SecProbe.io

CORRESP
 1
 filename1.htm

 March 11, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Innovation Beverage Group Ltd (CIK: 0001924482)

 Registration Statement No. 333-294127 on Form F-1 (the "Registration Statement")

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act" ),
Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time, March 12, 2026, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act, please
be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

 The undersigned has complied and will comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 By:
 AEGIS CAPITAL CORP.

 By:
 /s/ Robert Eide

 Name: Robert Eide

 Title: Chief Executive Officer

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 Innovation Beverage Group Limited

 29 Anvil Road

 Seven Hills, NSW 2147, Australia

 March 11, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mr. Eranga Dias

 Re: Innovation Beverage Group Limited'
Request for Acceleration

 Registration Statement
on Form F-1, as amended

 File No. 333-294127

 Ladies and Gentlemen:

 Reference is made to our letter, filed as correspondence
via EDGAR on March 11, 2026, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for Wednesday, March 11, 2026, at 5:00 p.m., Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

 Very truly yours,

 By: /s/ Sahil Beri

 Name: Sahil Beri

 Title: Chief Executive Officer

 cc: Darrin M. Ocasio, Esq., Sichenzia Ross Ference Carmel LLP

CORRESP
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 Innovation Beverage Group Limited

 29 Anvil Road

 Seven Hills, NSW 2147, Australia

 March 11, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mr. Eranga Dias

 Re: Innovation Beverage Group Limited'
Request for Acceleration

 Registration Statement
on Form F-1, as amended

 File No. 333-294127

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Innovation Beverage
Group Limited, an Australian public limited company (the "Company"), respectfully requests that the effective date of its
registration statement on Form F-1 (File No. 333- 333-294127) (the "Registration Statement"), be accelerated so that it will
become effective at 5:00 p.m., Eastern Time, on Wednesday, March 11, 2026, or as soon thereafter as possible.

 Once the Registration Statement is effective, please confirm the event
with our counsel, Sichenzia Ross Ference Carmel LLP by calling Darrin M. Ocasio, Esq. at (917) 848-6325.

 If you have any questions regarding this request,
please contact Darrin M. Ocasio, Esq. of Sichenzia Ross Ference Carmel LLP at (917) 848-6325.

 Very truly yours,

 By: /s/ Sahil Beri

 Name: Sahil Beri

 Title: Chief Executive Officer

 cc: Darrin M. Ocasio, Esq., Sichenzia Ross Ference Carmel LLP

CORRESP
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 filename1.htm

 Innovation Beverage Group Limited

 29 Anvil Road

 Seven Hills, NSW 2147, Australia

 March 11, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mr. Eranga Dias

 Re: Innovation Beverage Group Limited'
Request for Acceleration

 Registration Statement
on Form F-1, as amended

 File No. 333-294127

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), Innovation Beverage Group Limited, an Australian public limited company (the
"Company"), respectfully requests that the effective date of its registration statement on Form F-1 (File No. 333- 333-294127)
(the "Registration Statement"), be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Thursday, March 12, 2026, or as soon thereafter as possible.

 Once the Registration Statement is effective, please
confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Darrin M. Ocasio, Esq. at (917) 848-6325.

 If you have any questions regarding this request,
please contact Darrin M. Ocasio, Esq. of Sichenzia Ross Ference Carmel LLP at (917) 848-6325.

 Very truly yours,

 By: /s/ Sahil Beri

 Name: Sahil Beri

 Title: Chief Executive Officer

 cc: Darrin M. Ocasio, Esq., Sichenzia Ross Ference
Carmel LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 4, 2026

Sahil Beri
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia

 Re: Innovation Beverage Group Ltd
 Draft Registration Statement on Form F-1
 Submitted January 27, 2026
 CIK No. 0001924482
Dear Sahil Beri:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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 Innovation Beverage Group Limited

 29 Anvil Road

 Seven Hills, NSW 2147, Australia

 January 5, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Innovation Beverage Group Limited'
Request for Acceleration

 Registration Statement
on Form F-3

 File No. 333-292446

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), Innovation Beverage Group Limited, an Australian public limited company (the
"Company"), respectfully requests that the effective date of its registration statement on Form F-3 (File No. 333-292446)
(the "Registration Statement"), be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Wednesday,
January 7, 2026, or as soon thereafter as possible.

 Once the Registration Statement is effective, please
confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Darrin M. Ocasio, Esq. at (212) 398-1493.

 If you have any questions regarding this request,
please contact Darrin M. Ocasio, Esq. of Sichenzia Ross Ference Carmel LLP at (212) 398-1493.

 Very truly yours,

 By: /s/ Sahil Beri

 Name: Sahil Beri

 Title: Chief Executive Officer

 cc: Darrin M. Ocasio, Esq., Sichenzia Ross Ference
Carmel LLP

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 Innovation Beverage Group Limited

 29 Anvil Road

 Seven Hills, NSW 2147, Australia

 December 29, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Innovation Beverage Group Limited' Request for Acceleration

 Registration Statement
on Form F-3

 File No. 333-292446

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), Innovation Beverage Group Limited, an Australian public limited company (the
"Company"), respectfully requests that the effective date of its registration statement on Form F-3 (File No. 333-292446)
(the "Registration Statement"), be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Tuesday, December
30, 2025, or as soon thereafter as possible.

 Once the Registration Statement is effective, please
confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Darrin M. Ocasio, Esq. at (212) 398-1493.

 If you have any questions regarding this request,
please contact Darrin M. Ocasio, Esq. of Sichenzia Ross Ference Carmel LLP at (212) 398-1493.

 Very truly yours,

 By:
 /s/ Sahil Beri

 Name:
 Sahil Beri

 Title:
 Chief Executive Officer

 cc:
 Darrin M. Ocasio, Esq., Sichenzia Ross Ference
Carmel LLP

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INNOVATION BEVERAGE GROUP LIMITED

 29 Anvil Road

Seven Hills, NSW 2147

Australia

               September 23, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

    Re:
    Innovation
    Beverage Group Limited

    Registration
        Statement on Form F-1, as amended

    File
    No. 333-266965

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Innovation Beverage Group Limited hereby requests that the Securities and Exchange Commission
take appropriate action to accelerate the effective date of the above-referenced registration statement so as to become effective on Wednesday,
September 25, 2024, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. Once the registration statement has been declared
effective, please confirm orally that event with our counsel, Sichenzia Ross Ference Carmel LLP, by calling Darrin Ocasio at 212-930-9700.

    Very
                           truly yours,

    Innovation
    Beverage Group Limited

    By:
    /s/ Dean Huge

    Dean
    Huge

    Chief
    Executive Officer

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September
23, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Mr. Evan Ewing

  Re:
  Innovation Beverage Group Limited

  Registration Statement on Form F-1

  Filed August 14, 2024

  File No. 333-266965

Dear Mr. Ewing:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed initial public offering of securities of Innovation Beverage Group Limited (the “Company”), hereby join the
Company’s request that the effective date of the above-referenced Registration Statement on Form F-1 be accelerated so that it will
be declared effective at 4:00 p.m., Eastern Time, on Wednesday, September 25, 2024, or at such later time as the Company or its counsel
may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the
Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who
is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it
has complied and will continue to comply, and that it has been informed by the participating underwriters that they have complied with
and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page
Intentionally Left Blank]

    Very
    truly yours,

    The Benchmark
    Company, LLC

    By:
    /s/
    Michael S. Jacobs

    Name:
      Michael S. Jacobs

    Title:
    Head of Equity Capital
    Markets

  cc
  Dean Huge, Innovation Beverage Group
  Limited

  Richard A. Friedman, Sheppard, Mullin, Richter &
  Hampton LLP

  Darrin Ocasio, Sichenzia Ross Ference Carmel LLP

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September 18, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Re:
    Innovation
    Beverage Group Limited

    Withdrawal
    of Acceleration Request - Registration Statement on Form F-1, as amended

    File
    No. 333-266965

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on September
16, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Wednesday, September
18, 2024, at 4:00 p.m. Eastern Time, or as soon as reasonably practicable thereafter, in accordance with Rule 461 under the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw such request for acceleration of the effective date.

    Very truly yours,

    Innovation Beverage Group Limited

    By:
    /s/
    Dean Huge

    Name:
     Dean Huge

    Title:
    Chief Executive Officer (Principal Executive Officer)

CORRESP
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 September
18, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Evan Ewing

    Re:
    Innovation
    Beverage Group Limited

    Registration Statement on Form F-1

    Filed August 14, 2024

    File No. 333-2666965

Dear Mr. Ewing:

Reference is made to our letter,
filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on September 16, 2024, in which we requested the acceleration
of the effective date of the above-captioned Registration Statement, as amended, to 4:00 p.m. Eastern time, on Wednesday, September 18,
2024. We are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby formally
withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

    Very truly yours,

    The Benchmark Company, LLC

    By:
    /s/ Michael S. Jacobs

    Name: Michael S. Jacobs

    Title: Head of Equity Capital Markets

    cc:
    Dean Huge, Innovation Beverage Group Limited

    Richard A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Darrin Ocasio, Sichenzia Ross Ference Carmel LLP

CORRESP
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September
16, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Mr. Evan Ewing

    Re:
    Innovation Beverage Group Limited

    Registration Statement on Form F-1

    Filed August 14, 2024

    File No. 333-266965

Dear Mr. Ewing:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed initial public offering of securities of Innovation Beverage Group Limited (the “Company”), hereby join the
Company’s request that the effective date of the above-referenced Registration Statement on Form F-1 be accelerated so that it will
be declared effective at 4:00 p.m., Eastern Time, on Wednesday, September 18, 2024, or at such later time as the Company or its counsel
may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the
Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who
is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it
has complied and will continue to comply, and that it has been informed by the participating underwriters that they have complied with
and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page
Intentionally Left Blank]

    Very truly yours,

    The Benchmark Company, LLC

    By:
    /s/ Michael S. Jacobs

    Name:
    Michael S. Jacobs

    Title:
    Head of Equity Capital Markets

    cc:
    Dean Huge, Innovation Beverage Group Limited

    Richard A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Darrin Ocasio, Sichenzia Ross Ference Carmel LLP

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INNOVATION BEVERAGE GROUP LIMITED

 29 Anvil Road

Seven Hills, NSW 2147

Australia

September 16, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

    Re:
    Innovation Beverage Group Limited

    Registration Statement on Form F-1, as amended

    File No. 333-266965

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Innovation Beverage Group Limited hereby requests that the Securities and Exchange Commission
take appropriate action to accelerate the effective date of the above-referenced registration statement so as to become effective on Wednesday,
September 18, 2024, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. Once the registration statement has been declared
effective, please confirm orally that event with our counsel, Sichenzia Ross Ference Carmel LLP, by calling Darrin Ocasio at 212-930-9700.

    Very truly yours,

    Innovation Beverage Group Limited

    By:
    /s/ Dean Huge

    Dean Huge

    Chief Executive Officer

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INNOVATION BEVERAGE GROUP LTD.

29 Anvil Road

Seven Hills, NSW 2147 Australia

May 22,
2024

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

  Attn:
  Beverly Singleton

  Hugh West

  Evan Ewing

  Geoffrey Kruczek

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 25 to the Registration Statement on Form F-1

File No. 333-266965

Filed March 29, 2024

Dear Ladies and Gentlemen:

On behalf of Innovation
Beverage Group Ltd. (the “Company”), this letter responds to comments provided by the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company
on April 2, 2024 regarding the Company’s Registration Statement on Form F-1 (the “Registration Statement”). Changes
made in response to the Staff’s comments have been made in our amendment to the Registration Statement (the “Amended Registration
Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

For convenience, the Staff’s
comments have been restated below and the Company’s response is set out immediately under the restated comments. Unless otherwise
indicated, defined terms used herein have the meanings set forth in the Amended Registration Statement.

Amendment No. 25 to Registration Statement on Form F-1

Recent Developments, page 13

    1.
    We note from your disclosures on pages 103 and II-3 that there were numerous equity transactions reported subsequent to your balance sheet date. Please revise your disclosure to discuss the substance of each of those transactions and how they impacted your financial statements, liquidity, and capital resources.

Response: The Recent Developments section has
been updated to describe the issuances of an aggregate of 229,084 ordinary shares, with an aggregate fair value of $916,336 ($4.00 per
share), subsequent to December 31, 2023, the most recent audited balance sheet date. In aggregate, accrued expenses were reduced by $674,008
and stock-based compensation increased by $242,328. All share issuances in 2024 were non-cash transactions and did not affect our liquidity.

Capitalization, page 44

    2.

    We read your response and revised disclosure related
    to our prior comment 1; however, we are still unclear how your current presentation is appropriate. We expect all equity transactions
    after June 30, 2023 to be included in both pro forma presentations. Please address the following items.

    ·	Explain
    to us why you have not included all share issuances that occurred after June 30, 2023 in your pro forma and pro forma as adjusted amounts.
    If amounts are excluded, your disclosure should include a footnote explaining the details for such exclusion.

    ·	We
    note your response in the third bullet point indicates that IBG is using “the incremental approach” in pro forma calculations.
    Explain this approach to us and tell us the authoritative guidance that supports this approach and how it is applicable to your presentation.

    ·	Provide
    a footnote to your table to show how the pro forma and pro forma as adjusted value of ordinary share and accumulated deficit amounts reconcile
    to information provided elsewhere in the registration statement (e.g., pages 103 and II-3).

Response: The Actual column within the Capitalization
section now includes all transactions (including share issuances) through December 31, 2023. The Pro Forma column has been updated to
reflect: (i) the issuances of an aggregate of 229,084 ordinary shares, with an aggregate fair value of $916,336 ($4.00 per share), subsequent
to December 31, 2023, the most recent audited balance sheet date; and (ii) the cancellation of an aggregate of 1,000,000 ordinary shares
by two shareholders upon consummation of the Offering.

History of Share Capital, page 102

    3.

    We read your response to our prior comment 3; however,
    it is not clear how you have appropriately addressed our comment. You indicated in your response that the February and March shares were
    issued to two employees at a rate of $2 per share. It is not clear how the $2 valuation reconciles the $4.125 estimated unit offering
    price. We are reissuing our prior comment in it entirety. We note the disclosures on page 103 and also under Recent Sales of Unregistered
    Securities on page II-3 that on February 27, 2024 you issued an aggregate of 219,915 ordinary shares to two employees with an aggregate
    value of USD$434,839, and on March 27, 2024 you issued an aggregate of 117,083 ordinary shares to two employees with an aggregate value
    of USD$234,166. It appears that the aforementioned transactions (issued at USD$2.00 per share) were issued at a significant discount to
    your IPO Unit offering price of $4.125 per unit. Please address the following items to help us facilitate our review of your accounting
    for equity issuances including stock compensation and conversion features, etc.

    ·	If
    applicable, tell us why you believe these share issuances are not below the fair market value of the your pending IPO.

    ·	Revise
    your disclosure (e.g., within recent developments on page 13, footnotes to your capitalization table on pages 44-45, and elsewhere in
    the registration statement, as necessary) to explain how you will account for the per share price difference in your financial statements
    and direct us to the accounting guidance you used to support your accounting treatment (such as, additional compensation expense pursuant
    to ASC 718, or other applicable guidance, etc.).

Response: The estimated unit offering price
of $4.125 per unit is comprised of one share and one warrant, of which the company has allocated $4.00 for each share issued and $0.125
for each warrant issued under the offering. Within the History of Share Capital section, all share issuances in 2024 have been updated
to reflect the accounting for these issuances at $4.00 per share.

Notes to Consolidated Financial Statements, page
F-8

    4.

    Please revise to include your accounting policy for stock-based compensation
to employees and non-employees. In addition, consider the disclosure requirements of ASC 718.

Response: Note 2 to the consolidated financial
statements, Summary of significant accounting policies, has been updated to reflect the accounting for stock-based compensation to employees
and non-employees.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference Carmel
LLP at (212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

    cc:
    Darrin Ocasio, Esq.

United States securities and exchange commission logo
April 2, 2024
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 25 to Registration Statement on Form F-1
File No. 333-266965
Filed March 29, 2024
Dear Dean Huge:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 28, 2024 letter.
Amendment No. 25 to Registration Statement on Form F-1
Recent Developments, page 13
1.We note from your disclosures on pages 103 and II-3 that there were numerous equity
transactions reported subsequent to your balance sheet date.  Please revise your disclosure
to discuss the substance of each of those transactions and how they impacted your
financial statements, liquidity, and capital resources.
Capitalization, page 44
2.We read your response and revised disclosure related to our prior comment 1; however,
we are still unclear how your current presentation is appropriate.  We expect all equity
transactions after June 30, 2023 to be included in both pro forma presentations.  Please
address the following items.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 April 2, 2024 Page 2
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
April 2, 2024
Page 2
•Explain to us why you have not included all share issuances that occurred after June
30, 2023 in your pro forma and pro forma as adjusted amounts.  If amounts are
excluded, your disclosure should include a footnote explaining the details for such
exclusion.
•We note your response in the third bullet point indicates that IBG is using "the
incremental approach" in pro forma calculations.  Explain this approach to us and tell
us the authoritative guidance that supports this approach and how it is applicable to
your presentation.
•Provide a footnote to your table to show how the pro forma and pro forma as adjusted
value of ordinary share and accumulated deficit amounts reconcile to information
provided elsewhere in the registration statement (e.g., pages 103 and II-3).

