UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

~~Report~~REPORT ofOF ~~Foreign~~FOREIGN ~~Private~~PRIVATE ~~Issuer~~ISSUER PURSUANT TO RULE 13a-16

~~Pursuant~~OR ~~to Rule 13a~~15d-16 orUNDER ~~15d-16~~THE SECURITIES EXCHANGE ACT OF 1934

under the Securities Exchange Act of 1934

For the month of March 2026

Commission file number: 001-42278

INNOVATION BEVERAGE GROUP LTD

(Translation of registrant’s name into English)

29 Anvil Road

Seven Hills, New South Wales, Australia, 2147

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~Pricing~~INFORMATION ~~and~~CONTAINED ~~Closing~~IN ofTHIS $6REPORT ~~Million~~ON ~~Best-Efforts~~FORM ~~Offering~~6-K

~~On March 13, 2026, Innovation Beverage Group Limited~~Acquisition ~~(the “Company”), priced a best efforts public offering (the “Offering”) for the sale~~ of ~~units~~Controlling asInterest ~~described~~in ~~below for~~BlockFuel ~~aggregate~~Energy ~~gross proceeds to the Company of approximately $6 million, before deducting placement agent fees and other estimated expenses payable by the Company~~Inc. The Offering was comprised of: (i) 747,000 units (the “Ordinary Units”), each consisting of one ordinary share of the Company, no par value per share (the “Ordinary Shares”), one series A warrant to purchase one Ordinary Share (each a “Series A Warrant”) and ~~one~~Entry ~~series~~into BTransaction ~~warrant~~Agreements to purchase one Ordinary Share (each, a “Series B Warrant”), and (ii) 2,681,569 pre-funded units (the “Pre-Funded Units”), each consisting of one pre-funded warrant to purchase one Ordinary Share, one Series A Warrant and one Series B Warrant. The public offering price was $1.75 per Ordinary Unit and $1.74999 per Pre-Funded Unit.

~~The~~Innovation ~~Pre-Funded~~Beverage ~~Warrants~~Group ~~will be exercisable immediately upon issuance and will expire when exercised in full~~Ltd. ~~The Series A Warrants and Series B Warrants will be immediately exercisable upon~~(“IBG” ~~issuance~~or ~~and~~the ~~will~~“Company”) ~~expire~~has onentered ~~the~~into ~~fifth~~a ~~year~~series ~~anniversary~~ of ~~their~~related ~~initial~~transactions ~~issuance~~with ~~date,~~BlockFuel ~~and~~Energy ~~are subject to additional adjustments~~Inc., ~~In the event of~~ a ~~share~~Texas ~~split,~~corporation ~~reverse share split~~(“BFE”), in ~~share~~connection ~~dividend,~~with ~~share combination, recapitalization or similar transaction involving~~ the Company’s ~~Ordinary~~previously ~~Shares~~announced (aproposed ~~“Share~~business ~~Combination~~combination ~~Event”),~~with ifBFE ~~the~~as ~~lowest~~set ~~VWAP~~forth ofin the ~~Ordinary~~Agreement ~~Shares during the period commencing five consecutive trading days immediately preceding~~ and ~~ending five consecutive trading days immediately following such Share~~Plan ~~Combination~~of ~~Event~~Merger isoriginally ~~less~~entered ~~than~~into ~~the~~on ~~then-effective~~October ~~exercise price~~14, 2025 (the ~~exercise~~“Original ~~price~~Merger ~~will~~Agreement”) beamong ~~reduced~~IBG, ~~(but~~BFE ~~not~~and ~~increased)~~InnoBev ~~to such lowest~~Merger ~~VWAP~~Corp., ~~subject to~~ a ~~floor~~wholly ~~price~~owned subsidiary of ~~$0.492,~~IBG ~~and~~ (the ~~number~~“Merger ofSub”). ~~shares~~The ~~issuable~~transactions ~~upon~~described ~~exercise~~below ~~will~~are beintended ~~increased~~to sofacilitate ~~that~~ the ~~aggregate exercise~~ ~~price~~proposed ~~payable~~business ~~upon~~combination ~~full~~between ~~exercise~~IBG ofand ~~the~~BFE. ~~warrant~~On ~~after~~March ~~such~~25, ~~adjustment~~2026, ~~equals~~ the ~~aggregate~~Company ~~exercise~~issued ~~price~~a ~~payable~~press ~~upon~~release ~~full~~announcing ~~exercise~~the ~~immediately prior~~transactions ~~to such adjustment. Both Series A and Series B Warrants include provisions for cashless exercise if~~described herein, ata ~~the~~copy ~~time~~ of ~~exercise,~~which ~~there~~ is nofurnished ~~effective~~as ~~registration~~Exhibit ~~statement~~99.1 ~~for the issuance of the underlying Ordinary Shares~~hereto.

