Form 8-K/A

8-K/A — LQR House Inc.

Accession: 0001213900-26-087324

Filed: 2026-08-10

Period: 2026-04-11

CIK: 0001843165

SIC: 2080 (BEVERAGES)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0297286-8ka1_lqr.htm (Primary)

EX-23.1 — CONSENT OF ENROME LLP, THE INDEPENDENT AUDITOR OF FUSION FIVE CONTINENTS SECURITIES LIMITED (ea029728601ex23-1.htm)

EX-99.1 — AUDITED FINANCIAL STATEMENTS OF FUSION FIVE CONTINENTS SECURITIES LIMITED AS OF MARCH 31, 2026 AND 2025 AND FOR THE YEARS THEN ENDED (ea029728601ex99-1.htm)

EX-99.2 — UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION AS OF MARCH 31, 2026, FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND FOR THE YEAR ENDED DECEMBER 31, 2025 (ea029728601ex99-2.htm)

GRAPHIC (ea029728601_ex23-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0297286-8ka1_lqr.htm · Sequence: 1

true

0001843165

2026-04-11

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

(Amendment

No. 1)

PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): April 11, 2026

Commission

file number: 001-41778

LQR House Inc.

(Exact

name of registrant as specified in its charter)

Delaware

86-1604197

(State or other jurisdiction

incorporation or organization)

(I.R.S. Employer

Identification No.)

6538 Collins Ave. Suite 344

5306

Six Forks Rd Ste 107 PMB1290

Miami Beach, Florida 33141

Raleigh,

NC 27609

(Address

of principal executive offices) (Zip Code)

(Address

of principal executive offices) (Zip Code)

(Address

of principal executive offices, including zip code)

Tel:

(786) 389-9771

(Registrant’s

telephone number, including area code)

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:

☐

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. ☐

Explanatory

Note

This

Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) amends the Current Report on Form 8-K filed by

LQR House Inc. (the “Company”) with the U.S. Securities and Exchange Commission on April 15, 2026 (the “Original

Report”), which reported, among other matters, the Company’s entry into a Share Purchase Agreement (the “Agreement”)

with Fusion Five Continents Securities Limited, a New Zealand limited company (the “Target”), and Dean Shields, as

seller, pursuant to which the Company agreed to acquire all of the issued and outstanding shares of the Target in multiple closings.

This Amendment is being filed to (i) provide the information required

by Item 2.01 of Form 8-K with respect to the Company’s acquisition of 24% of the outstanding shares of the Target on April 24, 2026

and (ii) provide the financial statements of Fusion Five Continents Securities Limited required by Item 9.01(a) of Form 8-K and the pro

forma financial information required by Item 9.01(b) of Form 8-K, which were not included in the Original Report. The financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K are being filed pursuant

to Item 9.01(a)(4) of Form 8-K, which permits such information to be filed by amendment not later than 71 calendar days after the date

on which the initial report on Form 8-K reporting the acquisition was required to be filed.

Except as set forth herein, this Amendment does

not modify or update any other disclosure contained in the Original Report. This Amendment should be read in conjunction with the Original

Report and the Company’s other filings with the Commission.

Item 2.01. Completion of Acquisition or Disposition

of Assets.

On April 24, 2026, the Company completed the

initial closing contemplated by the Agreement and acquired 2,400 ordinary shares of the Target, representing 24% of the outstanding

shares of the Target. On June 1, 2026, the Company completed an additional closing under the Agreement, acquiring an additional

3,000 ordinary shares of the Target, representing an additional 30% of the Target’s outstanding shares, resulting in the Company owning 54% of the

Target’s outstanding shares.

The information set forth under Item 1.01 of the

Original Form 8-K is incorporated by reference into this Item 2.01.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statements of the Target as of March 31, 2026 and 2025, and for the years then ended, together with the notes thereto

and the report of the independent registered public accounting firm thereon, are filed as Exhibit 99.1 to this Amendment and are incorporated

herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance

sheet of the Company and the Target as of March 31, 2026, the unaudited pro forma condensed combined statement of operations for the year

ended December 31, 2025 and the three months ended March 31, 2026, and the related notes thereto, are filed as Exhibit 99.2 to this Amendment

and are incorporated herein by reference.

(d)

Exhibits.

Exhibit

Number

Description

23.1

Consent of Enrome LLP, the independent auditor of Fusion Five Continents Securities Limited

99.1

Audited Financial Statements of Fusion Five Continents Securities Limited as of March 31, 2026 and 2025 and for the years then ended.

99.2

Unaudited Pro Forma Combined Financial Information as of March 31, 2026, for the three months ended March 31, 2026 and for the year ended December 31, 2025.

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, thereunto duly authorized.

LQR

HOUSE INC.

Date:

August 10, 2026

By:

/s/

Sean Dollinger

Sean

Dollinger

Chief

Executive Officer

(Principal

Executive Officer)

EX-23.1 — CONSENT OF ENROME LLP, THE INDEPENDENT AUDITOR OF FUSION FIVE CONTINENTS SECURITIES LIMITED

EX-23.1

Filename: ea029728601ex23-1.htm · Sequence: 2

Exhibit 23.1

CONSENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in

the Registration Statement of LQR House Inc. on Form S-8 (No. 333-274168) and on Form S-3 (Nos. 333-284485, 333-284138, 333-282118), of

our report dated August 10, 2026, with respect to the balance sheets of Fusion Five Continents Securities Limited. as of March 31, 2026

and 2025 and the related statements of operations and comprehensive loss shareholders’ deficit and cash flows for the years ended

March 31, 2026 and 2025, and related notes appearing in the Current Report on Form 8-K filed by LQR House Inc. on August 10, 2026.