History of Share Capital, page 102
3.We read your response to our prior comment 3; however, it is not clear how you have
appropriately addressed our comment.  You indicated in your response that the February
and March shares were issued to two employees at a rate of $2 per share.  It is not clear
how the $2 valuation reconciles the $4.125 estimated unit offering price.  We are reissuing
our prior comment in it entirety.  We note the disclosures on page 103 and also under
Recent Sales of Unregistered Securities on page II-3 that on February 27, 2024 you issued
an aggregate of 219,915 ordinary shares to two employees with an aggregate value of
USD$434,839, and on March 27, 2024 you issued an aggregate of 117,083 ordinary
shares to two employees with an aggregate value of USD$234,166. It appears that the
aforementioned transactions (issued at USD$2.00 per share) were issued at a significant
discount to your IPO Unit offering price of $4.125 per unit. Please address the following
items to help us facilitate our review of your accounting for equity issuances including
stock compensation and conversion features, etc.
•If applicable, tell us why you believe these share issuances are not below the fair
market value of the your pending IPO.
•Revise your disclosure (e.g., within recent developments on page 13, footnotes to
your capitalization table on pages 44-45, and elsewhere in the registration statement,
as necessary) to explain how you will account for the per share price difference in
your financial statements and direct us to the accounting guidance you used to
support your accounting treatment (such as, additional compensation expense
pursuant to ASC 718, or other applicable guidance, etc.).
Notes to Consolidated Financial Statements, page F-8
4.Please revise to include your accounting policy for stock-based compensation to
employees and non-employees. In addition, consider the disclosure requirements of ASC
718.
            Please 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

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 April 2, 2024 Page 3
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
April 2, 2024
Page 3
contact Evan Ewing at 202-551-5920 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Darrin M. Ocasio

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Innovation Beverage Group Limited

29 Anvil Road

Seven Hills, NSW 2147

Australia

March 29, 2024

Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Beverly Singleton

    Hugh West

    Evan Ewing

    Geoffrey Kruczek

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 24 to the Registration Statement on Form F-1

    File No. 333-266965

    Filed March 27, 2024

Dear Ladies and Gentlemen:

Innovation Beverage Group Ltd
(the “Company” or “IBG”) previously submitted Amendment No. 24 to the Company’s Registration
Statement on Form F-1 (the “Registration Statement”) pursuant to Title I, Section 106 under the Jumpstart Our Business
Startups Act with the Securities and Exchange Commission (the “Commission”) on March 27, 2024. Amendment No. 25 responds
to the comment letter received on March 27, 2024 from the staff of the Commission (the “Staff”). For ease of review,
we have set forth below the comment of your letter followed by the Company’s response thereto.

Amendment No. 24 to Registration Statement on Form F-1

Capitalization , page 44

 1. Please address the following items.

 ● Tell us how you arrived at the 811,075 shares, as the total share issuances since July 1, 2023 and through
March 27, 2024, instead appear to be 761,075 ordinary shares based on the history of share capital and recent sales of unregistered securities,
as disclosed on pages 103 and II-3, respectively. Please revise or explain the 50,000 share difference. It might be useful to provide
a reconciliation within a footnote.

 ● Please ensure your pro forma ordinary shares ($6,579,855) is computed accurately. It might be useful to
provide a reconciliation within a footnote.

 ● Explain why the pro forma accumulated deficit would not be impacted by certain ordinary share issuances
which occurred since July 1, 2023, as disclosed on pages 103 and II-3. It might be useful to provide a reconciliation within a footnote.

 ● We note the capitalization table is nine months old, as of June 30, 2023. Tell us the consideration given
to providing a more updated Capitalization table as of a date no earlier than 60 days prior to the most recent amendment date. Refer to
Item 3.B. of the Form 20-F.

Response: The Company acknowledges the Staff’s
comment and provides its responses as bulleted below.

 ● The 811,075 shares is correct. The 50,000 share difference is in both lists of issuances on page 103 and
II-3, each of which has been corrected to include the 50,000 shares issued on November 27, 2023.

 ● The Company has corrected the pro forma ordinary shares to $5,905,859, which is the result of pre-offering ordinary shares of $4,975,863
plus $929,996 ordinary shares issued after July 1, 2023, consisting of $256,000 issued in
a private placement and $673,996 issues as conversion of officer liabilities.

 ● The proforma accumulated deficit would not have changed because in the case of the 50,000 shares the entry was entered as expense/retained
earnings and Capital accounts. They would net to zero in the Stockholders Equity section. IBG is using the incremental approach in proforma
calculations.

Alternatively, issuances such as conversions
of debt as described as Salaries, they were converted as a reduction of the Accounts Payable for the amount that was already expensed
and owed. Upon conversion the lowering of the Accounts Payable and the increase in the capital account would show the benefit with no
adjustments to the Profit and Loss/Retained sections of the accounts.

 ● The Company respectfully advises that its most recent financial statements are dated as of June 30, 2023
and its audited financial statements for the fiscal year end 2023 are not yet complete. As a foreign company with a calendar year closing
December 31, 2023, the Company’s audit is not due until April 30, 2024 in Australia. Therefore, to present consistency between presented
financial information in the Registration Statement, the Company has elected to also present its capitalization as of June 30, 2023.

Dilution, page 46

 2. Refer to the second paragraph on page 46 and provide us with your computation of pro forma net tangible
book value, and related per share amount, as of June 30, 2023, which gives effect to the issuance of 811,075 ordinary shares. Similarly,
for the third paragraph, provide us with your computation of pro forma as adjusted net tangible book value and related per share amount,
after giving effect to the sale of 1,250,000 units.

Response: The Company acknowledges the Staff’s
comment and responds as bulleted below.

 ● with respect to the second paragraph, our computation is:

Net Tangible Assets as of June 30, 2023
of (158,754) plus $929,996 consisting of $256,000 from a private placement issuance and $673,996 from a conversion of officer liabilities,
which results in $771,242; and IPO Net Proceeds of $5,120,750, which results in $4,961,996; and

 ● with respect to the third paragraph, our computation is:

Pro forma Net Tangible Assets as of June
30, 2023 of $771,242 plus IPO Net Proceeds of $5,120,750, which results in $5,891,992.

History of Share Capital, page 102

 3. We note the disclosures on page 103 and also under Recent Sales of Unregistered Securities on page II-3
that on February 27, 2024 you issued an aggregate of 219,915 ordinary shares to two employees with an aggregate value of USD$434,839,
and on March 27, 2024 you issued an aggregate of 117,083 ordinary shares to two employees with an aggregate value of USD$234,166. It appears
that the aforementioned transactions (issued at USD$2.00 per share) were issued at a significant discount to your IPO Unit offering price
of $4.125 per unit. Please address the following items.

 ● If applicable, tell us why you believe these share issuances are not below the fair market value of the
your pending IPO.

 ● Revise your disclosure (e.g., within recent developments on page 13, footnotes to your capitalization
table on pages 44-45, and elsewhere in the registration statement, as necessary) to explain how you will account for the per share price
difference in your financial statements, such as additional compensation expense pursuant to ASC 718.

Response: The Company acknowledges the Staff’s
comment and respectfully advises that the Company has reduced the pro forma capital contribution to only the actual conversion rate or
salary owed. Thus, the Company has reduced the rate per share from US$4.00 per share to US$2.00 as discussed. All corrections have been
made and the pro forma capital has been reduced by US$673,996 which is calculated by the 336,998 ordinary shares multiplied by US $2 per
share.

[No further explanation or footnotes are required, due to the reduction
of pro forma capital.]

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference Carmel
LLP at (212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

cc:	Darrin Ocasio

United States securities and exchange commission logo
March 28, 2024
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 24 to Registration Statement on Form F-1
File No. 333-266965
Filed March 27, 2024
Dear Dean Huge:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 24 to Registration Statement on Form F-1
Capitalization , page 44
1.Please address the following items.

•Tell us how you arrived at the 811,075 shares, as the total share issuances since July
1, 2023 and through March 27, 2024, instead appear to be 761,075 ordinary shares
based on the history of share capital and recent sales of unregistered securities, as
disclosed on pages 103 and II-3, respectively. Please revise or explain the 50,000
share difference.  It might be useful to provide a reconciliation within a footnote.
•Please ensure your pro forma ordinary shares ($6,579,855) is computed accurately.  It
might be useful to provide a reconciliation within a footnote.
•Explain why the pro forma accumulated deficit would not be impacted by certain
ordinary share issuances which occurred since July 1, 2023, as disclosed on pages

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 March 28, 2024 Page 2
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
March 28, 2024
Page 2
103 and II-3. It might be useful to provide a reconciliation within a footnote.
•We note the capitalization table is nine months old, as of June 30, 2023. Tell us the
consideration given to providing a more updated Capitalization table as of a date no
earlier than 60 days prior to the most recent amendment date.  Refer to Item 3.B. of
the Form 20-F.

Dilution, page 46
2.Refer to the second paragraph on page 46 and provide us with your computation of pro
forma net tangible book value, and related per share amount, as of June 30, 2023, which
gives effect to the issuance of 811,075 ordinary shares. Similarly, for the third paragraph,
provide us with your computation of pro forma as adjusted net tangible book value and
related per share amount, after giving effect to the sale of 1,250,000 units.

History of Share Capital, page 102
3.We note the disclosures on page 103 and also under Recent Sales of Unregistered
Securities on page II-3 that on February 27, 2024 you issued an aggregate of 219,915
ordinary shares to two employees with an aggregate value of USD$434,839, and on
March 27, 2024 you issued an aggregate of 117,083 ordinary shares to two employees
with an aggregate value of USD$234,166. It appears that the aforementioned transactions
(issued at USD$2.00 per share) were issued at a significant discount to your IPO Unit
offering price of $4.125 per unit. Please address the following items.
•If applicable, tell us why you believe these share issuances are not below the fair
market value of the your pending IPO.
•Revise your disclosure (e.g., within recent developments on page 13, footnotes to
your capitalization table on pages 44-45, and elsewhere in the registration statement,
as necessary) to explain how you will account for the per share price difference in
your financial statements, such as additional compensation expense pursuant to ASC
718.

            Please 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 Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 March 28, 2024 Page 3
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
March 28, 2024
Page 3
cc:       Darrin M. Ocasio

CORRESP
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INNOVATION BEVERAGE GROUP LTD.

29 Anvil Road

Seven Hills, NSW 2147 Australia

March 18, 2024

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jay Ingram and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 22 to the Registration Statement on Form F-1

File No. 333-266965

Filed March 7, 2024

Dear Messrs. Ingram and Ewing:

On behalf of Innovation
Beverage Group Ltd. (the “Company”), this letter responds to comments provided by the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company
on March 15, 2024 regarding the Company’s Registration Statement on Form F-1 (the “Registration Statement”).
Changes made in response to the Staff’s comments have been made in our amendment to the Registration Statement (the “Amended
Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

For convenience, the Staff’s
comments have been restated below and the Company’s response is set out immediately under the restated comments. Unless otherwise
indicated, defined terms used herein have the meanings set forth in the Amended Registration Statement.

Amendment No. 22 to Registration Statement on Form F-1

Related Party Transactions, page 95

    1.
    Please revise this section to include the required information as of the latest practicable date. Refer to Item 7.B of Form 20-F.

Response: The Company acknowledges the Staff’s
comment and has made the requested revision.

Index to Consolidated Financial Statements, page F-1

    2.
    We note your December 31, 2022 audited financial statements are older than 12 months at the date of this amended registration statement. Please be advised that since this is an initial public offering of your Units with each unit consisting of one ordinary share and one warrant, you are required to provide updated annual financial statements and related disclosures pursuant to Item 8.A.4 of Form 20-F or, if applicable, you should provide the representations required by Instruction 2 to Item 8.A.4 in an exhibit to the filing.

Response: The Company acknowledges the Staff’s
comment and has filed as an exhibit a letter as to the representation under Item 8.A.4 of Form 20-F.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference Carmel
LLP at (212) 930-9700.

Sincerely,

Dean Huge

Chief Executive Officer

cc:
Darrin Ocasio, Esq.

United States securities and exchange commission logo
March 15, 2024
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 22 to Registration Statement on Form F-1
File No. 333-266965
Filed March 7, 2024
Dear Dean Huge:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 22 to Registration Statement on Form F-1
Related Party Transactions, page 95
1.Please revise this section to include the required information as of the latest practicable
date. Refer to Item 7.B of Form 20-F.
Index to Consolidated Financial Statements, page F-1
2.We note your December 31, 2022 audited financial statements are older than 12 months
at the date of this amended registration statement. Please be advised that since this is
an initial public offering of your Units with each unit consisting of one ordinary share and
one warrant, you are required to provide updated annual financial statements and related
disclosures pursuant to Item 8.A.4 of Form 20-F or, if applicable, you should provide the
representations required by Instruction 2 to Item 8.A.4 in an exhibit to the filing.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 March 15, 2024 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
March 15, 2024
Page 2
            Please 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

CORRESP
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INNOVATION BEVERAGE GROUP LTD.

29 Anvil Road

Seven Hills, NSW 2147 Australia

October 25, 2023

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jay Ingram and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 20 to the Registration Statement on Form F-1

File No. 333-266965

Filed October 11, 2023

Dear Messrs. Ingram and Ewing:

On behalf of Innovation
Beverage Group Ltd. (the “Company”), this letter responds to comments provided by the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company
on October 23, 2023 regarding the Company’s Registration Statement on Form F-1 (the “Registration Statement”).
Changes made in response to the Staff’s comments have been made in our amendment to the Registration Statement (the “Amended
Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

For convenience, the Staff’s
comments have been restated below and the Company’s response is set out immediately under the restated comments. Unless otherwise
indicated, defined terms used herein have the meanings set forth in the Amended Registration Statement.

Amendment No. 20 to Registration Statement on Form F-1

December 31, 2022 Audited Financial Statements

Note 11. Reportable Segments, page F-18

    1.
    It appears the title heading for Note 11, Reportable Segments, has been erroneously omitted from the December 31, 2022 audited financial statements in this amendment. Please revise accordingly.

Response: The Company acknowledges the Staff’s
comment and has made the requested correction to page F-19.

June 30, 2023 Unaudited Interim Consolidated Financial
Statements Index to Consolidated Financial Statements (Unaudited), page F-22

 2. We have reviewed your response to prior comment one. Given that the June 30, 2022
comparative interim period has been audited, please provide in the filing an auditors’ report covering the six months ended June
30, 2022. Also, the Experts section at page 126 should be updated for this interim period, along with providing an updated accountant’s
consent covering this same interim period. Please revise or advise.

Response: The Company acknowledges the Staff’s
comment and has included the auditors’ report for the six months ended June 30, 2022 at page F-2, revised the Experts section at
page 126 and provided an updated auditors’ consent in Exhibit 23.1.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference Carmel
LLP at (212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

    cc:
    Darrin Ocasio, Esq.

United States securities and exchange commission logo
October 23, 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. 20 to Registration Statement on Form F-1
File No. 333-266965
Filed October 11, 2023
Dear Dean Huge:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 6, 2023 letter.
Amendment No. 20 to Registration Statement on Form F-1
December 31, 2022 Audited Financial Statements
Note 11. Reportable Segments, page F-18
1.It appears the title heading for Note 11, Reportable Segments, has been erroneously
omitted from the December 31, 2022 audited financial statements in this amendment.
Please revise accordingly.

June 30, 2023 Unaudited Interim Consolidated Financial Statements
Index to Consolidated Financial Statements (Unaudited), page F-22
2.We have reviewed your response to prior comment one.  Given that the June 30, 2022
comparative interim period has been audited, please provide in the filing an auditors'

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 October 23, 2023 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
October 23, 2023
Page 2
report covering the six months ended June 30, 2022. Also, the Experts section at page 126
should be updated for this interim period, along with providing an updated accountant's
consent covering this same interim period.  Please revise or advise.

            Please 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

CORRESP
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INNOVATION BEVERAGE GROUP LTD.

29 Anvil Road

Seven Hills, NSW 2147 Australia

October 11, 2023

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jay Ingram and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

Amendment No. 19 to the Registration Statement on
Form F-1

File No. 333-266965

Filed September 29, 2023

Dear Messrs. Ingram and Ewing:

On behalf of Innovation
Beverage Group Ltd. (the “Company”), this letter responds to comments provided by the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company
on October 6, 2023 regarding the Company’s Registration Statement on Form F-1 (the “Registration Statement”).
Changes made in response to the Staff’s comments have been made in our amendment to the Registration Statement (the “Amended
Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

For convenience, the Staff’s
comments have been restated below and the Company’s response is set out immediately under the restated comments. Unless otherwise
indicated, defined terms used herein have the meanings set forth in the Amended Registration Statement.

Amendment No. 19 to Registration Statement on Form F-1

Unaudited Interim Consolidated Financial Statements

Consolidated Balance Sheets, page F-23

 1. Refer to the December 31, 2022 balance sheet column and reconcile with the amounts disclosed on the December
31, 2022 balance sheet shown on page F-3, as we note certain amounts do not agree. Also, please label all of the columns on the unaudited
interim statements of operations and comprehensive loss, stockholders’ equity and cash flows as unaudited, as we note you have only
designated the June 30, 2023 columns as unaudited. Further, on page F-36 (Note 10 - Income Taxes), provide a reconciliation of the effective
tax rate to statutory rate for the comparative six months ended June 30, 2022, as your current disclosure provides the reconciliation
for the year ended December 31, 2022.

Response: The Company acknowledges the Staff’s
comment and has made the requested revisions. With respect to column labels of the unaudited interim statements of operations and comprehensive
loss, stockholders’ equity and cash flows as unaudited, the Company respectfully clarifies that for the six months ended June 30,
2022 the interim consolidated financial statements were audited whereas for the six months ended June 30, 2023 the interim consolidated
financial statements were unaudited.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference Carmel
LLP at (212) 930-9700.

Sincerely,

Dean Huge

Chief Executive Officer

cc:
Darrin Ocasio, Esq.

United States securities and exchange commission logo
October 6, 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. 19 to Registration Statement on Form F-1
File No. 333-266965
Filed September 29, 2023
Dear Dean Huge:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 19 to Registration Statement on Form F-1
Unaudited Interim Consolidated Financial Statements
Consolidated Balance Sheets, page F-23
1.Refer to the December 31, 2022 balance sheet column and reconcile with the amounts
disclosed on the December 31, 2022 balance sheet shown on page F-3, as we note certain
amounts do not agree.  Also, please label all of the columns on the unaudited interim
statements of operations and comprehensive loss, stockholders' equity and cash flows as
unaudited, as we note you have only designated the June 30, 2023 columns as unaudited.
Further, on page F-36 (Note 10 - Income Taxes), provide a reconciliation of the effective
tax rate to statutory rate for the comparative six months ended June 30, 2022, as your
current disclosure provides the reconciliation for the year ended December 31, 2022.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 October 6, 2023 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
October 6, 2023
Page 2
            Please 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

United States securities and exchange commission logo
September 6, 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. 17 to Registration Statement on Form F-1
File No. 333-266965
Filed August 29, 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. 17 to Registration Statement on Form F-1
Exhibits
1.Please have counsel revise the legal opinion filed as Exhibit 5.2 to address the legality
of the unit itself. See Section II.B.1 of Staff Legal Bulletin No. 19.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 September 6, 2023 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
September 6, 2023
Page 2
            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

CORRESP
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INNOVATION BEVERAGE GROUP LTD.

