[6-K] Innovation Beverage Group Ltd Current Report (Foreign Issuer)
Rhea-AI Filing Summary
Innovation Beverage Group Ltd. is transforming its business by acquiring a controlling interest in Texas-based BlockFuel Energy Inc. and amending their planned merger. IBG now owns approximately 51% of BFE after exchanging 127,628 BFE shares for warrants to purchase 3,815,766 IBG shares at $0.0001 per share.
Those warrants represent 45.9% of IBG’s current equity and are expected to adjust to 20,643,297 IBG shares and be deemed exercised when the merger closes, subject to shareholder and Nasdaq approvals. IBG also provided BFE a $2.5 million unsecured loan, used to repurchase and cancel BFE shares, tightening BFE’s ownership base.
After the merger, BFE will become a wholly owned subsidiary and BFE equityholders are expected to own about 90% of the combined company, with existing IBG shareholders holding roughly 10%. The combined group will focus on U.S. onshore oil and gas, natural gas‑powered electricity generation and high-performance computing, while IBG’s beverage operations continue as an Australian-based subsidiary.
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Insights
IBG’s deal is a transformative pivot into energy with heavy dilution.
Innovation Beverage Group has effectively reverse-merged into BlockFuel Energy’s business. It now holds 51% of BFE and has issued warrants over 3,815,766 IBG shares, which are expected to become 20,643,297 shares on merger completion, materially expanding its share count.
Economic control shifts toward BFE holders, who are expected to own about 90% of the combined company, leaving existing IBG shareholders with around 10%. The $2,500,000 unsecured loan, used to repurchase and cancel BFE stock, simplifies BFE’s cap table and converts into an intercompany balance after closing.
The strategy moves IBG from a beverage-focused company into a vertically integrated U.S. energy and power platform tied to high-performance computing, including cryptocurrency mining. Actual outcomes will depend on closing the merger, securing shareholder and Nasdaq approvals, and BFE’s ability to execute its production and infrastructure plans in future reporting periods.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission file number: 001-42278
INNOVATION BEVERAGE GROUP LTD
(Translation of registrant’s name into English)
29 Anvil Road
Seven Hills, New South Wales, Australia, 2147
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Acquisition of Controlling Interest in BlockFuel Energy Inc. and Entry into Transaction Agreements
Innovation Beverage Group Ltd. (“IBG” or the “Company”) has entered into a series of related transactions with BlockFuel Energy Inc., a Texas corporation (“BFE”), in connection with the Company’s previously announced proposed business combination with BFE as set forth in the Agreement and Plan of Merger originally entered into on October 14, 2025 (the “Original Merger Agreement”) among IBG, BFE and InnoBev Merger Corp., a wholly owned subsidiary of IBG (the “Merger Sub”). The transactions described below are intended to facilitate the proposed business combination between IBG and BFE. On March 25, 2026, the Company issued a press release announcing the transactions described herein, a copy of which is furnished as Exhibit 99.1 hereto.
The Original Merger Agreement provided for the merger of BFE with and into Merger Sub with BFE as the surviving corporation (the “Merger”). As consideration for the Merger, IBG agreed to issue ordinary shares equal to 90% of its issued and outstanding shares after giving effect to the Merger (the “Merger Consideration”). On March 16, 2025 and prior to closing the Merger, the parties have entered into the following transactions: (i) IBG loaned BFE $2,500,000; (ii) IBG acquired 51% of the issued and outstanding capital stock of BFE from certain Selling Stockholders of BFE (as defined below) pursuant to a Share Exchange Agreement, and issued such Selling Stockholders warrants to acquire 3,815,766 ordinary shares of IBG, exercisable at $0.0001 per share (the “Warrants”), which represents 45.9% of the issued and outstanding shares of IBG and will represent 51% of the Merger Consideration payable at the time of the closing of the Merger, and (iii) IBG, BFE and Merger Sub entered into an Amended and Restated Agreement and Plan of Merger dated March 16, 2026 (the “A&R Merger Agreement”) to reflect the foregoing transactions. The transactions are further described below. As a result of the Share Exchange Agreement, IBG obtained a controlling interest in BFE.