/s/ ENROME LLP

August 10, 2026

Enrome LLP

143 Cecil Street, #19-03/04

admin@enrome-group.com

GB Building Singapore 069542

www.enrome-group.com

EX-99.1 — AUDITED FINANCIAL STATEMENTS OF FUSION FIVE CONTINENTS SECURITIES LIMITED AS OF MARCH 31, 2026 AND 2025 AND FOR THE YEARS THEN ENDED

EX-99.1

Filename: ea029728601ex99-1.htm · Sequence: 3

Exhibit 99.1

Fusion Five Continents Securities Limited

Financial Statements

For the Years Ended March 31, 2026 and 2025

INDEX TO FINANCIAL STATEMENTS

CONTENTS

Page(s)

Report of Independent Registered Public Accounting Firm (PCAOB ID #6907)

F-2

Balance Sheets as of March 31, 2026 and 2025

F-3

Statements of Operations and Comprehensive Loss for the Years Ended March 31, 2026 and 2025

F-4

Statements of Shareholders’ Deficit for the Years Ended March 31, 2026 and 2025

F-5

Statements of Cash Flows for the Years Ended March 31, 2026 and 2025

F-6

Notes to Financial Statements

F-7 - F-19

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

To the Board of Directors and shareholders of Fusion Five Continents

Securities Limited

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Fusion Five Continents Securities Limited (the “Target Company”) as of March 31, 2026 and 2025 and the related statements

of operations and comprehensive loss, shareholders’ deficit and cash flows for the years ended March 31, 2026 and 2025, and related notes

(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Target Company at March 31, 2026 and 2025, and the results of its operations and its

cash flows for the years ended March 31, 2026 and 2025, in conformity with accounting principles generally accepted in the United States

of America (“U.S. GAAP”).

Material Uncertainty Related to Going Concern

The accompanying financial statements have

been prepared assuming that the Target Company will continue as a going concern. As more fully described in Note 3 to the financial

statements, as of March 31, 2026, the Target Company incurred a net loss of $74,562. As of March 31, 2026, the Target Company had a

working capital deficit and shareholders’ deficit of $72,748, and an accumulated deficit of $74,562. These conditions raise

substantial doubt about the Target Company’s ability to continue as a going concern. Management’s plans in regard to

these matters are also described in Note 3 to the financial statements. The financial statements do not include any adjustments that

might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for Opinion

These financial statements are the responsibility

of the Target Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Target Company in accordance

with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud. The Target Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Target Company’s

internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Enrome LLP

Singapore

August 10, 2026

We have served as the Target Company’s auditor

since 2026.

F-2

Fusion Five Continents Securities Limited

Balance Sheets

As of March 31, 2026 and 2025

(Amounts in U.S. dollars, except for numbers

of shares or as otherwise noted)

As of

March 31,

2026

As of

March 31,

2025

ASSETS

Current assets:

Cash held on behalf of clients

$ 1,681,816

$ —

Short-term investment - Broker dealer

18,737,527

—

Prepayment - Software subscription and related support services

22,872

—

Digital Assets - External trust company

1,469,840

Total current assets

21,912,055

—

Total assets

$ 21,912,055

$ —

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Payables - client funds

$ 1,681,816

$ —

Payable - Broker dealer

18,737,527

—

Amount due to related party

95,620

—

Payable – External trust company

1,469,840

Total current liabilities

21,984,803

—

Total liabilities

$ 21,984,803

$ —

Commitments and contingencies

Shareholders’ deficit:

Ordinary shares, no par value; 10,000 shares issued and outstanding

as of March 31, 2026 and 2025.

—

Accumulated deficit

(74,562 )

—

Accumulated other comprehensive income

1,814

—

Total shareholders’ deficit

(72,748 )

—

Total liabilities and shareholders’ deficit

$ 21,912,055

$ —

The accompanying notes are an integral part

of these financial statements.

F-3

Fusion Five Continents Securities Limited

Statements of Operations and Comprehensive Loss

For the Years Ended March 31, 2026 and 2025

(Amounts in U.S. dollars, except for numbers

of shares or as otherwise noted)

Year Ended

March 31,

2026

Year Ended

March 31,

2025

Brokerage commission and platform income

$ 20,561

$ —

Brokerage commission expense and other related direct costs

(40,180 )

—

Gross loss

(19,619 )

—

Operating expenses:

General and administrative expenses

(54,960 )

—

Loss from operations

(74,579 )

—

Other income:

Other income, net

—

Loss before income taxes

(74,562 )

—

Income tax expense

—

Net loss

(74,562 )

—

Other comprehensive income:

Foreign currency translation adjustment

1,814

—

Comprehensive loss

$ (72,748 )

$ —

The accompanying notes are an integral part

of these financial statements.

F-4

Fusion Five Continents Securities Limited

Statements of Shareholders’ Deficit

For the Years Ended March 31, 2026 and 2025

(Amounts in U.S. dollars, except for numbers

of shares or as otherwise noted)

Ordinary Shares

Accumulated Other

Total

Number of Shares

Amount

Accumulated Deficit

Comprehensive Income

Shareholders’ Deficit

Balance as of March 31, 2024

10,000

$ —

Net income for the year

—

Balance as of March 31, 2025

10,000

$ —

Net loss for the year

—

(74,562 )

—

(74,562 )

Foreign currency translation adjustment, net of tax

—

1,814

Balance as of March 31, 2026

10,000

$ —

$ (74,562 )

$ 1,814

$ (72,748 )

The accompanying notes are an integral part

of these financial statements.

F-5

Fusion Five Continents Securities Limited

Statements of Cash Flows

For the Years Ended March 31, 2026 and 2025

(Amounts in U.S. dollars, except for numbers

of shares or as otherwise noted)

For the

Year Ended March 31,

2026

For the

Year Ended March 31,

2025

Cash flows from operating activities:

Net loss

$ (74,562 )

$ —

Adjustments to reconcile net loss to net cash provided by operating activities:

Foreign exchange losses

10,361

—

Short-term investment - Broker dealer

(18,737,527 )

—

Prepayment - Software subscription and related support services

(23,537 )

—

Payable - Broker dealer

18,737,527

—

Payables - client funds

1,681,816

—

Digital assets - External trust company

(1,469,840 )

—

Payable - External trust company

1,469,840

—

Net cash provided by operating activities

1,594,078

—

Cash flows from financing activity

Amount due to related party

95,620

—

Net cash provided by financing activity

95,620

—

Effect of exchange rate changes on cash and cash held on behalf

(7,882 )

—

Net increase in cash held on behalf of client

1,681,816

—

Cash held on behalf of clients at beginning of year

—

Cash held on behalf of clients at end of year

$ 1,681,816

$ —

Cash held on behalf of clients

$ 1,681,816

—

Cash held on behalf of clients at end of the year

$ 1,681,816

—

Supplemental disclosure of cash flow information:

Cash paid for income taxes

$ —

—

Cash paid for interest

—

The accompanying notes are an integral part

of these financial statements.

F-6

Fusion Five Continents Securities Limited

Notes to Financial Statements

For the Years Ended March 31, 2026 and 2025

(Amounts in U.S. dollars, except share data

or as otherwise indicated)

1. ORGANIZATION AND NATURE OF BUSINESS

Fusion Five Continents Securities Limited (the

“Target Company” or “Fusion Five”) was incorporated on June 13, 2022 under the Companies Act 1993 of New Zealand.

The Target Company provides cross-border securities trading access and related platform services to clients seeking access to Hong Kong

and U.S. equity markets. The Target Company principally engages in online financial services including cross-border securities share

trading access to Hong Kong and United States equity market and fund distribution services based on third party developed software and

digital platform “CashCow”.

The Target Company is registered as a financial

service provider in New Zealand. In Hong Kong, the Target Company acts as an introducing intermediary and does not hold a Hong Kong Securities

and Futures Commission license. Securities execution, custody of securities, and trade settlement are performed by a licensed Hong Kong

securities broker (the “Execution Broker”). Client funding may be initiated using USDT stablecoin, which is converted to fiat

currency by an external licensed trust company before funds are placed with the Execution Broker for client trading and settlement.

The Target Company does not obtain beneficial

ownership of client funds or client securities. However, the Target Company has contractual and administrative rights over certain segregated

trustee and broker-dealer accounts solely to facilitate authorized client deposits, securities transactions, settlements, and withdrawals.

Accordingly, the Target Company recognizes client-related assets and corresponding payables obligations when the applicable recognition

criteria are met.

As of March 31, 2026, Dean Nelson Shields owned

all 10,000 issued and outstanding ordinary shares of the Target Company. The ordinary shares have no par value. Subsequent to March 31,

2026, LQR House Inc. (“LQR”) acquired a controlling interest in the Company. See Note 14.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been

prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the

applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Target Company’s fiscal

year ends on March 31. Significant accounting policies followed by the Target Company in the preparation of the accompanying financial

statements are summarized below.

Use of Estimates

The preparation of financial statements in conformity

with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Significant estimates

and judgments include the assessment of the nature and presentation of client-related balances, expected credit losses, lease identification

and measurement, income taxes, foreign currency translation, and the useful lives and recoverability of long-lived assets. In accordance

with ASC 250, Accounting Changes and Error Corrections, changes in accounting estimates are recognized prospectively in the period of

change and, if applicable, future period.

Foreign Currency Translation and Transactions

The Target Company maintains its books and records

in New Zealand dollars (“NZD”), which is the Target Company’s functional currency because NZD is the primary currency

of the economic environment in which the Target Company operates. The Target Company’s reporting currency is the United States dollar

(“USD” or “$”). The determination of the Target Company’s functional currency and the translation of its

financial statements into the reporting currency are made in accordance with ASC Topic 830, Foreign Currency Matters.

Transactions denominated in currencies other than

the functional currency are translated into NZD at the exchange rates prevailing at the dates of the transactions. Monetary assets and

liabilities denominated in foreign currencies are remeasured using the exchange rates in effect at each balance sheet date. Resulting

foreign currency transaction gains and losses are recognized in the statements of operations and comprehensive loss.