29 Anvil Road

Seven Hills, NSW 2147 Australia

September 6, 2023

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jay Ingram and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 17 to the Registration Statement on Form F-1

File No. 333-266965

Filed August 29, 2023

Dear Messrs. Ingram and Ewing:

On behalf of Innovation Beverage Group Ltd. (the “Company”),
this letter responds to the comment letter provided by the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) to the Company on September 6, 2023 regarding the Company’s
Registration Statement on Form F-1 (the “Registration Statement”). Changes made in response to the Staff’s comment
have been made in our exhibits-only amendment to the Registration Statement (the “Amended Registration Statement”),
which is being filed with the Commission contemporaneously with the submission of this letter.

For convenience, the Staff’s
comments have been restated below and the Company’s responses are set out immediately under the restated comments. Unless
otherwise indicated, defined terms used herein have the meanings set forth in the Amended Registration Statement.

Amendment No. 17 to Registration Statement on Form F-1

Exhibits

    1.
    Please have counsel revise the legal opinion filed as Exhibit 5.2 to address the legality of the unit itself. See Section II.B.1 of Staff Legal Bulletin No. 19.

Response: The Company acknowledges the
Staff’s comment and has revised the legal opinion as requested.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference
LLP at (212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

    cc:
    Darrin Ocasio, Esq.

CORRESP
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INNOVATION BEVERAGE GROUP LTD.

29 Anvil Road

Seven Hills, NSW 2147 Australia

July 6, 2023

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jay Ingram and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 14 to the Registration Statement on Form F-1

File No. 333-266965

Filed June 23, 2023

Dear Messrs. Ingram and Ewing:

On behalf of Innovation
Beverage Group Ltd. (the “Company”), this letter responds to comments provided by the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company
on June 29, 2023 regarding the Company’s Registration Statement on Form F-1 (the “Registration Statement”). Changes
made in response to the Staff’s comments have been made in our amendment to the Registration Statement (the “Amended Registration
Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

For convenience, the Staff’s
comments have been restated below and the Company’s responses are set out immediately under the restated comments. Unless otherwise
indicated, defined terms used herein have the meanings set forth in the Amended Registration Statement.

Amendment No. 14 to Registration Statement on Form F-1

Capitalization, page
44

1. We note your inclusion of footnote (4), which appears to be a discussion
for a non-GAAP measure of net loss. Please delete this footnote from within the table and also the related disclosure in footnote (4)(i)
through (vi), and the sentence that immediately follows regarding your recurring net losses during the period.

Response: The Company acknowledges the Staff’s
comment and based on a discussion with Staff on July 5, 2023, concerning this Comment 1, footnote (4) has been revised to remove the statement
regarding recurring net losses.

2. Refer to the pro forma column in the table. Based
on your newly inserted disclosure that this column gives effect to the conversion of debt of US$630,000 for the issuance of 221,533 ordinary
shares, it appears the Notes payable line item amount should reflect a balance of US$931,131 and the total capitalization should be US$1,856,831
rather than US$2,846,931. Please revise. Further, the pro forma as adjusted column should be revised accordingly to reflect the IPO and
application of the net proceeds, including the repayment of US$600,000 of notes payable to the seller of Reg Liquors LLC.

Response: The Company acknowledges
the Staff’s comment and has revised the table as requested.

Exhibits

3. Notwithstanding your assertion in your response to
comment 2 that corresponding changes were made, we are not able to locate the revisions nor a written justification for why the cited
language is appropriate. We therefore reissue comment 2 of our prior letter.

[Prior letter’s
Comment 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.”]

Response: The Company acknowledges
the Staff’s comment and respectfully advises that assumptions (b) and (c) have regulatory basis in the Corporations Act 2001 of
the Commonwealth of Australia (“Australian Corporations Act”) and are assumptions available under Australian law.

Assumption (b) reflects Section 124 of
the Australian Corporations Act, which provides that, “A company has the legal capacity and powers of an individual both in and
outside this jurisdiction.” (Corporations Act 2001 (Cth), Pt. 2B.1, S. 124)

Further, assumption (c) reflects Sections
127, 128 and 129 of the Australian Corporations Act, which provide third parties with the comfort that any person dealing with an Australian
company at arm’s length is entitled to assume, and would not have to verify, that the company has complied with any of its internal
management requirements, including those stated within a company’s constitution. In summary: (i) Section 127 prescribes how an Australian
company may execute a document (in addition to any provisions in the company’s constitution); (ii) Section 128 provides that a person
is entitled to make certain assumptions stated within Section 129 when dealing with a Australian company; and (iii) Section 129 provides
that a person may assume that the Australian company’s constitution has been complied with and that a person purporting to sign
an agreement as a director or company secretary of the company has been duly appointed and authorized to exercise such power. (Corporations
Act 2001 (Cth), Pt. 2B.1, S. 127 and Pt. 2B.2, Ss. 128-129)

In conclusion, assumptions (b) and (c)
are based on specific Australian regulatory provisions that are available to Australian companies and, therefore, we believe that they
are reasonable assumptions to include in the opinion letter issued by the Company’s Australian counsel.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference LLP at
(212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

    cc:
    Darrin Ocasio, Esq.

United States securities and exchange commission logo
June 29, 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. 14 to Registration Statement on Form F-1
File No. 333-266965
Filed June 23, 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.  Unless we note
otherwise, our references to prior comments are to comments in our June 7, 2023 letter.
Amendment No. 14 to Registration Statement on Form F-1
Capitalization, page 44
1.We note your inclusion of footnote (4), which appears to be a discussion for a non-GAAP
measure of net loss.  Please delete this footnote from within the table and also the
related disclosure in footnote (4)(i) through (vi), and the sentence that immediately
follows regarding your recurring net losses during the period.

2.Refer to the pro forma column in the table.  Based on your newly inserted disclosure that
this column gives effect to the conversion of debt of US$630,000 for the issuance of
221,533 ordinary shares, it appears the Notes payable line item amount should reflect a

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 June 29, 2023 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
June 29, 2023
Page 2
balance of US$931,131 and the total capitalization should be US$1,856,831 rather than
US$2,846,931.  Please revise.  Further, the pro forma as adjusted column should be
revised accordingly to reflect the IPO and application of the net proceeds, including the
repayment of US$600,000 of notes payable to the seller of Reg Liquors LLC.
Exhibits
3.Notwithstanding your assertion in your response to comment 2 that corresponding
changes were made, we are not able to locate the revisions nor a written justification for
why the cited language is appropriate.  We therefore reissue comment 2 of our prior
letter.
            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

CORRESP
1
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INNOVATION BEVERAGE GROUP LTD.

29 Anvil Road

Seven Hills, NSW 2147 Australia

June 21, 2023

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jay Ingram and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 12 to the Registration Statement on Form F-1

    File No. 333-266965

    Filed June 1, 2023

Dear Messrs. Ingram and Ewing:

On behalf of Innovation
Beverage Group Ltd. (the “Company”), this letter responds to comments provided by the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company
on June 7, 2023 regarding the Company’s Registration Statement on Form F-1 (the “Registration Statement”). Changes
made in response to the Staff’s comments have been made in our amendment to the Registration Statement (the “Amended Registration
Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

For convenience, the Staff’s
comments have been restated below and the Company’s responses are set out immediately under the restated comments. Unless otherwise
indicated, defined terms used herein have the meanings set forth in the Amended Registration Statement.

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.

Response: The Company acknowledges the Staff’s comment and
the Exhibit 5.1 legal opinion has been revised as requested.

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.

Response: The Company acknowledges the Staff’s
comment and the Exhibit 5.1 legal opinion has been revised as requested.

3. Please file the underwriter’s warrant as an exhibit to the registration
statement.

Response: The Company acknowledges the Staff’s
comment and has amended the exhibit index to include the underwriter’s warrant, which has been filed with the Amended Registration
Statement.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference LLP at
(212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

    cc:
    Darrin Ocasio, Esq.

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

CORRESP
1
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INNOVATION BEVERAGE GROUP LTD.

29 Anvil Road

Seven Hills, NSW 2147 Australia

June 1, 2023

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jay Ingram and Evan Ewing

Re: Innovation Beverage Group Ltd

Amendment No. 11 to the Registration Statement
on Form F-1

File No. 333-266965

Filed May 12, 2023

Dear Messrs. Ingram and Ewing:

On behalf of Innovation
Beverage Group Ltd. (the “Company”), this letter responds to comments provided by the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided to the
Company on May 25, 2023 regarding the Company’s Registration Statement on Form F-1(the “Registration Statement”).
Changes made in response to the Staff’s comments have been made in our amendment to the Registration Statement (the “Amended
Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

For convenience, the Staff’s
comments have been restated below and the Company’s responses are set out immediately under the restated comments. Unless otherwise
indicated, defined terms used herein have the meanings set forth in the Amended Registration Statement.

Amendment No. 11 to Registration Statement on Form F-1

Risks Factors

We may be required in the future to record a significant charge
to earnings if our goodwill or intangible assets become impaired, page 34

 1. Please clarify in the last sentence that during the
year you impaired your entire goodwill of $951,802 and have a zero balance at December 31, 2022.

Response: The Company acknowledges
the Staff’s comment and has revised the risk factor on page 34 as requested.

Use of Proceeds, page 43

 2. We note that you removed the disclosure related to your
expected $600,000 payment to the seller of Reg Liquors LLC. Your capitalization table still states “Notes payable includes USD$600,000
to be paid out of the net proceeds from the unit offering to the seller of Reg Liquors LLC d/b/a/ Wired for Wine, which we acquired on
November 3, 2021.” Please tell us why this amount is not included in the Use of Proceeds section.

Response: The Company acknowledges
the Staff’s comment and has corrected the inadvertent deletion from the noted disclosure.

Capitalization, page 44

 3. Refer to the December 31, 2022 actual column. Based
on the amounts provided, it appears the total capitalization line item should be $1,856,831 rather than $1,809,573. Please revise accordingly.

Response: The Company acknowledges
the Staff’s comment and has revised the table on page 44 as requested.

 4. Please delete the last paragraph on page 45 regarding
the additional shares issued in September 2022 and December 2022, as it appears this discussion is no longer necessary given that the
filing now includes the December 31, 2022 audited financial statements.

Response: The Company acknowledges
the Staff’s comment and has deleted the last paragraph on page 45 as requested.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Results of Operations

Fiscal Years Ended December 31, 2022 and 2021, page 50

 5. Refer to your discussion of revenue. As you have two
reportable segments, Australia and United States, also provide tabular disclosure similar to that included on page F-18 and provide a
discussion based on these geographic locations.

Response: The Company acknowledges
the Staff’s comment and has revised page 50 to include the requested discussion.

 6. In the paragraph discussion of cost of goods sold, please
expand to discuss your decrease in gross profit in terms of dollars and percentage for the year ended December 31, 2022 compared to December
31, 2021. Also, in the paragraph discussion of operating expenses, discuss the factors for determining that your entire goodwill balance
should be impaired and written-off during fiscal year December 31, 2022. Further, reclassify the goodwill impairment loss from other income
(expenses) to a component of operating expenses in MD&A, the audited statements of operations and related footnote disclosures.

Response: The Company acknowledges the Staff’s comment
and has made the requested revisions on page 50.

Business

Overview, page 54

 7. In the table on page 54, reconcile the total revenue
of $4,527,531 for the year ended December 31, 2022 with the total of $4,530,396 shown on page F-4.

Response: The Company acknowledges the Staff’s comment
and has revised the table as requested.

Related Party Transactions, page 95

 8. We note that during the year ended December 31, 2022,
the company entered into four loans with shareholders or executive officers. Please update this section to discuss those loans or tell
us why you are not required to do so.

Response: The Company acknowledges
the Staff’s comment and has incorporated descriptions of the four loans and their underlying agreements as requested.

Security Ownership of Beneficial Owners and Management, page
98

 9. Please tell us why Meena Beri’s ownership changed
from 2,469,136 ordinary shares to 1,501,136 ordinary shares.

Response: The Company acknowledges
the Staff’s comment and respectfully advises that, on April 19, 2023, Meena Beri sold an aggregate of 968,000 ordinary shares to
three separate individuals, each of whom owns less than 5% of the Company’s outstanding ordinary shares.

December 31, 2022 Audited Financial Statements Notes to Consolidated
Financial Statements

Note 11. Reportable Segments, page F-18

 10. Refer to the last two tables on page F-18. Please reconcile
the amount of income (loss) from operations of $(3,313,427) for the year ended December 31, 2022 with that of $(3,336,584) shown on page
F-4. Please ensure consistency of all amounts and disclosures throughout the filing.

Response: The Company acknowledges
the Staff’s comment and has made the requested reconciliations.

General

 11. Please update the legal opinions to cover the revised transaction.

Response: The Company acknowledges
the Staff’s comment and has updated the legal opinions as requested.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference LLP at
(212) 930-9700.

Sincerely,

Dean Huge

Chief Executive Officer

cc:
Darrin Ocasio, Esq.

United States securities and exchange commission logo
May 25, 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. 11 to Registration Statement on Form F-1
File No. 333-266965
Filed May 12, 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. 11 to Registration Statement on Form F-1
Risks Factors
We may be required in the future to record a significant charge to earnings if our goodwill or
intangible assets become impaired , page 34
1.Please clarify in the last sentence that during the year you impaired your entire goodwill
of $951,802 and have a zero balance at December 31, 2022.

Use of Proceeds, page 43
2.We note that you removed the disclosure related to your expected $600,000 payment to
the seller of Reg Liquors LLC. Your capitalization table still states "Notes payable

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 May 25, 2023 Page 2
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
May 25, 2023
Page 2
includes USD$600,000 to be paid out of the net proceeds from the unit offering to the
seller of Reg Liquors LLC d/b/a/ Wired for Wine, which we acquired on November 3,
2021." Please tell us why this amount is not included in the Use of Proceeds section.
Capitalization, page 44
3.Refer to the December 31, 2022 actual column.  Based on the amounts provided, it
appears the total capitalization line item should be $1,856,831 rather than $1,809,573.
Please revise accordingly.

4.Please delete the last paragraph on page 45 regarding the additional shares issued in
September 2022 and December 2022, as it appears this discussion is no longer necessary
given that the filing now includes the December 31, 2022 audited financial statements.

Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Fiscal Years Ended December 31, 2022 and 2021, page 50
5.Refer to your discussion of revenue.  As you have two reportable segments, Australia and
United States, also provide tabular disclosure similar to that included on page F-18 and
provide a discussion based on these geographic locations.

6.In the paragraph discussion of cost of goods sold, please expand to discuss your decrease
in gross profit in terms of dollars and percentage for the year ended December 31, 2022
compared to December 31, 2021.  Also, in the paragraph discussion of operating
expenses, discuss the factors for determining that your entire goodwill balance should be
impaired and written-off during fiscal year December 31, 2022.  Further, reclassify the
goodwill impairment loss from other income (expenses) to a component of operating
expenses in MD&A, the audited statements of operations and related footnote disclosures.

Business
Overview, page 54
7.In the table on page 54, reconcile the total revenue of $4,527,531 for the year ended
December 31, 2022 with the total of $4,530,396 shown on page F-4.

Related Party Transactions, page 95
8.We note that during the year ended December 31, 2022, the company entered into four
loans with shareholders or executive officers. Please update this section to discuss those
loans or tell us why you are not required to do so.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 May 25, 2023 Page 3
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
May 25, 2023
Page 3
Security Ownership of Beneficial Owners and Management, page 98
9.Please tell us why Meena Beri's ownership changed from 2,469,136 ordinary shares to
1,501,136 ordinary shares.
December 31, 2022 Audited Financial Statements
Notes to Consolidated Financial Statements
Note 11. Reportable Segments, page F-18
10.Refer to the last two tables on page F-18.  Please reconcile the amount of income (loss)
from operations of $(3,313,427) for the year ended December 31, 2022 with that of
$(3,336,584) shown on page F-4.  Please ensure consistency of all amounts and
disclosures throughout the filing.

General
11.Please update the legal opinions to cover the revised transaction.
            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

CORRESP
1
filename1.htm

Innovation Beverage Group
Limited

29 Anvil Road

Seven Hills, NSW 2147

Australia

November 22, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 8 to the Registration Statement on Form F-1

    File No. 333-266965

    Filed November 15, 2022

Dear Ms. Haywood and Mr. Ewing:

Innovation Beverage Group
Ltd (the “Company” or “IBG”) previously submitted Amendment No. 8 to the Company’s
Registration Statement on Form F-1 (the “Registration Statement”) pursuant to Title I, Section 106 under the
Jumpstart Our Business Startups Act with the Securities and Exchange Commission (the “Commission”) on November
15, 2022. Amendment No. 9 responds to the comment letter received on November 21, 2022 from the staff of the Commission (the “Staff”).
For ease of review, we have set forth below the comment of your letter followed by the Company’s response thereto.

Capitalization, page 39

 1. Refer
                                            to the pro forma column. It appears the amount of cash and cash equivalents should be $8,300,744,
                                            based on the net proceeds from the Unit offering of $8,830,500, less the $600,000 payment
                                            on the notes payable. Similarly, it appears the ordinary shares should have a value of $13,553,611
                                            after giving effect to the net proceeds. Please revise your computations accordingly, including
                                            the total shareholders’ equity and total capitalization, or expand disclosures to describe
                                            any other pro forma adjustments.

Response: The Company acknowledges the Staff’s comment
and has made the requested revisions.

Dilution, page 40

 2. Refer
                                            to your disclosure of adjusted net tangible book value as of June 30, 2022. Based on the
                                            net proceeds from the Unit offering, it appears this amount should instead be $9,803,844
                                            with a related per share amount of $0.98. Please revise your disclosures and dilution calculations
                                            accordingly, or advise.

Response: The Company acknowledges the Staff’s comment
and has made the requested revisions.

Filing Fee Table, page II-5

 3. Please
                                            provide your analysis of how your calculation of the “Maximum Aggregate Offering Price”
                                            is consistent with Rule 457. Specifically, we note that in addition to 2,500,000 units, you
                                            have provided the underwriters an option to purchase up to an additional 375,000 ordinary
                                            shares and/or up to an additional 375,000 warrants to cover over-allotments.

Response: The Company acknowledges the
Staff’s comment and respectfully advises that the calculation is such that an aggregate amount of 2,875,000 units will be
offered, which is comprised of 2,500,000 units and the over-allotment amount of 375,000 ordinary shares and/or warrants, and when
multiplied by the public offering price of $4.15, results in a maximum aggregate offering price of $11,931,250. The exercise price
of the warrants is not yet determined, therefore, the calculation assumes an exercise price that is the same as the public offering
price (or 100% of the per unit public offering price).