On March 16, 2026, IBG loaned BFE $2,500,000 pursuant to an unsecured promissory note (the “Loan”), a copy of which is furnished as Exhibit 10.1 to this Report on Form 6-K. BFE used the proceeds of the Loan to exercise its rights under that certain Common Stock Purchase Agreement dated December 24, 2025 to repurchase certain outstanding shares of common stock, $0.0001 par value per share, of BFE (the “BFE Common Stock”) from existing shareholders (the “Call Transaction”). In connection with the Call Transaction, the repurchased shares of BFE Common Stock were cancelled.
Concurrently with the Loan transaction, IBG entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with certain shareholders of BFE, including Daniel Joseph Lanskey, Russell H. Didlake, Bekana Investments Pty Ltd, Anil Beri Holdings Inc., and Beri Holdings LLC (collectively, the “Selling Shareholders”), a copy of which is furnished as Exhibit 10.2 to this Report on Form 6-K. Pursuant to the Share Exchange Agreement, the Selling Shareholders transferred to IBG an aggregate of 127,628 shares of BFE Common Stock, representing approximately fifty-one percent (51%) of the outstanding equity of BFE.
As consideration for the transferred shares of BFE Common Stock, IBG issued to the Selling Shareholders the Warrants to purchase an aggregate of 3,815,766 ordinary shares of IBG at an exercise price of $0.0001 per share, a copy of which is furnished as Exhibit 10.3 to this Report on Form 6-K. The Warrants have a term of five years and are not exercisable until shareholder approval and approval by The Nasdaq Stock Market LLC (“Nasdaq”) are obtained, including Nasdaq’s approval of any change of control that would result from the exercise of the Warrants. Upon the consummation of the proposed Merger between IBG and BFE, the Warrants will be automatically adjusted to an aggregate of 20,643, 297 ordinary shares of IBG and will be deemed exercised.
In connection with the transactions described above, IBG, BFE and Merger Sub, entered into the A&R Merger Agreement, which amends and restates the Original Merger Agreement. A copy of the A&R Merger Agreement is furnished as Exhibit 10.4 to this Report on Form 6-K.
Pursuant to the A&R Merger Agreement, Merger Sub will merge with and into BFE, with BFE surviving the Merger as a wholly owned subsidiary of IBG (the “Merger”). IBG will not be entitled to receive any of the Merger Consideration payable to BFE stockholders upon completion of the Merger. Following completion of the Merger, the equityholders of BFE (including the Selling Shareholders as a result of the exercise of the Warrants and excluding IBG) are expected to collectively own approximately ninety percent (90%) of the outstanding equity of the combined company, while the existing shareholders of IBG are expected to collectively own approximately ten percent (10%) of the outstanding equity of the combined company, in each case subject to customary adjustments and dilution.
The closing of the proposed Merger remains subject to customary closing conditions, including applicable regulatory approvals, including approval by Nasdaq.
The foregoing descriptions of the Loan, the Share Exchange Agreement, the Warrant, the Merger Agreement, and the press release described herein are summaries that are qualified in their entirety by reference to the full text of such agreements and press release, which are furnished as exhibits hereto.
Description of BlockFuel Energy Inc.
BFE is an energy company focused on the acquisition, development and operation of oil and gas assets and the integration of those assets with digital energy infrastructure. BFE seeks to capture otherwise underutilized natural gas resources and convert those resources into electricity that may be used to support digital infrastructure operations, including cryptocurrency mining and other energy-intensive computing applications.
BFE’s operations are primarily located in the United States and include acreage positions in Oklahoma. BFE’s strategy is to develop a vertically integrated energy platform combining oil and gas production, natural gas-powered electricity generation and digital infrastructure operations.
