BlockFuel Energy to take 90% stake in Innovation Beverage (IBG) via merger LOI

Rhea-AI Filing Summary

Innovation Beverage Group Ltd entered a non-binding letter of intent for a reverse triangular merger with BlockFuel Energy, Inc., an oil and gas exploration and Bitcoin mining power-generation company. The deal would make BlockFuel Energy a wholly owned subsidiary of Innovation Beverage.

After closing, BlockFuel Energy shareholders are expected to own approximately 90% of Innovation Beverage’s outstanding shares on a fully diluted basis, with existing Innovation Beverage shareholders holding about 10%. Leadership would shift to BlockFuel Energy’s team, the combined company plans to be renamed BlockFuel Energy Limited with a new ticker symbol, and completion depends on a definitive agreement, due diligence, and required approvals, with no assurance the transaction will close.

Insights

M&A and capital markets analyst

Innovation Beverage signs LOI for highly dilutive, control-shifting merger.

Innovation Beverage Group Ltd agreed to a non-binding LOI for a reverse triangular merger with BlockFuel Energy, Inc.. BlockFuel operates in oil and gas exploration and power generation for Bitcoin mining and data centers, marking a strategic shift from beverages.

The structure would make BlockFuel a wholly owned subsidiary while its shareholders would own about 90% of Innovation Beverage’s fully diluted shares. Existing Innovation Beverage holders would drop to roughly 10%, indicating a change of control toward BlockFuel’s stakeholders and business model.

Post-closing, BlockFuel’s CEO Daniel Joseph Lanskey would become Chairman and CEO, and the combined company intends to adopt the BlockFuel Energy name and a new ticker. The LOI is explicitly non-binding and subject to definitive agreements, due diligence, and multiple approvals, so completion and terms remain uncertain.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 September 2025

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 ☐

On September 22, 2025, Innovation Beverage Group Ltd (“IBG”) entered a non-binding letter of intent (“LOI”) with BlockFuel Energy, Inc., a Texas corporation engaged in oil and gas exploration and power generation for Bitcoin mining and data centers (“BFE”). The proposed reverse triangular merger would result in BFE becoming a wholly owned subsidiary of IBG, with BFE shareholders holding approximately 90% of IBG’s outstanding shares on a fully diluted basis, with existing IBG shareholders holding approximately 10%.

The LOI provides that Mr. Daniel Joseph Lanskey, BFE’s current President and Chief Executive Officer and a director of IBG, will, following closing, become both Chairman of the Board of Directors and Chief Executive Officer of IBG, Mr. Russell Howard Didlake will become Chief Operating Officer, and Mr. Sahil Beri, IBG’s current Chief Executive Officer, will remain on the Board of Directors for six (6) months and serve as President of IBG’s new Australian beverage subsidiary. Following closing, IBG intends to change its name to BlockFuel Energy Limited and adopt a new ticker symbol.

Completion of the proposed merger remains subject to negotiation of a definitive agreement, due diligence, board, shareholder, and regulatory approvals, and other customary conditions. There can be no assurance that the transaction will be completed on the terms described, or at all. On September 23, 2025, IBG issued a press release announcing the LOI, furnished herewith as Exhibit 99.1.

EXHIBIT INDEX

Exhibit Number		Description of Document
99.1		Press Release dated September 23, 2025.

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: September 23, 2025	By:	/s/ Sahil Beri
		Name:	Sahil Beri
		Title:	Chief Executive Officer

FAQ

What merger did Innovation Beverage Group (IBG) announce with BlockFuel Energy?

Innovation Beverage Group entered a non-binding letter of intent for a reverse triangular merger with BlockFuel Energy, Inc. BlockFuel would become a wholly owned subsidiary of IBG, shifting IBG’s focus toward oil and gas exploration and power generation for Bitcoin mining and data centers.

How will ownership change if Innovation Beverage Group’s merger with BlockFuel closes?

If the merger closes, BlockFuel Energy shareholders are expected to own approximately 90% of Innovation Beverage’s outstanding shares on a fully diluted basis. Existing Innovation Beverage shareholders would hold about 10%, reflecting a substantial change in control toward BlockFuel’s investor base and business direction.

What leadership changes are planned after the Innovation Beverage–BlockFuel merger?

Following closing, BlockFuel’s President and CEO, Daniel Joseph Lanskey, would become Chairman and CEO of Innovation Beverage. Russell Howard Didlake would become Chief Operating Officer, while current CEO Sahil Beri would stay on the board for six months and lead the new Australian beverage subsidiary.

Will Innovation Beverage Group change its name after the BlockFuel merger?

After closing, Innovation Beverage Group intends to change its name to BlockFuel Energy Limited and adopt a new ticker symbol. This reflects the combined company’s focus on BlockFuel’s oil, gas, and Bitcoin mining power-generation activities rather than the legacy beverage operations.

Is the Innovation Beverage Group and BlockFuel Energy merger agreement binding?

The letter of intent between Innovation Beverage Group and BlockFuel Energy is explicitly non-binding. Completion depends on negotiating a definitive agreement, completing due diligence, obtaining board, shareholder, and regulatory approvals, and satisfying customary conditions, and there is no assurance the transaction will be completed.

What did Innovation Beverage Group disclose in its September 23, 2025 press release?

On September 23, 2025, Innovation Beverage Group issued a press release announcing the non-binding letter of intent with BlockFuel Energy. The press release, furnished as Exhibit 99.1, outlines the proposed reverse triangular merger structure, planned ownership split, leadership changes, and the conditional nature of the transaction.