The ~~securities~~Original inMerger ~~the~~Agreement ~~Offering~~provided ~~were~~for ~~offered~~the ~~pursuant~~merger toof ~~the~~BFE ~~Company’s~~with ~~registration~~and ~~statement~~into onMerger ~~Form~~Sub ~~F-1~~with BFE as the surviving corporation (~~File~~the No“Merger”). ~~333-294127),~~As asconsideration ~~amended~~for the Merger, ~~which~~IBG agreed ~~was~~to ~~initially~~issue ~~filed~~ordinary ~~with~~shares ~~the~~equal ~~Securities~~ to 90% of its issued and ~~Exchange~~outstanding ~~Commission~~shares after giving effect to the Merger (the “~~SEC~~Merger Consideration”). onOn March 916, ~~2026,~~2025 and ~~was~~prior ~~declared~~to ~~effective~~closing bythe Merger, the ~~SEC~~parties onhave ~~March~~entered 12into the following transactions: (i) IBG loaned BFE $2,500,000; ~~2026.~~(ii) AsIBG aacquired ~~condition~~51% of the issued and outstanding capital stock of BFE from certain Selling Stockholders of BFE (as defined below) pursuant to ~~closing~~a Share Exchange Agreement, ~~the~~and ~~executive~~issued ~~officers~~such Selling Stockholders warrants to acquire 3,815,766 ~~directors~~ordinary shares of IBG, exercisable at $0.0001 per share (the “Warrants”), which represents 45.9% of the issued and 10outstanding shares of IBG and will represent 51% ~~holders~~of the Merger Consideration payable at the time of ~~Ordinary~~the ~~Shares~~closing of the ~~Company~~Merger, ~~executed~~and ~~90-day~~(iii) ~~lock-up~~IBG, ~~agreements~~BFE and Merger Sub entered into an Amended and Restated Agreement and Plan of Merger dated March 16, 2026 (the “~~Lock-Up~~A&R Merger Agreement”) to reflect the foregoing transactions. The transactions are further described below. As a result of the Share Exchange Agreement, IBG obtained a controlling interest in BFE.

On March 1316, 2026, ~~the~~IBG ~~Company~~loaned ~~entered~~BFE ~~into~~$2,500,000 apursuant ~~placement agency~~to ~~agreement~~an ~~(the~~unsecured ~~“Placement~~promissory note ~~Agency Agreement”) with Aegis Capital Corp.~~ (the “~~Placement Agent~~Loan”), ~~pursuant to~~a ~~which~~copy ~~the~~of ~~Placement~~which ~~Agent~~is ~~acted~~furnished as ~~sole~~Exhibit ~~placement~~10.1 ~~agent~~to ~~for~~this ~~the~~Report ~~Offering~~on ~~and~~Form ~~would~~6-K. ~~receive~~BFE atused the ~~closing~~proceeds of the ~~Offering~~Loan to aexercise ~~cash~~its ~~fee equal~~rights tounder 7%that ofcertain ~~the~~Common ~~gross~~Stock ~~proceeds~~Purchase inAgreement ~~the~~dated ~~Offering~~December 24, a2025 ~~non-accountable~~to ~~expenses~~repurchase ~~allowance~~certain outstanding shares of 1.common stock, $0%.0001 ofpar ~~the~~value ~~gross~~per ~~proceeds~~share, of BFE (the ~~Offering and~~“BFE ~~reimbursement~~Common ~~for~~Stock”) ~~legal~~from ~~fees~~existing ~~and~~shareholders ~~other~~(the ~~out-of-pocket~~“Call Transaction”). ~~fees,~~In ~~costs~~connection ~~and~~with ~~expenses~~the inCall Transaction, the ~~amount~~repurchased shares of upBFE toCommon ~~$125,000~~Stock were cancelled.