F-7

For financial reporting purposes, assets and liabilities

are translated from NZD into USD at exchange rates in effect at each balance sheet date, while revenues and expenses are translated at

average exchange rates for the reporting period. Equity transactions are translated at historical exchange rates. Translation adjustments

are recognized in other comprehensive income and accumulated in accumulated other comprehensive income within shareholders’ deficit.

As of

March 31,

2026

As of

March 31,

2025

Spot rate — USD per NZD 1

0.5710

0.5666

For the

Year Ended March 31,

2026

For the

Year Ended March 31,

2025

Average rate — USD per NZD 1

0.5876

0.5941

Cash held on behalf of clients

Cash held on behalf of clients represents cash

maintained in segregated accounts for the benefit of clients in connection with securities trading and settlement activities. Such funds

are not available to finance the Target Company’s general operations. Cash held on behalf of clients is separately presented on

the balance sheets. The Target Company has classified the clients’ monies as cash held on behalf of clients under the assets section

in the balance sheets and recognized the corresponding account payables to the respective clients under the liabilities section.

Prepayment - Software subscription and related

support services

The Target Company enters into arrangements with

third-party service providers for access to software systems, mobile applications and related support services used in providing securities

trading access and related services to its clients.

Software subscription and related support fees

paid in advance are recorded as prepaid software subscription costs. The prepaid amounts are recognized as cost of revenues on a straight-line

basis over the applicable service period as the related services are received. The unexpired portion of such prepaid amounts is presented

as prepaid software subscription and other related support services in the balance sheets.

Installation and setup costs related to the software platform are expensed

as incurred and included in brokerage commission expense and other related direct costs of revenues because such costs are directly attributable

to the Target Company’s provision of securities trading access and related client services

Short-term investment – Broker Dealer and Payable - Broker

dealer

In accordance with ASC 321-10-35-1, Investments—Equity

Securities, equity securities with readily determinable fair values are measured at fair value, with changes in fair value recognized

in net income. Fair value measurements are determined in accordance with ASC Topic 820, Fair Value Measurement. ASC 820-10-35-37 establishes

a three-level fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets

(Level 1).

The Target Company’s short-term investment

– broker dealer consists of marketable securities maintained in custody with the Target Company’s third-party Execution Broker

in connection with client securities trading activities. The securities are held for the benefit of the Target Company’s clients

and are not maintained for the Target Company’s proprietary investment purposes.

The securities are measured at fair value at each

reporting date. Securities valued using quoted prices for identical securities in active markets are classified as Level 1; Realized and

unrealized gains and losses on equity securities within the scope of ASC 321 are recognized in earnings and are not recognized in other

comprehensive income. Realized gains and losses are determined based on the difference between the proceeds received and the carrying

amount of securities sold, while unrealized gains and losses represent changes in the fair value of securities held at the reporting date.

The Target Company’s short-term investment

are subject to market risk arising from fluctuations in the market prices of securities. The securities are maintained in custody with

the Execution Broker and the Target Company is also exposed to custodial; concentration and counterparty credit risk associated with the

Execution Broker.

F-8

Digital Assets – External Trust company and Payable –

External Trust company

In accordance with ASC 350-60-15-1, Crypto Assets,

the Company evaluates its digital asset holdings to determine whether they are within the scope of ASC Subtopic 350-60. For digital assets

within the scope of ASC 350-60, ASC 350-60-35-1 requires such assets to be measured at fair value at each reporting date, with changes

in fair value recognized in net income. Fair value is determined in accordance with ASC Topic 820, Fair Value Measurement.

The Company holds certain digital assets, principally

U.S. dollar-denominated stablecoins, with a third-party licensed trust company in connection with client funding and securities trading

activities. Such digital assets are held for the benefit of the Target Company’s clients and are not maintained for the Target Company’s

proprietary investment purposes.

Digital assets held on behalf of clients are measured at fair value

at each reporting date based on observable market prices available in the principal market for the digital asset. The corresponding obligations

to clients are presented separately as “Payable - External trust company”.

The Target Company does not use client digital

assets for its own proprietary investment or general corporate purposes. The Target Company is exposed to custodial and counterparty risk

associated with the third-party trust company, as well as liquidity, redemption, market, regulatory, operational, cybersecurity and blockchain-network

risks associated with digital assets.

Revenue Recognition

In accordance with ASC Topic 606, Revenue from

Contracts with Customers, the Target Company recognizes revenue when the promised services are provided to customers in an amount that

reflects the consideration the Company expects to receive for those services.

The Target Company generates revenue primarily

from providing cross-border securities trading access and related services to its clients. The Target Company is registered as a New Zealand

Financial Service Provider (“FSP”) to provide certain financial services, including services related to money, securities

and investment portfolios.

In Hong Kong, the Target Company acts as an introducing

broker and does not hold a Hong Kong SFC license. The Target Company does not execute trades, maintain custody of client securities or

settle securities transactions. Trade execution, custody and settlement are provided through an arrangement with a licensed Hong Kong

securities broker (the “Execution Broker”). Clients fund their accounts using USDT stablecoin, which is converted into fiat

currency by a licensed trust company and subsequently transferred to the account maintained with the Execution Broker for trade settlement.