Further, with respect to the ordinary shares
underlying the Underwriter Warrants, if the underwriter exercises its over-allotment option in full, the underwriter will receive
a warrant to purchase up to 5% of the aggregate ordinary shares sold in the offering, or 143,750 ordinary shares, which has an
exercise price of equal to 120% of the public offering price, or $4.98, and when multiplied by such price results in $715,875.

Exhibit 107 has been revised to reflect these
calculations.

Exhibits

 4. We
                                            note that you may have redacted information from Exhibit 4.5. If you are redacting information
                                            pursuant to Item 601(b)(10)(iv) of Regulation S-K, please explain why you may rely on Item
                                            601(b)(10)(iv) to redact information filed pursuant to Item 601(b)(4) and mark the exhibit
                                            index to indicate that portions of your exhibits have been omitted. Additionally, please
                                            refile to clearly indicate where information is omitted in Exhibit 4.5. If you are not relying
                                            on Item 601(b)(10)(iv) of Regulation S-K for Exhibit 4.5, refile the exhibit without the
                                            statement on the first page stating that certain information has been redacted.

Response: The Company acknowledges the
Staff’s comment and has refiled the exhibit without the statement of redaction as the Company is no longer relying upon Item
601(b)(10)(iv) of Regulation S-K.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference
LLP at (212) 930-9700.

    Sincerely

    Dean Huge

    Chief Executive
    Officer

cc:	Darrin Ocasio

United States securities and exchange commission logo
November 21, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 8 to Registration Statement on Form F-1
File No. 333-266965
Filed November 15, 2022
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. 8 to Registration Statement on Form F-1
Capitalization, page 39
1.Refer to the pro forma column.  It appears the amount of cash and cash equivalents should
be $8,300,744, based on the net proceeds from the Unit offering of $8,830,500, less the
$600,000 payment on the notes payable.  Similarly, it appears the ordinary shares should
have a value of $13,553,611 after giving effect to the net proceeds.  Please revise your
computations accordingly, including the total shareholders' equity and total capitalization,
or expand disclosures to describe any other pro forma adjustments.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 November 21, 2022 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
November 21, 2022
Page 2
Dilution, page 40
2.Refer to your disclosure of adjusted net tangible book value as of June 30, 2022.  Based
on the net proceeds from the Unit offering, it appears this amount should instead
be $9,803,844 with a related per share amount of $0.98.  Please revise your disclosures
and dilution calculations accordingly, or advise.

Filing Fee Table, page II-5
3.Please provide your analysis of how your calculation of the "Maximum Aggregate
Offering Price" is consistent with Rule 457. Specifically, we note that in addition to
2,500,000 units, you have provided the underwriters an option to purchase up to an
additional 375,000 ordinary shares and/or up to an additional 375,000 warrants to cover
over-allotments.
Exhibits
4.We note that you may have redacted information from Exhibit 4.5. If you are redacting
information pursuant to Item 601(b)(10)(iv) of Regulation S-K, please explain why you
may rely on Item 601(b)(10)(iv) to redact information filed pursuant to Item 601(b)(4) and
mark the exhibit index to indicate that portions of your exhibits have been omitted.
Additionally, please refile to clearly indicate where information is omitted in Exhibit 4.5.
If you are not relying on Item 601(b)(10)(iv) of Regulation S-K for Exhibit 4.5, refile the
exhibit without the statement on the first page stating that certain information has been
redacted.

            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

CORRESP
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Innovation Beverage Group Limited

29 Anvil Road

Seven Hills, NSW 2147

Australia

November 15, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 8 to the Registration Statement on Form F-1

    File No. 333-266965

    Filed November 15, 2022

Dear Ms. Haywood and Mr. Ewing:

Innovation Beverage Group Ltd
(the “Company” or “IBG”) previously submitted Amendment No. 7 to the Company’s Registration
Statement on Form F-1 (the “Registration Statement”) pursuant to Title I, Section 106 under the Jumpstart Our Business
Startups Act with the Securities and Exchange Commission (the “Commission”) on October 25, 2022. Amendment No. 8 responds
to the comment letter received on November 4, 2022 from the staff of the Commission (the “Staff”). For ease of review,
we have set forth below the comment of your letter followed by the Company’s response thereto.

Risk Factors, page 16

 1. We note recent instances of extreme stock price run-ups followed by rapid
price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings,
particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the potential
for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the
risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run
up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective
investors to assess the rapidly changing value of your stock.

Response: The Company acknowledges the Staff’s
comment and has made the requested revision on page 32. Please see the risk factor titled, “The market price of our ordinary shares
and warrants may be highly volatile, and you could lose all or part of your investment.”

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference LLP at
(212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

cc:	Darrin Ocasio

United States securities and exchange commission logo
November 4, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 7 to Registration Statement on Form F-1
File No. 333-266965
Filed October 25, 2022
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.
Registration Statement on Form F-1
Risk Factors, page 16
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 November 4, 2022 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
November 4, 2022
Page 2
changing value of your stock.
            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

CORRESP
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Innovation Beverage Group Limited

29 Anvil Road

Seven Hills, NSW 2147

Australia

October 24, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

Re:
   	Innovation Beverage Group Ltd

Amendment
No. 6 to the
Registration Statement on
Form F-1

File No.
333-266965

Filed
October 3, 2022

Dear Ms. Haywood and Mr. Ewing:

Innovation Beverage Group
Ltd (the “Company” or “IBG”) previously submitted Amendment No. 6 to the Company’s
Registration Statement on Form F-1 (the “Registration Statement”) pursuant to Title I, Section 106 under the
Jumpstart Our Business Startups Act with the Securities and Exchange Commission (the “Commission”) on October
3, 2022. Amendment No. 7 responds to the comment letter received on October 11, 2022 from the staff of the Commission (the “Staff”).
For ease of review, we have set forth below the comment of your letter followed by the Company’s response thereto.

Summary Consolidated Financial Data, page 13

 1. Please
expand this section
to also include
the consolidated statements
of operation data
for the years ended December 31, 2021 and 2020. In this regard, this section should
include consolidated statements of operation data for all periods presented in the filing.

Response: The Company acknowledges the Staff’s comments
and has made the requested revision.

 2. Refer to the shareholders’ equity section of the table and
address the following:

 ● Clarify that the total number of issued and
outstanding ordinary shares, actual, at June 30,
2022, to be
7,496,340 as shown
in the balance
sheet on page
F-5, and reflect
the total ordinary shares dollar values on this line item, thereby deleting the line item additional paid-in capital.

 ● Revise
the line item
description of accumulated
other comprehensive income
to instead be accumulated other comprehensive loss.

 ● Revise
the line item
description of retained
earnings to instead
be accumulated deficit.

Response: The Company acknowledges the Staff’s comments
and has made the requested revision.

Management’s
Discussion and Analysis
of Financial Condition
and Results of
Operations, page 40

 3. Please revise your sections of results of
operations and liquidity and capital resources to also include the previous discussion for the fiscal year ended December 31, 2021
compared to December
31, 2020. Refer
to Instruction 1
to Item 303(b)
of Regulation S-K as MD&A
must cover the audited the financial statements presented in the filing. The current discussion
of the interim financial statements for the six months ended June 30, 2022 and 2021 should continue to be provided in the filing.

Response: The Company acknowledges the Staff’s
comments and has made the requested revision.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference
LLP at (212) 930-9700.

Sincerely,

Dean Huge

Chief Executive Officer

cc:
Darrin Ocasio

United States securities and exchange commission logo
October 11, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 6 to Registration Statement on Form F-1
File No. 333-266965
Filed October 3, 2022
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. 6 to Registration Statement on Form F-1
Summary Consolidated Financial Data, page 13
1.Please expand this section to also include the consolidated statements of operation data for
the years ended December 31, 2021 and 2020.  In this regard, this section should include
consolidated statements of operation data for all periods presented in the filing.

Capitalization, page 38
2.Refer to the shareholders' equity section of the table and address the following:

•Clarify that the total number of issued and outstanding ordinary shares, actual, at June

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 October 11, 2022 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
October 11, 2022
Page 2
30, 2022, to be 7,496,340 as shown in the balance sheet on page F-5, and reflect the
total ordinary shares dollar values on this line item, thereby deleting the line item
additional paid-in capital.
•Revise the line item description of accumulated other comprehensive income to
instead be accumulated other comprehensive loss.
•Revise the line item description of retained earnings to instead be accumulated
deficit.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page
40
3.Please revise your sections of results of operations and liquidity and capital resources to
also include the previous discussion for the fiscal year ended December 31, 2021
compared to December 31, 2020.  Refer to Instruction 1 to Item 303(b) of Regulation S-K
as MD&A must cover the audited the financial statements presented in the filing.  The
current discussion of the interim financial statements for the six months ended June 30,
2022 and 2021 should continue to be provided in the filing.

            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

CORRESP
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Innovation Beverage Group Limited

29 Anvil Road

Seven Hills, NSW 2147

Australia

September 20, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 4 to the Registration Statement on Form F-1

    File No. 333-266965

    Filed September 20, 2022

Dear Ms. Haywood and Mr. Ewing:

Innovation Beverage Group Ltd
(the “Company” or “IBG”) previously submitted Amendment No. 4 to the Company’s Registration
Statement on Form F-1 (the “Registration Statement”) pursuant to Title I, Section 106 under the Jumpstart Our Business
Startups Act with the Securities and Exchange Commission (the “Commission”) on September 20, 2022. Amendment No. 5
is an exhibits-only amendment and responds to the comment letter received on September 20, 2022 from the staff of the Commission (the
“Staff”). For ease of review, we have set forth below the comment of your letter followed by the Company’s response
thereto.

Amendment No. 4 to
Registration Statement on Form F-1 Summary Exhibit Index, page II-5

 1. We note that you inadvertently omitted the footnote
we requested in comment 3 of our September 14, 2022 comment letter. Please revise to mark the exhibit index to indicate that portions
of exhibit 10.16 and 10.18 have been excluded because it is both not material and the type of information that the registrant treats as
private or confidential. See Item 601(b)(10)(iv) of Regulation S-K.

Response: The Company
acknowledges the Staff’s comments and has made the requested revision.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference LLP at
(212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

cc:	Darrin Ocasio

United States securities and exchange commission logo
September 20, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 4 to Registration Statement on Form F-1
File No. 333-266965
Filed September 20, 2022
Dear Mr. 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. 4 to Registration Statement on Form F-1
Exhibit Index, page II-5
1.We note that you inadvertently omitted the footnote we requested in comment 3 of our
September 14, 2022 comment letter. Please revise to mark the exhibit index to indicate
that portions of exhibit 10.16 and 10.18 have been excluded because it is both not material
and the type of information that the registrant treats as private or confidential. See Item
601(b)(10)(iv) of Regulation S-K.
            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 Sherry Haywood at 202-551-3345 with any other

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 September 20, 2022 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
September 20, 2022
Page 2
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
September 19, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 3 to Registration Statement on Form F-1
File No. 333-266965
Filed September 15, 2022
Dear Mr. 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. 3 to Registration Statement on Form F-1
Legal Opinion, page II-5
1.We note the disclosure on page 102 that the ordinary shares underlying the warrants are
being registered under this registration statement. Please have counsel revise the Exhibit
5.1 legal opinion to:
•Clearly disclose that the offering includes the ordinary shares underlying the
underwriter's warrants.
•Remove assumptions (h), (i), (j) and (l). Counsel should not assume that the registrant
has taken all corporate actions necessary to authorize the issuance of the securities or
assume that the registrant is not in bankruptcy.
•Clearly opine that the ordinary shares underlying the warrants will be, when sold,

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 September 19, 2022 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
September 19, 2022
Page 2
legally (or validly) issued, fully paid and non-assessable.
•Revise the opinion to address whether the ordinary shares are non-assessable based
on the meaning of that term under U.S. law.

In addition, please list Australian legal counsel’s consent in the exhibit list. Although the
consent is not filed as a separate document, you may list it, then refer to its location in the
legal opinion filed as Exhibit 5.1. Refer to See Staff Legal Bulletin No. 19 and Item
601(b)(23) of Regulation S-K.

            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 Sherry Haywood at 202-551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Innovation Beverage Group Limited

29 Anvil Road

Seven Hills, NSW 2147

Australia

September 20, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 3 to the Registration Statement on Form F-1

    File No. 333-266965

    Filed September 15, 2022

Dear Ms. Haywood and Mr. Ewing:

Innovation Beverage Group Ltd
(the “Company” or “IBG”) previously submitted Amendment No. 3 to the Company’s Registration
Statement on Form F-1 (the “Registration Statement”) pursuant to Title I, Section 106 under the Jumpstart Our Business
Startups Act with the Securities and Exchange Commission (the “Commission”) on September 15, 2022. Amendment No. 4
is an exhibits-only amendment and responds to the comment letter received on September 19, 2022 from the staff of the Commission (the
“Staff”).

For ease of review, we have set
forth below the comments of your letter followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms
used herein have the meanings assigned to them in Amendment No. 4 and all references to page numbers in such responses are to page numbers
in Amendment No. 4.

Amendment No. 3 to Registration Statement on Form F-1 Summary

Legal Opinion, page II-5

 1. We note the disclosure on page 102 that the ordinary shares underlying the
warrants are being registered under this registration statement. Please have counsel revise the Exhibit 5.1 legal opinion to:

 ● Clearly
                                            disclose that the offering includes the ordinary shares underlying the underwriter’s
                                            warrants.

 ● Remove
                                            assumptions (h), (i), (j) and (l). Counsel should not assume that the registrant has taken
                                            all corporate actions necessary to authorize the issuance of the securities or assume that
                                            the registrant is not in bankruptcy.

 ● Clearly
                                            opine that the ordinary shares underlying the warrants will be, when sold, legally (or validly)
                                            issued, fully paid and non-assessable.

 ● Revise
                                            the opinion to address whether the ordinary shares are non-assessable based on the meaning
                                            of that term under U.S. law.

In addition, please list Australian
legal counsel’s consent in the exhibit list. Although the consent is not filed as a separate document, you may list it, then refer
to its location in the legal opinion filed as Exhibit 5.1. Refer to See Staff Legal Bulletin No. 19 and Item 601(b)(23) of Regulation
S-K.

Response: The Company
acknowledges the Staff’s comments and has made the requested revisions.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference LLP at
(212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

cc:	Darrin Ocasio

CORRESP
1
filename1.htm

Innovation Beverage Group Limited

29 Anvil Road

Seven Hills, NSW 2147

Australia

September 15, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

Re: Innovation Beverage Group Ltd

Amendment No. 3
to the Registration Statement on Form F-1

Submitted September 15, 2022

File No. 0001924482

Dear Ms. Haywood and Mr. Ewing:

Innovation Beverage Group Ltd (the
“Company” or “IBG”) previously submitted Amendment No. 2 to the Company’s Registration Statement
on Form F-1 (the “Registration Statement”) pursuant to Title I, Section 106 under the Jumpstart Our Business Startups
Act with the Securities and Exchange Commission (the “Commission”) on September 13, 2022. Amendment No. 3 has been
revised to reflect the Company’s responses to the comment letter received on September 14, 2022 from the staff of the Commission
(the “Staff”).

For ease of review, we have set
forth below each of the numbered comments of your letter followed by the Company’s responses thereto. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 3 and all references to page numbers in such responses
are to page numbers in Amendment No. 3.

Amendment No. 2 to Registration Statement on Form F-1 Summary

Consolidated Financial Data, page 13

1.
We note
your disclosure at the bottom of page 12 that effective September 12, 2022, you implemented a 1-for-1.62 reverse split of your ordinary
shares. It does not appear you have given retroactive effect to the reverse split here in Summary Consolidated Financial Data and also
in your audited financial statements. Refer to SAB Topic 4.C. Please revise accordingly.

Response: The Company
acknowledges the Staff’s comment and has made the requested revisions.

Dilution, page 39

2.
Refer to the third paragraph and the table on page 39 to
address the following:

●
We note
you disclose the dilution to new investors to be $0.21 per ordinary share. As your pro forma net tangible book value per ordinary share
immediately after the offering is $0.91, it appears the dilution to new investors would be $4.09 per share based on the IPO midpoint
price of $5.00 per share. Please advise of your computations or revise accordingly.

●
Further,
clarify if the line item as adjusted net tangible book value per ordinary share attributable to payments by new investors’ should
be $0.78 rather than $1.12.

Response: The Company acknowledges
the Staff’s comment and has made the requested revisions.

Exhibit Index, page II-5

3.
We note that you have redacted
information from portions of exhibits 10.16 and 10.18. Please revise to add an applicable
footnote to mark the exhibit index to indicate that portions of exhibit 10.16 and 10.18
have been excluded because it is both not material and the type of information that the registrant treats as private or confidential.
See Item 601(b)(10)(iv) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and has made the requested revision.

Should you have any questions regarding
the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference LLP at (212) 930-9700.

Sincerely,

Dean Huge

Chief Executive Officer

cc:	Darrin Ocasio

United States securities and exchange commission logo
September 14, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 2 to Registration Statement on Form F-1
File No. 333-266965
Filed September 13, 2022
Dear Mr. 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.  Unless we note
otherwise, our references to prior comments are to comments in our September 12, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-1
Summary Consolidated Financial Data, page 13
1.We note your disclosure at the bottom of page 12 that effective September 12, 2022, you
implemented a 1-for-1.62 reverse split of your ordinary shares.  It does not appear you
have given retroactive effect to the reverse split here in Summary Consolidated Financial
Data and also in your audited financial statements.  Refer to SAB Topic 4.C.  Please
revise accordingly.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 September 14, 2022 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
September 14, 2022
Page 2
Dilution, page 39
2.Refer to the third paragraph and the table on page 39 to address the following:

•We note you disclose the dilution to new investors to be $0.21 per ordinary share.  As
your pro forma net tangible book value per ordinary share immediately after the
offering is $0.91, it appears the dilution to new investors would be $4.09 per share
based on the IPO midpoint price of $5.00 per share.  Please advise of your
computations or revise accordingly.
•Further, clarify if the line item 'as adjusted net tangible book value per ordinary share
attributable to payments by new investors' should be $0.78 rather than $1.12.

