SEC Comment Letter 0000000000-23-006067 to Innovation Beverage Group Ltd (IBG) (CIK 0001924482) (IBG)
Innovation Beverage Group Ltd (IBG) (CIK 0001924482)
Date: June 7, 2023 · CIK: 0001924482 · Accession: 0000000000-23-006067
AI Filing Summary & Sentiment
File numbers found in text: 333-266965
Letter
United States securities and exchange commission logo June 7, 2023 Dean Huge Chief Executive Officer Innovation Beverage Group Ltd 29 Anvil Road Seven Hills, NSW 2147 Australia Re:Innovation Beverage Group Ltd Amendment No. 12 to Registration Statement on Form F-1 File No. 333-266965 Filed June 1, 2023 Dear Dean Huge: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 12 to Registration Statement on Form F-1 Exhibits 1.We note that the Exhibit 5.1 legal opinion refers to an initial public offering of up to $5,000,000, which does not appear to correspond to the number of shares and maximum offering price disclosed on the prospectus cover or the fee table. Please revise Exhibit 5.1 to clearly cover all of the shares being registered (including the overallotment shares, the shares underlying the underwriter warrants and the shares to be sold by the selling stockholders). Additionally, the opinion regarding the selling stockholder shares should state that the shares currently "are," not "will be," validly issued, fully paid and non- assessable. Refer to Section II.B.2.h of Staff Legal Bulleting No. 19.
FirstName LastNameDean Huge Comapany NameInnovation Beverage Group Ltd June 7, 2023 Page 2 FirstName LastName Dean Huge Innovation Beverage Group Ltd June 7, 2023 Page 2 2.We note assumptions (b) and (c) of Exhibit 5.1. It is inappropriate for counsel to include in its opinion assumptions that are overly broad, that assume away the relevant issue or that assume any of the material facts underlying the opinion or any readily ascertainable facts, including that the company has taken all corporate actions necessary to authorize the issuance of the securities. Please ask counsel to support these assumptions. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. 3.Please file the underwriter's warrant as an exhibit to the registration statement. You may contact Beverly Singleton at 202-551-3328 or Hugh West at 202-551-3872 if you have questions regarding comments on the financial statements and related matters. Please contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
Show Raw Text
United States securities and exchange commission logo
June 7, 2023
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 12 to Registration Statement on Form F-1
File No. 333-266965
Filed June 1, 2023
Dear Dean Huge:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 12 to Registration Statement on Form F-1
Exhibits
1.We note that the Exhibit 5.1 legal opinion refers to an initial public offering of up to
$5,000,000, which does not appear to correspond to the number of shares and maximum
offering price disclosed on the prospectus cover or the fee table. Please revise Exhibit
5.1 to clearly cover all of the shares being registered (including the overallotment shares,
the shares underlying the underwriter warrants and the shares to be sold by the selling
stockholders). Additionally, the opinion regarding the selling stockholder shares should
state that the shares currently "are," not "will be," validly issued, fully paid and non-
assessable. Refer to Section II.B.2.h of Staff Legal Bulleting No. 19.
FirstName LastNameDean Huge
Comapany NameInnovation Beverage Group Ltd
June 7, 2023 Page 2
FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
June 7, 2023
Page 2
2.We note assumptions (b) and (c) of Exhibit 5.1. It is inappropriate for counsel to include
in its opinion assumptions that are overly broad, that assume away the relevant issue or
that assume any of the material facts underlying the opinion or any readily ascertainable
facts, including that the company has taken all corporate actions necessary to authorize the
issuance of the securities. Please ask counsel to support these assumptions. Refer to
Section II.B.3.a of Staff Legal Bulletin No. 19.
3.Please file the underwriter's warrant as an exhibit to the registration statement.
You may contact Beverly Singleton at 202-551-3328 or Hugh West at 202-551-3872 if
you have questions regarding comments on the financial statements and related matters. Please
contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing