UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULESchedule 14A

Proxy StatementStatement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934
(Amendment No. )

Check the appropriate box:

SPLASH BEVERAGE GROUP, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

SPLASH BEVERAGE GROUP, INC.

September 24, 2021NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 15, 2022

To Our Stockholders:the stockholders of Splash Beverage Group, Inc.,

On behalfYou are cordially invited to attend the 2022 Annual Meeting of the Board of DirectorsStockholders of Splash Beverage Group, Inc. (the “Company”), I cordially invite you to attend a Special Meeting (the “Special Meeting”) of Stockholders to be held on October 11, 2021, at 10:00 a.m., Eastern Time. We plan to conduct the Special Meeting in a virtual-only meeting format via live webcast on the Internet on December 15, 2022 at www.virtualshareholdermeeting.com/SBEV2021SM (there is no physical in order to safeguard the health of the Company stockholders and employees). You will need to have your control number that is included on your proxy card.

10:00 a.m. Eastern Time. At the Special Meeting, the Company’s stockholdersannual meeting you will be asked:asked to vote on the following matters:

The foregoing items of business are described more fully in the accompanying Proxy Statement. AnyWe also will transact such other business thatas may properly come before the Special Meeting will also be conducted. annual meeting or any adjournments thereof.

The Board of Directors is not aware of any other business to come before the Special Meeting.

Record Date

The Board of Directors set August 16, 2021 as the record date for the Special Meeting. Only holders of record of our Common Stock as of close of business on August 16, 2021 will be entitled to notice of and to vote at the Special Meeting, and any postponements or adjournments thereof.

Virtual – Only Format

In view of potential adverse issues arising from the public health impact of COVID-19, the Special Meeting will be held in virtual-only format via live audio webcast online. Shareholders will not be able to attend the Special Meeting in person at a physical location.

Participation

In order to participate in the Special Meeting, shareholders must register by following this link www.virtualshareholdermeeting.com/SBEV2021SM. You will need to have your control number that is included on your proxy card. Registration will open fifteen minutes prior to the meeting. Once registered, the shareholder will be allowed to login and will be redirected to the meeting page. Shareholders will be able to listen and vote from their home or from any location.

Your Vote is Important

Our Board of Directors unanimously recommends that you vote “FOR”at the annual meeting “FOR” the election of each nominee as director and “FOR” each of the proposals. Please vote promptly by signing, dating and returning the enclosed proxy card or by voting online. In the event that a stockholder decides to attend the Special Meeting, it, he, or she may, if so desired, revokeother proposals set forth in this Notice. These items of business are more fully described in the proxy by voting the shares online in virtual-only format at the Special Meeting. If you plan to attend the Special Meeting, please ensure that you have a control number from the record holder of your shares.

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING, I URGE YOU TO VOTE BY COMPLETING AND RETURNING YOUR PROXY CARD AS SOON AS POSSIBLE. YOUR VOTE IS IMPORTANT AND WILL BE GREATLY APPRECIATED. RETURNING YOUR PROXY CARD WILL ENSURE THAT YOUR VOTE IS COUNTED IF YOU LATER DECIDE NOT TO ATTEND THE SPECIAL MEETING.

SPLASH BEVERAGE GROUP, INC.

1314 East Las Olas Blvd, Suite 221

Fort Lauderdale, FL 33316

Notice of Special Meeting of Stockholders

To Be Held on October 11, 2021

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the “Special Meeting”), of Splash Beverage Group, Inc. (the “Company” or “Splash”) will be held on October 11, 2021, at 10:00 a.m., Eastern Time, in virtual-only format via live webcast at  www.virtualshareholdermeeting.com/SBEV2021SM (there is no physical in order to safeguard the health of the Company stockholders and employees), for the following purposes:

In order to participate in the Special Meeting, shareholders must register by following this link www.virtualshareholdermeeting.com/SBEV2021SM. You will need to have your control numberstatement that is included on your proxy card. Registration will open fifteen minutes priorattached to the meeting. Once registered, the shareholder will be allowed to login and will be redirected to the meeting page. Shareholders will be able to listen and vote from their home or from any location.

You are requested to sign, date and return the enclosed proxy card promptly, whether or not you plan to attend the Special Meeting, and regardless of the number of shares of Common Stock you own. Any shareholder of record who submits a proxy card retains the right to revoke such proxy card by: (i) submitting a written notice of such revocation to the Secretary of the Company so that it is received no later than 5:00 p.m. (New York City time) on October 4, 2021; (ii) submitting a duly signed proxy card bearing a later date than the previously signed and dated proxy card to the Secretary of the Company so that it is received no later than 5:00 p.m. (New York City time) on October 8, 2021; or (iii) attending the Special Meeting and voting thereat the shares represented by such proxy card. Attendance at the Special Meeting will not, in and of itself, constitute revocation of a completed, signed and dated proxy card previously returned. All such later-dated proxy cards or written notices revoking a proxy card should be sent to Splash Beverage Group, Inc., 1314 East Las Olas Blvd, Suite 221, Fort Lauderdale, FL 33316 Attention: Secretary. If you hold shares in street name, you must contact the firm that holds your shares to change or revoke any prior voting instructions.

Please read carefully the enclosed Proxy Statement, which explains the proposals to be considered by you and acted upon at the Special Meeting.

The Company’s Board of Directors (the “Board of Directors”) has fixed the close of business on August 16, 2021, as the record date for the determination of holders of record of the Company’s common stock entitled to notice of, and to vote at, the Special Meeting. A list of shareholders of record of the Company as of the record date will remain open for inspection during the Special Meeting until the closing of the polls thereat.

Whether or not you plan to attend the Special Meeting, we hope you will vote as soon as possible. You may vote over the internet, as well as by telephone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. Please review the instructions on each of your voting options described in this proxy statement as well as in the Notice you received in the mail.

By Order of the Board of Directors

SPLASH BEVERAGE GROUP, INC.

1314 East Las Olas Blvd, Suite 221

Fort Lauderdale, FL 33316

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON October 11, 2021

TABLE OF CONTENTS

Proxy Solicitation and General Information

This Proxy Statement and the enclosed form of proxy card (the “Proxy Card”) are being furnished to the holders of common stock, no par value per share, of Splash Beverage Group, Inc., a Colorado corporation (which is sometimes referred to in this Proxy Statement as “Splash,” the “Company,” “we,” “us” or “our”), in connection with the solicitation of proxies by our Board of Directors for use at the Special Meeting of Stockholders to be held on October 11, 2021, at 10:00 a.m., Eastern Time, in virtual-only format via live webcast atwww.virtualshareholdermeeting.com/SBEV2021SM (the “Special Meeting”). Accordingly, we encourage stockholders to vote either online in virtual-only format or by mailing their proxy card as described below.

In addition, stockholders may submit questions they would like to have answered at the Special Meeting. There will be an “Ask a Question” box on the page once the shareholder logs in. There is no limit on how many questions a shareholder may submit, and the character limit is 4,000.

In order to participate in the Special Meeting, shareholders must register by using the link above. You will need to have your control number that is included on your proxy card. Once registered, the shareholder will be allowed to login and will be redirected to the meeting page. Registration will open fifteen minutes prior to the meeting. Shareholders will be able to listen and vote from their home or from any location. (the “Special Meeting”). This Proxy Statement and the accompanying Notice of Special Meeting of Shareholders and proxy will be first sent or given on or aboutSeptember 27, 2021.

At the Special Meeting, stockholders will be asked:

Notice. The Board of Directors has fixed the close of business on August 16, 2021October 27, 2022 as the record date“Record Date” for determining the determination of stockholders that are entitled to notice of and to vote at the Special Meeting. Each such stockholder will be entitled to one vote for each shareannual meeting and any adjournments thereof. A list of common stock held on all matters to come before the Special Meeting and may vote online in virtual-only format or by proxy authorized in writing.

Questions and Answers

The following are some questions that you, as a stockholder of the Company, may have about the Special Meeting, the proposals being considered at the Special Meeting, as applicable, and brief answers to those questions. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement.

PROPOSAL 1- PROPOSAL TO APPROVE OF REINCORPORATION

Description of the Proposed Reincorporation in Nevada

We propose to change our state of incorporation from Colorado to Nevada, which we refer herein to as the “Reincorporation.” The Reincorporation would be effected through the merger (the “Merger”) of the Company into a newly formed Nevada corporation that is a wholly owned subsidiary of the Company, which we refer to herein as “Splash Nevada,” pursuant to an Agreement and Plan of Merger (the “Merger Agreement”). Upon completion of the Merger, Splash Nevada will be the surviving corporation and will continue to operate our business under the name “Splash Beverage Group, Inc.”

Reincorporation in Nevada will not result in a material change in our business, management, assets, liabilities or net worth. Reincorporation in Nevada will allow us to take advantage of certain provisions of the corporate laws of Nevada in addition to saving the Company a substantial amount with respect to annual state fees.

Reasons for the Reincorporation in Nevada

Our Board of Directors believes that there are several reasons why a reincorporation in Nevada is in the best interests of the Company and our stockholders.

The Board believes that the Reincorporation will give the Company more flexibility and simplicity in various corporate transactions and reduce the cost of doing business. The state of Nevada is recognized as a desirable state in which to do business because it has favorable corporate income tax treatment, nominal annual fees, and stockholders are not public record. Further, Nevada provides a recognized body of corporate law that will facilitate corporate governance by our officers and directors. For these reasons, the Board believes that it is in the Company’s best interest to reincorporate in the state of Nevada.

Consequences of the Reincorporation Merger

The Reincorporation Merger will effect a change in the legal domicile of the Company from Colorado to Nevada and other changes of a legal nature, the most significant of which are described below under the heading “Significant Differences between Colorado and Nevada Law.” However, the Reincorporation Merger will not result in any change in headquarters, business, management, location of our offices, assets, liabilities or net worth, other than as a result of the costs incident to the Reincorporation Merger. Our management, including all directors and officers, will remain the same in connection with the Reincorporation Merger. There will be no employment agreements for executive officers or other direct or indirect interest of the current directors or executive officers of the Company in the Reincorporation Merger as a result of the reincorporation. Upon the effective time of the Reincorporation Merger, shares of the Company common stock will be converted into an equal number of shares of common stock of the Splash Nevada.

The authorized capital stock of Splash consists of 5,000,000 shares of preferred stock, no par value per share, and 150,000,000 shares of common stock, no par value per share. The authorized capital stock of Splash Nevada will be identical to that of the Company immediately prior to the Merger. Holders of Splash Nevada’s common stock will be entitled to equal voting rights, consisting of one vote per share on all matters submitted to a stockholder vote. Holders of Splash Nevada’s common stock will not have cumulative voting rights. Therefore, holders of a majority of the shares of Splash Nevada’s common stock voting for the election of directors will be able to elect all of the directors. The presence, via virtual presence or by proxy, of the holders of a majority of the outstanding shares of Splash Nevada’s stock entitled to vote at the meeting will be required to constitute a quorum atavailable for examination by any meeting of Splash Nevada’s stockholders. A vote by the holders of a majority of Splash Nevada’s outstanding shares will be required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation. In the event of liquidation, dissolution or winding up of our company, either voluntarily or involuntarily, each outstanding share of Splash Nevada’s common stock will be entitled to share equally in the assets of the Splash Nevada.

