Innovation Beverage enters definitive merger agreement with BlockFuel Energy

Innovation Beverage (IBG) Group has entered into a definitive agreement for a reverse triangular merger transaction with BlockFuel Energy. IBG and BFE expect to close the transaction in the fourth quarter of 2025, subject to customary closing conditions and will trade on the Nasdaq under the ticker symbol “FUEL”. Under the terms of the definitive agreement, IBG will merge with BlockFuel through a reverse triangular merger, with a newly formed subsidiary of IBG formed for the transaction merging with and into BFE, with BFE as the surviving entity and becoming a wholly owned subsidiary. When the transaction closes, the owners of BFE are expected to own ordinary shares in IBG representing 90% of the total number of issued and outstanding ordinary shares of IBG on a post-transaction basis, subject to certain equitable adjustments for interim financings. As previously announced, Marshall & Stevens Transaction Advisory Services conducted an independent fairness analysis which concluded that the post-transaction combined company resulting from the merger of IBG and BFE is expected to have an equity valuation range between $220M to $343M. Shareholders of IBG will own 10% of the combined entity upon closing, equaling an implied post-transaction equity value for IBG in the range of $22M to $34.3M, compared to a pre-transaction valuation of $2.9M on to $6.3M. Upon closing of the agreed transaction, Daniel Lanskey, currently President and CEO of BlockFuel and a Director of IBG, will be appointed Chairman of the Board and CEO of the new combined entity. Sahil Beri, currently Chairman of the Board and CEO of IBG, will resign from both positions and will be appointed as President of a newly formed beverage subsidiary.