The Target Company earns commissions and platform

income from securities brokerage services based on transaction volume and platform fees charged per transaction. When a customer executes

a securities trading transaction, brokerage commission and platform fee is recognized at a point in time when the performance obligation

has been satisfied by the completion of trades and the service has been passed to the customer. Brokerage commission income and platform

fee are accrued on a trade-date basis because this is when the underlying financial instrument is identified, the pricing of brokerage

service is agreed upon and the promised services are delivered to customers. The commission fees and platform fee are directly charged

from the customer’s account when the transactions are settled. The securities trading transaction could not be cancelled once it

is executed and is not refundable.

The transaction price consists of the commission

fees and platform fee charged to the client. Because these services are provided together, highly interdependent and no separate allocation

of the transaction price is required in accordance with ASC 606-10-25-19. The performance obligation is satisfied when the related trade

is executed.

These activities are provided together as part

of the Target Company’s trading service and are treated as one performance obligation. The transaction price consists of the commission

fees and platform fee charged to customers. The Target Company determines the rates and fees charged to its customers. Since the services

are provided together, no separate allocation of the transaction price is required. Revenue is recognized when the related service is

provided and, for transaction-based fees, when the related trade is executed.

For each customer transaction, the Target Company

provides access to the trading platform, helps process the customer’s trading instructions, and arranges for the trade to be executed

through the Execution Broker. These services are provided together as one overall trading service. Therefore, the Target Company treats

them as one performance obligation for each transaction.

F-9

Principal-versus-Agent Considerations

The Target Company evaluated whether it acts as

a principal or an agent in providing services to its customers. The Target Company is responsible for providing the trading platform and

transaction facilitation services and setting the commission fees and platform fee charged to customers. Accordingly, the Target Company

concluded that it is the principal for its commission services and recognizes these revenues on a gross basis.

The Execution Broker separately provides trade

execution, custody and settlement services. Fees paid or payable to the Execution Broker and other third parties for execution, clearing,

settlement, regulatory, exchange and similar services are recorded as cost and expenses and are not deducted from the Target Company’s

revenue.

The Target Company has determined that there were

no material contract assets, contract liabilities or significant financing components as of March 31, 2026 and 2025. Client funds maintained

on behalf of customers in connection with securities trading activities do not represent consideration received in advance of satisfying

a performance obligation and therefore are not accounted for as contract liabilities under ASC 606.

General and Administrative Expenses

General and administrative expenses consist primarily

of costs associated with the general management and administration of the Target Company’s business that are not directly attributable

to the provision of securities trading access and related client services. Such costs include administrative service costs, bank charges,

general corporate overhead and other costs incurred in supporting the Target Company’s operations.

General and administrative expenses are recognized

as incurred. Amounts relating to services received but not yet invoiced or paid are accrued when the Company has received the related

services and the amount can be reasonably estimated.

The Target Company also records within general

and administrative expenses losses arising from the conversion and settlement of client funding balances when such losses are borne by

the Target Company. Clients fund their accounts through an external trust company using USDT. The trust company converts the USDT into

U.S. dollars and transfers the resulting funds to the Target Company’s account with its execution broker.

Differences between the amount maintained with

the trust company and the amount transferred to the execution broker, including conversion spreads and related settlement losses borne

by the Target Company, are recognized as general and administrative expenses when the conversion and settlement occur. Such losses are

measured based on the actual amount deducted or retained by the trust company.

Because the Target Company bears these losses, the corresponding client

deposit liability is not reduced. Instead, the loss is recognized in the statements of income and comprehensive income, with a corresponding

reduction in amount due from the trust company.

Costs directly attributable to the provision of

client trading services, including software subscription costs and software installation costs, are excluded from general and administrative

expenses and are presented within cost of revenues.

Income Taxes

Income taxes are accounted for using an asset

and liability method in accordance with FASB ASC Topic 740, “Income Taxes”. Under this method, income tax expense is

recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences

resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include

the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates

expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect

on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation

allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Under the provisions of FASB ASC 740, when tax

returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others

are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The

benefit of a tax position is recognized in the period during which, based on all available evidence, management believes it is more likely

than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax

positions taken are not offset or aggregated with other positions.

F-10

Expected Credit Losses

The Target Company follows ASC 326, Financial

Instruments–Credit Losses which applies to financial assets measured at amortized cost, held-to-maturity debt securities and off-balance

sheet credit exposures. For on-balance sheet assets, an allowance must be recognized at the origination of in-scope assets and represents

the expected credit losses over the contractual life of those assets. Expected credit losses on off-balance sheet credit exposures must

be estimated over the contractual period the Target Company is exposed to credit risk as a result of a present obligation to extend credit.

The impact to the periods presented is not material since the Target Company’s in-scope assets are primarily subject to collateral

maintenance provisions for which the Target Company elected to apply the practical expedient of reporting the difference between the

fair value of the collateral and the amortized cost for the in-scope assets as the allowance for current expected credit losses.

Fair Value of Financial Instruments

The Target Company measures fair value in accordance

with ASC 820, Fair Value Measurement. ASC 820 establishes a three-level fair value hierarchy based on the inputs used to measure fair

value:

Level 1 —

Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 —

Other inputs that are directly or indirectly observable in the marketplace.

Level 3 —

Unobservable inputs which are supported by little or no market activity.