Exhibit Index, page II-5
3.We note that you have redacted information from portions of exhibits 10.16 and
10.18.  Please revise to add an applicable footnote to mark the exhibit index to
indicate that portions of exhibit 10.16 and 10.18 have been excluded because it is both not
material and the type of information that the registrant treats as private or confidential. See
Item 601(b)(10)(iv) of Regulation S-K.
            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 Sherry Haywood at 202-551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Innovation Beverage Group Limited

29 Anvil Road

 Seven Hills, NSW 2147

 Australia

September 13, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

Re: Innovation Beverage Group Ltd

Amendment No.
2 to the Registration Statement on Form F-1

Submitted September
13, 2022

File No. 0001924482

Dear Ms. Haywood and Mr. Ewing:

Innovation Beverage Group Ltd (the
“Company” or “IBG”) previously submitted Amendment No. 1 to the Company’s Registration Statement
on Form F-1 (the “Registration Statement”) pursuant to Title I, Section 106 under the Jumpstart Our Business Startups
Act with the Securities and Exchange Commission (the “Commission”) on September 7, 2022. Amendment No. 2 has been revised
to reflect the Company’s responses to the comment letter received on September 12, 2022 from the staff of the Commission (the “Staff”).

For ease of review, we have set
forth below each of the numbered comments of your letter followed by the Company’s responses thereto. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 2 and all references to page numbers in such responses
are to page numbers in Amendment No. 2.

Amendment No. 1 to Registration Statement on Form F-1

Exhibit Index, page II-5

1. To the extent that you are redacting information pursuant to Item 601(b)(10)(iv) of Regulation S-K, please
mark the exhibit index to indicate that portions of your exhibits have been omitted. Additionally, please clearly indicate where the information
is omitted in Exhibit 4.5. If you are not relying on Item 601(b)(10)(iv) of Regulation S-K for Exhibit 4.5, refile the exhibit without
the statement on the first page stating that certain information has been redacted.

Response: The Company
acknowledges the Staff’s comment and respectfully notes that the structure of the offering will no longer include warrants and,
therefore, Exhibit 4.4 Specimen Certificate for Warrant and Exhibit 4.5 Form of Warrant Agent Agreement have been removed
from the Exhibit Index.

Signatures, page II-6

2. The registration statement must be signed by your principal financial officer and
principal accounting officer or controller. Additionally, any person who occupies more than one of the specified positions, for example,
principal financial officer and principal accounting officer or controller, must indicate each capacity in which he signs the registration
statement. Refer to instructions 1 and 2 of Form F-1 and revise.

Response: The Company acknowledges
the Staff’s comment and has incorporated into the signature block that the Chief Financial Officer is signing in his capacity as
the “Principal Financial Officer and Controller”.

General

3. We note that the form of warrant included in Exhibit 4.5 provides that all legal
proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by the warrant shall be commenced
exclusively in the state and federal courts sitting in the city of New York, and that the company irrevocably submits to such exclusive
jurisdiction. Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please
also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims,
please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In
that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If this provision does
not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act.

Response: The Company acknowledges
the Staff’s comment and respectfully notes that Exhibit 4.5 has been removed from the Exhibit Index as explained in response to
Comment No. 1 herein.

Should you have any questions regarding
the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference LLP at (212) 930-9700.

Sincerely,

Dean Huge

Chief Executive Officer

cc:
Darrin Ocasio

United States securities and exchange commission logo
September 12, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
File No. 333-266965
Filed September 7, 2022
Dear Mr. 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.  Unless we note
otherwise, our references to prior comments are to comments in our September 2, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
Exhibit Index, page II-5
1.To the extent that you are redacting information pursuant to Item 601(b)(10)(iv) of
Regulation S-K, please mark the exhibit index to indicate that portions of your exhibits
have been omitted. Additionally, please clearly indicate where the information is omitted
in Exhibit 4.5. If you are not relying on Item 601(b)(10)(iv) of Regulation S-K for Exhibit
4.5, refile the exhibit without the statement on the first page stating that certain
information has been redacted.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 September 12, 2022 Page 2
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
September 12, 2022
Page 2
Signatures, page II-6
2.The registration statement must be signed by your principal financial officer and
principal accounting officer or controller. Additionally, any person who occupies more
than one of the specified positions, for example, principal financial officer and
principal accounting officer or controller, must indicate each capacity in which he signs
the registration statement. Refer to instructions 1 and 2 of Form F-1 and revise.
General
3.We note that the form of warrant included in Exhibit 4.5 provides that all legal
proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by the warrant shall be commenced exclusively in the state and federal
courts sitting in the city of New York, and that the company irrevocably submits to such
exclusive jurisdiction. Please disclose whether this provision applies to actions arising
under the Securities Act or Exchange Act. If so, please also state that there is uncertainty
as to whether a court would enforce such provision. If the provision applies to Securities
Act claims, please also state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. In that regard, we note that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If this provision does not apply to actions arising under
the Securities Act or Exchange Act, please also ensure that the exclusive forum provision
in the governing documents states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
            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 Sherry Haywood at 202-551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Innovation Beverage Group Limited

29 Anvil Road

Seven Hills, NSW 2147

Australia

September 7, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 1 to the Registration Statement on Form F-1

    Submitted August 19, 2022

    File No. 0001924482

Dear Ms. Haywood and Mr. Ewing:

Innovation Beverage Group Ltd
(the “Company” or “IBG”) previously confidentially submitted Amendment No. 5 to the Company’s
draft registration statement on Form F-1 (the “Registration Statement”) pursuant to Title I, Section 106 under the
Jumpstart Our Business Startups Act with the Securities and Exchange Commission (the “Commission”) on August 19, 2022.
Amendment No. 1 has been revised to reflect the Company’s responses to the comment letter received on September 2, 2022 from the
staff of the Commission (the “Staff”).

For ease of review, we have set
forth below each of the numbered comments of your letter followed by the Company’s responses thereto. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 1 and all references to page numbers in such responses
are to page numbers in Amendment No. 1.

Registration Statement on Form F-1

Capitalization, page 38

 1. Please revise your capitalization table to address the following:

 ● Expand footnote (2) to describe how the warrants will be reflected and valued for
accounting purposes in the financial statements.

 ● Update the table to disclose the outstanding balance of the $600,000 seller note
payable, and provide a footnote therein of your intentions to repay this note payable out of the net proceeds from the Unit offering.

 ● We note here and throughout your registration statement that you refer to your equity
as “ordinary shares”; however in other places (e.g., the financial statements) you reference your equity as “common
stock”. Please ensure consistency of using the term of ordinary shares throughout the financial statements and related notes, as
applicable.

Response: The Company acknowledges
the Staff’s comment and has revised the capitalization table and noted references as requested.

Material Agreements, page 68

 2. We note that pursuant to Section 3.1 of the June 2021 Amendment Agreement, IBG
“shall have the sole and exclusive right to own and operate the BevMart Website, produce the BevMart Brands and engage in the BevMart
Business in Australia.” Please clarify whether you also have the right to operate the BevMart business outside of Australia.

Response: The Company acknowledges
the Staff’s comment and respectfully clarifies that prior to June 2021, BevMart was an Australian business owned and operated by
Sway. Upon execution of the June 2021 Amendment Agreement, IBG owned and operated the BevMart business. Subsequently in July 2021, IBG
elected to expand the business to the United States by forming BevMart USA, LLC, a Delaware limited liability company. We have revised
this disclosure in order to further clarify this point.

 3. We note your response to prior comment 5 and reissue in part. Please revise to describe the termination
provisions of the manufacturing supply and license agreement, as amended.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure as requested.

 4. We note your disclosure that “IBG had the right, but not the obligation, to
manufacture and sell to Sway all new alcoholic products branded under IBG’s intellectual property rights,” however, Section
2.6 of the 2020 Manufacturing Agreement states “the Seller shall have the right, but not the obligation, to manufacture and sell
to Buyer all new alcoholic products branded under Buyer’s Intellectual Property.” Please revise. Additionally, if material,
disclose the new products you gained the right to manufacture as a result of your exercise of such right.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure as requested.

Exhibit 10.15, page 100

 5. We note that your Exhibit 10.15 Manufacturing Supply and License Agreement contains
a reference to Schedule 1 which is not filed. Please file Schedule 1 Covered Products, or tell us why you do not believe it is required
to be filed. Refer to Item 601(a)(5) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and respectfully clarifies that the purpose of Schedule 1 is to list additional products, but there were none
and are none at this time. Therefore, there is no Schedule 1 to be filed with the agreement.

Exhibit Index, page II-5

 6. We note that several of your exhibits are identified by footnote as “filed
previously.” Please note that a registrant’s first publicly filed registration statement should include all available
exhibits. Accordingly, please amend your registration statement to include all such exhibits. Please refer to Question 10 of the Frequently
Asked Questions on Confidential Submission Process for Emerging Growth Companies under the JOBS Act for additional information.

Response: The Company
acknowledges the Staff’s comment and has revised the exhibits.

 7. Please file the warrant agent agreement and the form of warrant.

Response: The Company acknowledges
the Staff’s comment and has filed the requested exhibits.

 8. Please file the March 2021 Amendment Agreement or explain why you are not required to do so.

Response: The Company acknowledges
the Staff’s comment and has filed the requested exhibit.

 9. Please file the specimen certificate for ordinary shares. See Exhibit 4.3.

Response: The Company acknowledges
the Staff’s comment and has filed the requested exhibit.

Exhibit Index, page II-5

 10. Please file currently dated consents for both Innovation Beverage Group Limited
and Reg Liquors, LLC (d/b/a Wired for Wine) in the next amendment. In this regard, we note Exhibit 23.1 is the auditors’ report
for Innovation Beverage Group Limited, rather than the accountants consent.

Response: The Company
acknowledges the Staff’s comment and has made the correction and updated the auditor consents.

Signatures, page II-6

 11. Please provide the required signatures. For guidance, please refer to the signature
requirements in Form F-1.

Response: The Company acknowledges
the Staff’s comment and has filed the required signatures.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference LLP at
(212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

cc:	Darrin Ocasio

United States securities and exchange commission logo
September 2, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Registration Statement on Form F-1
Filed No. 333-266965
Filed August 19, 2022
Dear Mr. Huge:
            We have reviewed your 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.
Registration Statement on Form F-1
Capitalization, page 38
1.Please revise your capitalization table to address the following:
•Expand footnote (2) to describe how the warrants will be reflected and valued for
accounting purposes in the financial statements.
•Update the table to disclose the outstanding balance of the $600,000 seller note
payable, and provide a footnote therein of your intentions to repay this note payable
out of the net proceeds from the Unit offering.
•We note here and throughout your registration statement that you refer to your equity
as "ordinary shares"; however in other places (e.g., the financial statements) you
reference your equity as "common stock". Please ensure consistency of using the

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 September 2, 2022 Page 2
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
September 2, 2022
Page 2
term of ordinary shares throughout the financial statements and related notes,
as applicable.

Material Agreements, page 68
2.We note that pursuant to Section 3.1 of the June 2021 Amendment Agreement, IBG "shall
have the sole and exclusive right to own and operate the BevMart Website, produce the
BevMart Brands and engage in the BevMart Business in Australia." Please clarify whether
you also have the right to operate the BevMart business outside of Australia.
3.We note your response to prior comment 5 and reissue in part. Please revise to describe
the termination provisions of the manufacturing supply and license agreement, as
amended.
4.We note your disclosure that "IBG had the right, but not the obligation, to manufacture
and sell to Sway all new alcoholic products branded under IBG’s intellectual property
rights," however, Section 2.6 of the 2020 Manufacturing Agreement states "the Seller
shall have the right, but not the obligation, to manufacture and sell to Buyer all new
alcoholic products branded under Buyer’s Intellectual Property."   Please revise.
Additionally, if material, disclose the new products you gained the right to manufacture as
a result of your exercise of such right.
Exhibit 10.15, page 100
5.We note that your Exhibit 10.15 Manufacturing Supply and License Agreement contains a
reference to Schedule 1 which is not filed. Please file Schedule 1 Covered Products, or tell
us why you do not believe it is required to be filed. Refer to Item 601(a)(5) of Regulation
S-K.
Exhibit Index, page II-5
6.We note that several of your exhibits are identified by footnote as “filed
previously.” Please note that a registrant's first publicly filed registration statement should
include all available exhibits. Accordingly, please amend your registration statement to
include all such exhibits. Please refer to Question 10 of the Frequently Asked Questions
on Confidential Submission Process for Emerging Growth Companies under the JOBS
Act for additional information.
7.Please file the warrant agent agreement and the form of warrant.
8.Please file the March 2021 Amendment Agreement or explain why you are not required to
do so.
9.Please file the specimen certificate for ordinary shares. See Exhibit 4.3.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 September 2, 2022 Page 3
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
September 2, 2022
Page 3
Exhibit Index, page II-5
10.Please file currently dated consents for both Innovation Beverage Group Limited and Req
Liquors, LLC (d/b/a Wired for Wine) in the next amendment. In this regard, we note
Exhibit 23.1 is the auditors' report for Innovation Beverage Group Limited, rather than the
accountants consent.
Signatures, page II-6
11.Please provide the required signatures. For guidance, please refer to the signature
requirements in Form F-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of 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 Sherry Haywood at 202-551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Innovation Beverage Group Limited

29 Anvil Road

Seven Hills, NSW 2147

Australia

August 18, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 4 to the Draft Registration Statement on Form F-1

    Submitted August 2, 2022

    File No. 0001924482

Dear Ms. Haywood and Mr. Ewing:

Innovation Beverage Group Ltd
(the “Company” or “IBG”) previously submitted Amendment No. 4 to the Company’s Draft Registration
Statement on Form F-1 (the “Registration Statement”) on a confidential basis pursuant to Title I, Section 106 under
the Jumpstart Our Business Startups Act with the Securities and Exchange Commission (the “Commission”) on August 2,
2022. Amendment No. 5 has been revised to reflect the Company’s responses to the comment letter to the Registration Statement received
on August 10, 2022 from the staff of the Commission (the “Staff”).

For ease of review, we have set
forth below each of the numbered comments of your letter followed by the Company’s responses thereto. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 5 and all references to page numbers in such responses
are to page numbers in Amendment No. 5.

Draft Registration Statement on Form
F-1

Prospectus Cover Page, page i

1.       You
disclose in “The Offering” section that this offering will not proceed unless you are accepted for listing on the Nasdaq Capital
Market. Please include this disclosure on the cover page.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure as requested.

Company History and Development, page
8

2.       You
disclose here that Innovation Beverage Group Limited has two wholly-owned subsidiaries, IBG USA LLC and Reg Liquors LLC d/b/a Wired for
Wine. Please briefly describe the operations of each of Innovation Beverage Group Limited, IBG USA LLC, and Reg Liquors.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure as requested.

Overview, page 8

3.       We
note your revisions in response to comment 3 and the new risk factor on page 18. Revise the overview, business and material agreements
sections to clearly state that if Sway exercises its purchase option you will be required to obtain a license to continue manufacturing
your bitters products.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure at such sections as requested.

4.       You
disclose here that you “operate a manufacturing facility in Sydney, Australia,” on page 9 that you “have the ability
to engage in the process of making our products in-house”, and on page 21 that you operate a distillery. Please describe the operations
of the manufacturing facility and explain your products, if any, that are manufactured in this facility.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure as requested.

Manufacturing, Supply and License Agreement
between Australian Boutique Spirits Pty Ltd and Elegance Brands, Inc., page 68

5.       Please
describe the material terms of the manufacturing supply and license agreement including the definition of “Covered Products”
and the termination provisions. Also, please explain how the agreement is subject to renewal for an additional 24 months, commencing August
1, 2022, when you disclose here that the agreement was effective as of July 31, 2020, but a March 10, 2021 amendment extended the initial
term to 36 months.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure as requested.

Management, page 72

6.       We
note that your principal executive offices are located in Australia. Please disclose the locations of the board members and CEO and whether
they are located inside or outside the United States. If at least one director or officer is located outside the United States, please
disclose in a separate Enforceability section the limitations and difficulties of bringing an action against such director or officer
and include a risk factor addressing the risk to U.S. stockholders of effecting service of process, enforcing judgments and bringing original
actions in foreign courts to enforce liabilities based on the U.S. federal securities laws.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure and incorporated such section and related risk factor as requested.

Board Composition and Election of Directors,
page 73

7.       For
each director, please specify the expected date of expiration of the current term of office. Refer to Item 6.C of Form 20-F.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure to clarify the Constitution’s requirements as to the term of office of
appointed directors.

Compensation of Directors and Officers,
page 77

8.       Please
disclose the names of the “Former CEO” and “Former Director” described in the table.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure as requested.

Family Relationships, page 77

9.       Please
disclose the family relationships between Meena Beri, Sahil Beri and Amit Beri. See Item 401 of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure as requested.

Related Party Transactions, page 80

10.       Please
revise the overview, risk factors, and this section to disclose your licenses with SWAY that will expire upon termination of the 2020
Manufacturing Agreement including: (a) the royalty-free non-exclusive license to use the intellectual property rights associated with
the Twisted Shaker brand to manufacture, use and sell Twisted Shaker throughout the world, except for the U.S., its territories and possessions,
which are Sway’s exclusive territories, and (b) the royalty-free exclusive license to the intellectual property rights associated
with the VOCO brand to make, use and sell the brand in the U.S., its territories and possessions.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure in such sections as requested.