Holders of Splash Nevada’s common stock will not have pre-emptive rights or conversion rights and there will be no redemption provisions applicable to Splash Nevada’s common stock. Holders of Splash Nevada’s common stock will be entitled to receive dividends when and as declared by Splash Nevada’s board, out of funds legally available therefor.

The articles of incorporation of Splash Nevada, like the articles of incorporation of Splash, will give the Board of Directors the power to issue shares of preferred stock in one or more series without stockholder, approval. The board of directors will have the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. Thefor any purpose of authorizing the board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of a corporation’s outstanding voting stock. Splash Nevada has no present plans to issue any shares of preferred stock.

Operating as a Nevada corporation will not interfere with, or differ substantially from, our present corporate activities. As a Nevada corporation, we will be governed by Nevada corporate law, while the Company is presently governed by Colorado law. Nevada law may constitute a comprehensive, flexible legal structure under which to operate. However, because of differences in the laws of these states, your rights as shareholders will change in several material respects as a result of the reincorporation. These matters are discussed in greater detail immediately below.

Potential Disadvantages of Reincorporation

Although our Board of Directors believes that the proposed reincorporation is in the best interests of both our company and our shareholders, it should be noted that many of the provisions of Nevada law have not yet received extensive scrutiny and interpretation. However, the Board of Directors believe that Nevada law will provide the Company with the comprehensive flexible structure which it needs to operate effectively.

Significant Differences between Colorado and Nevada Law

The rights of Splash’s shareholders and Splash’s articles of incorporation and bylaws are currently governed by Colorado law. The reincorporation shall be effectuated through a merger of Splash with and into Splash Nevada, its wholly owned subsidiary, a Nevada corporation, with Splash Nevada as the surviving corporation, under the name “Splash Beverage Group, Inc.” Splash Nevada will file articles of merger with the Office of the Secretary of State of Nevada and will file a statement of merger with the Office of the Secretary of State of the State of Colorado. Accordingly, after the effective time of the Reincorporation Merger, your rights as a stockholder will be governed by Nevada law and the articles of incorporation and bylaws of Splash Nevada. The statutory corporate laws of the State of Nevada, as governed by Chapters 78 and 92A (concerning Mergers) of the Nevada Revised Statutes (“NRS”), are similar in many respects to those of Colorado, as governed by the Colorado Business Corporation Act (“CBCA”). However, there are certain differences that may affect your rights as a shareholder, as well as the corporate governance of the corporation. The following are summaries of material differences between the current rights of shareholders of the Company and the rights of shareholders of Splash Nevada following the consummation of the Reincorporation Merger.

The following discussion is a summary. It does not give you a complete description of the differences that may affect you. You should also refer to Chapters 78 (concerning Corporations, generally) and 92A (concerning Mergers) of the NRS.

Removal of Directors. Under Colorado law, the holders of a majority of shares then entitled to vote in an election of directors may remove a director with or without cause, unless the corporation’s articles of incorporation provide that directors may be removed only for cause. Under Nevada law, any one or all of the directors of a corporation may be removed by the holders of not less than two-thirds of the voting power of a corporation’s issued and outstanding stock. Nevada does not distinguish between removal of directors with or without cause.

Fiduciary Duty and Business Judgment. Colorado and Nevada, like most jurisdictions, require that directors and officers of a corporation exercise their powers in good faith and with a viewrelated to the interests of the corporation. As a matter of law, directors and officers are presumed to act in good faith, on an informed basis, and with a viewmeeting to the interests of the corporation in making business decisions. In performing such duties, directors and officers may exercise their business judgment through reliance on information, opinions, reports, financial statements, and other financial data prepared or presentedAnnual Meeting, by corporate directors, officers, or employees who are reasonably believed to be reliable and competent. Professional reliance may also be extended to legal counsel, public accountants, advisers, bankers, or other persons as to matters the member reasonably believes are within such other person’s professional or expert competence. However, directors and officers may not rely on such information, opinions, reports, books of account, or similar statements if they have knowledge concerning the matter in question that would make such reliance unwarranted.

Under Colorado law, a director or officer of a corporation, in the performance of duties in that capacity, shall not have any fiduciary duty to any creditor of the corporation arising only from the status as a creditor. Under Nevada law, except as otherwise provided in a corporation’s articles of incorporation or specified sections of the NRS, a director or officer or a corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that (a) his act or failure to act constituted a breach of his fiduciary duties as a director or officer; and (b) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

Flexibility for Decisions, including Takeovers. Nevada provides directors with more discretion than Colorado in making corporate decisions, including decisions made in takeover situations. In Nevada, director and officer actions taken in response to a change or potential change in control that do not disenfranchise stockholders are granted the benefits of the business judgment rule. However, in the case of an action that impedes the rights of stockholders to vote for or remove directors, directors will only be given the advantages of the business judgment rule if the directors have reasonable grounds to believe a threat to corporate policy and effectiveness exists and the action taken that impedes the exercise of the stockholders’ rights is reasonable in relation to such threat. In exercising their powers in response to a change or potential change of control, directors and officers of Nevada corporations may consider the effect of the decision on several corporate constituencies in addition to the stockholders, including the corporation’s employees, the interests of the community, and the economy.

Colorado does not provide a similar list of statutory factors that corporate directors and officers may consider in making decisions. Thus, the flexibility granted to directors of Nevada corporations in the context of a hostile takeover are greater than those granted to directors of Colorado corporations.

Limitation on Personal Liability of Directors. Under Colorado law, if so provided in the articles of incorporation, a director is not personally liable for monetary damages to the corporation or any other person, except that liability is not eliminated or limited for any breach of the director’s duty of loyalty to the corporation or its shareholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, unlawful distributions, or any act which the director, directly or indirectly, derived an improper personal benefit. The Splash articles of incorporation includes such an exculpatory provision.

Under Nevada law it is not necessary to adopt provisions in the articles of incorporation limiting personal liability as this limitation is provided by statute, unless the articles of incorporation limits the scope of the statutory protections. However, the Nevada provision differs from the Colorado provision in three respects. First, the Nevada provision applies to both directors and officers. Second, while the Colorado provision excepts from the limitation on liability a breach of the duty of loyalty, the Nevada counterpart does not contain this exception. Third, Nevada law with respect to the elimination of liability for directors and officers expressly applies to liabilities owed to creditors of the corporation. Thus, the Nevada provision expressly permits a corporation to limit the liability of officers, as well as directors, and permits limitation of liability arising from a breach of the duty of loyalty and from obligations to the corporation’s creditors. The articles of incorporation of Splash Nevada will include an exculpatory provision which provides directors and officers with this heightened level of protection against personal liability.

Indemnification of Officers and Directors and Advancement of Expenses. Colorado and Nevada law have substantially similar provisions regarding indemnification by a corporation of its officers, directors, employees and agents. Under Colorado and Nevada law, a corporation may generally indemnify its officers, directors, employees and agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement of any proceedings (other than derivative actions), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in derivative actions, except that indemnification may be made only for (a) expenses (including attorneys’ fees) and certain amounts paid in settlement, and (b) in the event the person seeking indemnification has been adjudicated liable, amounts deemed proper, fair and reasonable by the appropriate court upon application thereto. The CBCA and the NRS each provide that to the extent that such persons have been successful in defense of any proceeding, they must be indemnified by the corporation against expenses actually and reasonably incurred in connection therewith.

Action by Written Consent of Directors. Both Colorado and Nevada law provide that, unless the articles of incorporation or the bylaws provide otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent to the action in writing.

Actions by Written Consent of Stockholders. Under Colorado law, shareholder action without a meeting may only be taken by written consent signed by the holders of all of the outstanding shares, unless the articles of incorporation provide that shareholder action may be taken without a meeting by shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted consent to such action in writing. Under Nevada law, unless prohibited by the articles of incorporation or by-laws of the corporation, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. The articles of incorporation of Splash permit shareholder action by written consent. The articles of incorporation of Splash Nevada will not include a restriction on shareholder action by written consent and the by-laws of the Splash Nevada will authorize shareholder action by written consent.

Dividends and Other Distributions. Under Colorado and Nevada law, a corporation may make distributions to shareholders (subject to any restrictions contained in the corporation’s articles of incorporation) as long as, after giving effect to the distribution, (a) the corporation will be able to pay its debts as they become due in the usual course of business, and (b) the corporation’s total assets will not be less than the sum of its total liabilities plus (unless the articles of incorporation permits otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

Restrictions on Business Combinations. Nevada law contains provisions restricting the ability of a corporation to engage in business combinations with an interested stockholder. Nevada law defines an interested stockholder as a beneficial owner (directly or indirectly) of 10% or more of the voting power of the outstanding shares of the corporation. In addition, combinations with an interested stockholder remain prohibited for three years after the person became an interested stockholder unless (i) the transaction is approved by the board of directors or the holders of a majority of the outstanding shares not beneficially owned by the interested party, or (ii) the interested stockholder satisfies certain fair value requirements. A Nevada corporation may opt-out of the statute with appropriate provisions in its articles of incorporation. The articles of incorporation of Splash Nevada will not include a provision by which Splash Nevada elects to opt out of these provisions. Colorado law does not have similar restrictions.

Stockholder Vote for Mergers and Other Corporate Reorganizations. Colorado law requires authorization by an absolute majority of outstanding shares entitled to vote, as well as approval by the board of directors, with respect to the terms of a merger or a sale of substantially all of the assets of the corporation. Under Nevada law, Board approval and authorization of stockholders by an absolute majority of outstanding shares entitled to vote is required for a merger or sale of all of the assets of a corporation. However it is not entirely clear under Nevada law if stockholder authorization is required for the sale of less than all of the assets of a corporation.

Dissenters’ Rights. In both Colorado and Nevada, dissenting shareholders of a corporation engaged in certain major corporate transactions are entitled to appraisal rights. Appraisal rights permit a shareholder to receive cash equal to the fair market value of the shareholder’s shares (as determined by agreement of the parties or by a court) in lieu of the consideration such shareholder would otherwise receive in any such transaction.

Under Colorado law, appraisal rights are generally available for the shares of any class or series of stock of a Colorado corporation in a merger or consolidation, provided that no appraisal rights are available for the shares of any class or series of stock that, at the record date for the meeting held to approve such transaction, were either (1) listed on a national securities exchange or (2) held of record by more than 2,000 stockholders. Even if the shares of any class or series of stock meet the requirements of subsections (1) or (2) above, appraisal rights are available for such class or series if the holders thereof receive in the merger or consolidation anything except cash, shares of stock of the issuing corporation or shares of stock of a corporation that is either listed on a national securities exchange or whose stock is held of record by more than 2,000 holders, or a combination thereof. Colorado allows beneficial owners of shares to file a petition for appraisal without the need to name a nominee as a nominal plaintiff.