ASC 820 describes three main approaches to measuring

the fair value of assets and liabilities:

Market Approach

—

Uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities.

Income Approach

—

Uses valuation techniques to convert future amounts to a single present value, based on current market expectations about those future amounts.

Cost Approach

—

Based on the amount that would currently be required to replace an asset.

The carrying amounts of cash held on behalf of

clients, , amounts due to related party, and income tax payable approximate fair value because of their short-term nature.

The Target Company’s short-term investment

held with the broker dealer consist of marketable securities. The fair value of these investments is based on quoted market prices for

identical securities in active markets and is classified as Level 1 within the fair value hierarchy.

The Target Company’s digital assets held

on behalf of clients consist primarily of USDT held with a third-party trust company. The fair value of these digital assets is determined

using observable market pricing information and is classified as Level 2 within the fair value hierarchy.

The Target Company did not have any Level 3 fair

value measurements as of March 31, 2026.

Comprehensive Income (Loss)

FASB ASC 220, “Comprehensive Income”

establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive

income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income,

as presented in the accompanying statements of changes in shareholders’ deficit, consists of cumulative foreign currency translation

adjustments.

The Target Company reports comprehensive income

(loss) in accordance with FASB ASC Topic 220, Comprehensive Income. Comprehensive income (loss) consists of two components: net income

(loss) and other comprehensive income (loss) (“OCI”).The Company’s OCI consists solely of foreign currency translation

adjustments arising from the translation of its New Zealand dollar (“NZD”) functional-currency financial statements into U.S.

dollars (“USD”), the Target Company’s reporting currency. Assets and liabilities are translated into USD at exchange

rates in effect at each balance sheet date, while revenues and expenses are translated at average exchange rates for the applicable reporting

period. Resulting foreign currency translation adjustments are recognized in OCI, net of tax, where applicable, and accumulated in accumulated

other comprehensive income within shareholders’ equity (deficit).

As of March 31, 2026 and 2025, accumulated other

comprehensive income consisted solely of cumulative foreign currency translation adjustments

F-11

Share Capital

The Target Company is incorporated in New Zealand.

Under the New Zealand Companies Act 1993, shares have no par value. As of March 31, 2026, the Target Company had 10,000 ordinary shares

authorized, issued, and outstanding. The ordinary shares have no par value and were held by Dean Nelson Shields.

Recently issued accounting pronouncement

In July 2025, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic

326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide an optional practical expedient

for estimating expected credit losses on certain current accounts receivable and current contract assets. The amendments are effective

for annual reporting periods beginning after December 15, 2025, including interim periods within those annual periods. The Target Company

is evaluating the effect of adoption and does not currently expect a material impact.

In September 2025, the FASB issued ASU 2025-06,

Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use

Software. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within

those annual periods, with early adoption permitted. The Target Company is evaluating the effect of adoption.

In December 2025, the FASB issued ASU 2025-11,

Interim Reporting (Topic 270): Narrow-Scope Improvements. For public business entities, the amendments are effective for interim reporting

periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Target Company is evaluating

the effect of adoption.

3. GOING CONCERN

The accompanying financial statements have been

prepared assuming that the Target Company will continue as a going concern, which contemplates the realization of assets and the satisfaction

of liabilities in the normal course of business.

For the year ended March 31, 2026, the Target

Company incurred a net loss of $74,562 As of March 31, 2026, the Target Company a working capital deficit and shareholders’ deficit

of $72,748 and an accumulated deficit of $74,562. In addition, substantially all of the Target Company’s cash and client-related

financial assets were restricted or maintained for the benefit of clients and were not available to fund the Target Company’s general

operating activities.

These conditions initially raised substantial

doubt about the Target Company’s ability to continue as a going concern for a period of one year after the date these financial

statements are issued.

Subsequent to March 31, 2026, LQR acquired a

controlling interest in the Target Company. LQR’s Management evaluated its plans to address the Target Company’s

liquidity requirements, including the continued development of the Target Company’s revenue-generating operations, management

of operating expenditures, financial support from its controlling shareholder, and additional financing activities expected to be

undertaken in the near term. Based on LQR’s Management’s cash flow forecasts and financing plans, LQR’s Management

believes that these plans are probable of being effectively implemented and are expected to provide sufficient liquidity for the

Target Company to meet its obligations as they become due.

LQR Company entered into an at-the-market

Sales Agreement with A.G.P./Alliance Global Partners on March 11, 2026, under which it could offer and sell shares of

common stock having an aggregate offering price of up to $50,273,610, subject to market conditions and applicable securities law

limitations and its plan to issue second round of ATM in the near future. As of the date of this financial statement

dated August 10, 2026, shares having an aggregate offering price of $41,455,175 remain available for LQR to offer and sell

under this Sales Agreement after issued first round of ATM amounting to $8,818,435 providing LQR with additional capacity to

support future equity financing.

After considering the Target Company’s

expected operating cash flows and planned financing activities, management concluded that the conditions and events that initially raised

substantial doubt about the Target Company’s ability to continue as a going concern have been alleviated. Accordingly, management

believes that the Target Company will have sufficient liquidity to meet its obligations for at least one year from the date these financial

statements are issued.