Daniel Joseph Lanskey serves as Chief Executive Officer and a director of BFE. Mr. Lanskey has more than twenty-five years of experience in the oil and gas industry, including the acquisition, development and operation of energy assets in the United States.
Russell H. Didlake serves as Chief Operating Officer and a director of BFE. Mr. Didlake has more than twenty years of experience in oil and gas operations, including mineral rights acquisition, leasing and development activities across several energy producing regions in the United States.
Jason Haks serves as Chief Technology Officer of BFE. Mr. Haks has more than thirty years of international experience in technology development and enterprise systems, including experience designing technology platforms that support digital infrastructure and data-driven operations.
Magnus Lai serves as Chief Blockchain Officer of BFE. Mr. Lai has more than fifteen years of experience in software development and blockchain technology and has worked extensively in the development of digital asset infrastructure and blockchain-based systems.
David Hexter serves as Interim Chief Financial Officer of BFE. Mr. Hexter has more than twenty-five years of experience in corporate finance, accounting and financial reporting, including serving in senior finance roles for public and private companies.
Prior to the transactions described above, the principal shareholders of BFE included Daniel Joseph Lanskey, Russell H. Didlake, Bekana Investments Pty Ltd, Anil Beri Holdings Inc., and Beri Holdings LLC. Following completion of the Share Exchange Agreement, IBG owns approximately fifty-one percent (51%) of the outstanding equity of BFE, with the remaining equity interests held by the existing shareholders of BFE.
Future Financial Disclosure
The Company intends to file an amendment to this Report on Form 6-K to include the audited financial statements of BFE for the fiscal year ended December 31, 2025, together with pro forma condensed combined financial information reflecting the proposed merger.
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit |
| 10.1 | Unsecured Promissory Note dated March 16, 2026 by and between Innovation Beverage Group Ltd. and BlockFuel Energy Inc. |
| 10.2 | Share Exchange Agreement dated March 16, 2026 by and among Innovation Beverage Group Ltd. and the shareholders of BlockFuel Energy Inc. |
| 10.3 | Form of Warrant to purchase ordinary shares of Innovation Beverage Group Ltd. issued to certain shareholders of BlockFuel Energy Inc. |
| 10.4 | Amended and Restated Agreement and Plan of Merger dated March 16, 2026 by and among Innovation Beverage Group Ltd., InnoBev Merger Corp. and BlockFuel Energy Inc. |
99.1 |
Press Release dated March 25, 2026 issued by Innovation Beverage Group Ltd. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Innovation Beverage Group Limited | |||
| Date: March 25, 2026 | By: | /s/ Sahil Beri | |
| Name: | Sahil Beri | ||
| Title: | Chief Executive Officer | ||
EXHIBIT 99.1
Innovation Beverage Group Ltd. Announces Acquisition
of Controlling Interest
in BlockFuel Energy Inc. and Execution of Amended Merger Agreement
IBG Acquires 51% stake in BlockFuel Energy as business combination nears completion
Once complete, the combined entity will become a
rising oil producer and power
generation company with near-term production and scalable growth strategy
SYDNEY, March 25, 2026 (GLOBE NEWSWIRE) -- Innovation Beverage Group Ltd (“IBG” or the “Company”) (Nasdaq: IBG), an innovative developer, manufacturer, and marketer of a growing beverage portfolio of 60 formulations across 13 alcoholic and non-alcoholic brands, today announced that it has acquired a controlling interest in BlockFuel Energy Inc. (“BFE”), a Texas-based energy corporation. This transaction represents a significant milestone towards the proposed merger between both companies, which they anticipate closing in the coming weeks.