Under Nevada law, a stockholder is entitled to dissent from, and obtain payment for the fair value of his or her shares in the event of (i) certain acquisitions of a controlling interest in the corporation, (ii) consummation of a plan of merger, if approval by the stockholders is required and the stockholder is entitled to vote on the merger or if the domestic corporation is a subsidiary and is merged with its parent, (iii) a plan of exchange in which the corporation is a party, or (iv) any corporate action taken pursuant to a vote of the stockholders, if the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares. Holders of securities listed on a national securities exchange or held by at least 2,000 stockholders of record are generally not entitled to dissenters’ rights. This exception is not, however, available if the articles of incorporation of the corporation issuing the shares state that it is not available, or if the holders of the class or series are required under the plan of merger or exchange to accept for the shares anything except cash, shares of stock as described in Nev. Rev. Stat. § 92A.390(b), or a combination thereof. Nevada law prohibits a dissenting shareholder from voting his shares or receiving certain dividends or distributions after his dissent.

Special Meetings of the Stockholders. Colorado law permits special meetings of stockholders to be called by the board of directors or by any other person authorized in the bylaws or in a resolution of the Board to call a special stockholder meeting. In addition, a special meeting may be called by holders of shares representing at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting. Nevada law permits special meetings of stockholders to be called by the entire board of directors, any two directors, or the President, unless the articles of incorporation or bylaws provide otherwise. Under the by-laws of Splash and, a special meeting of stockholders may be called upon the request of holders representing not less than ten percent of all votes entitled to be cast on any issue that may be properly proposed to be considered at such a special meeting. Splash Nevada will have the same or a similar provision.

Special Meetings Pursuant to Petition of Stockholders. Colorado law provides that a shareholder of a corporation may apply to the district court in which the principal address of the corporation within the State of Colorado is located, if the corporation does not have a principal office located within the State of Colorado, the district court in the county in which the registered agent of the corporation is located, if the corporation fails to hold an annual meeting for the election of directors within the earlier of six months after the close of the corporation’s most recently ended fiscal year or fifteen months after its last annual meeting. Nevada law is more restrictive. Under Nevada law, stockholders having not less than 15% of the voting interest may petition the district court to order a meeting for the election of directors if a corporation fails to call a meeting for that purpose within 18 months after the last meeting at which directors were elected. The reincorporation may make it more difficult for our stockholders to require that an annual meeting be held without the consent of the Board.

Duration of Proxies. Under Colorado law, a proxy executed by a stockholder will remain validappointment, for a period of eleven months, unless the proxy provides for a different period. Under Nevada law, a proxy is effective only for a period of six months, unless it is coupled with an interest or unless otherwise provided in the proxy, which duration may not exceed seven years. Nevada law also provides for irrevocable proxies, without limitation on duration, in limited circumstances.

Shareholders’ List. Under Colorado law, a corporation is required to make available for inspection by any shareholder or such shareholder’s agent in connection with any meeting of shareholders, a list of shareholders and the number of shares owned by each shareholder beginning the earlier of ten days before the meeting for whichin person at our corporate offices in Fort Lauderdale, Florida, and in electronic form at the list was preparedmeeting.

It is important that your shares are represented and voted at the meeting. You can vote your shares by completing, signing, and returning your completed proxy card or two business days after noticevote by mail, internet or by fax by following the instructions included in the proxy statement. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement.

We are holding the 2022 Annual Meeting of Stockholders in a virtual-only meeting format via live webcast on the internet. You will not be able to attend at a physical location. Stockholders will be able to join and attend online by logging in at www.virtualshareholdermeeting.com/SBEV2022. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS

The Proxy Statement and the 2021 Annual Report on Form 10-K are available at

www.splashbeveragegroup.com or www.proxyvote.com

TABLE OF CONTENTS

Stockholders Should Read the Entire Proxy Statement Carefully Prior to Returning Their Proxies

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Splash Beverage Group, Inc. for use at our 2022 annual meeting is givenof stockholders to be held in a virtual-only (online) meeting format via live webcast on the Internet on December 15, 2022 at 10:00 a.m. Eastern Time. Voting materials, including this proxy statement and continuing through the meeting,proxy card, are expected to be first delivered to all or our stockholders on or about November 8, 2022.

QUESTIONS AND ANSWERS

Following are some commonly asked questions raised by our stockholders and any adjournment thereof, at the corporation’s principal office or at a place identified in the noticeanswers to each of the meeting in the city in which the meeting will be held. There is no similar requirement under Nevada law.those questions.

IncreasingWhat may I vote on at the annual meeting?

At the annual meeting, stockholders will consider and vote upon the following matters:

How does the Board of Directors recommend that I vote on the proposals?

Our Board unanimously recommends that the stockholders vote “FOR” the election of each nominee as director and “FOR” each of the other proposals being put before our stockholders at the meeting.

How do I vote?

Whether you plan to attend the online annual meeting or Decreasing Authorized Shares. Nevada law allowsnot, our Board urges you to vote by proxy. If you vote by proxy, the board of directors of a corporation, unless restricted byindividuals named on the proxy card, or your “proxies,” will vote your shares in the manner you indicate. You may specify whether your shares: should be voted for or withheld for the nominees for director; should be voted for; and should be voted for, against or abstained with respect to approving the amendment to our articles of incorporation to increase or decrease the number of authorized shares of common stock. Voting by proxy will not affect your right to virtually attend the annual meeting. If your shares are registered directly in your name through our transfer agent, Equiniti Shareowner Services, or you have stock certificates registered in your name, you may submit a proxy to vote:

Telephone and Internet voting facilities for all stockholders of record will be available 24-hours a day and will close at 11:59 p.m., Eastern Time, on December 14, 2022.

If your shares are held in “street name” (held in the name of a bank, broker or other nominee who is the holder of record), you must provide the bank, broker or other nominee with instructions on how to vote your shares and correspondingly effectcan do so as follows:

How may I attend and participate in the Meeting?

We will be hosting the meeting live via the internet. There will not be a forwardphysical location for the meeting. Our virtual meeting allows stockholders to submit questions and comments before and during the meeting. After the meeting, we will spend up to 15 minutes answering stockholder questions. Our virtual format also allows stockholders from around the world to participate and ask questions and for us to give thoughtful responses. Any stockholder can listen to and participate in the meeting live via the internet at www.virtualshareholdermeeting.com/SBEV2022. Stockholders may begin submitting written questions through the internet portal at 9:45 a.m. (Eastern Time) on December 15, 2022, and the webcast of the annual meeting will begin at 10:00 a.m. (Eastern Time) that day.

Stockholders may also vote while connected to the meeting on the Internet. You will need the control number included on your Notice or reverse splityour proxy card (if you received a printed copy of the proxy materials) in order to be able to vote your shares or submit questions. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/SBEV2022.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page.

If you do not have your control number, you will be able to listen to the meeting only — you will not be able to vote or submit questions.

What happens if additional matters are presented at the annual meeting?

Other than the matters identified in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy, the person named as proxy holder, Robert Nistico, our Chief Executive Officer, or Ron Wall, our Chief Financial Officer will have the discretion to vote your shares on any additional matters properly presented for a vote at the annual meeting.

What happens if I do not give specific voting instructions?

If you hold shares in your name and you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board on all matters and as the proxy holder may determine in her or his discretion with respect to any other matters properly presented for a vote before the annual meeting. If you hold your shares through a stockbroker, bank or other nominee and you do not provide instructions on how to vote, your stockbroker or other nominee may exercise their discretionary voting power with respect to certain proposals that are considered as “routine” matters

If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform us that it does not have the authority to vote on these matters with respect to your shares. This is generally referred to as a “broker non-vote.” When the vote is tabulated for any particular matter, broker non-votes will be counted for purposes of determining whether a quorum is present, but will not otherwise be counted. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to the election of our Board of Directors, and amendment to our Articles of Incorporation to increase the number of authorized shares of common stock. We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the notice.

What is the quorum requirement for the annual meeting?

On October 27, 2022, the Record Date for determining which stockholders are entitled to vote at the annual meeting or any adjournments or postponements thereof, there were 39,946,916 shares of our common stock outstanding which is our only class or series of voting securities. Each share of common stock entitles the corporation’s shares withoutholder to one vote on matters submitted to a vote of the stockholders, so longour stockholders. Holders of thirty-four percent (34%) of our outstanding stock as the action taken does not change or alter any right or preference of the stockholderRecord Date must be present at the annual meeting (in person or represented by proxy) in order to hold the meeting and does not include any provision or provisions pursuant to which only moneyconduct business. This is called a quorum. Your shares will be paidcounted for purposes of determining if there is a quorum, even if you wish to abstain from voting on some or script issued to stockholders who hold 10%all matters introduced at the annual meeting, if you are present and vote online at the meeting or more of the outstanding shares of the affected class and series, and who would otherwise be entitled to receive fractions of shares in exchange for the cancellation of all of their outstanding shares. Colorado law does not containhave properly submitted a similar provision.proxy card or voted by mail, internet or fax.

Stockholder Inspection RightsHow can I change my vote after I return my proxy card?. Under Colorado law, a shareholder is entitled to inspect

You may revoke your proxy and copy, during regular business hourschange your vote at any time before the final vote at the corporation’s principal office,annual meeting. You may do this by signing a new proxy card with a later date or by attending the articlesannual meeting at www.virtualshareholdermeeting.com/SBEV2022 and voting at the meeting. However, your attendance at the annual meeting will not automatically revoke your proxy unless you vote at the annual meeting or specifically request in writing that your prior proxy be revoked.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within our Company or to third parties, except:

Any written comments that a stockholder might include on the proxy card may be forwarded to our management.

Where can I find the voting results of the corporation’s directorsannual meeting?

The preliminary voting results will be announced at the annual meeting. The final voting results will be tallied by our inspector of elections and officers,reported in a Current Report on Form 8-K, which we will file with the corporation’s most recent annual reportSecurities and all financial statements prepared for the periods ended during the last three years that a shareholder could have requested the same, only if the stockholder gives at least fiveExchange Commission, or SEC, within four business days’ prior written notice to the corporation, provided (i) the shareholder has been a shareholder for at least three months immediately preceding the demand to inspect or copy or is a shareholder of at least five percent of all of the outstanding shares of any class of shares of the corporation asdays of the date of the demand is made; (ii)annual meeting.

How can I obtain a separate set of voting materials?