F-12

4. CONCENTRATIONS OF RISK

Service Provider and Counterparty Concentration

The Target Company’s operations depend on

third-party service providers, including the Execution Broker, trustee, payment processor, technology provider. A termination or disruption

of these relationships, failure by a service provider to comply with applicable laws and regulations, or deterioration in the financial

condition of a material counterparty could adversely affect the Target Company’s operations and its ability to provide trading access

and process client transactions. Substantially all customer securities transactions are executed through a single third-party broker.

The Target Company is dependent on this broker for execution services.

Credit Risk

Financial instruments that potentially expose

the Target Company to concentrations of credit risk consist principally of Cash held on behalf of clients, Short-term investments –

broker-dealer and Digital assets – External trust company. The Target Company seeks to mitigate credit risk by maintaining balances

with regulated financial institutions and intermediaries and by monitoring counterparty credit quality. Such balances may exceed applicable

deposit insurance limits and remain subject to the credit risk of the relevant institution or intermediary.

Cash held on behalf of clients are segregated

and deposited in financial institutions as required by rules mandated by the Target Company’s primary regulators. These financial

institutions are of sound credit ratings, therefore the Target Company believes that there is no significant credit risk related to cash

held on behalf of clients.

The Target Company’s securities are transacted

on cash basis. The Target Company’s credit risk is limited in that substantially all of the contracts entered into are settled directly

at securities clearing organizations. The Target Company oversees the management of credit risk through formulating credit policies and

procedures, overseeing the credit quality of the loan portfolio, ensuring an independent and objective assessment of credit risk, controlling

exposure to selected industries, counterparties, countries and portfolio types etc.

Short-term investment - Broker dealer related

to unsettled transactions are recorded at the amount for which the securities were purchased, and are paid upon receipt of the securities

from other brokers or dealers.

In connection with its clearing activities, the

Target Company is obligated to settle transactions with brokers and other financial institutions even if its clients fail to meet their

obligations to the Target Company. Clients are required to complete their transactions by the settlement date, generally one or two business days

after the trade date. If clients do not fulfill their contractual obligations, the Target Company may incur losses. The Target Company

has established procedures to reduce this risk by generally requiring that clients deposit sufficient cash and/or securities into their

account prior to placing an order.

Concentrations of Credit Risk

The Target Company’s exposure to credit

risk associated with its brokerage and other activities is measured on an individual counterparty basis, as well as by groups of counterparties

that share similar attributes. There was no revenue from clients which individually represented greater than 10% of the total revenues

for the years ended March 31, 2026 and 2025, respectively. Concentrations of credit risk can be affected by changes in political, industry,

or economic factors. To reduce the potential for risk concentration, credit limits are established, and exposure is monitored in light

of changing counterparty and market conditions.

F-13

Foreign Currency Risk

The Company’s functional currency is NZD

and its reporting currency is USD. The Target Company is exposed to foreign currency risk because client funds, assets, liabilities, revenue,

and expenses may be denominated in currencies other than NZD or USD. Changes in exchange rates may affect reported results and generate

translation adjustments recorded in accumulated other comprehensive income. Currency risk arises from the possibility that fluctuations

in foreign exchange rates will impact the financial instruments. The Target Company is not exposed to significant transactional foreign

currency risk since almost all of its transactions, assets and liability are denominated in Hong Kong dollars and U.S. dollars and Hong

Kong dollars are pegged against U.S. dollars. The impact of foreign currency fluctuations in the Target Company’s earnings is included

in “General and Administrative expenses” in the statements of operations and comprehensive loss. The Target Company enters

into currency futures contracts to manage currency exposure associated with anticipated receipts and disbursements occurring in a currency

other than the functional currency of the entity. The overall impact of the currency risk of other foreign currency assets held by the

Target Company is not significant.

Stablecoin and Settlement Risk

Client funding and settlement processes may involve

USDT stablecoin before conversion to fiat currency by a third-party trust company. This activity exposes the Target Company to liquidity,

redemption, custody, blockchain transfer, counterparty, regulatory, cybersecurity, and operational risks. The Target Company does not

present USDT as its own digital asset when it does not obtain beneficial ownership or control of the stablecoin.

Regulatory Requirements

The Target Company is registered as a financial

service provider on the New Zealand Financial Service Providers Register (“FSPR”). Based on the Company’s current registered

activities and regulatory status, the Target Company was not subject to a specific minimum regulatory capital requirement in New Zealand

as of March 31, 2026.

5. CASH HELD ON BEHALF OF CLIENTS AND PAYABLES – CLIENT FUNDS

Cash held on behalf of clients and Payables - Client Funds consisted

of the following:

As of

March 31,

2026

As of

March 31,

2025

Cash held on behalf of clients

$ 1,681,816

$ —

Total Cash held on behalf of clients

$ 1,681,816

$ —

Payables - Client funds

$ 1,681,816

$ —

Total Payables - Client funds

$ 1,681,816

$ —

As of March 31, 2026 and 2025, Cash held on behalf

of clients was $1,681,816 and nil, respectively. Cash held on behalf of clients represents client funds maintained in segregated accounts

in connection with securities trading and settlement activities and is not available for the Target Company’s general corporate

purposes.

As of March 31, 2026 and 2025, the corresponding Payables - Client

funds was $1,681,816 and nil, respectively. Payables - client funds represents the Target Company’s obligation to return such funds

to clients or apply the funds to authorized client transactions.

