Form 8-K

8-K — LQR House Inc.

Accession: 0001213900-26-063829

Filed: 2026-06-02

Period: 2026-06-01

CIK: 0001843165

SIC: 2080 (BEVERAGES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0293191-8k_lqr.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED JUNE 2, 2026 (ea029319101ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 1, 2026

LQR

HOUSE INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41778

86-1604197

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

6538

Collins Ave. Suite 344

Miami

Beach, Florida

33141

(Address

of principal executive offices)

(Zip

Code)

(786)

389-9771

(Registrant’s

telephone number, including area code)

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

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

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

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

☐

Pre-commencement communications

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001 par

value per share

YHC

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

previously disclosed in the Current Report on Form 8-K filed by LQR House Inc. (the “Company”) with the Securities

and Exchange Commission on April 15, 2026 (the “Prior 8-K”), on April 11, 2026, the Company entered into a

Share Purchase Agreement (the “Agreement”) with Fusion Five Continents Securities Limited, a New Zealand limited

company (the “Target”), and Dean Shields as the seller, pursuant to which the Company agreed to acquire all

of the issued and outstanding shares of the Target in multiple closings.

Pursuant

to the Agreement, on June 1, 2026, the Company consummated an additional closing under the Agreement and acquired an additional 3,000

shares of the Target, representing 30% of the issued and outstanding shares of the Target, for aggregate consideration equal to $39,000,000,

payable in Tether (USDT).

Following

the consummation of the additional closing on June 1, 2026, the Company owns an aggregate of 5,400 shares of the Target, representing

54% of the issued and outstanding shares of the Target.

The

foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text

of the Share Purchase Agreement, which was filed as Exhibit 10.1 to the Prior 8-K and is incorporated herein by reference.

Item

7.01 Regulation FD Disclosure.

June 2, 2026, the Company issued a press release announcing the additional closing under the Agreement. A copy of the press release is

furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The

information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished

and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall

it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by

specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

The

following exhibits are furnished with this Form 8-K:

Exhibit

No.

Description

99.1

Press Release, dated June

2, 2026.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

LQR HOUSE INC.

Dated: June 2, 2026

By:

/s/ Sean

Dollinger

Name:

Sean Dollinger

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED JUNE 2, 2026

EX-99.1

Filename: ea029319101ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR

IMMEDIATE RELEASE

June

2, 2026

LQR

House Inc. Closes Additional 30% Interest in Fusion Five Continents

Securities, Crossing Majority Ownership of an AI-Powered Cross-Border

Brokerage Built on USDT Settlement Infrastructure

Acquisition

lifts LQR House through the 50% threshold in a regulated brokerage that combines AI-driven research, automated trading, and large language

models with USDT-based funding and settlement infrastructure, as well as a research agenda extending into quantum technologies, across

U.S. and Hong Kong equity markets. Consideration of $39 million in USDT advances the multi-tranche acquisition first announced in April

2026, and closing triggers consolidation of Fusion Five's profitable financial results into LQR House's reported earnings.

MIAMI

BEACH, FL / ACCESSWIRE / June 2, 2026 — LQR House Inc. (NASDAQ: YHC) (the “Company” or “LQR House”) today

announced that it closed yesterday on the acquisition of an additional 30% equity interest in Fusion Five Continents Securities (“Fusion

Five Continents” or “Fusion Five”), a New Zealand licensed brokerage operating an AI-powered investment platform with

proprietary USDT-based funding and settlement capabilities and a research agenda advancing toward quantum technologies. The closing builds

on the Company's previously announced initial 24% acquisition and lifts LQR House's aggregate ownership through the 50% threshold, a

milestone that establishes LQR House as the controlling shareholder of Fusion Five and is expected to result in consolidation of Fusion

Five’s results into the Company’s financial reporting.

The

incremental 30% interest was acquired for $39 million, payable in USDT in accordance with the terms of the underlying Share Purchase

Agreement. The valuation reflects, among other factors, the elimination of the discount for lack of control (DLOC) that applied to the

initial minority tranche.