To reduce the demand is made in good faith and for a proper purpose; (iii) the shareholder describes with reasonable particularity the purpose and the records the shareholder desiresexpense of delivering duplicate voting materials to inspect; and (iv) the recordsour stockholders who may have more than one Splash Beverage Group, Inc. stock account, we are directly connected with the described purpose. Under Nevada law,delivering only one Notice to certain stockholders who share an address, unless otherwise requested. If you share an address with another stockholder and have received only one Notice, you may write or call us to request to receive a separate Notice. Similarly, if you share an address with another stockholder and have received multiple copies of the rightNotice, you may write or call us at the address and phone number below to inspect the books of account and recordsrequest delivery of a corporationsingle copy of this Notice. For future annual meetings, you may request separate Notices, or request that we send only one Notice to you if you are receiving multiple copies, by writing or calling us at:

Splash Beverage Group, Inc.
Attention: Robert Nistico, Chief Executive Officer
1314 East Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33301
Tel: (954) 745-5815

Who pays for any proper purpose. the cost of this proxy solicitation?

We will pay the costs of the solicitation of proxies. We may also reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding the voting materials to their customers who are beneficial owners and obtaining their voting instructions. In addition to soliciting proxies by mail, our board members, officers and employees may solicit proxies on our behalf, without additional compensation, personally, electronically or by telephone.

How can I obtain a copy of Splash Beverage Group, Inc.’s 2021 Annual Report on Form 10-K?

You may obtain a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 by sending a written request to the address listed above under “How can I obtain a separate set of voting materials?” Our 2021 Annual Report on Form 10-K is available by accessing our Investors page at www. https://splashbeveragegroup.com and our Form 10-K with exhibits is available on the website of the SEC at www.sec.gov.

What is the voting requirement to approve the proposals?

The rightproposals to inspectapprove an amendment to our Articles of Incorporation, as amended, to increase the booksnumber of account and all financial recordsauthorized shares of common stock, $.001 from 150,000,000 to 300,000,000 needs to be approved by a corporation, to make copies of records and to conduct an audit of such records is granted only to a stockholder who owns at least 15%majority of the issued and outstanding shares of a Nevada corporation, or who has been authorized in writing by the holders of at least 15% of such shares. A Nevada corporation may require a stockholderentitled to furnish the corporation with an affidavit that such inspection is for a proper purpose related to his or her interest as a stockholder of the corporation.

Splash Nevada

Splash Nevada, our wholly owned subsidiary, will be incorporated under the Chapter 78 of the Nevada Revised Statutes on or around October 20,  2021 for the purpose of merging with Splash. The address and phone number of Splash Nevada’s principal office are the same as those of Splash. Prior to the reincorporation merger, Splash Nevada will have no material assets or liabilities and will not have carried on any business.

Upon completion of the Reincorporation Merger, the rights of the shareholders of Splash Nevada will be governed by Chapters 78 and 92A (concerning Mergers) of the NRS and the articles of incorporation and the bylaws of Splash Nevada (the “Nevada Articles of Incorporation” and the “Nevada Bylaws,” respectively). Except as described above under the caption “Significant Differences between Colorado and Nevada Law,” the rights of shareholders under the Nevada Articles of Incorporation and the Nevada Bylaws are substantially the same as under Splash’s Articles of Incorporation and By-laws.

The Merger Agreement

The Merger Agreement provides that we will merge with and into Splash Nevada, with Splash Nevada being the surviving corporation. Pursuant to the Merger Agreement, Splash Nevada will assume all assets and liabilities of the Company, including obligations under our outstanding indebtedness and contracts. Our existing board of directors and officers will become the board of directors and officers of Splash Nevada for identical terms of office.

At the effective time of the Reincorporation Merger, each outstanding share of common stock, automatically will be converted into one share of common stock, par value $0.001,  of Splash Nevada (“Nevada common stock”). You will not have to exchange your existing stock certificates of Splash for stock certificates of Splash Nevada However, after consummation of the Reincorporation Merger, any shareholder desiring a new form of stock certificate (at their option and at their expense) may submit the existing stock certificate to Splash Nevada’s transfer agent for cancellation, and obtain a new Nevada form of certificate.

Certain Federal Income Tax Consequences of the Reincorporation.

Splash intends the reincorporation to be a tax-free reorganization under the Internal Revenue Code of 1986, as amended. Assuming the Reincorporation Merger qualifies as a tax-free reorganization, the holders of Splash common stock will not recognize any gain or loss under the Federal tax laws as a result of the consummation of the Reincorporation Merger, and neither will Splash nor Splash Nevada. Each shareholder will have the same basis in Splash Nevada’s common stock received as a result of the reincorporation as that holder has in the common stock of Splash held at the time the Reincorporation Merger is consummated. Each holder’s holding period in Splash Nevada’s common stock received as a result of the Reincorporation Merger will include the period during which such holder held the common stock of Splash at the time the Reincorporation Merger is consummated, provided the latter was held by such holder as a capital asset at the time of consummation of the Reincorporation Merger.

This Proxy Statement only discusses U.S. federal income tax consequences and has done so only for general information. It does not address all of the federal income tax consequences that may be relevant to particular stockholders based upon individual circumstances or to stockholders who are subject to special rules, such as, financial institutions, tax-exempt organizations, insurance companies, dealers in securities, foreign holders or holders who acquired their shares as compensation, whether through employee stock options or otherwise. This Proxy Statement does not address the tax consequences under state, local or foreign laws.

This discussion is basedvote on the Internal Revenue Code, laws, regulations, rulingsproposal. Abstentions and decisions in effect as of the date of this Proxy Statement, all of which are subject to differing interpretations and change, possibly with retroactive effect. The Company has neither requested nor received a tax opinion from legal counsel or rulings from the Internal Revenue Service regarding the consequences of reincorporation. There can be no assurance that future legislation, regulations, administrative rulings or court decisions would not alter the consequences discussed above.

You should consult your own tax advisor to determine the particular tax consequences to you of the reincorporation, including the applicability and effect of federal, state, local, foreign and other tax laws.

Effective Time

It is anticipated that the Reincorporation Merger, and consequently the reincorporation, will become effective at the time that will be set forth in each of the Articles of Merger to be filed with the Office of the Secretary of State of Nevada in accordance with Section 200 of Chapter 92A of the Nevada Revised Statutes and the filing of a Statement of Merger with the Office of the Secretary of State of Colorado in accordance with Part 3 of Article 90 of the CBCA, a statement of merger pursuant to Section 7-90-203.7.

Securities Act Consequences

The shares of Splash Nevada common stock to be issued in exchange for shares of Splash common stock are not being registered under the Securities Act of 1933, as amended (the “Securities Act”). In that respect, Splash Nevada relying on Rule 145(a)(2) under the Securities Act, which provides that a merger which has as its sole purpose a change in the domicile of the corporation does not involve the sale of the securities for purposes of the Securities Act. After the Merger, Splash Nevada will be a publicly held company, and it will file with the SEC and provide to its stockholders the same type of information that we have previously filed and provided. Stockholders whose shares of Splash Common Stock are freely tradable before the Reincorporation Merger will continue to have freely tradable shares of the common stock of Splash Nevada. Stockholders holding restricted shares of common stock of Splash Nevada will be subject to the same restrictions on transfer as those to which their present shares of Splash common stock are subject. In summary, Splash Nevada and its stockholders will be in the same respective positions under the federal securities laws after the Reincorporation Merger as they were in Splash and its shareholders prior to the Reincorporation Merger.

No Exchange of Stock Certificates Required

Shareholders are not required to exchange their stock certificates for new certificates representing shares of Splash Nevada common stock. New stock certificates representing shares of Splash Nevada common stock will not be issued to a stockholder until such shareholder submits one or more existing certificates for transfer, whether pursuant to sale or other disposition. However, shareholders (at their option and at their expense) may exchange their stock certificates for new certificates representing shares of Splash Nevada common stock following the Effective Time of the Reincorporation Merger.

Accounting Treatment of the Reincorporation Merger

The Reincorporation Merger will be accounted for as a reverse merger whereby, for accounting purposes, Splash will be considered the accounting acquiror and Splash Nevadabroker non-votes will be treated as shares that are present, or represented and entitled to vote for purposes of determining the successor topresence of a quorum at the historical operationsannual meeting. Abstentions will not be counted in determining the number of Splash. Accordingly,votes cast in connection with any matter presented at the historical financial statements of Splash, which previously have been reported toannual meeting. Broker non-votes will not be counted as a vote cast on any matter presented at the Securities and Exchange Commission on Forms 10-K and 10-Q, among others, as of and for all periods through the date of this proxy statement, will be treated as the financial statements of Splash Nevada.annual meeting.

Appraisal and Dissenters’ Rights

Under applicable Colorado law concerning dissenting shareholder appraisal rights, Splash shareholders who do not consent to the Merger Agreement and the Reincorporation Merger may, under certain conditions, become entitled to be paid cash for the fair market value of their Splash common stock in lieu of receiving shares of Splash Nevada’s common stock in accordance with the terms of the Merger Agreement.

Summarized belowHow many votes are the dissenters’ rights of the holders of Splash common stock and the statutory procedures required to be followed in order to perfect such rights. Article 113 ofapprove other matters that may come before the CBCA governs dissenters’ rights under the CBCA. The following summary is qualified in its entirety by reference to Article 113 of the CBCA, and such Article should be reviewed carefully by holders of Splash common stock. Failure to comply strictly with all conditions for asserting rights as a dissenting stockholder, including the time limits, will result in loss of such dissenters’ rights by the dissenting stockholder.

The Merger Agreement will provide that shares of Splash common stock that are outstanding immediately prior to the consummation of the Merger and have not been voted in favor of, or consented to, the Merger will not be entitled to receive shares of Splash Nevada common stock if the holder of the shares validly exercises and perfects statutory appraisal rights with respect to the shares. However, the shares will be automatically converted into the right to receive shares of Splash Nevada common stock on the same basis that all other shares of Splash capital stock are converted in the Merger when and if the holder of those shares withdraws his, her or its demand for appraisal or otherwise becomes legally ineligible to exercise appraisal rights.

Any shareholder who wishes to exercise dissenter’s appraisal rights under Article 113 of the CBCA or who wishes to preserve his, her or its right to do so should review Article 113 of the CBCA carefully. Failure to comply with the procedures set forth therein will result in the loss of such rights.

Under Article 113 of the CBCA, you must follow the procedures set forth in Section 7-113-204 to receive a cash payment of the fair value of those shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest,stockholders at the rate specified in Section 7-113-101. You should be aware that the fair value of your shares of Splash common stock as determined by Section 7-113-206 could be more than, the same as or less than the shares of Splash Nevada common stock you would have received in the Merger if you did not seek appraisal of your shares.

A holder of Splash common stock who wishes to assert dissenters’ rights under Article 113 of the CBCA must (i) cause us to receive written notice of the holder’s intention to demand a cash payment for the holder’s shares of Splash common stock if the merger is effectuated; and (ii) not vote the shares of Splash common stock in favor of the merger. A holder of Splash common stock failing to satisfy these requirements will not be entitled to dissenters’ rights under Article 113.