On March 16, 2026, IBG entered into a Share Exchange Agreement with certain shareholders of BFE pursuant to which IBG acquired 127,628 shares of BFE common stock, representing approximately 51% of BFE’s outstanding equity. As consideration for those shares, IBG issued warrants to purchase an aggregate of 3,815,766 ordinary shares of IBG at an exercise price of $0.0001 per share, which are not exercisable until shareholder approval and approval by The Nasdaq Stock Market LLC are obtained. The warrant shares represent 45.9% of the issued and outstanding shares of IBG and will represent 51% of the Merger Consideration payable at the time of the closing of the merger. Upon the consummation of the proposed merger between IBG and BFE, the warrants will be automatically adjusted to an aggregate of 20,643,297 ordinary shares of IBG and will be deemed exercised.
As part of the transaction, IBG also provided BFE with a $2.5 million unsecured loan, which facilitated the repurchase and cancellation of certain outstanding BFE shares. Following the closing of the previously announced merger, this loan will convert into an intercompany balance within the combined organization, further consolidating IBG’s ownership position.
Concurrently, IBG, BFE, and IBG’s wholly owned subsidiary, InnoBev Merger Corp., entered into an Amended and Restated Agreement and Plan of Merger. Upon completion of the proposed merger, BFE will become a wholly owned subsidiary of IBG and BFE equity holders are expected to own approximately 90% of the combined company, with IBG’s existing shareholders owning approximately 10%, subject to customary adjustments and dilution.
Strategic Transformation Nearing Completion
The transaction represents a strategic expansion of IBG into the energy and high-powered computing sectors. BFE focuses on the acquisition and development of oil and gas assets and the conversion of underutilized natural gas into electricity to power high-performance computing operations. BFE operates primarily in the United States, including Oklahoma, and is developing a vertically integrated platform combining energy production, power generation, and data centers.
Upon completion of the merger, the combined company is expected to operate under the BlockFuel Energy name, with IBG’s existing beverage business transitioning into an Australian-based subsidiary led by IBG’s CEO Sahil Beri as President. The new parent company will focus on scaling its U.S. onshore oil and gas operations.
“Completing the acquisition of a controlling interest in BlockFuel Energy advances our strategic transition and brings the merger closer to completion,” said Sahil Beri, Chief Executive Officer of Innovation Beverage Group. “We are positioning IBG for long-term growth by focusing on energy assets with strong fundamentals and near-term production potential, while maintaining our beverage business as a distinct subsidiary.”
“This transaction marks a significant step in building a scalable, U.S.-focused energy platform,” said Daniel Lanskey, Chief Executive Officer of BlockFuel Energy. “With a strengthened capital structure and aligned ownership, we are focused on advancing production and expanding our asset base as we begin operations.”
Building a Scalable U.S. Energy Platform
BlockFuel Energy is focused on the acquisition, development, and operation of oil and gas assets, with current operations primarily located in the United States, including acreage positions in Oklahoma.
The transaction provides IBG with immediate exposure to producing and development-stage energy assets, positioning the Company to pursue near-term revenue generation and long-term asset growth.
Based on preliminary engineering and comparable field deployments, BFE management believes onsite gas-to-power costs could be meaningfully below grid-based power pricing, while avoiding transportation, processing, and third-party power costs.
The acquisition was completed in connection with an amended and restated merger agreement between IBG and BFE. The closing of the full merger remains subject to customary conditions, including regulatory approvals and approval by The Nasdaq Stock Market LLC.
About Innovation Beverage Group Ltd
Innovation Beverage Group is a developer, manufacturer, marketer, exporter, and retailer of a growing beverage portfolio of 60 formulations across 13 alcoholic and non-alcoholic brands for which it owns exclusive manufacturing rights. Focused on premium and super premium brands and market categories where it can disrupt age old brands, IBG’s brands include Australian Bitters, BITTERTALES, Drummerboy Spirits, Twisted Shaker, and more. IBG’s most successful brand to date is Australian Bitters, which is a well-established and favored bitters brand in Australia. Established in 2018, IBG’s headquarters, manufacturing and flavor innovation center are located in Sydney, Australia with a U.S. sales office located in California. For more information visit: https://www.innovationbev.com/.