8. Notes Payable, page F-17

11.       You
disclose that $600,000 shall be paid to seller of W4W within 30 days of you listing your shares on a known public exchange or within 12
months from November 3, 2021, whichever is sooner. Please clarify if the current offering will trigger this payment obligation and tell
us why this amount is not included in the Use of Proceeds section.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure to include the satisfaction of such owed amount, which is due upon the listing
of the Company’s ordinary shares on The Nasdaq Capital Market or, if sooner, November 3, 2022. In the event that the offering occurs
before November 3, 2022, the offering will have triggered the payment; however, if by November 3, 2022, the offering has not yet occurred,
then the payment will be due. Although the disclosure was inadvertently omitted from the section Use of Proceeds, the disclosure appears
in the Notes to Consolidated Financial Statements at Note 3 Business Acquisition and at Note 8 Notes Payable.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference LLP at
(212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

cc:	Darrin Ocasio

United States securities and exchange commission logo
August 10, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 4 to the Draft Registration Statement on Form F-1
Submitted August 2, 2022
CIK No. 0001924482
Dear Mr. Huge:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Cover Page, page i
1.You disclose in "The Offering" section that this offering will not proceed unless you
are accepted for listing on the Nasdaq Capital Market. Please include this disclosure on
the cover page.
Company History and Development, page 8
2.You disclose here that Innovation Beverage Group Limited has two wholly-owned
subsidiaries, IBG USA LLC and Reg Liquors LLC d/b/a Wired for Wine. Please briefly
describe the operations of each of Innovation Beverage Group Limited, IBG USA LLC,

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 August 10, 2022 Page 2
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
August 10, 2022
Page 2
and Reg Liquors.
Overview, page 8
3.We note your revisions in response to comment 3 and the new risk factor on page 18.
Revise the overview, business and material agreements sections to clearly state that if
Sway exercises its purchase option you will be required to obtain a license to continue
manufacturing your bitters products.
4.You disclose here that you "operate a manufacturing facility in Sydney, Australia," on
page 9 that you "have the ability to engage in the process of making our products in-
house", and on page 21 that you operate a distillery.  Please describe the operations of the
manufacturing facility and explain your products, if any, that are manufactured in this
facility.
Manufacturing, Supply and License Agreement between Australian Boutique Spirits Pty Ltd and
Elegance Brands, Inc., page 68
5.Please describe the material terms of the manufacturing supply and license
agreement including the definition of "Covered Products" and the termination provisions.
Also, please explain how the agreement is subject to renewal for an additional 24 months,
commencing August 1, 2022, when you disclose here that the agreement was effective as
of July 31, 2020, but a March 10, 2021 amendment extended the initial term to 36 months.
Management, page 72
6.We note that your principal executive offices are located in Australia. Please disclose the
locations of the board members and CEO and whether they are located inside or outside
the United States. If at least one director or officer is located outside the United States,
please disclose in a separate Enforceability section the limitations and difficulties of
bringing an action against such director or officer and include a risk factor addressing the
risk to U.S. stockholders of effecting service of process, enforcing judgments and bringing
original actions in foreign courts to enforce liabilities based on the U.S. federal securities
laws.
Board Composition and Election of Directors, page 73
7.For each director, please specify the expected date of expiration of the current term of
office. Refer to Item 6.C of Form 20- F.
Compensation of Directors and Officers, page 77
8.Please disclose the names of the "Former CEO" and "Former Director" described in the
table.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 August 10, 2022 Page 3
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
August 10, 2022
Page 3
Family Relationships, page 77
9.Please disclose the family relationships between Meena Beri, Sahil Beri and Amit Beri.
See Item 401 of Regulation S-K.
Related Party Transactions, page 80
10.Please revise the overview, risk factors, and this section to disclose your licenses with
SWAY that will expire upon termination of the 2020 Manufacturing Agreement
including: (a) the royalty-free non-exclusive license to use the intellectual property rights
associated with the Twisted Shaker brand to manufacture, use and sell Twisted Shaker
throughout the world, except for the U.S., its territories and possessions, which are Sway’s
exclusive territories, and (b) the royalty-free exclusive license to the intellectual property
rights associated with the VOCO brand to make, use and sell the brand in the U.S., its
territories and possessions.
8. Notes Payable, page F-17
11.You disclose that $600,000 shall be paid to seller of W4W within 30 days of you listing
your shares on a known public exchange or within 12 months from November 3, 2021,
whichever is sooner. Please clarify if the current offering will trigger this payment
obligation and tell us why this amount is not included in the Use of Proceeds section.
            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 Sherry Haywood at 202-551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Innovation Beverage Group Limited

29 Anvil Road

Seven Hills, NSW 2147

Australia

August 2, 2022

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

    Re:
    Innovation Beverage Group Ltd

    Amendment No. 3 to the Draft Registration Statement on Form F-1

Submitted July 15, 2022

File No. 0001924482

Dear Ms. Haywood and Mr. Ewing:

Innovation Beverage Group Ltd
(the “Company” or “IBG”) previously submitted Amendment No. 3 to the Company’s Draft Registration
Statement on Form F-1 (the “Registration Statement”) on a confidential basis pursuant to Title I, Section 106 under
the Jumpstart Our Business Startups Act with the Securities and Exchange Commission (the “Commission”) on July 15,
2022. Amendment No. 4 has been revised to reflect the Company’s responses to the comment letter to the Registration Statement received
on July 27, 2022 from the staff of the Commission (the “Staff”).

For ease of review, we have set
forth below each of the numbered comments of your letter followed by the Company’s responses thereto. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 4 and all references to page numbers in such responses
are to page numbers in Amendment No. 4.

Amendment No. 3 to the Draft Registration
Statement on Form F-1

Cover Page

1.       We
note that the shares underlying the underwriter warrants are being registered pursuant to this registration statement. Please explain
why you have not checked the Rule 415 delayed or continuous basis box on the cover page.

Response: The Company acknowledges
the Staff’s comment and has checked the Rule 415 delayed or continuous basis box.

Business, page 47

2.       We
note your revision made in response to our prior comment 3 with the added inclusion of footnote (1) to the table. Please further expand
this footnote to disclose that you manage or operate your business in two geographical segments, Australia and the United States, and
that for accounting purposes, the revenue allocation is different in segment Note 11 given that the export sales to the U.S. Market as
shown in this chart, represent revenue generated from sales to your customers or distributors located in the Australia Market, who in
turn distribute the sale of those products onward to consumers in the U.S. Market.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure as requested.

3.       We
note that your flagship Australian Bitters Company brand accounted for approximately 75% of your revenues in 2021 and that Sway Energy
has a purchase option to acquire the formulations of Australian Bitters Company and Bitter Tales for $2 million. Please provide appropriate
disclosure in the prospectus summary, business section and risk factors section highlighting that it appears a majority of your brands
can be acquired by Sway Energy at its option.

Response: The Company acknowledges
the Staff’s comment and respectfully clarifies that the purchase option solely regards the formulations of only two of the brands.
The Company has revised the disclosures in the prospectus summary, business section, and risk factor section to address the purchase option.

Intellectual Property, page 69

4.       Please
update the intellectual property section to clarify the intellectual property and trademarks that you own and the intellectual property
and trademarks that you use under license. For example, we note that you sold your intellectual property rights, including related formulations,
associated with the Twisted Shaker brand to Sway Energy.

Response: The Company acknowledges
the Staff’s comment and has revised the section to include a chart identifying intellectual property rights by brand.

Related Party Transactions, page 80

5.       We
note your response to comment 5. We further note that Meena Beri is Sahil Beri’s mother. Please provide your analysis as to why
the Beri Loan is not an indirect loan to Sahil Beri under Section 402 of the Sarbanes-Oxley Act of 2002.

Response: The Company
acknowledges the Staff’s comment and, respectfully, believes that the plain meaning of Section 13(k)(1) indicates that this is not
indirectly maintained credit for Sahil Beri.

Section 402(a) of the
Sarbanes-Oxley Act of 2002 amended the Securities Exchange Act of 1934, as amended (“Exchange Act”), by adding a new Section
13(k) that contains a provision making it unlawful for any “issuer (as defined in section 2 of the Sarbanes-Oxley Act of 2002),
directly or indirectly, including through any subsidiary, to extend or maintain credit, to arrange for the extension of credit, or to
renew an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of that
issuer.”

Section 2 of the Sarbanes-Oxley
Act of 2002 defines the term “issuer” as meaning an “issuer (as defined in section 3 of the Securities Exchange Act
of 1934 (15 U.S.C. 78c)), the securities of which are registered under section 12 of that Act (15 U.S.C. 78l), or that is required to
file reports under section 15(d) (15 U.S.C. 78o(d)), or that files or has filed a registration statement that has not yet become effective
under the Securities Act of 1933 (15 U.S.C. 77a et seq.), and that it has not withdrawn.”

As of the Company’s
confidential filing of the registration statement, the Company is not indirectly maintaining credit for Sahil Beri. The debt is owed by
Meena Beri, and the funds underlying such debt were issued by the Company to Amit Beri. Through an arms-length transaction on June 30,
2021, the Company issued the Beri Loan to Amit Beri, and subsequently on December 27, 2021, Meena Beri assumed the debt and became solely
responsible for its repayment.

6.       We
note your disclosure that “[t]he conflicts of interest came to an end in April 2022 when Amit Beri transferred all of his ordinary
shares in IBG and resigned as the CEO of IBG, and Meena Beri resigned as a director of IBG.” Amit Beri is the current CEO and a
director of Sway Energy and the brother of Sahil Beri. Please revise to remove the implication that there are no conflicts of interest
between the company, Amit Beri and Sway Energy. Additionally, please disclose that there are potential conflicts of interests in the prospectus
summary, business section and related party transactions section, and add a risk factor discussing these potential conflicts of interest.

Response: The Company
acknowledges the Staff’s comment and has revised the section such that the implication is removed and the potential conflict of
interest is disclosed in the prospectus summary, business section, related party transactions section, and risk factor section.

Experts, page 104

7.       Please
expand this section to further reference Accell Audit & Compliance, P.A. as also an expert pertaining to their audit report on the
financial statements for the fiscal years ended December 31, 2020 and 2019 of Reg Liquors, LLC (d/b/a Wired For Wine). In addition, for
the current disclosure, please specify that the audit report on the financial statements for the years ended December 31, 2021 and 2020
pertain to Innovation Beverage Group Limited (formerly Australian Boutique Spirits Pty Limited).

Response: The Company acknowledges
the Staff’s comment and has revised the section as requested.

Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company’s counsel, Darrin Ocasio, of Sichenzia Ross Ference LLP at
(212) 930-9700.

    Sincerely,

    Dean Huge

    Chief Executive Officer

cc:	Darrin Ocasio

United States securities and exchange commission logo
July 27, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 3 to the Draft Registration Statement on Form F-1
Submitted July 15, 2022
CIK No. 0001924482
Dear Mr. Huge:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form F-1
Cover Page
1.We note that the shares underlying the underwriter warrants are being registered
pursuant to this registration statement. Please explain why you have not checked the Rule
415 delayed or continuous basis box on the cover page.
Business, page 47
2.We note your revision made in response to our prior comment 3 with the added inclusion
of footnote (1) to the table.  Please further expand this footnote to disclose that you
manage or operate your business in two geographical segments, Australia and the United

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 July 27, 2022 Page 2
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
July 27, 2022
Page 2
States, and that for accounting purposes, the revenue allocation is different in segment
Note 11 given that the export sales to the U.S. Market as shown in this chart, represent
revenue generated from sales to your customers or distributors located in the Australia
Market, who in turn distribute the sale of those products onward to consumers in the U.S.
Market.

3.We note that your flagship Australian Bitters Company brand accounted for
approximately 75% of your revenues in 2021 and that Sway Energy has a purchase option
to acquire the formulations of Australian Bitters Company and Bitter Tales for $2 million.
Please provide appropriate disclosure in the prospectus summary, business section and
risk factors section highlighting that it appears a majority of your brands can be acquired
by Sway Energy at its option.
Intellectual Property, page 69
4.Please update the intellectual property section to clarify the intellectual property and
trademarks that you own and the intellectual property and trademarks that you use under
license. For example, we note that you sold your intellectual property rights, including
related formations, associated with the Twisted Shaker brand to Sway Energy.
Related Party Transactions, page 80
5.We note your response to comment 5. We further note that Meena Beri is Sahil Beri's
mother. Please provide your analysis as to why the Beri Loan is not an indirect loan to
Sahil Beri under Section 402 of the Sarbanes-Oxley Act of 2002.
6.We note your disclosure that "[t]he conflicts of interest came to an end in April 2022
when Amit Beri transferred all of his ordinary shares in IBG and resigned as the CEO of
IBG, and Meena Beri resigned as a director of IBG." Amit Beri is the current CEO and a
director of Sway Energy and the brother of Sahil Beri. Please revise to remove the
implication that there are no conflicts of interest between the company, Amit Beri and
Sway Energy. Additionally, please disclose that there are potential conflicts of interests in
the prospectus summary, business section and related party transactions section, and add a
risk factor discussing these potential conflicts of interest.
Experts, page 104
7.Please expand this section to further reference Accell Audit & Compliance, P.A. as also
an expert pertaining to their audit report on the financial statements for the fiscal years
ended December 31, 2020 and 2019 of Reg Liquors, LLC (d/b/a Wired For Wine).  In
addition, for the current disclosure, please specify that the audit report on the financial
statements for the years ended December 31, 2021 and 2020 pertain to Innovation
Beverage Group Limited (formerly Australian Boutique Spirits Pty Limited).

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 July 27, 2022 Page 3
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
July 27, 2022
Page 3
            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 Sherry Haywood at 202-551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Innovation
Beverage Group Limited

 29
Anvil Road

 Seven
Hills, NSW 2147

 Australia

July 15, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

Re: 	    Innovation
Beverage Group Ltd

Amendment No.
2 to the Draft Registration Statement on Form F-1

Submitted June 23, 2022

File No. 0001924482

Dear Ms. Haywood and Mr. Ewing:

Innovation Beverage Group Ltd (the
“Company” or “IBG”) previously submitted Amendment No. 2 to the Company’s Draft Registration
Statement on Form F-1 (the “Registration Statement”) on a confidential basis pursuant to Title I, Section 106 under
the Jumpstart Our Business Startups Act with the Securities and Exchange Commission (the “Commission”) on June 23,
2022. Amendment No. 3 has been revised to reflect the Company’s responses to the comment letter to the Registration Statement received
on July 8, 2022 from the staff of the Commission (the “Staff”).

For ease of review, we have set
forth below each of the numbered comments of your letter followed by the Company’s responses thereto. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 3 and all references to page numbers in such responses
are to page numbers in Amendment No. 3.

Amendment No. 2 to the Draft Registration
Statement on Form F-1

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Liquidity and Capital Resources, page 44

1.       We
note your revision made in response to our prior comment 20 by including the additional line
item, impact of changes in foreign currency on cash. As such, please also revise the last line item description to remove the parenthetical
phrase, (without impact of changes in foreign currency on cash).

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure in the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations-Liquidity and Capital Resources.”

Business Overview, page 47

2.       Please
provide in this section a summary containing a clear description of your current business
relationships, including licenses, royalties, and intellectual property agreements with SWAY Energy Corp. The description should clearly
describe your ownership versus the ownership and licenses held by SWAY Energy Corp. of product brands, manufacturing, and distribution
operations.

Response: The Company acknowledges
the Staff’s comment and has incorporated a chart summarizing the business relationships and ownership versus licenses as requested
in the section “Business Overview.”

Business, page 47

3.       We
note your revisions made in response to our prior comment 22 and inclusion of the table of revenues by geographic market. Please reconcile
the revenue amounts disclosed for the Australian and United States markets with those shown in Note 11 (Reportable Segments) on page F-17.
In particular, Note 11 does not disclose any United States revenues for the year 2020, as all revenue had been generated in the Australian
market. Please revise to provide consistency of disclosure amounts.

Response: The Company acknowledges
the Staff’s comment and respectfully advises that the table of revenues by geographic market in the section “Business,”
solely for the purpose of such chart, includes exports to the United States as revenue attributable to the U.S. market. In such regard,
an explanatory note has been added to the chart. This in contrast to the financial presentation in Note 11 (Reportable Segments) on page
F-17 where, due to accounting requirements, exports to the United States are attributed to Australia. The Company believes that a more
accurate description as to the principal markets in which the Company competes is achieved by noting geographically where its products
are distributed for sale onward to consumers, rather than restating the accounting attribution found in the Notes to the Financial Statements.

Amended and Restated Manufacturing Supply
and License Agreement, page 67

4.       We
note your response to prior comment 25. Please revise your disclosure to further clarify how each party retains exclusive ownership of
its intellectual property rights under the Elegance Manufacturing Supply and License Agreement.

Response: The Company acknowledges
the Staff’s comment and has made revisions in this section “Material Agreements” to describe the correct manufacturing
agreements that govern the arrangements between the Company and Sway Energy Corp. Due to an inadvertent error, the Company described an
agreement that did not take effect, the Amended and Restated Manufacturing Supply and License Agreement. The agreements that govern the
arrangements between the Company and Sway Energy Corp. are the Manufacturing, Supply and License Agreement dated July 31, 2020, as amended
on March 10, 2021 and June 14, 2021, and the Termination of BevMart Agreement and Amendment to Manufacturing Agreement dated June 14,
2021. The revisions by the Company include incorporating a table that sets forth the ownership and licensing arrangements, as amended.

Related Party Transactions, page 79

5.       Please
file the novation agreement between ABS, Mr. Beri and Meena Beri or tell us why you are not required to do so. Furthermore, Section 402
of the Sarbanes-Oxley Act of 2002 prohibits public companies from extending or maintaining credit in the form of personal loans to or
for any director or executive officer. To the extent necessary, disclose the action that will be taken to ensure any applicable arrangements
will be extinguished prior to the completion of the initial public offering or tell us why this provision does not apply to any of the
loans disclosed in this section.

Response: The Company
acknowledges the Staff’s comment and has filed the Novation of Debt Agreement as an exhibit with Amendment No. 3.

Section 402(a) of the
Sarbanes-Oxley Act of 2002 amended the Securities Exchange Act of 1934, as amended (“Exchange Act”), by adding a new Section
13(k) that contains a provision making it unlawful for any “issuer (as defined in section 2 of the Sarbanes-Oxley Act of 2002),
directly or indirectly, including through any subsidiary, to extend or maintain credit, to arrange for the extension of credit, or to
renew an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of that
issuer.”

Section 2 of the Sarbanes-Oxley
Act of 2002 defines the term “issuer” as meaning an “issuer (as defined in section 3 of the Securities Exchange Act
of 1934 (15 U.S.C. 78c)), the securities of which are registered under section 12 of that Act (15 U.S.C. 78l), or that is required to
file reports under section 15(d) (15 U.S.C. 78o(d)), or that files or has filed a registration statement that has not yet become effective
under the Securities Act of 1933 (15 U.S.C. 77a et seq.), and that it has not withdrawn.”

Under the circumstances
at the time of the issuance of the Director Loan and its novation, Section 402(a) did not apply to the Company. At the time, June 30,
2021, that IBG issued the Director Loan to Amit Beri, the Company was not registered under Section 12 of the Exchange Act, nor was it
required to file reports under Section 15(d) of the same and the Company had not filed a registration statement with the Commission. Such
was also the same when the Director Loan was novated on December 27, 2021, to Meena Beri, who was at the time a director of the Company.
Ms. Beri resigned as a director in April 2022, prior to the confidential filing of the Company’s registration statement on Form
F-1 with the Commission on May 4, 2022.