We must give a written dissenters’ notice to all Splash shareholders who are entitled to demand a cash payment for their shares under Article 113 (the “Dissenters’ Notice”) within ten days after the merger is effected. The Dissenters’ Notice must: (i) state that the merger was authorized and state the effective date or the proposed effective date of the merger; (ii) state an address at which it will receive cash payment demands and the address of a place where certificates for certificated shares must be deposited; (iii) supply a form for demanding a cash payment, which form shall request a dissenter to state an address to which a cash payment is to be made (the “Demand Notice”); (iv) set the date by which it must receive a cash payment demand and certificates for uncertificated shares, which date may not be less than 30 days after the date that the Dissenters’ Notice is given; (v) state the requirement regarding the dissent by record holders with respect to shares held by beneficial owners, as permitted by Section 7-113-103(3) of the CBCA; and (vi) be accompanied by a copy of Article 113. THIS PROXY STATEMENT WILL CONSTITUTE NOTICE TO THE HOLDERS OF SPLASH COMMON STOCK IN ACCORDANCE WITH SECTION 7-113-203 OF THE CBCA.meeting?

A shareholder who wishes to obtain a cash payment for his or her shares of Splash common stock must demand a cash payment by submitting A Demand Notice, or by stating such demand in another writing, and depositing the shareholder’s certificate(s) for certificated shares. A COPY OF THE FORM OF DEMAND NOTICE IS ANNEXED TO THIS PROXY STATEMENT AS APPENDIX A. DEMAND NOTICES, TOGETHER WITH CERTIFICATES EVIDENCING THE SHARES OF MERCARI COMMON STOCK OWNED BY SUCH DISSENTING SHAREHOLDERS, MUST BE SENT OR DELIVERED TO SPLASH BEVERAGE GROUP, INC., C/O SICHENZIA ROSS FERENCE LLP, 1185 AVENUE OF THE AMERICAS, 31st FLOOR, NEW YORK, NY 10036, ATTENTION: DARRIN M. OCASIO, ESQ. BY NOT LATER THAN NOVEMBER 19, 2021.

We may restrict the transfer of any shares not represented by a certificate from the date the demand for cash payment is received. The shareholder demanding a cash payment in accordance with Section 7-113-204 shall retain all rights of a shareholder, except the right to transfer shares, until the effective date of the merger. A shareholder who does not provide demand for a cash payment by the dates set forth in the Dissenter’s Notice and in accordance with Section 7-113-204 will not be entitled to a cash payment for his, her or its shares of Splash common stock as provided in the CBCA.

Pursuant to Sections 7-113-206 and 207 of the CBCA, upon the effective date of the merger or upon receipt of a cash payment demand, whichever is later, we must pay each dissenter who complied with Section 7-113-204 the amount of cash that we estimate to be the fair market value of the shares, plus accrued interest. The cash payment must be accompanied by (i) certain financial information regarding us; (ii) a statement of our estimate of the fair value of the shares; (iii) an explanation of how the interest was calculated; (iv) a statement of the dissenter’s right to demand a cash payment under Section 7-113-209; and (v) a copy of Section 7-113-206 of the CBCA.

Section 7-113-208 of the CBCA permits us to require each shareholder to certify in writing, or in the dissenter’s cash payment demand, whether or not the dissenter acquired beneficial ownership of his, her or its shares of Splash common stock before the date of the first announcement to the news media or to the shareholders, such date to be set forth in the dissenters’ notice. If any dissenter does not so certify in writing, we may offer to make a cash payment if the dissenter agrees to accept such payment in full satisfaction of the demand for a cash payment.

A dissenter may give written notice to us, within 30 days after we make or offer a cash payment for the dissenter’s shares of our common stock, of the dissenter’s estimate of the fair value of such shares and of the amount of interest due and may demand cash payment of such estimate, or reject our offer under Section 7-113-208 and demand a cash payment of the fair value of the shares and interest due if: (i) the dissenter believes that the amount of cash paid pursuant to Section 7-113-206 or offered pursuant to Section 7-113-208 is less than the full value of his, her or its shares of Splash common stock or that the interest due was incorrectly calculated; (ii) we fail to make a cash payment as required under Section 7-113-206 within the time specified above; or (iii) we do not return the deposited certificates as required by Section 7-113-207. Dissenters who do not give the required notice waive the right to demand a cash payment under Section 7-113-209.

If a demand for a cash payment under Section 7-113-209 remains unresolved, we may, within 60 days after receiving the cash payment demand, petition the court to determine the fair value of the shares of Splash common stock and accrued interest. All dissenters whose demands remain unsettled would be made a party to such a proceeding. Each dissenter is entitled to judgment for the amount the court finds to be the fair value of the shares of Splash common stock, plus interest, less any amount paid by us. The costs associated with this proceeding shall be assessed against us, unless the court finds that all or some of the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding cash payment under Section 7-113-209, in which case the court may assess the costs in the amount the court finds equitable against some or all of the dissenters. The court may also assess the fees and expenses of counsel and experts for the respective parties in amounts the court finds equitable, against us or the dissenters. If we do not commence a proceeding within the 60-day period, we must pay each dissenter whose demand remains unsettled the amount of cash demanded.

Required Stockholder Vote and Recommendation of Our Board of Directors

Approval of the Reincorporation requires theAn affirmative vote of a majority of the issued and outstanding shares entitled to vote on the proposal of common stock ofall other items being submitted to the Company. An abstention is effectively treated as a vote cast against this proposal.stockholders for their consideration.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEHow can I communicate with the non-employee directors on the Splash Beverage Group, Inc. Board of Directors?

The Board of Directors encourages stockholders who are interested in communicating directly with the non-employee directors as a group to do so by writing to the non-employee directors of the Board. Stockholders can send communications by mail to:

Splash Beverage Group, Inc.
“FOR” THIS PROPOSAL NO. 1.Attention: Robert Nistico, Chief Executive Officer
1314 East Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33301
Tel: (954) 745-5815

Correspondence received that is addressed to the non-employee directors will be reviewed by Mr. Nistico or his designee, who will regularly forward to the non-employee directors a summary of all such correspondence and copies of all correspondence that, in the opinion of Mr. Nistico, deals with the functions of the Board of Directors or committees thereof or that Mr. Nistico otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that is addressed to the non-employee members of the Board of Directors and request copies of any such correspondence.

WHO CAN HELP ANSWER YOUR QUESTIONS?

You may seek answers to your questions by calling Robert Nistico, our Chief Executive Officer at (954) 745-5815.

PROPOSAL 2- RATIFICATION OF THE APPOINTMENT OF INDEPENDENTCORPORATE GOVERNANCE

REGISTERED PUBLIC ACCOUNTING FIRMBoard of Directors

The Board of Directors oversees our business affairs and monitors the performance of management. In accordance with our corporate governance principles, the Board of Directors does not involve itself in day-to-day operations of the Company. The directors keep themselves informed through discussions with the Chief Executive Officer, other key executives and by reading the reports and other materials that we send them and by participating in Board of Directors and committee meetings. Our directors hold office until their successors have been elected and duly qualified unless the director resigns or by reason of death or other cause is unable to serve in the capacity of director. Biographical information about our directors is provided in “Election of Director — Proposal No. 1” on page 17.

Director Independence

The Board of Directors has appointed Daszkal Bolton LLP (“Daszkal Bolton”)considered the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the listing standards of the NYSE. Based upon information solicited from each nominee, the Board of Directors has affirmatively determined that Peter McDonough, and Candace Crawford have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and are “independent” within the meaning of the NYSE’s director independence standards and Audit Committee independence standards, as currently in effect.

Board leadership structure and role in risk oversight

The Board of Directors oversees our independent registered certified public accounting firm forbusiness and affairs and monitors the performance of management. In accordance with corporate governance principles, the Board of Directors does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chief Executive Officer and other key executives, visits to the Company’s facilities, by reading the reports and other materials that we send them and by participating in Board and committee meetings. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.

Code of Ethics

We have adopted a code of business conduct and ethics that applies to our directors, officers (including our Chief Executive Officer, Chief Financial Officer and any person performing similar functions) and employees. Our Code of Ethics is available at our website at www.splashbeveragegroup.com.

Board of Directors Meetings and Attendance

During the fiscal year endingended December 31, 2021, the Board of Directors held 5 meetings. All directors attended the board meetings.

Legal Proceedings

None of the Company’s current directors or executive officers have been involved, in the past ten years and in a manner material to an evaluation of such director’s or officer’s ability or integrity to serve as a director or executive officer, in any of those “Certain Legal Proceedings” more fully detailed in Item 401(f) of Regulation S-K, which include but are not limited to, bankruptcies, criminal convictions and an adjudication finding that an individual violated federal or state securities laws.

Because of the size of the Board of Directors and the historically small turnover of its members, the Board of Directors and independent directors (with respect to selecting and nominating independent directors) address the need to retain members and fill vacancies after discussion among current members. Accordingly, the Board of Directors and Corporate Governance and Nominating Committee have determined that it is appropriate not to have such a policy at this time.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that as of the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements.

BOARD COMMITTEES

Our Board of Directors has further directed that the selection of Daszkal Bolton be submitted to a vote of shareholders at the Special Meeting for ratification. We are asking our stockholders to ratify the selection of Daszkal Bolton as our independent registered public accounting firm. Although ratification is not requiredformed three standing committees: audit, compensation, and nominating and corporate governance. Actions taken by our Bylaws or otherwise,committees are reported to the Boardfull board. Each of our committees has a charter and each charter is submittingposted on our website.

Audit Committee

We have separately designated an Audit Committee. The Audit Committee is responsible for, among other things, the selectionappointment, compensation, removal and oversight of Daszkal Bolton to our stockholders for ratification because we value our stockholders’ views onthe work of the Company’s independent registered public accounting firm, overseeing the accounting and as a matterfinancial reporting process of good corporate practice.

Representatives of Daszkal Bolton LLP are not expected to attend the Special Meeting.

Company, and reviewing related person transactions. Our Audit Committee Pre-Approval Policies and Procedures

The Audit Committee, among other things, is responsible for:

The Board has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and the NYSE American The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The Audit Committee consistscomprised of Peter McDonough and Candace Crawford. Under NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Also, as a smaller reporting company, we are only required to maintain an audit committee of two independent directors. Our Board has determined that Peter McDonough and Candace Crawford are independent under NYSE listing standards and applicable SEC rules. Candace Crawford is the chairpersonChairperson of the Audit Committee.audit committee. Each member of the audit committee is financially literate and our Board has determined that Candace Crawford qualifies as an “audit committee financial expert” as defined in applicable SEC rules. AsThe Audit Committee operates under a smaller reporting company, we are only required to maintain an audit committeewritten charter adopted by the Board of two independent directors

BasedDirectors, which can be found in on the review and the discussions described above,our website at www.splashbeveragegroup.com. During 2021, the Audit Committee recommendedheld four meetings in person or through conference calls.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for overseeing the appropriate and effective governance of the Company, including, among other things, (a) nominations to the Board of Directors and making recommendations regarding the size and composition of the Board of Directors and (b) the development and recommendation of appropriate corporate governance principles. The Nominating and Corporate Governance Committee consists of Peter McDonough and Candace Crawford, each of whom is an independent director (as defined under Section 803 of the NYSE American LLC Company Guide). The Chairperson of the committee is Peter McDonough. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com within the “Investor Information” section.

