UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~September 2129, 2023

KONA GOLD BEVERAGE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-56230

20-1915692

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

746 North Drive, Suite A

Melbourne, Florida 32934
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (844) 714-2224

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 41 –- ~~Matters~~Registrant’s ~~Related~~Business ~~to Accountants~~ and ~~Financial Statements~~Operations

Item 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

OnIn ~~August~~a 21transaction that closed on September 29, 2023, Kona Gold Beverages, Inc.’s (the “Company,”) ~~Audit~~“our,” ~~Committee~~“us,” and ~~(the~~ “~~Committee~~our”) ~~was~~sold ~~notified by~~its ~~Weinberg~~Ooh &La Lemin Lemonade brand to Sprecher Brewing Company. Since our acquisition of Ooh La Lemin in January of 2021, Pwe grew the brand to 10 SKUs and built a solid foundation and following for Ooh La Lemin, both still and carbonated.A. Sprecher Brewing Company’s (“~~Weinberg~~Sprecher”) purchase of ~~its~~Ooh ~~resignation~~La asLemin ~~the~~is ~~Company~~part of that company’s ~~independent~~growth ~~registered~~strategy ~~public~~that ~~accounting firm~~has been in place since 2020. ~~Weinberg~~It ~~had~~will ~~served~~be ascreating ~~the~~a ~~Company’s~~new ~~independent~~All ~~registered~~Natural ~~public~~Beverage ~~accounting~~Category ~~firm~~with ~~since~~the ~~2021~~acquisition of Ooh La Lemin.

~~Weinberg~~We ~~audit~~received ~~report~~$450,000 onat the ~~Company’s~~closing ~~consolidated~~of ~~financial~~the ~~statements~~transaction, asall of ~~December~~which ~~31,~~was ~~2022~~allocated ~~and~~to ~~for~~the ~~each~~repayment of ~~the~~certain ~~years~~of inour ~~the~~debt ~~two-year~~obligations. ~~period~~The ~~ended~~sale ~~December~~included 31our intellectual property rights to the brand, ~~2021~~the assignment of related distributorship agreements, ~~contained~~the notransfer ~~adverse~~of our ~~opinion~~remaining orinventory, ~~disclaimer~~the assignment of ~~opinion~~related social media sites, ~~nor~~and ~~were~~the ~~they~~transfer ~~modified~~of asother assets related to ~~uncertainty~~the brand. None of our accounts receivable was transferred. Sprecher also issued to us its promissory note in the initial principal amount of $50,000 ~~audit~~with ~~scope~~a maturity date of January 15, or2024. ~~accounting~~The ~~principles~~note bears interest at the annual rate of one percent. The transaction documents included standard mutual representations and warranties and post-closing undertakings.

~~The~~With ~~Company~~the ~~provided~~sale ~~Weinberg~~of ~~with~~Ooh aLa ~~copy~~Lemin, ofwe ~~the~~will ~~disclosures~~be ~~the~~shifting ~~Company~~our isfocus ~~making~~to inour ~~this~~Gold ~~Current~~Leaf ~~Report~~Distribution onsubsidiary. ~~Form~~Gold ~~8-K~~Leaf ~~prior~~Distribution tohad ~~its filing~~positive ~~with~~trends ~~the~~in ~~U.S.~~profitability ~~Securities~~late ~~and~~last ~~Exchange~~year ~~Commission~~and ~~(the~~early ~~“SEC”)~~this year and ~~requested~~has ~~that~~a ~~Weinberg~~proven ~~furnish~~track arecord. ~~letter~~We tobelieve that the ~~SEC~~significant ~~stating~~reduction in ~~whether~~overhead orin ~~not~~our itbeverage ~~agrees~~subsidiary with the ~~statements~~sale ~~made~~of by the ~~Company~~brand inand ~~response~~our restructuring to ~~Item~~grow ~~304(a)~~our ofGold ~~Regulation~~Leaf ~~S-K.~~Distribution ~~The~~operations ~~Company~~ will ~~file~~ anprovide ~~amendment~~us towith ~~this~~the ~~Current~~best ~~Report~~chance onto ~~Form~~become ~~8-K~~profitable ~~when~~in itour ~~receives~~2024 ~~that~~fiscal ~~letter and will file it as Exhibit 16~~year.1 ~~thereto.~~

~~Section~~The foregoing summary description of the transaction documents is not complete and is qualified in its entirety by reference to the full text of each of the transaction documents, a copy of each of which is filed herewith as an exhibit to this Current Report on Form 8-K and –is ~~Other~~incorporated ~~Events~~by reference herein. Please see Exhibit 10.58 for the form of Asset Purchase Agreement between Sprecher and us; Exhibit 10.59 for the form of our Bill of Sale to Sprecher; and Exhibit 10.60 for the form of Sprecher’s Subordinated Promissory Note to us.

~~Item~~Section ~~8.01~~2 ~~Other~~- ~~Events.~~Financial Information

OnItem August 21, 2023, the Company filed its Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2023, which Report was not reviewed by the Company’s registered public accounting firm prior to its resignation2.01 ~~Although~~Completion ~~that Report meets the Alternative Reporting Standards~~ of ~~the~~Acquisition ~~OTC~~or ~~Markets~~Disposition ~~Group Inc., it is deficient as a quarterly report filed under Section 13~~ of ~~the Securities Exchange Act of 1934~~Assets. None of the columns of the financial statements set forth therein was reviewed by the Company’s then-engaged registered public accounting firm. As of the date of this Current Report, the Company does not have a plan as to how it will remedy this deficiency; but, when so reviewed, the Company will file an amended Report.

Information for this section is incorporated in full by reference to the information disclosed in Section 1, Item 1.01, above.

Forward- Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the consummation of the transactions described herein and other statements that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry and markets in which we operate and management’s current beliefs and assumptions.

These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions and the negatives of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company’s filings with the SEC. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update any forward-looking statement publicly, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.58		Form of Asset Purchase Agreement, dated as of September 26, 2023, between Sprecher Brewing Company, LLC, and the Registrant for a transaction that closed on September 29, 2023.
10.59		Form of Bill of Sale of the Registrant to Sprecher Brewing Company, LLC for a transaction that closed on September 29, 2023.
10.60		Form of Subordinated Promissory Note of Sprecher Brewing Company, LLC, and the Registrant for a transaction that closed on September 29, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 1, 2023	Kona Gold Beverage, Inc.
Dated: October 5, 2023	Kona Gold Beverage, Inc.
	By:	/s/ Robert Clark
	Name:	Robert Clark
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.58		Form of Asset Purchase Agreement, dated as of September 26, 2023, between Sprecher Brewing Company, LLC, and the Registrant for a transaction that closed on September 29, 2023.
10.59		Form of Bill of Sale of the Registrant to Sprecher Brewing Company, LLC for a transaction that closed on September 29, 2023.
10.60		Form of Subordinated Promissory Note of Sprecher Brewing Company, LLC, and the Registrant for a transaction that closed on September 29, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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