Further, although as of May 4, 2022, the
Company has confidentially filed a registration statement that has not yet become effective and has not been withdrawn, the provision
applies to “any director or executive officer (or equivalent thereof)” of the issuer, which is not the case in this instance.
Here, Meena Beri resigned as a director in April 2022 and is no longer in control of corporate decision making. The outstanding loan is
held by a former director. (See Tafeen v. Homestore, Inc., 2004 WL 556733, at*9 (Del.Ch. Mar. 22, 2004)), aff’d. 888
A.2d 204 (Del. 2005) where the Court noted that Section 402, “clearly states ‘director or executive officer,’ not
‘current or former director of officer’” (emphasis in the original) and further noted that “even if one were to
interpret the language of Section 402, the legislative history indicates that the purpose of Section 402 is to prohibit loans to those
in control of corporate decision making. Once a director or officer steps down from her position, becoming a former director or officer,
the ability to control corporate decision making is diminished considerably.”)

Consequently, the Company
believes that Section 402, as codified in the Exchange Act as Section 13(k), does not apply to the Director Loan. To avoid potential confusion,
we have revised our term from the “Director Loan” to the “Beri Loan.”

6.       Please
revise this section to clarify the relationships between Amit Beri, Meena Beri and Sahil Beri. Also, please disclose here the current
and prior ownership, executive officer and director relationships between SWAY Energy Corp. formerly Elegance Brands, Europa, Amit Beri,
Sahil Beri, Meena Beri and describe related conflicts of interest, if any. Consider related risk factor disclosure, if appropriate.

Response: The Company
acknowledges the Staff’s comment and has revised this section as requested by adding a narrative description and a chart that clarifies
the relationships between Amit Beri, Meena Beri and Sahil Beri as well as identifies their ownership and their positions as officers or
directors of the Company, Sway Energy Corp. and Europa International Pty Ltd. The narrative description acknowledges that there were conflicts
of interest with respect to agreements entered into by the foregoing companies due to common ownership and control by Amit Beri at those
dates. In April 2022, Mr. Beri transferred of all of his ordinary shares in the Company and resigned as CEO of the Company, and Ms. Beri
resigned as a director of the Company, thereby bringing the conflicts of interest to a close.

7.       You
disclose on page 83 that in connection with your Series A Financing and Shareholder’s Deed, each shareholder of at least 20% of
the total number of issued and outstanding ordinary shares is entitled to appoint one director to the board of directors. Please disclose
this information here, and describe whether any shareholders are entitled to appoint a director or has appointed a director and name such
director.

Response: The Company acknowledges
the Staff’s comment and respectfully advises that there is no such appointee to the board of directors at this time although two
shareholders individually hold more than 20% of the issued and outstanding ordinary shares in the Company as disclosed in the section
“Security Ownership of Beneficial Owners and Management.” The Company also notes that pursuant to Section 14.1(c) of the Shareholders’
Deed, which has been filed with this Amendment No. 3 in furtherance of Comment No. 16 herein, the deed will terminate on the date on which
the Company is listed on a securities exchange.

Security Ownership of Beneficial Owners
and Management, page 81

8.       Please
include footnotes to your table that disclose the natural persons who have beneficial ownership
of the shares held by each of the entities listed in your table.

Response: The Company
acknowledges the Staff’s comment and has incorporated the requested disclosure into the footnotes of the table in the section “Security
Ownership of Beneficial Owners and Management.”

Report of Independent Registered Public
Accounting Firm Innovation Beverage Group Limited, page F-2

9.       Refer
to the second paragraph under Basis for Opinion. Please have your auditors revise the last sentence to clarify that its obtaining an understanding
of internal control over financial report was not for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting, and accordingly they express no such opinion. In addition, it appears the disclosures required
by PCAOB AS 3101, paragraph .09(e) and (f), have been entirely omitted. Please revise.

Response: The Company acknowledges
the Staff’s comment and has revised the Report of Independent Registered Public Accounting Firm as requested.

Note 2. Summary of Significant Accounting
Policies Revenue Recognition, page F-7

10.       We
note your revisions made in response to our prior comment 35. Please expand your discussion concerning the variable consideration to disclose
which method you chose to estimate such amount, and whether any of the estimate is considered constrained. Refer to ASC 606-10-32-8 and
32-11. Further, as previously requested, please disclose your significant payment terms with contracts with customers and your policy
for sales returns and warranty obligations. Refer to ASC 606-10-50-12(b), (e) and (f).

Response: The Company acknowledges
the Staff’s comment and has revised Note 2 as requested.

Note 5. Equipment, page F-12

11.       Please
include a footnote heading for your discussion of equipment, net. In this regard, it appears the Note 5 heading has been omitted.

Response: The Company acknowledges
the Staff’s comment and has inserted such heading.

Note 12. Related party disclosures, page
F-19

12.       We
note your response to our prior comment 34 and your inclusion of a related party footnote. In the second paragraph, please further clarify
if the payments in advance represent company loans made to a director and if so, disclose the individual date(s) and loan amounts of each
such loan, along with the total repayments and interest income recognized for each period presented. Further, to the extent this loan
arrangement is with Mr. Amit Beri as described as the Director Loan on pages 79 and 80, please include such disclosures herein, including
the offsetting of a partial portion of the loan amount against the dividend declared. Further please reconcile the disclosure that the
Director Loan is without interest, with the disclosure in this footnote of an interest rate.

Response: The Company acknowledges
the Staff’s comment and has revised Note 12 as requested.

Pro Forma Condensed Combined Financial
Information, page F-22

13.       Refer
to the second and third paragraphs in the introduction on page F-22. Please revise to disclose that the pro forma results of operations
gives effect to the transaction as if it occurred on January 1, 2020. Your current disclosure states January 1, 2021. In addition, clarify
in the third paragraph, and also in Note 3 on page F-11, that there were no related equity issuances for the acquisition of W4W.

Response: The Company acknowledges
the Staff’s comment and has revised the pro forma results of operations and the disclosures in Note 3 as requested.

14.       We
note your inclusion of Unaudited Pro forma Statements of Operations and Comprehensive Income (Loss) on page F-23. Please address the following
items:

 ● Expand
                                            your pro forma condensed combined financial information (on page F-22) to
                                            make it clear that the historical IBG information includes amounts of REG Liquors,
                                            LLC (i.e., post-acquisition). In addition, clarify that the historical REG Liquors, LLC reflect
                                            only the results of operations for the pre-acquisition period from January 1, 2021 until
                                            November 3, 2021.

 ● Ensure
                                            the amounts included in

United States securities and exchange commission logo
July 8, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 2 to the Draft Registration Statement on Form F-1
Submitted June 23, 2022
CIK No. 0001924482
Dear Mr. Huge:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to the Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 44
1.We note your revision made in response to our prior comment 20 by including
the additional line item, impact of changes in foreign currency on cash.  As such, please
also revise the last line item description to remove the parenthetical phrase, (without
impact of changes in foreign currency on cash).

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 July 8, 2022 Page 2
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
July 8, 2022
Page 2

Business Overview, page 47
2.Please provide in this section a summary containing a clear description of
your current business relationships, including licenses, royalties, and intellectual property
agreements with SWAY Energy Corp. The description should clearly describe your
ownership versus the ownership and licenses held by SWAY Energy Corp. of product
brands, manufacturing, and distribution operations.
Business, page 47
3.We note your revisions made in response to our prior comment 22 and inclusion of the
table of revenues by geographic market.  Please reconcile the revenue amounts
disclosed for the Australian and United States markets with those shown in Note 11
(Reportable Segments) on page F-17.  In particular, Note 11 does not disclose any United
States revenues for the year 2020, as all revenue had been generated in the Australian
market.  Please revise to provide consistency of disclosure amounts.

Amended and Restated Manufacturing Supply and License Agreement, page 67
4.We note your response to prior comment 25. Please revise your disclosure to further
clarify how each party retains exclusive ownership of its intellectual property rights under
the Elegance Manufacturing Supply and License Agreement.
Related Party Transactions, page 79
5.Please file the novation agreement between ABS, Mr. Beri and Meena Beri or tell us why
you are not required to do so. Furthermore, Section 402 of the Sarbanes-Oxley Act of
2002 prohibits public companies from extending or maintaining credit in the form of
personal loans to or for any director or executive officer. To the extent necessary, disclose
the action that will be taken to ensure any applicable arrangements will be extinguished
prior to the completion of the initial public offering or tell us why this provision does not
apply to any of the loans disclosed in this section.
6.Please revise this section to clarify the relationships between Amit Beri, Meena Beri
and Sahil Beri. Also, please disclose here the current and prior ownership, executive
officer and director relationships between SWAY Energy Corp. formerly Elegance
Brands, Europa, Amit Beri, Sahil Beri, Meena Beri and describe
related conflicts of interest, if any. Consider related risk factor disclosure, if appropriate.
7.You disclose on page 83 that in connection with your Series A Financing and
Shareholder's Deed, each shareholder of at least 20% of the total number of issued and
outstanding ordinary shares is entitled to appoint one director to the board of directors.
Please disclose this information here, and describe whether any shareholders are
entitled to appoint a director or has appointed a director and name such director.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 July 8, 2022 Page 3
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
July 8, 2022
Page 3
Security Ownership of Beneficial Owners and Management, page 81
8.Please include footnotes to your table that disclose the natural persons who
have beneficial ownership of the shares held by each of the entities listed in your table.
Report of Independent Registered Public Accounting Firm
Innovation Beverage Group Limited, page F-2
9.Refer to the second paragraph under Basis for Opinion.  Please have your auditors revise
the last sentence to clarify that its obtaining an understanding of internal control over
financial report was not for the purpose of expressing an opinion on the effectiveness of
the company's internal control over financial reporting, and accordingly they express no
such opinion.  In addition, it appears the disclosures required by PCAOB AS 3101,
paragraph .09(e) and (f), have been entirely omitted.  Please revise.

Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-7
10.We note your revisions made in response to our prior comment 35.  Please expand your
discussion concerning the variable consideration to disclose which method you chose to
estimate such amount, and whether any of the estimate is considered constrained.  Refer to
ASC 606-10-32-8 and 32-11.  Further, as previously requested, please disclose your
significant payment terms with contracts with customers and your policy for sales returns
and warranty obligations.  Refer to ASC 606-10-50-12(b), (e) and (f).

Note 5. Equipment, page F-12
11.Please include a footnote heading for your discussion of equipment, net.  In this regard, it
appears the Note 5 heading has been omitted.

Note 12. Related party disclosures, page F-19
12.We note your response to our prior comment 34 and your inclusion of a related party
footnote.  In the second paragraph, please further clarify if the payments in advance
represent company loans made to a director and if so, disclose the individual date(s) and
loan amounts of each such loan, along with the total repayments and interest income
recognized for each period presented.  Further, to the extent this loan arrangement is with
Mr. Amit Beri as described as the Director Loan on pages 79 and 80, please include such
disclosures herein, including the offsetting of a partial portion of the loan amount against
the dividend declared.  Further please reconcile the disclosure that the Director Loan is
without interest, with the disclosure in this footnote of an interest rate.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 July 8, 2022 Page 4
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
July 8, 2022
Page 4
Pro Forma Condensed Combined Financial Information, page F-22
13.Refer to the second and third paragraphs in the introduction on page F-22.  Please revise
to disclose that the pro forma results of operations gives effect to the transaction as if it
occurred on January 1, 2020.  Your current disclosure states January 1, 2021.  In addition,
clarify in the third paragraph, and also in Note 3 on page F-11, that there were no related
equity issuances for the acquisition of W4W.

14.We note your inclusion of Unaudited Pro forma Statements of Operations and
Comprehensive Income (Loss) on page F-23.  Please address the following items:
•Expand your pro forma condensed combined financial information (on page F-22) to
make it clear that the historical IBG information includes amounts of REG Liquors,
LLC (i.e., post-acquisition). In addition, clarify that the historical REG Liquors, LLC
reflect only the results of operations for the pre-acquisition period from January 1,
2021 until November 3, 2021.
•Ensure the amounts included in the column for IBG reconcile with the amounts in
the December 31, 2021 audited statements of operations on page F-4.
•Revise as necessary the columnar amounts for REG Liquors, LLC to reflect only the
results of operations for the pre-acquisition period from January 1, 2021 until
November 3, 2021.  Refer to Rule 11-02(c)(2)(i) of Regulation S-X.  In this regard,
we would expect a presentation (whether on the face of the pro formas or within a
footnote to the pro formas) that reconciles to the September 30, 2021 interim
financial statements of REG Liquors, LLC.
•Disclose the historical and pro forma earnings (loss) per share and weighted average
shares outstanding data.  Refer to Rule 11-02(a)(9) of Regulation S-X.

REG Liquors, LLC (d/b/a Wired for Wine)
Audited Financial Statements, page F-24
15.We note that you are presenting financial statements of REG Liquors, LLC d/b/a Wired
for Wine ("W4W") as of December 31, 2020 and 2019 and for the two years then ended.
However, the auditors' report at page F-25 included with these financial statements
appears to be a duplication of the auditors' report at page F-2 for Innovation Beverage
Group Limited's financial statements for the years ended December 31, 2021 and 2020.  In
the next amendment, please include an auditors' report covering the financial statements
of W4W as of December 31, 2020 and 2019 and for the two years then ended.  The
amendment should also include an Exhibit 23 auditors' consent pertaining to W4W.  In
addition, please include a footnote to the W4W financial statements detailing the
members' capital, such as number of outstanding membership units or interests for
December 31, 2020 and 2019.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 July 8, 2022 Page 5
 FirstName LastName
Dean Huge
Innovation Beverage Group Ltd
July 8, 2022
Page 5
Exhibit Index, page II-5
16.We note your disclosure on page 83 that in connection with the Series A Financing the
company entered into the Shareholders' Deed, which will terminate upon the closing of
this offering. Please file the Shareholders' Deed as an exhibit to the registration statement
or explain why you are not required to do so.
            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 Sherry Haywood at 202-551-3345 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Innovation Beverage Group Limited

29 Anvil Road

Seven Hills, NSW 2147

Australia

June 23, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sherry Haywood and Evan Ewing

Re:  Innovation
Beverage Group Ltd

Amendment
No. 1 to
the Draft Registration
Statement on Form
F-1

Filed May 10, 2022

File No. 0001924482

Dear Sherry Haywood and Evan
Ewing:

Innovation Beverage Group
Ltd (the “Company” or “IBG”) previously submitted a Draft Registration Statement on Form
F-1 (the “Registration Statement”) on a confidential basis pursuant to Title I, Section 106 under the Jumpstart
Our Business Startups Act with the Securities and Exchange Commission (the “Commission”) on May 10, 2022. Submission
No. 2 has been revised to reflect the Company’s responses to the comment letter to the Registration Statement received on
June 6, 2022 from the staff of the Commission (the “Staff”).

For ease of review, we have
set forth below each of the numbered comments of your letter followed by the Company’s responses thereto. Unless otherwise
indicated, capitalized terms used herein have the meanings assigned to them in Submission No. 2 and all references to page numbers
in such responses are to page numbers in Submission No. 2.

Amendment
No. 1 to
the Draft Registration
Statement on Form
F-1

Cover Page

 1. Please include
the name, address
and telephone number
of your agent
for service on
the cover page of the registration statement.

Response: The Company acknowledges
the Staff’s comment and has included the agent for service of the Company on the Cover Page.

 2. On page 86 you disclose that you have agreed to issue warrants to the lead underwriter to purchase
a number of
shares equal to
a percentage of
the total number
of shares sold
in the offering. Please disclose this on the cover page. Additionally, revise
the offering summary, risk factors and description of share capital sections, as applicable,
to disclose the issuance of the warrants.

Response: The Company acknowledges
the Staff’s comment and has incorporated the disclosure on the Cover Page as well as revised the Offering Summary, Risk Factors,
and Description of Share Capital to disclose the issuance of warrants.

 3. Please clarify
whether the company
will be a
controlled company after
the offering. We note disclosure
on page 32 that two of your shareholders own or control 78.3% of your outstanding ordinary shares. If you intend to qualify as
a controlled company after the offering, please disclose on the prospectus cover page that you will be a
controlled company and
disclose the names
and the amount
of shares that
will be held by such shareholders.

Response: The Company
acknowledges the Staff’s comment and respectfully advises that the Company will not be a “controlled company”
after the offering. According to Nasdaq Listing Rule 5615(c) and IM-5615-5, a “controlled company” is a company of
which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. For
a group to exist, the shareholders must have filed a notice that they are acting as a group (e.g., a Schedule 13D). The two referenced
shareholders each hold less than 50% of such voting power and, after the offering, will not individually hold over 50% of such
voting power. Therefore, such shareholders do not intend to file any notice that they are acting as a group.

About the Prospectus

Industry and Market Data, page 7

 4. We note your
disclosure that you
obtained the statistical,
market and industry
data included in the prospectus from publicly available information and independent
industry publications and
reports conducted by
third parties, and
the sources of such data cannot guarantee the accuracy or completeness of such
information. This statement appears to imply a disclaimer of responsibility for this information in the registration statement.
Please either revise this section to remove such implication or specifically state that you are liable for all information in the
registration statement.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure in the section “Industry and Market Data” as
requested to remove such implication.

 5. We note your
disclosure that “we,”
“us,” “our,”
the “Company,” “our
Company” and “our
business” refer to Innovation Beverage Group Limited, an Australian public limited company together with its subsidiaries.
Clearly disclose how you will refer to the holding company, subsidiaries, and other entities when providing the disclosure throughout
the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations. Refrain from using terms such as “we” or “our” when describing activities
or functions of a subsidiary or other entity.

Response: The Company acknowledges
the Staff’s comment and has made revisions to more clearly delineate references to IBG or its certain subsidiaries.

About This Prospectus, page 7

 6. Please refer to the third paragraph and revise your disclosure to address the following:

 ● Provide a description of Australian Boutique Spirits Pty Limited (“ABS”), the entity
for which the consolidated financial statements are included in the registration statement.
Explain how this
entity relates to
the Company (i.e.,
the registrant), along with the
formation dates of you and ABS. Also, disclose that ABS’s consolidated financial
statements are presented in U.S. dollars as noted on page F-8 and that the functional currency is the U.S. dollar as disclosed
on page F-11.

 ● Reconcile the disclosure in the fourth paragraph on page 7 that your reporting currency and functional
currency is the Australian dollar with disclosure in the same paragraph and also in the penultimate paragraph under the heading,
Presentation of Financial Information (i.e.,
where you state
your consolidated financial
statements are in U.S. dollars. We
also note disclosure on page 35 that your business is conducted in Australian dollars
and your financial statements are maintained in Australian dollars, which is your functional currency, and that you use the U.S.
dollar as your reporting currency. Please revise your disclosures throughout for consistency.