The Nominating and Corporate Governance Committee adheres to the Company’s bylaws provisions and Securities and Exchange Commission rules relating to proposals by stockholders when considering director candidates that might be recommended by stockholders, along with the requirements set forth in the committee’s Policy with Regard to Consideration of Candidates Recommended for Election to the Board of Directors, also available on our website. The Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying and selecting qualified candidates for election to the Board of Directors prior to each annual meeting of the Company’s stockholders. In identifying and evaluating nominees for director, the Committee considers each candidate’s qualities, experience, background and skills, as well as other factors, such as the individual’s ethics, integrity and values which the candidate may bring to the Board of Directors.

During 2021, the Compensation Management Resources Committee held two meetings in person or through conference calls.

Compensation Committee

We have established a Compensation and Management Resources Committee of our Board of Directors. The purpose of the Compensation and Management Resources Committee is to assist the Board in discharging its responsibilities relating to executive compensation, succession planning for the Company’s executive team, and to review and make recommendations to the Board regarding employee benefit policies and programs, incentive compensation plans and equity-based plans.

The members of our Compensation and Management Resources Committee are Peter McDonough and Candace Crawford. Candace Crawford is the chairperson of the Compensation and Management Resources Committee.

Under NYSE listing standards, we are required to have at least two members of the compensation committee, all of whom must be independent directors. Our board of directors has determined that each of Peter J. McDonough and Candace Crawford is independent under NYSE listing standards. The Compensation and Management Resources Committee is responsible for, among other things, (a) reviewing all compensation arrangements for the executive officers of the Company and (b) administering the Company’s stock option plans. The Compensation and Management Resource Committee operates under a written charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com within the “Investor Information” section.

The duties and responsibilities of the Compensation and Management Resources Committee in accordance with its charter are to review and discuss with management and the Board the objectives, philosophy, structure, cost and administration of the Company’s executive compensation and employee benefit policies and programs; no less than annually, review and approve, with respect to the Chief Executive Officer and the other executive officers (a) all elements of compensation, (b) incentive targets, (c) any employment agreements, severance agreements and change in control agreements or provisions, in each case as, when and if appropriate, and (d) any special or supplemental benefits; make recommendations to the Board with respect to the Company’s major long-term incentive plans applicable to directors, executives and/or non-executive employees of the Company and approve (a) individual annual or periodic equity-based awards for the Chief Executive Officer and other executive officers and (b) an annual pool of awards for other employees with guidelines for the administration and allocation of such awards; recommend to the Board for its approval a succession plan for the Chief Executive Officer, addressing the policies and principles for selecting a successor to the Chief Executive Officer, both in an emergency situation and in the ordinary course of business; review programs created and maintained by management for the development and succession of other executive officers and any other individuals identified by management or the Compensation and Management Resources Committee; review the establishment, amendment and termination of employee benefits plans, review employee benefit plan operations and administration; and any other duties or responsibilities expressly delegated to the Compensation and Management Resources Committee by the Board from time to time relating to the Committee’s purpose.

The Compensation and Management Resources Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Compensation and Management Resources Committee or to meet with any members of, or consultants to, the Compensation and Management Resources Committee. The Company’s Chief Executive Officer does not attend any portion of a meeting where the Chief Executive Officer’s performance or compensation is discussed, unless specifically invited by the Compensation and Management Resources Committee.

The Compensation and Management Resources Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, Chief Executive Officer or other executive officer compensation or employee benefit plans and has sole authority to approve the consultant’s fees and other retention terms. The Compensation and Management Resources Committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other experts, advisors and consultants to assist in carrying out its duties and responsibilities and has the authority to retain and approve the fees and other retention terms for any external experts, advisors or consultants.

During 2021, the Compensation Management Resources Committee held two meetings in person or through conference calls.

DIRECTOR COMPENSATION

The following table sets forth the compensation of our directors for the years ended December 31, 2021:

The following table sets forth the compensation of our directors for the years ended December 31, 2020:

AUDIT COMMITTEE REPORT*

The Audit Committee of the Board of Directors (the “Audit Committee”) was formed in June 2021. The Audit Committee is composed of the following two directors: Candace Crawford and Peter McDonough, each of whom is “independent” within the meaning of the applicable requirements set forth in or promulgated under the Exchange Act and within the meaning of the New York Stock Exchange (“NYSE”) listing standards.

Management is responsible for the Company’s financial statements, financial reporting process and systems of internal accounting and financial reporting control. The Company’s independent auditor is responsible for performing an independent audit of the Company’s financial statements in accordance with auditing standards generally accepted in the United States and for issuing a report thereon. The Audit Committee’s responsibility is to oversee all aspects of the financial reporting process on behalf of the Board of Directors. The responsibilities of the Audit Committee also include engaging and evaluating the performance of the accounting firm that serves as the Company’s independent auditor.

The Audit Committee discussed with the Company’s independent auditor, with and without management present, such auditor’s judgments as to the quality, not just acceptability, of the Company’s accounting principles, along with such additional matters required to be discussed under the Statement on Auditing Standards No. 61, “Communication with Audit Committees.” The Audit Committee has discussed with the independent auditor, the auditor’s independence from the Company and its management, including the written disclosures and the letter submitted to the Audit Committee by the independent auditor as required by the Independent Standards Board Standard No. 1, “Independence Discussions with Audit Committees.”

In reliance on such discussions with management and the independent auditor, review of the representations of management and review of the report of the independent to the Audit Committee, the Audit Committee recommended (and the Board approved) that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with2021. The Audit Committee and the SEC.Board of Directors have also, respectively, recommended and approved the selection of the Company’s current independent auditor, which approval is subject to ratification by the Company’s stockholders.

Submitted by:
Audit Committee of the Board of Directors

/s/ Candace Crawford, Chairperson of the Audit Committee

/s/ Peter McDonough

DIRECTORS AND EXECUTIVE OFFICERS

The Audit Committeefollowing sets forth information about our directors and executive officers as of October 28, 2022:

Directors are elected annually and hold office until the next annual meeting of the stockholders of the Company and until their successors are elected. Officers are elected annually by the Board of Directors (the “Board”) and serve at the discretion of the Board.

Robert Nistico, age 59, on March 31, 2020 became the Chief Executive Officer and a member of the Board of the Company. Since 2012, Mr. Nistico has served as the Chief Executive Officer and a member of the Board of Splash Beverage Group, Inc., prior to the Company’s acquisition by CMS. Mr. Nistico also considered whetherserved as the non-audit services renderedpresident of Viva Beverages, LLC from 2009 to 2011. Mr. Nistico was the fifth employee at Red Bull North America, Inc. where he worked from 1996 to 2007 and served as Vice President of Field Marketing and Sr. Vice President/General Manager. Mr. Nistico was instrumental in building the Red Bull brand in North and Central America and the Caribbean from no revenues to $1.45 billion in annual revenues. Earlier, he held the brand position of Regional Portfolio V.P and Division Manager for Diageo (formerly I.D.V. / Heublein), General Sales Manager for Republic National (formerly The Julius Schepps Company) and North Texas State Manager for The E & J Gallo Winery (and a variety of other management positions for those companies). Mr. Nistico serves as a director of Apollo Brands. Mr. Nistico has more than 27 years of experience in the beverage industry, including direct and indirect sales management, strategic brand management & marketing, finance, operations, production and logistics. Mr. Nistico holds a B.A. from the University of Colorado. The Company believes that Mr. Nistico’s extensive career in the beverage industry brings value to the Board.

Ron Wall, 55, is a collaborative finance executive with expertise leveraging analysis, insights and team approaches, driving organizational improvements, and implementing practices and controls. From 2016 to 2022, Mr. Wall served as the Chief Financial Officer for Americas of William Grant & Sons Inc., a premium spirits company. Previously, Mr. Wall served in various capacities at William Grant & Sons Inc., including Chief Financial Officer for North America, and Chief Financial Officer for the United States of America.

William Meissner, age 56, became the President and Chief Marketing Officer of the Company in May of 2020. Mr. Meissner is a proven leader with more than twenty years of success in growing consumer brand companies with both large multinational and medium sized entrepreneurial organizations. Meissner has held several other leadership and board director roles. Prior to Splash Meissner was a board director and CEO in a beverage vertical organized by a mid-cap PE firm designed to acquire and build emerging brands, where he acquired two legacy tea brands from Nestle, Sweet Leaf Tea and Tradewinds Tea. Meissner served as CEO and Board Director or Genesis Today, Inc. a plant based superfood and supplement company, CEO and Board Director of a joint venture between Distant Lands Coffee Inc. and Caffitaly Systems s.p.a called Tazza Pronto Inc., CEO and Board Director of Jones Soda Inc., President of Talking Rain Beverages, Inc., Chief Marketing Officer of Coca-Cola’s Fuze Beverages, Brand Director of PepsiCo’s SoBe Beverages and Category Manager of Nutritional Beverages for Tetra Pak Inc. Meissner has an MBA from the University of Pittsburgh’s Katz Graduate School of Business and a Bachelor’s degree from Michigan State University. Meissner is married with three children and enjoys mountain bike riding, golf and volunteering.

Justin Yorke, age 56, became a member of the Board of the Company on March 31, 2020. Since March 31, 2020, Mr. Yorke has also served as the Company’s Secretary. Mr. Yorke has over 25 years of experience in finance. Based in Hong Kong for over 10 years, he managed funds for a private Swiss Bank, Darier Henstch from 1997 to 2000. Prior to that, from 1995 to 1997, Mr. Yorke managed funds for Peregrine Investments and from 1990 to 1995 Unifund, Asia, Ltd, Hong Kong, a high net-worth family office headquartered Geneva, Switzerland. From 2000 to 2004, he was a partner at Asiatic Investment Management, based in San Francisco. Since 2004, Mr. Yorke has been a partner in San Gabriel Advisors, LLC and Arroyo Capital Management, LLC and is the manager of the San Gabriel Fund, JMW Fund and Richland Fund. The funds are highly diversified in focus with investment holdings, public, private equity and debt investments and real estate investments. He has a B.A. degree from UCLA. Mr. Yorke is the principal of WesBev LLC, which prior to the merger between CMS and our Company was the majority shareholder of the Company. He also is an acting director and audit committee chair of Processa Pharmaceuticals, (ticker: PCSA). Mr. Yorke served as non-executive Chairman of Jed Oil and a Director/CEO at JMG Exploration. The Company believes that Mr. Yorke’s experience in finance brings value to the Board.