OnConcurrently ~~March~~with ~~13,~~the ~~2026~~Loan transaction, ~~the~~IBG ~~Company~~entered ~~issued~~into a ~~press~~Share ~~release announcing~~Exchange Agreement (the ~~pricing~~“Share Exchange Agreement”) with certain shareholders of ~~the~~BFE, ~~Offering~~including Daniel Joseph Lanskey, Russell H. ~~The~~Didlake, ~~Offering~~Bekana Investments ~~closed~~Pty onLtd, ~~March~~Anil 16Beri Holdings Inc., ~~2026~~and Beri Holdings LLC (collectively, ~~along~~the ~~with~~“Selling Shareholders”), a copy of which is furnished as Exhibit 10.2 to this Report on Form 6-K. Pursuant to the ~~Company~~Share ~~issued~~Exchange aAgreement, ~~press~~the ~~release~~Selling ~~announcing~~Shareholders transferred ~~the~~to ~~closing~~IBG an aggregate of 127,628 shares of BFE Common Stock, representing approximately fifty-one percent (51%) of the ~~Offering~~outstanding equity of BFE.

~~The~~As ~~Company~~consideration ~~used~~for ~~$2,500,000~~the transferred shares of ~~the~~BFE ~~net~~Common ~~proceeds~~Stock, ~~from~~IBG issued to the ~~Offering~~Selling toShareholders ~~make~~the aWarrants ~~non-interest~~to ~~bearing~~purchase ~~loan~~an toaggregate ~~Blockfuel~~of ~~Energy~~3,815,766 ~~Inc~~ordinary shares of IBG at an exercise price of $0.0001 per ~~(“BlockFuel”)~~share, ina ~~order~~copy ~~for~~of ~~Blockfuel~~which is furnished as Exhibit 10.3 to ~~exercise~~this Report on Form 6-K. The Warrants have a term of five years and are not ~~its~~exercisable ~~call~~until ~~right~~shareholder ~~pursuant~~approval toand ~~the~~approval ~~Common~~by The Nasdaq Stock ~~Purchase~~Market ~~Agreement~~LLC ~~dated~~(“Nasdaq”) asare obtained, including Nasdaq’s approval of ~~December~~any ~~24,~~change ~~2025~~of bycontrol ~~and~~that ~~among~~would ~~Blockfuel~~result ~~and~~from the ~~investors thereto~~exercise of the Warrants. ~~Additionally,~~Upon the ~~Company~~consummation ~~intends~~of tothe ~~use~~proposed Merger between IBG and BFE, the ~~remaining~~Warrants ~~net~~will ~~proceeds~~be ~~for~~automatically ~~capital~~adjusted ~~expenditure,~~to ~~sales~~an ~~and~~aggregate ~~marketing~~of ~~activities~~20, ~~and~~643, ~~working~~297 ~~capital~~ordinary shares of IBG and ~~general~~will ~~corporate~~be ~~purposes~~deemed exercised.

~~Copies~~In connection ofwith the ~~(i)~~transactions ~~form~~described ~~of Pre-Funded Warrant~~above, ~~(ii) form of Series A Warrant~~IBG, ~~(iii)~~BFE ~~form~~and ofMerger ~~Series B Warrant~~Sub, entered ~~(iv)~~into ~~form~~the ~~Placement~~A&R ~~Agency~~Merger Agreement, ~~(v)~~which ~~Form~~amends ~~of Lock-Up Agreement, (vi) press release on March 13, 2026,~~ and ~~(vii)~~restates ~~press~~the ~~release~~Original onMerger ~~March 16, 2026 are attached as Exhibits 4~~Agreement.1, ~~4.2,~~A ~~4.3,~~copy ~~10.1,~~of ~~10.2,~~the ~~99.1~~A&R ~~and~~Merger ~~99.2,~~Agreement ~~respectively,~~is ~~and~~furnished ~~are~~as ~~incorporated~~Exhibit ~~by reference herein~~10.4 ~~The foregoing summaries of the terms of each agreement mentioned above are subject~~ to, ~~and~~this ~~qualified~~Report inon ~~their~~Form ~~entirety by, such documents~~6-K.

~~This~~Pursuant ~~report~~to ~~does~~the ~~not~~A&R ~~constitute~~Merger anAgreement, ~~offer~~Merger toSub ~~sell~~will merge with and into BFE, orwith BFE surviving the ~~solicitation~~Merger as a wholly owned subsidiary of anIBG ~~offer~~(the “Merger”). IBG will not be entitled to ~~buy~~receive any of the Merger Consideration payable to BFE stockholders upon completion of the Merger. Following completion of the Merger, ~~nor~~the ~~shall~~equityholders of ~~there~~BFE be(including ~~any~~the ~~sale~~Selling Shareholders as a result of ~~these~~the ~~securities~~exercise inof ~~any~~the ~~state~~Warrants orand ~~jurisdiction~~excluding inIBG) ~~which~~are ~~such~~expected ~~offer,~~to collectively ~~solicitation~~own approximately ninety percent (90%) of the outstanding equity of the combined company, orwhile ~~sale~~the ~~would~~existing beshareholders ~~unlawful~~of ~~prior~~IBG are expected to ~~the~~collectively ~~registration~~own orapproximately ~~qualification~~ten ~~under~~percent (10%) of the ~~securities~~outstanding ~~laws~~equity of ~~any~~the ~~such~~combined ~~state~~company, orin ~~jurisdiction~~each case subject to customary adjustments and dilution.

