| Item 1. | |
| (a) | Name of issuer:
Innovation Beverage Group Ltd |
| (b) | Address of issuer's principal executive offices:
29 Anvil Road, Seven Hills, New South Wales, Australia, 2147 |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed on behalf of Chai Trust Company, LLC ("Chai Trust"), Samstock/SZRT, L.L.C. ("Samstock/SZRT") and the Samuel Zell Administrative Trust (the "Samuel Zell Trust" and, together with Chai Trust and Samstock/SZRT, the "Reporting Persons").
This Statement relates to the Ordinary Shares held directly by Samstock/SZRT. Samstock/SZRT is 100% owned by the Samuel Zell Trust, and Chai Trust is the trustee of the Samuel Zell Trust. In such capacities, each of the Samuel Zell Trust and Chai Trust may be deemed to indirectly beneficially own the Ordinary Shares held directly by Samstock/SZRT. |
| (b) | Address or principal business office or, if none, residence:
Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 |
| (c) | Citizenship:
Chai Trust is an Illinois limited liability company.
Samstock/SZRT is a Delaware limited liability company.
The Samuel Zell Trust is a trust governed by the laws of the State of Illinois. |
| (d) | Title of class of securities:
Ordinary Shares, no par value per share |
| (e) | CUSIP No.:
Q4933C117 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of September 30, 2024, each of the Reporting Persons may be deemed the beneficial owner of 603,568 Ordinary Shares held directly by Samstock/SZRT.
As of September 30, 2024, each of the Reporting Persons may be deemed the beneficial owner of approximately 7.2% of the Ordinary Shares outstanding. The beneficial ownership percentage reported herein was calculated in accordance with Rule 13d-3(d)(1)(i) and is based on 8,340,655 Ordinary Shares outstanding following the Issuer's initial public offering that closed on September 27, 2024, assuming the underwriters did not exercise their option to purchase additional Ordinary Shares in full, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities and Exchange Commission on September 27, 2024. |
| (b) | Percent of class:
7.2 %
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| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
603,568
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
603,568
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)