About BlockFuel Energy
BlockFuel Energy is involved in the acquisition, exploration and development of proven oil fields onshore in North America. BlockFuel Energy combines state-of-the-art power generation with oil and gas exploration to power high-performance data centers. Our vertically integrated concept allows us to use co-location and modular power generation techniques to optimize efficiency and investment returns. Our cutting-edge solutions for energy optimization and extraction will enable us to transform underdeveloped resources into high-margin, scalable, and sustainable revenue streams. For more information visit: https://blockfuelenergy.com/.
Forward Looking Statement
This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the proposed merger between IBG and BlockFuel Energy, anticipated operational milestones, expected production levels, anticipated oil and gas sales, planned financing activities, expected economic benefits of such activities, and the proposed acquisition of additional oil field assets.
Forward-looking statements are typically identified by words such as “expects,” “anticipates,” “plans,” “projects,” “intends,” “believes,” “may,” “will,” “could,” “should,” or similar expressions. These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, among others, the ability of the parties to execute definitive transaction documents, satisfy closing conditions, obtain regulatory and stockholder approvals, commodity price volatility, operational risks, financing risks, , and other risks described in IBG’s filings with the U.S. Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking statements. Neither IBG nor BFE undertakes any obligation to update such statements except as required by law.
Contact:
Innovation Beverage Group Limited
Sahil Beri
CEO
sahil@innovationbev.com
www.innovationbev.com
BlockFuel Energy Inc.
Daniel Lanskey
President and CEO
dan.lanskey@blockfuelenergy.com
www.blockfuelenergy.com
Investor Relations:
KCSA Strategic Communications
Phil Carlson, Managing Director
BlockFuel@KCSA.com
FAQ
What major transaction did Innovation Beverage Group (IBG) announce with BlockFuel Energy?
Innovation Beverage Group announced it acquired a controlling 51% stake in BlockFuel Energy and signed an amended merger agreement. The plan is for BlockFuel to become a wholly owned subsidiary, creating a combined oil, gas and power-generation business focused on high-performance computing.
How will ownership of Innovation Beverage Group (IBG) change after the BlockFuel merger?
After the merger, BlockFuel Energy equityholders are expected to own about 90% of the combined company, while current IBG shareholders hold around 10%. This reflects the large warrant package and merger consideration issued to BFE stakeholders in exchange for their energy assets.
What consideration did BlockFuel shareholders receive from Innovation Beverage Group (IBG)?
Certain BlockFuel shareholders received warrants to purchase 3,815,766 IBG ordinary shares at $0.0001 per share. Upon merger completion, these warrants are expected to adjust to 20,643,297 IBG shares and be deemed exercised, subject to shareholder and Nasdaq approvals.
What is the purpose of the $2.5 million loan from Innovation Beverage Group to BlockFuel Energy?
IBG provided BlockFuel Energy a $2,500,000 unsecured loan used to repurchase and cancel outstanding BlockFuel shares. This reduced BFE’s external equity base, and after the merger closes, the loan will become an intercompany balance within the combined organization.
How does the BlockFuel transaction change Innovation Beverage Group’s business focus?
The deal shifts IBG from primarily beverages into a vertically integrated energy platform. BlockFuel focuses on U.S. oil and gas assets and converting underutilized natural gas into electricity for high-performance computing, while IBG’s beverage business continues as an Australian-based subsidiary.
When do Innovation Beverage Group and BlockFuel Energy expect to complete their merger?
The companies describe the controlling stake acquisition as a milestone toward closing the merger in the coming weeks. Completion remains subject to customary closing conditions, including regulatory consents and approvals from The Nasdaq Stock Market LLC and shareholders.
Filing Exhibits & Attachments
5 documentsPress Releases