Response: The Company acknowledges
the Staff’s comment and has incorporated a description of ABS and its developmental history, including formation dates, under
the heading “About this Prospectus” and in the “Prospectus Summary.” A disclosure that the consolidated
financial statements are presented in U.S. dollars, and that the functional and reporting currencies are in U.S. dollars have been
incorporated under the heading “Presentation of Financial Information.” Such disclosure about the functional and reporting
currencies has also been revised for consistency throughout.

Prospectus Summary, page 8

 7. Please provide organizational charts, both before and after the initial public offering, outlining
your corporate structure and illustrating the relationships of the various entities discussed throughout the registration statement.
Clarify which entities are organized in which countries.
Include in the
chart the ownership
and voting control
of the entities
in the chart both before and after the completion of the offering.

Response: The Company acknowledges
the Staff’s comment and has incorporated such an organizational chart.

 8. Please add a
section summarizing the
history and development
of your company.
In doing so, please
discuss any important
events in the
development of your
business. Refer to
Part I, Item 4.A.4 of Form 20-F.

Response: The Company acknowledges
the Staff’s comment and has revised the “Prospectus Summary” to include a discussion about the Company’s
history and its development.

 9. Please include a bulleted or numbered list no more than two pages long summarizing the principal
risk factors in
the prospectus summary.
Refer to Item
105(b) of Regulation
S-K.

Response: The Company acknowledges
the Staff’s comment and has incorporated such a summary of the principal risk factors in the “Prospectus Summary.”

Summary Consolidated Financial Data, page
13

 10. We note your disclosure at the top of page 14 regarding Adjusted EBITDA.
Please delete this paragraph in
its entirety or
provide a tabular
reconciliation of this
non-GAAP measure to the most directly comparable GAAP measure of net income.
In addition, if you intend to keep this disclosure provide a discussion as to the usefulness of this measure to both management
and an investor. We refer you to Questions 103.01 and .02 of the Staff’s Compliance
& Disclosure Interpretations (“C&DIs”) on Non-GAAP Financial Measures, updated April 4, 2018.

Response:
The Company acknowledges the Staff’s comment and has deleted such paragraph.

Risk Factors, page 15

 11. We note that you have elected to use the extended transition period for complying with new
or revised accounting
standards for an
emerging growth company.
Please provide a risk factor to
explain that this election will allow you to delay the adoption of new or revised accounting standards that have different effective
dates for public and private companies until those standards apply to private companies and disclose that your financial statements
may not be comparable to companies that comply with all public company accounting standards which could impact the valuation of
your securities.

Response: The Company acknowledges
the Staff’s comment and has incorporated such a risk factor.

Coca-Cola
Europacific Partners could
potentially terminate their
agreement with us
in the event of a change
of control, page 18

 12. We note that
you rely on
a Coca-Cola Europacific
Partners for distribution.
Please revise or add a risk factor to disclose the risks of this reliance and
any disruptions you have experienced due to such reliance.

Response: The Company acknowledges
the Staff’s comment and has incorporated such a risk factor.

Failure
of our key
or service product
information technology systems,
cyber-security breach, or cyber-related
fraud..., page 25

 13. Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software or services used in your products, services
or business and
how a cybersecurity
incident in your
supply chain could
impact your business. Discuss the measures you have taken to mitigate these risks.

Response: The Company acknowledges
the Staff’s comment and has incorporated such a risk factor.

International
operations, worldwide and
domestic economic trends,
and financial market conditions...,
page 27

 14. We note your
risk factor indicating
that inflation could
affect your business
and consumer spending patterns. Please update this risk factor if recent inflationary
pressures have materially impacted your operations. In this regard, identify the types of inflationary pressures you are facing
and how your business has been affected.

Response: The Company acknowledges the
Staff’s comment and respectfully advises that the Company has not been materially impacted by inflationary pressures as of
the date of this response.

Dividend Policy, page 35

 15. We note that you declared a dividend in connection with your conversion from a proprietary limited
company to a limited public company. Please revise this section to disclose the
declaration date and
the amount of
the dividend, and,
if applicable, the
total outstanding dividend payable balance, the anticipated dividend payment date and the expected source of funds.

Response: The Company acknowledges
the Staff’s comment and has revised such section to include the applicable requested information.

Factors Affecting Our Results of Operations,
page 39

 16. Please revise
to further discuss
whether supply chain
disruptions materially affect
your outlook or business goals. Specify whether these challenges have materially impacted your
results of operations
or capital resources
and quantify, to
the extent possible,
how your sales, profits, and/or liquidity have been impacted.

Response: The Company acknowledges
the Staff’s comment and has revised such section as requested.

Management’s
Discussion and Analysis
of Financial Condition
and Results of
Operations Results of Operations

Fiscal Years Ended December 31, 2021 to
December 31, 2020, page 41

 17. Please revise your MD&A to provide a more detailed and granular discussion that would provide
greater transparency into
the material components
and potential variability
of your revenues, cost of goods sold, and expenses.
For example, you should identify each financial statement line item and where you have multiple components your disclosures
should:

 ● identify and quantify each individually significant component of revenues, cost of goods
sold, and expenses (including other income/expense);

 ● quantify the change in each respective component during each period; and

 ● discuss the
reasons for the
increases or decreases
in the specific
dollar amounts for each of the
components identified.

To facilitate a clear and comprehensive understanding,
consider adding supplemental tabular information (similar to what you currently present in the table under revenues).

Response: The Company acknowledges
the Staff’s comment and has revised such section as requested.

 18. Please reconcile the total revenues for the twelve months ended December 31, 2020 as shown
in the table
and in the
narrative discussion as
compared to the
amount shown in
the statements of income on page F-5.

Response: The Company acknowledges
the Staff’s comment and made such a reconciliation in the table and narrative discussion.

Six Months Ended June 30, 2021 and 2020,
page 41

 19. Please delete
the tabular disclosure
and narrative discussion
for the six
months ended June 30, 2021 and
2020, as the related interim period financial statements are not included, nor are they required, in the filing.

Response: The Company
acknowledges the Staff’s comment and made the deletion.

Liquidity and Capital Resources, page 42

 20. Refer to the table of cash flows. Please revise the last
line item to reflect the impact of foreign currency
on cash and
cash equivalents as
shown in the
statements of cash
flows on page F-7.

Response: The Company
acknowledges the Staff’s comment and made the requested revision.

Business, page 46

 21. Please disclose whether and how your business segments, products, lines of service, projects
or operations are
materially impacted by
supply chain disruptions.
For example, discuss whether you have or expect to:

 ● suspend the production, purchase, sale or maintenance of certain items due to a lack of
raw materials, parts,
or equipment; inventory
shortages; reduced headcount;
or delayed projects;

 ● experience labor shortages that impact your business;

 ● experience cybersecurity attacks in your supply chain;

 ● experience higher
costs due to
constrained capacity or
increased commodity prices, shipping
costs or challenges sourcing materials;

 ● experience surges
or declines in
consumer demand for
which you are
unable to adequately adjust your supply; or

 ● be unable to supply products at competitive prices or at all due to export
restrictions, sanctions, tariffs,
trade barriers, or
political or trade
tensions among countries.

Explain
whether and how
you have undertaken
efforts to mitigate
the impact and
where possible quantify the impact to your business.

Response: The Company acknowledges
the Staff’s comment and has revised such section to address specifically supply chain disruptions.

 22. Please include
a breakdown of
total revenues by
geographic market. See
Item 4.B.2 of Form 20-F.

Response: The Company acknowledges
the Staff’s comment and has incorporated a table addressing total revenues by geographic market.

 23. Please revise to provide a descript

United States securities and exchange commission logo
June 6, 2022
Dean Huge
Chief Executive Officer
Innovation Beverage Group Ltd
29 Anvil Road
Seven Hills, NSW 2147
Australia
Re:Innovation Beverage Group Ltd
Amendment No. 1 to the Draft Registration Statement on Form F-1
Submitted May 10, 2022
CIK No. 0001924482
Dear Mr. Huge:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to the Draft Registration Statement on Form F-1
Cover Page
1.Please include the name, address and telephone number of your agent for service on the
cover page of the registration statement.

2.On page 86 you disclose that you have agreed to issue warrants to the lead underwriter to
purchase a number of shares equal to a percentage of the total number of shares sold in the
offering. Please disclose this on the cover page. Additionally, revise the offering
summary, risk factors and description of share capital sections, as applicable, to disclose
the issuance of the warrants.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 June 6, 2022 Page 2
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
June 6, 2022
Page 2
3.Please clarify whether the company will be a controlled company after the offering. We
note disclosure on page 32 that two of your shareholders own or control 78.3% of your
outstanding ordinary shares. If you intend to qualify as a controlled company after the
offering, please disclose on the prospectus cover page that you will be
a controlled company and disclose the names and the amount of shares that will be held
by such shareholders.
About the Prospectus
Industry and Market Data, page 7
4.We note your disclosure that you obtained the statistical, market and industry data
included in the prospectus from publicly available information and
independent industry publications and reports conducted by third parties, and the sources
of such data cannot guarantee the accuracy or completeness of such information. This
statement appears to imply a disclaimer of responsibility for this information in the
registration statement. Please either revise this section to remove such implication or
specifically state that you are liable for all information in the registration statement.
5.We note your disclosure that “we,” “us,” “our,” the “Company,” “our Company” and “our
business” refer to Innovation Beverage Group Limited, an Australian public limited
company together with its subsidiaries. Clearly disclose how you will refer to the holding
company, subsidiaries, and other entities when providing the disclosure throughout the
document so that it is clear to investors which entity the disclosure is referencing and
which subsidiaries or entities are conducting the business operations. Refrain from using
terms such as “we” or “our” when describing activities or functions of a subsidiary or
other entity.
About This Prospectus, page 7
6.Please refer to the third paragraph and revise your disclosure to address the following:
•Provide a description of Australian Boutique Spirits Pty Limited ("ABS"), the entity
for which the consolidated financial statements are included in the registration
statement. Explain how this entity relates to the Company (i.e., the registrant), along
with the formation dates of you and ABS.  Also, disclose that ABS's consolidated
financial statements are presented in U.S. dollars as noted on page F-8 and that the
functional currency is the U.S. dollar as disclosed on page F-11.
•Reconcile the disclosure in the fourth paragraph on page 7 that your reporting
currency and functional currency is the Australian dollar with disclosure in the same
paragraph and also in the penultimate paragraph under the heading, Presentation of
Financial Information (i.e., where you state your consolidated financial statements are
in U.S. dollars.  We also note disclosure on page 35 that your business is conducted
in Australian dollars and your financial statements are maintained in Australian
dollars, which is your functional currency, and that you use the U.S. dollar as your
reporting currency.  Please revise your disclosures throughout for consistency.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 June 6, 2022 Page 3
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
June 6, 2022
Page 3
Prospectus Summary, page 8
7.Please provide organizational charts, both before and after the initial public offering,
outlining your corporate structure and illustrating the relationships of the various entities
discussed throughout the registration statement. Clarify which entities are organized in
which countries. Include in the chart the ownership and voting control of the entities in the
chart both before and after the completion of the offering.
8.Please add a section summarizing the history and development of your company. In doing
so, please discuss any important events in the development of your business. Refer to Part
I, Item 4.A.4 of Form 20-F.
9.Please include a bulleted or numbered list no more than two pages long summarizing the
principal risk factors in the prospectus summary. Refer to Item 105(b) of Regulation S-K.
Summary Consolidated Financial Data, page 13
10.We note your disclosure at the top of page 14 regarding Adjusted EBITDA.  Please delete
this paragraph in its entirety or provide a tabular reconciliation of this non-GAAP measure
to the most directly comparable GAAP measure of net income.  In addition, if you intend
to keep this disclosure provide a discussion as to the usefulness of this measure to both
management and an investor.  We refer you to Questions 103.01 and .02 of the Staff's
Compliance & Disclosure Interpretations ("C&DIs") on Non-GAAP Financial Measures,
updated April 4, 2018.

Risk Factors, page 15
11.We note that you have elected to use the extended transition period for complying with
new or revised accounting standards for an emerging growth company. Please provide a
risk factor to explain that this election will allow you to delay the adoption of new or
revised accounting standards that have different effective dates for public and private
companies until those standards apply to private companies and disclose that your
financial statements may not be comparable to companies that comply with all public
company accounting standards which could impact the valuation of your securities.
Coca-Cola Europacific Partners could potentially terminate their agreement with us in the event
of a change of control, page 18
12.We note that you rely on a Coca-Cola Europacific Partners for distribution. Please revise
or add a risk factor to disclose the risks of this reliance and any disruptions you have
experienced due to such reliance.
Failure of our key or service product information technology systems, cyber-security breach, or
cyber-related fraud..., page 25
13.Please disclose whether you are subject to material cybersecurity risks in your supply

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 June 6, 2022 Page 4
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
June 6, 2022
Page 4
chain based on third-party products, software or services used in your products,
services or business and how a cybersecurity incident in your supply chain could impact
your business. Discuss the measures you have taken to mitigate these risks.
International operations, worldwide and domestic economic trends, and financial market
conditions..., page 27
14.We note your risk factor indicating that inflation could affect your business and consumer
spending patterns. Please update this risk factor if recent inflationary pressures have
materially impacted your operations. In this regard, identify the types of inflationary
pressures you are facing and how your business has been affected.
Dividend Policy, page 35
15.We note that you declared a dividend in connection with your conversion from a
proprietary limited company to a limited public company. Please revise this section to
disclose the declaration date and the amount of the dividend, and, if applicable, the total
outstanding dividend payable balance, the anticipated dividend payment date and the
expected source of funds.
Factors Affecting Our Results of Operations, page 39
16.Please revise to further discuss whether supply chain disruptions materially affect your
outlook or business goals. Specify whether these challenges have materially impacted
your results of operations or capital resources and quantify, to the extent possible, how
your sales, profits, and/or liquidity have been impacted.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Fiscal Years Ended December 31, 2021 to December 31, 2020, page 41
17.Please revise your MD&A to provide a more detailed and granular discussion that would
provide greater transparency into the material components and potential variability of your
revenues, cost of goods sold, and expenses.  For example, you should identify each
financial statement line item and where you have multiple components your disclosures
should:
•identify and quantify each individually significant component of revenues, cost of
goods sold, and expenses (including other income/expense);
•quantify the change in each respective component during each period; and
•discuss the reasons for the increases or decreases in the specific dollar amounts for
each of the components identified.
To facilitate a clear and comprehensive understanding, consider adding supplemental
tabular information (similar to what you currently present in the table under revenues).
18.Please reconcile the total revenues for the twelve months ended December 31, 2020 as
shown in the table and in the narrative discussion as compared to the amount shown in the

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 June 6, 2022 Page 5
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
June 6, 2022
Page 5
statements of income on page F-5.

Six Months Ended June 30, 2021 and 2020, page 41
19.Please delete the tabular disclosure and narrative discussion for the six months ended June
30, 2021 and 2020, as the related interim period financial statements are not included, nor
are they required, in the filing.
Liquidity and Capital Resources, page 42
20.Refer to the table of cash flows.  Please revise the last line item to reflect the impact of
foreign currency on cash and cash equivalents as shown in the statements of cash flows on
page F-7.

Business, page 46
21.Please disclose whether and how your business segments, products, lines of service,
projects or operations are materially impacted by supply chain disruptions. For example,
discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; reduced headcount; or
delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices,
shipping costs or challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or
•be unable to supply products at competitive prices or at all due to export
restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among
countries.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
22.Please include a breakdown of total revenues by geographic market. See Item 4.B.2 of
Form 20-F.
23.Please revise to provide a description of the sources and availability of raw materials,
including a description of whether prices of principal raw materials are volatile. See Item
4.B.4 of Form 20- F.
24.We note that the registration statement includes market and industry data from
International Wines and Spirits Record, including IWSR graphics, some of which state
"[F]or client use only. Not to be reproduced or resold without permission from the

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 June 6, 2022 Page 6
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
June 6, 2022
Page 6
IWSR." Please file a consent from IWSR as an exhibit to your registration statement or
tell us why you believe you are not required to do so.
Material Agreements, page 66
25.We note your disclosure that you have entered into a Share Purchase Agreement with
Elegance Brands and that the agreement is an interim business agreement pending the
consummation of the acquisition of 100% of your share capital by Elegance Brands.
Please revise this section to clarify your relationship with Elegance Brands and the status
of any sales or acquisitions.
Compensation of Directors and Officers, page 71
26.We note your tabular presentation regarding the compensation paid to your directors and
executive officers, including share based payments, during the year ended December 31,
2021.  Please revise to explain your accounting treatment for share based compensation
(i.e., ASC 718) and clarify where the share based payments have been recorded in your
financial statements.  In addition, revise your notes to the consolidated financial
statements to include your accounting policy for share based payments and other
disclosures required by ASC 718.
Management
Compensation of Directors and Officers, page 71
27.Please revise to provide all management and director compensation disclosure required
by Part I, Item 6.B.1 of Form 20-F. For example, you disclose individual options/warrants
in compensation table but do not provide the exercise price, the purchase price (if
any) and the expiration date of those options.
Board Composition and Election of Directors, page 73
28.For each director, please specify the expected date of expiration of the current term of
office. Refer to Item 6.C of Form 20- F.
Related Party Transactions, page 76
29.We note your disclosure on pages F-7 and F-16 regarding related party
transactions. Please confirm that you have provided the disclosure required for related
party transactions since the beginning of your preceding three financial years up to the
date of the registration statement or revise accordingly. Refer to Part I, Item 7.B of Form
20-F.
Security Ownership of Beneficial Owners and Management, page 76
30.Please update the beneficial ownership table in accordance with Part I, Items 6.E and 7.A
of Form 20-F. For example, please (i) provide the required disclosure for Samstock SZRT
LLC and 114 Assets Inc. and (ii) update the officers and directors beneficial ownership.

 FirstName LastNameDean Huge
 Comapany NameInnovation Beverage Group Ltd
 June 6, 2022 Page 7
 FirstName LastNameDean Huge
Innovation Beverage Group Ltd
June 6, 2022
Page 7
Description of Share Capital, page 77
31.Please revise and update this section to provide all of the information required by Item
10.A of Form 20-F.
Underwriting, page 84
32.Please revise to clarify whether or not you plan to also register the shares underlying the
underwriter warrants.
Experts, page 92
33.Please clarify to which independent registered publi