Cross-Border Investment Platform at the Convergence of AI and Stablecoin Infrastructure

Fusion

Five Continents is a licensed financial services firm operating an integrated digital investment platform through which customers fund

their accounts and access a curated range of investment products. Conventional brokerages execute orders. Fusion Five, in addition to

executing orders, delivers AI-driven research, automated portfolio optimization, and stablecoin-settled funding and clearance, in a single

environment. The Company believes this combination positions Fusion Five at the intersection of digital finance, global capital markets,

and USD stablecoin infrastructure.

How

AI Powers the Fusion Five Platform

Fusion

Five layers institutional-grade technology onto a regulated brokerage. When a client navigates to a company's stock on the platform,

large language models have already read its latest filings and recent media coverage and distilled them into a single intelligence score.

The platform's portfolio builder accepts plain-language goals or numerical targets for risk, drawdown, and return, and then constructs

an allocation from four institutional methodologies, stress-tested against historical market scenarios and backtested for downside protection.

Underlying all of it is a research engine that applies natural language processing and large-scale investor-behavior data to alpha generation

across U.S. and Hong Kong equity markets.

plain terms, Fusion Five executes its clients' trades and, at the same time, delivers the kind of AI-driven research, automated trading

analytics, and portfolio suggestions that have historically been confined to professional hedge funds.

The

Road to Quantum Technologies

The

platform's research and development team comprises postdoctoral researchers from the Oxford-Man Institute of Quantitative Finance and

Singapore Management University, alongside PhDs from Tsinghua University, the University of Warwick, and KTH Royal Institute of Technology,

with active industry links to Man Group's Man Numeric, Ant Fund, and Alipay. Beyond the AI, machine learning, and quantitative research

capabilities already in production, this research and development team is advancing Fusion Five along a deliberate quantum roadmap. Near-term

work includes quantum-inspired methods deployable on classical infrastructure today, including alternative approaches to portfolio optimization

and execution efficiency. Longer-term work includes research into quantum algorithms for portfolio construction, quantum machine learning

for predictive modeling, and the disciplined benchmarking of these methods against classical systems to identify areas of genuine quantum

advantage. The Company views quantum readiness across architecture, governance, and research agenda as foundational to next-generation

trading platforms as quantum technologies mature.

Stablecoin-Settled

Access to Global Equity Markets

defining feature of Fusion Five is its ability to facilitate USDT-based funding for securities trading, a capability that is not commonly

available among financial intermediaries serving Asian markets. Through a partnership with a licensed Hong Kong securities broker, Fusion

Five connects an existing base of approximately 4,000 investors to Hong Kong and U.S. equity markets, with USDT functioning as both the

funding instrument and the settlement layer. For Chinese and Asian investors holding meaningful capital in digital assets and seeking

exposure to global equities, Fusion Five represents one of the cleaner regulated bridges between the two.

The

model also aligns with the current direction of U.S. regulatory policy. Recent U.S. policy developments have indicated increasing institutional

focus on USD stablecoin infrastructure as a mechanism to extend dollar dominance in global finance. Fusion Five's use of USDT as the

settlement layer for equity market access aligns the platform with broader trends toward integration of stablecoin infrastructure into

financial markets.

LQR

House gains this exposure through ownership of a regulated operating business rather than through direct holdings of digital assets,

which the Company believes provides positioning at the convergence of stablecoins and global capital markets without the balance sheet

volatility that has complicated other crypto-adjacent strategies for public companies.

Profitable

Operating Business Joining LQR House's Consolidated Results

Fusion

Five is operating profitably and has demonstrated product-market fit, as reflected in its most recent audited financial statements. Going

forward, those results will be consolidated into LQR House's financial statements. Given that Fusion Five is an established and profitable

operating business, and that LQR House's historical operations have run at a loss, the Company believes that consolidation will contribute

favorably to its reported financial performance in future periods, with substantial runway for Fusion Five to broaden its customer base

and deepen its product offering.