Peter J. McDonough, age 64, has served as an independent registered public accounting firm are compatibledirector of the Company since October 5, 2020 and previously served as a member of the Board of Splash Beverage Group, Inc. prior to the Company’s acquisition by CMS. Mr. McDonough brings more than 30 years of executive leadership experience from an array of global industry leading consumer goods companies. Most recently, Mr. McDonough was Chief Executive Officer of Trait Biosciences, Inc. (2019-2022) after serving as an independent management consultant (2016-2018). Earlier , Mr. McDonough served as President, Chief Marketing and Innovation Officer for Diageo North America (2006-2015). Prior to joining Diageo, Mr. McDonough was Vice President, European Marketing at The Procter & Gamble Company (2004-2006), where he led the Duracell Battery and Braun Appliance marketing organizations. From 2002 to 2004, Mr. McDonough was a member of the graduate business school faculty and lecturer at the University of Canterbury in Christchurch, New Zealand. Prior to this academic post he served as Vice President of Marketing for Gillette North America’s Blade Razor & Grooming Products Business where he directed the market launch of industry leading brands like Mach3 Turbo and Venus Razors. Earlier in his career, Mr. McDonough served as Director of North American Marketing at Black & Decker where he was involved in launching the DeWalt Power Tool Company. Mr. McDonough received a B.A. from Cornell University and a Master of Business Administration from the Wharton School of Business. He is also an independent director on the Board of Franklin BSP Realty Trust (NYSE : FBRT). The Company believes that Mr. McDonough’s executive leadership experience with global industry leading consumer goods companies brings value to the Board.

Candace Crawford, age 67, has served as an auditor maintaining independence.independent director since May 24, 2021. Ms. Crawford is a highly accomplished senior executive and entrepreneur with more than 30 years of success across the food and beverage, consumer products, manufacturing, retail, and commercial real estate industries. Her broad areas of expertise include strategic planning, growth and growing businesses, financial acumen, P&L, operations, and governance. Since 2017, Ms. Crawford has served as an adviser and board member to various companies. Ms. Crawford has sat on the board of Vive Organic since February 2019 and the board of Skin Te since June 2018. She served as the CEO of Coco Libre from 2015 to 2017. Under her management, she was able to expand distribution, grow product innovation and build awareness of the flagship coconut water brand Coco Libre. Prior to this, she was the Chief Operating Officer and Chief Financial Officer at Zico Beverages LLC from 2009 to 2013. Before making her debut in the beverage world, Candace was the Chief Financial Officer for five different companies including Metropolitan Theaters; Virgin Entertainment Group; Resort Theaters of America; OMP; and Ancora Capital. Ms. Crawford holds a Bachelor of Science in Business from the University of Southern California and is a Certified Public Accountant. The Audit Committee has determinedCompany believes that Ms. Crawford’s experience in food and beverage, consumer products, manufacturing, retail, and commercial real estate industries brings value to the rendering of such services is compatible with Daszkal Bolton LLP maintaining its independence.Board.

Required Stockholder VoteEXECUTIVE COMPENSATION

Summary Compensation Table

The following table, footnotes, and Recommendationnarratives provides information regarding the compensation earned by our NEOs during the years ended December 31, 2021 and 2020:

Employment Agreements

Robert Nistico

On March 12, 2012, the Company entered into an employment agreement with Robert Nistico, pursuant to which Mr. Nistico serves as Chief Executive Officer of the Company. Pursuant to Mr. Nistico’s employment agreement, the Company pays Mr. Nistico an annual salary of $275,000. Mr. Nisticio also receives an annual bonus of 50% of his annual salary and was granted an option to purchase 1,050,000 shares of common stock. In the event Mr. Nistico terminates his employment with the Company he shall provide the Company a minimum of 45 days of written notice.

On December 9, 2019, the board of directors of the Company extended Mr. Nistico’s employment agreement beginning December 1, 2019 and ending on November 30, 2024. Pursuant to the amendment, the Company increased Mr. Nistico’s base salary from $275,000 to $325,000.

William Meissner

On May 4, 2020, the Company entered into an employment agreement with William Meissner, pursuant to which Mr. Meissner serves as President and Chief Marketing Officer of Company. Pursuant to Mr. Meissner’s employment agreement, the Company pays Mr. Meissner an annual base salary of $325,000 and includes annual increases based on cost of living adjustments and performance at the discretion of the Company’s Chief Executive Officer. Mr. Meissner is also eligible for a discretionary bonus, as determined by the Company’s Chief Executive Officer, of up to 50% of Mr. Meissner’s base salary. Mr. Meissner also received a grant of an option to purchase 1,000,000 share of common stock under the Company’s equity incentive plan The employment agreement with Mr. Meissner’s does not have a fixed termination date and permits the Company to terminate Mr. Meissner upon twenty days prior written notice and grants Mr. Meissner the right to resign upon twenty days prior written notice.

Equity Compensation Plan Information

The following table gives information as of December 31, 2021, the end of the most recently completed fiscal year, about shares of common stock that have been issued under our Splash Beverage Group, Inc. 2020 Incentive Plan.

Outstanding Equity Awards at December 31, 2021

The following table summarizes the total outstanding equity awards as of December 31, 2021, for each Named Executive Officer:

Pension Benefits

None of our employees participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us. Our Compensation and Management Resources Committee may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our Company’s best interests.

Potential Payments Under Severance/Change in Control Arrangements

The table below sets forth potential payments payable to our current executive officers in the event of a termination of employment under various circumstances. For purposes of calculating the potential payments set forth in the table below, we have assumed that (i) the date of termination was December 31, 2021.

For each of our executive officers, the term “change of control” means:

The cash component (as opposed to option accelerations) of any change of control payment would be structured as a one-time cash severance payment.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of October 26, 2022, and as adjusted to reflect the sale of common stock in this offering, for:

Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially, subject to applicable community property laws. Unless otherwise specified, the address for each of the persons named in the table is 1314 E Las Olas Blvd. Suite 221, Fort Lauderdale, Florida 33301.

Our calculation of the percentage of beneficial ownership prior to this offering is based on 39,946,916 shares of common stock outstanding as of October 26, 2022. We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person or persons, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person or persons (and only such person or persons) by reason of these acquisition rights.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a description of the transactions and series of similar transactions, since January 1, 2021, that we were a participant or will be a participant in, which:

During the normal course of business, we incurred expenses related to services provided by our CEO or Company expenses paid by our CEO, resulting in related party payables, net of $0 as of March 31, 2021.

PRINCIPAL ACCOUNTING FEES AND SERVICES

December 31, 2021

December 31, 2020

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL 1

ELECTION OF DIRECTORS

The authorized number of members of the Board of Directors consists of six directors. Our Board of Directors recommends that Robert Nistico, Justin Yorke, Peter McDonough, and Candace Crawford be elected as members of the Board of Directors at the annual meeting. There are no family relationships between any of the executive officers and directors.

ApprovalPursuant to our bylaws, our Directors hold office until the next succeeding annual meeting of our independent registered public accounting firmshareholders and until their successors shall have been elected and shall qualify. Any Director or Directors of the corporation may be removed at any time, with or without cause, in the manner provided in Nevada Revised Statutes. A Director may resign at any time by giving written notice to the Board of Directors, President or Secretary of the corporation. The resignation shall take effect upon the date of receipt of such notice, or at any later period of time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires the affirmative vote ofit to be effective as such.

Vote Required

Directors are elected by a majority of the issued and outstanding shares entitled to vote on the proposal. Broker non-votes will not affect the outcome of the election of directors because brokers do not have discretion to cast votes cast aton this proposal without instruction from the Special Meeting, whether via virtual presence or by proxy, provided that a quorum is present. An abstention is effectively treated as a vote cast against this proposal.beneficial owner of the shares.

OURTHE BOARD OF DIRECTORS RECOMMENDS THAT YOUA VOTE “FOR” ELECTION OF
“FOR” THIS PROPOSAL NO. 2THE DIRECTOR NOMINEES.

PROPOSAL 3- ADJOURNMENT APPROVAL2

TO APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 150,000,000 TO 300,000,000

General

The Board of Directors has approved and adopted for submission to our stockholders an amendment to Article II, Section 1 of the Company’s articles of incorporation to increase the number of authorized shares of common stock of the Company from 150,000,000 to 300,000,000. The Board believes that the amendment is asking younecessary to approve a proposalmaintain flexibility to adjournissue shares of common stock to raise cash in one or more equity financings to fund our operations, to effect future awards under stockholder-approved equity incentive plans or for other general corporate purposes.

Current Capital Structure

As of October 26, 2022, we had 150,000,000 authorized shares, with 150,000,000 shares designated as common stock, $0.001 par value per share, of which 39,946,916 shares were issued and outstanding. Of the Meetingremaining 110,053,084 authorized shares of common stock, 10,098,834 shares are reserved for issuance upon the exercise of outstanding warrants, and 3,173,495 shares are reserved for issuance upon the exercise of issued and outstanding equity awards under the current equity incentive plans. This leaves 96,780,755 shares of our authorized common stock unissued and unreserved and available for future issuance.

Background and Purpose of the Amendment

While we believe our current cash resources to a later date or time, if necessary or appropriate,be sufficient to solicit additional proxiesfund our operations for at least the next twelve months, we believe that we will need the ability to raise cash in the event there are insufficient votesfuture in one or more equity financings to fund our operations, or for potential future acquisitions, as well as to affect future awards under stockholder-approved equity incentive plans or for other general corporate purposes. With our current number of remaining authorized shares, we have limited ability to issue shares upon exercises of outstanding options and warrants, we do not have any present plan, arrangement or understanding to issue any of the shares of common stock that will become available as a result of this proposed amendment. However, our Board believes it is in the best interests of the Company and our stockholders to have the shares available to provide additional flexibility to use our common stock for business and financial purposes in the future. The additional 150,000,000 authorized shares of common stock would be available for issuance for various purposes, as our Board may deem advisable, such as for future financings, to satisfy the issuance of shares of common stock on the conversion or exercise of our options, warrants or other convertible securities, to provide equity incentive to employees, officers, consultants and directors, to make stock-based acquisitions and for other general corporate purposes.

The additional authorized shares of common stock under the proposed amendment will provide us with essential flexibility to use our common stock, without further stockholder approval (except to the extent such approval may be required by law or by applicable exchange listing standards) to act quickly for any proper corporate purposes, including, without limitation, raising capital through one or more future public offerings or private placements of equity securities expanding our business and product pipeline, acquisition transactions, licensing, joint venture and other transactions, entering into strategic relationships, initiating commercial preparatory plans, providing equity-based compensation and/or incentives to employees, consultants, officers and directors, effecting stock dividends or for other general corporate purposes. For example, we will require substantial additional funding in order to develop and, if successful, commercialize our product candidates, and the additional authorized shares of common stock under the proposed amendment could be utilized for raising capital if we have an appropriate opportunity. Having an increased number of authorized but unissued shares of common stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our capitalization. The Board will determine whether, when and on what terms the issuance of shares of common stock may be warranted in connection with any of the foregoing purposes.