The closing of the proposed Merger remains subject to customary closing conditions, including applicable regulatory approvals, including approval by Nasdaq.

The foregoing descriptions of the Loan, the Share Exchange Agreement, the Warrant, the Merger Agreement, and the press release described herein are summaries that are qualified in their entirety by reference to the full text of such agreements and press release, which are furnished as exhibits hereto.

Description of BlockFuel Energy Inc.

BFE is an energy company focused on the acquisition, development and operation of oil and gas assets and the integration of those assets with digital energy infrastructure. BFE seeks to capture otherwise underutilized natural gas resources and convert those resources into electricity that may be used to support digital infrastructure operations, including cryptocurrency mining and other energy-intensive computing applications.

BFE’s operations are primarily located in the United States and include acreage positions in Oklahoma. BFE’s strategy is to develop a vertically integrated energy platform combining oil and gas production, natural gas-powered electricity generation and digital infrastructure operations.

Daniel Joseph Lanskey serves as Chief Executive Officer and a director of BFE. Mr. Lanskey has more than twenty-five years of experience in the oil and gas industry, including the acquisition, development and operation of energy assets in the United States.

Russell H. Didlake serves as Chief Operating Officer and a director of BFE. Mr. Didlake has more than twenty years of experience in oil and gas operations, including mineral rights acquisition, leasing and development activities across several energy producing regions in the United States.

Jason Haks serves as Chief Technology Officer of BFE. Mr. Haks has more than thirty years of international experience in technology development and enterprise systems, including experience designing technology platforms that support digital infrastructure and data-driven operations.

Magnus Lai serves as Chief Blockchain Officer of BFE. Mr. Lai has more than fifteen years of experience in software development and blockchain technology and has worked extensively in the development of digital asset infrastructure and blockchain-based systems.

David Hexter serves as Interim Chief Financial Officer of BFE. Mr. Hexter has more than twenty-five years of experience in corporate finance, accounting and financial reporting, including serving in senior finance roles for public and private companies.

Prior to the transactions described above, the principal shareholders of BFE included Daniel Joseph Lanskey, Russell H. Didlake, Bekana Investments Pty Ltd, Anil Beri Holdings Inc., and Beri Holdings LLC. Following completion of the Share Exchange Agreement, IBG owns approximately fifty-one percent (51%) of the outstanding equity of BFE, with the remaining equity interests held by the existing shareholders of BFE.

Future Financial Disclosure

The Company intends to file an amendment to this Report on Form 6-K to include the audited financial statements of BFE for the fiscal year ended December 31, 2025, together with pro forma condensed combined financial information reflecting the proposed merger.

EXHIBIT INDEX

Exhibit Number		Description of Document
Exhibit No.	Description of Exhibit
4.1		Form of Pre-Funded Warrant
10.1	Unsecured Promissory Note dated March 16, 2026 by and between Innovation Beverage Group Ltd. and BlockFuel Energy Inc.
4.2		Form of Series A Warrant
10.2	Share Exchange Agreement dated March 16, 2026 by and among Innovation Beverage Group Ltd. and the shareholders of BlockFuel Energy Inc.
4.3		Form of Series B Warrant
10.3	Form of Warrant to purchase ordinary shares of Innovation Beverage Group Ltd. issued to certain shareholders of BlockFuel Energy Inc.
10.1		Form of Placement Agency Agreement, dated March 13, 2026
10.4	Amended and Restated Agreement and Plan of Merger dated March 16, 2026 by and among Innovation Beverage Group Ltd., InnoBev Merger Corp. and BlockFuel Energy Inc.
10.2		Form of Lock-Up Agreement
99.1	Press Release dated March 25, 2026 issued by Innovation Beverage Group Ltd.
99.1		Press Release, dated March 13, 2026
99.2		Press Release, dated March 16, 2026

SIGNATURES

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

	Innovation Beverage Group Limited
Date: March 20, 2026	By:	/s/ Sahil Beri
Date: March 25, 2026	By:	/s/ Sahil Beri
		Name:	Sahil Beri
		Title:	Chief Executive Officer

Filing Compare · Innovation Beverage Group Ltd