“This

next step in our acquisition of Fusion Five Continents is a defining moment for LQR House and our shareholders,” said Sean Dollinger,

Chief Executive Officer of LQR House. “Fusion Five sits at a rare intersection: a regulated, profitable brokerage that has built

a genuine AI investment platform, with proprietary USDT-based settlement infrastructure that bridges the digital asset economy to global

equity markets. We have crossed into majority ownership of that platform without taking on the balance sheet exposure that has made other

crypto-adjacent strategies complicated for public companies. With the consolidation of Fusion Five's results into our financials, we

believe that shareholders will see a tangible and immediate improvement to the Company's bottom line. Fusion Five's growth trajectory

is just beginning, and the path toward full ownership positions LQR House to capture the full upside of that growth.”

About

LQR House Inc.

addition to its growing ownership of Fusion Five Continents Securities, as described above, LQR House intends to remain a prominent force

in the wine and spirits e-commerce sector, epitomized by its flagship alcohol marketplace, cwspirits.com. This platform seamlessly delivers

a diverse range of emerging, premium, and luxury spirits, wines, and champagnes from esteemed retail partners like Country Wine &

Spirits. Functioning as a technology-driven hub, LQR House utilizes software, data analytics, and artificial intelligence to elevate

the consumer experience. CWSpirits.com stands out as the go-to destination for modern, convenience-oriented shoppers, providing a curated

selection of alcohol products delivered to homes across the United States. Beyond its role in the e-commerce sector, LQR House is a marketing

agency with a specialized focus on the alcohol industry, measuring campaign success by directly correlating it with sales on CWSpirits.com.

Backed by an influential network of around 460 figures in the alcohol space, LQR House strategically drives traffic to CWSpirits.com,

enhancing brand visibility. With the addition of a controlling stake in Fusion Five Continents, LQR House now operates at the intersection

of digital finance, global capital markets, and consumer commerce.

Forward-Looking

Statements

This

press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995, including statements regarding LQR House's strategic plans, the consolidation of Fusion Five Continents Securities into the Company's

financial results, expected contributions to the Company's bottom line, anticipated growth and product expansion at Fusion Five, the

performance and capabilities of the Fusion Five AI investment platform (including its AI-powered research, automated trading, quantitative

research, and large language model features), Fusion Five's research and development activities, the development and deployment of quantum-inspired

methods and future quantum computing capabilities, and the timing, performance, and commercial viability of those technologies, the operation

and acceptance of USDT-based funding and settlement infrastructure, the regulatory environment for stablecoins in the United States and

other jurisdictions, and market opportunities in cross-border securities trading. Certain statements herein may also constitute statements

regarding emerging technologies, including artificial intelligence, machine learning, large language models, stablecoin infrastructure,

and quantum computing initiatives, which involve additional technical, regulatory, operational, and commercialization risks. Forward-looking

statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “may,”

“will,” “should,” “plan,” “project,” “intend,” “estimate,” and

similar expressions. These statements are based on management's current expectations and are subject to risks and uncertainties that

could cause actual results to differ materially from those projected. There can be no assurance that the anticipated benefits of the

Fusion Five acquisition, including the contribution of Fusion Five's results to LQR House's consolidated financial performance, will

be realized on the timing or scale contemplated; that subsequent closings under the Share Purchase Agreement will occur on the timing

or terms described or at all; that the AI investment platform features described herein will perform as anticipated; that USDT or other

stablecoin infrastructure will continue to be accepted, regulated, or available in a manner consistent with current expectations; or

that LQR House will successfully expand Fusion Five's customer base or product offering. Factors that could cause actual results to differ

include, but are not limited to, regulatory approvals and changes (including with respect to digital assets, stablecoins, and cross-border

securities trading), market acceptance, competitive dynamics, technology and platform development risks, the accuracy and performance

of AI, large language model, and quantitative trading models, and macroeconomic conditions. Additional information concerning these and

other risk factors is contained in LQR House's filings with the U.S. Securities and Exchange Commission, including its most recent Annual

Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. This press release also includes statistics, data, and other information

regarding markets and industries that have been obtained from third-party sources, including industry publications and reports. While

LQR House believes these third-party sources to be reliable, the Company has not independently verified the data contained in such sources

and makes no representation as to their accuracy or completeness. LQR House undertakes no obligation to update any forward-looking statements

except as required by law.

Investor

and Media Contact:

info@lqrhouse.com

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