The Board believes this is good governance and standard for many companies at this stage of development. If the proposed amendment is not approved by our stockholders, our business development and financing alternatives will be limited by the lack of sufficient unissued and unreserved authorized shares of common stock, and stockholder value may be harmed, perhaps severely, by this limitation. In addition, our success depends in part on our continued ability to attract, retain and motivate highly qualified management and clinical and scientific personnel, and if the amendment is not approved by our stockholders, the lack of sufficient unissued and unreserved authorized shares of common stock to provide future equity incentive opportunities that our Compensation Committee deems appropriate could adversely impact our ability to achieve these goals. In summary, if our stockholders do not approve the amendment, we may not be able to access the capital markets, initiate or complete clinical trials and other key development activities, complete corporate collaborations or partnerships, conduct strategic business development initiatives, add to our product pipeline, attract, retain and motivate employees and others required to make our business successful, and pursue other business opportunities integral to our growth and success, all of which could severely harm our company and our future prospects.

Because it is anticipated that our directors and executive officers will be granted additional equity awards under the 2020 Plan, they may be deemed to have an indirect interest in the proposed amendment, because absent the amendment, we would not have sufficient authorized shares to grant such awards. However, the Board believes the amount of shares authorized by the 2020 Plan is small in relation to the total authorized shares of common stock of the Company.

The proposed amendment would not have any effect on par value. Our common stock is all of a single class, with equal voting, distribution, liquidation and other rights. The additional common stock to be authorized by adoption of the amendment would have rights identical to our currently outstanding common stock. Should our Board of Directors issue additional shares of common stock, existing stockholders would not have any preferential rights to purchase any newly authorized shares of common stock solely by virtue of their ownership of shares of our common stock, and their percentage ownership of our then outstanding common stock could be reduced. The issuance of additional shares of common stock could have the effect of diluting existing stockholder earnings per share, book value per share and voting power.

Rights of Additional Authorized Shares

The additional common stock to be authorized by stockholder approval of this proposal would have rights identical to the currently outstanding shares of our common stock.

Potential Adverse Effects of the Amendment

Adoption of the amendment will have no immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing stockholders. However, any future issuance of additional authorized shares of our common stock or preferred stock, at the future direction of the Board of Directors (and upon the approval of stockholders, if and as required by applicable law and any stock exchange regulation, if applicable) may, among other things, dilute the earnings per share of common stock and the equity and voting rights of those holding common stock at the time the additional shares are issued.

In addition to the purposes mentioned above, an increase in the number of such adjournmentauthorized shares of common stock may make it more difficult to, approveor discourage an attempt to, obtain control of the proposal set forthCompany by means of a takeover bid that the Board of Directors determines is not in proposalthe best interest of the Company and its stockholders. However, the Board of Directors does not intend or view the proposed increase in the number 1of authorized shares of common stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of the other proposals being considered atCompany.

Appraisal Rights

Pursuant to the Meeting.Nevada Revised Statutes, stockholders are not entitled to appraisal rights with respect to the Share Increase.

Effectiveness of Amendment

If the Company’s stockholders approveamendment is adopted, it will become effective upon the Adjournment Proposal, it could adjournfiling of a certificate of amendment to our articles of incorporation with the Meeting and any adjourned sessionSecretary of State of the Meeting and useState of Nevada.

Vote Required

The proposal to approve an amendment to our Articles of Incorporation, as amended, to increase the additional timenumber of authorized shares of common stock from 150,000,000 to solicit additional proxies, including300,000,000 requires the solicitation of proxies from stockholders that have previously returned properly executed proxies voting againstvotes cast “FOR” the approvalproposal majority of the proposal set forth in proposal number 1 or the other proposals. Among other things, approvalissued and outstanding shares entitled to vote as of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against approval of the proposal set forth in proposal number 1 or any of the other proposals such that the proposal set forth in proposal number 1 or such other proposal would be defeated, we could adjourn the Meeting without a vote on the proposal set forth in proposal number 1 or such other proposal and seek to convince the holders of those shares to change their votes to votes in favor of the proposal set forth in proposal number 1 or such other proposal.Record Date.

Vote Required and Recommendation of Board

Proposal No. 3 requires the affirmative vote of a majority of the shares present at the Meeting, whether online in virtual-only format or by proxy, provided that a quorum is present. An abstention is effectively treated as a vote cast against the Adjournment Proposal. Broker non-votes and failures of record holders to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote via virtual presence by ballot at the Meeting will have no effect on the outcome of the vote on the Adjournment Proposal.

OURTHE BOARD OF DIRECTORS RECOMMENDS THAT YOUA VOTE
“FOR” THIS PROPOSAL NO. 3 “FOR” THE ADOPTION AND APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 150,000,000 TO 300,000,000.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does nothereof, there are no other matters that we intend to present, any other matter for actionor have reason to believe others will present, at the Special Meeting other than as set forth in the Noticeannual meeting of Special Meeting and this Proxy Statement.stockholders. If, anyhowever, other matters properly come before the Special Meeting, it is intended thatannual meeting of stockholders, the shares represented byaccompanying proxy authorizes the proxies will be voted, in the absence of contrary instructions, in the discretion of the personsperson named in the Proxy Card.as proxy or his substitute to vote on such matters as he determines appropriate.

BENEFICIAL OWNERSHIPANNUAL REPORT ON FORM 10-K

As required, we have filed our Form 10-K for the fiscal year ended December 31, 2021 with the SEC. Stockholders may obtain, free of charge, a copy of the 2021 Form 10-K annual report by writing to us at 1314 E. Las Olas Blvd, Suite 221, Fort Lauderdale, Florida 33301, Attention: Robert Nistico, Chief Executive Officer, or from our website, www.splashbeveragegroup.com under the heading “Investors” and the subheading “SEC Filings” at www.proxyvote.com or at www.sec.gov.

HOUSEHOLDING OF COMPANY COMMON STOCK BYPROXY MATERIALS

DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS

The following table sets forth,SEC has adopted rules that permit companies and intermediaries such as of August 11, 2021, certain information regarding the beneficial ownership of the Company’s Common Stock and Preferred Stock outstanding by (i) each person knownbrokers to us to own or control 5% or more of our Common Stock, (ii) each of our directors, (iii) each of our “Named Executive Officers” (as defined in Item 402(a)(3) of Regulation S-K) and (iv) our current Named Executive Officers and Directors as a group. Unless otherwise indicated, each person named in the table below has sole voting and investment powersatisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “house holding,” potentially provides extra convenience for stockholders and cost savings for companies. We and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they are or we will be house holding materials to your address, house holding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in house holding and would prefer to receive a separate proxy statement, or if you currently receive multiple proxy statements and would prefer to participate in house holding, please notify your broker if your shares beneficially owned. As of August 11, 2021, there were 30,522,827 shares of the Company’s common stock outstanding.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSare held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to 1314 E. Las Olas Blvd, Suite 221, Fort Lauderdale, Florida 33301, Attention: Robert Nistico, Chief Executive Officer.

Review, Approval or Ratification of Transactions with Related PersonsPROPOSALS OF STOCKHOLDERS

UnderStockholders may present proposals intended for inclusion in our proxy statement for our 2023 Annual Meeting of Stockholders provided that such proposals are received by the SEC’s rules, a related person is a director, officer, nominee for director, or 5% stockholderSecretary of the Company since the beginning of the last fiscal year and their immediate family members. In addition, under the SEC’s rules, a related person transaction is a transaction or series of transactions in which the company is a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.

The Board of Directors has a general practice of requiring directors interested in a transaction not to participate in deliberations or to vote upon transactions in which they have an interest, and to be sure that transactions with directors, executive officers and major stockholders are on terms that align the interests of the parties to such agreementsaccordance with the interests of the stockholders.

These practices are undertaken pursuant to written policiestime schedules set forth in, and procedures containedotherwise in the Company’s Code of Ethics, which requires compliance with, applicable lawsSEC regulations, and the Company’s amended and restated bylaws, as applicable. Proposals submitted not in accordance with such regulations will be deemed untimely or otherwise deficient; however, the avoidanceCompany will have discretionary authority to include such proposals in the 2023 Proxy Statement.

Additional Information

Accompanying this Proxy Statement is a copy of conflictsour Annual Report for the year ended December 31, 2021. Such report constitutes our Annual Report to Stockholders for purposes of interest,Rule 14a-3 under the Exchange Act. Such report includes our audited financial statements for the fiscal year ended December 31, 2021 and prohibits the taking of corporate opportunities for personal benefit. In addition, as a Colorado corporation, wecertain other financial information, which is incorporated by reference herein. We are subject to Section 7-108-501the informational requirements of the CBCA, which provides, amongExchange Act and in accordance therewith file reports, proxy statements and other things, that related party transactions involvinginformation with the CompanySEC. Such reports, proxy statements and our directors or officers need to be approved by a majority of directors, which may includeother information are available on the vote of an interested directors provided that two of the following circumstances exist:SEC’s website at www.sec.gov.

WHERE YOU CAN FIND MORE INFORMATION

The SEC maintains aThis proxy statement refers to certain documents that are not presented herein or delivered herewith. Such documents are available to any person, including any beneficial owner of our shares, to whom this proxy statement is delivered upon oral or written request, without charge. Requests for such documents should be directed to Chief Executive Officer, Splash Beverage Group, Inc., 1314 E. Las Olas Blvd, Suite 221, Fort Lauderdale, Florida 33301. Please note that additional information can be obtained from our website that containsat www.relmada.com.

We file annual and special reports proxies and information statements and other information regarding the Company and other issuers that file electronically with the SEC. Certain of our SEC at www.sec.gov. The Company’s proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports,filings are available free of charge throughover the Internet at the SEC’s website. Stockholdersweb site at http://www.sec.gov. You may also read and copy materials that the Company filesany document we file with the SEC at the SEC’s its public reference facilities:

Public Reference Room Office 100 F Street, N.E.
Room 1580
Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE,N.E., Room 1580, Washington, DCD.C. 20549. Stockholders may obtainCallers in the United States can also call (202) 551-8090 for further information on the operationoperations of the Public Reference Room by calling the SEC at 1-800-SEC-0330.public reference facilities.

APPENDIX A

Splash Beverage Group, Inc.

Form for Demanding Payment by a Dissenting Shareholder 

The undersigned is the owner of the following number of shares of capital stock of Splash Beverage Group, Inc. and hereby demands payment for the same:

Common Stock:

The undersigned represents and warrants that the foregoing shares are all of the shares of capital stock of Splash Beverage Group, Inc. beneficially owned by the undersigned, except that if the undersigned is a nominee holder this Form for Demanding Payment by a Dissenting Shareholder is accompanied by a certification by each beneficial shareholder that both the beneficial owner and the recordholders of all shares of common stock owned beneficially by the beneficial owner have asserted, or will timely assert, dissent rights as to all the shares beneficially owned by the beneficial owner.

Dissenters’ rights payments with respect to the shares identified above should be sent to the following address:

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