The Target Company does not obtain beneficial

ownership of the client funds. Accordingly, the restricted cash balance and the corresponding client funds payable are presented separately

as an asset and liability, respectively, in the accompanying balance sheets.

F-14

6. SHORT-TERM INVESTMENT – BROKER DEALER AND PAYABLE –

BROKER DEALER

Short-term investment – Broker dealer and the corresponding client

deposits payable consisted of the following:

As of

March 31,

2026

As of

March 31,

2025

Short-term investment – Broker dealer

$ 18,737,527

$ —

Total Short-term investment – Broker dealer

$ 18,737,527

$ —

Payable – Broker dealer

$ 18,737,527

$ —

Total Payable – Broker dealer

$ 18,737,527

$ —

Short-term investment – Broker dealer represent amounts maintained

for authorized client securities trading and settlement activities. The corresponding Payable - Broker dealer represents the Target Company’s

obligation to return such funds to clients or apply the funds to authorized client transactions.

These investments are restricted for the benefit of clients, are not

available for the Target Company’s general operating purposes, and do not represent revenue of the Target Company. As of March 31,

2026 and 2025, Short-term investment – Broker dealer and the corresponding Payable - Broker dealer were $18,737,527 and nil, respectively.

7. PREPAYMENT - SOFTWARE SUBSCRIPTION AND RELATED SUPPORT SERVICES

The Target Company entered into a two-year agreement

with a third-party technology service provider for access to a securities trading system and related mobile application used in connection

with the Target Company’s cross-border securities trading services.

Under the arrangement, the third-party service

provider hosts, operates and maintains the system and application. The Target Company does not have the contractual right to take possession

of the underlying software and cannot operate the software independently or engage an unrelated third party to host the software.

The agreement has a contractual term of two years

and requires annual subscription payments of HKD 440,000, for total fixed subscription consideration of HKD 880,000. The first annual

installment was payable in 2025, and the second annual installment is payable in 2026. The Target Company also incurred a one-time installation

fee of RMB 50,000.

Annual subscription fees paid in advance are recorded

as prepaid software subscription costs and recognized as brokerage commission expense and other related

direct costs on a straight-line basis over the applicable annual service period. The Target Company determined that classification

within cost of revenues is appropriate because the system and application are directly used in providing securities trading access and

related services to the Target Company’s clients.

As of

March 31,

2026

As of

March 31,

2025

Prepayment - Software subscription and related support services

$ 22,872

$ —

Total Prepayment - Software subscription and related support services

$ 22,872

$ —

For the

Year Ended March 31,

2026

For the

Year Ended March 31,

2025

Software subscription expense

$ 32,951

$ —

Installation cost

$ 7,018

$ —

Total Brokerage commission expense and other related direct costs

$ 39,969

$ —

F-15

8. DIGITAL ASSETS - EXTERNAL TRUST COMPANY AND PAYABLES –

EXTERNAL TRUST COMPANY

As of March 31, 2026, an external trust company held 1,480,201.63 USDT

on behalf of the Company’s clients. Based on a fair value of $0.993 per USDT as of March 31, 2026, the aggregate fair value of such

digital assets was approximately $1,469,840. The Company held no digital assets on behalf of clients as of March 31, 2025.

As of

March 31,

2026

As of

March 31,

2025

USDT units

1,480,201

—

Fair value per USDT

$ 0.993

—

Digital assets - External trust company

$ 1,469,840

$ —

Payable – External trust company

$ 1,469,840

$ —

The digital assets are maintained in custody with an external trust

company for the benefit of the Target Company’s clients and are not held for the Target Company’s proprietary investment purposes.

The Target Company recognizes a corresponding obligation to its clients based on the digital assets to which the clients are entitled.

As of March 31, 2026 and 2025, payables to clients related to Digital assets - External trust company were $1,469,840 and nil, respectively.

The Target Company does not pledge or use client

digital assets for its own financing or proprietary investment activities. As of March 31, 2026, none of the digital assets held on behalf

of clients were pledged or otherwise subject to contractual restrictions.

9. RELATED PARTY TRANSACTIONS

Dean Nelson Shields was the sole shareholder and a director of the

Target Company as of March 31, 2026. Amount due to the related party consisted of the following:

As of

March 31,

2026

As of

March 31,

2025

Amount due to Dean Nelson Shields

$ 95,620

$ —

Total amount due to related party

$ 95,620

$ —

The balance primarily represents expenses and

technology-related payments made by the director on behalf of the Target Company. The advances were unsecured, non-interest-bearing, and

repayable on demand.

10. BROKERAGE COMMISSION AND PLATFORM

INCOME

Brokerage commission and platform income was disaggregated as follows:

For the

Year Ended March 31,

2026

For the

Year Ended March 31,

2025

Commission

$ 18,211

$ —

Platform fee

2,350

—

Total Brokerage commission and platform income

$ 20,561

$ —

Brokerage commission and platform income are recognized

at a point in time on the trade date when the Execution Broker executes the client’s securities transaction.

F-16

11. GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consisted

of costs associated with the administration and general operation of the Target Company’s business. Such expenses included administrative

service costs, bank charges, general corporate overhead and losses incurred in connection with the conversion and settlement of client

funding balances.

General and administrative expenses consisted of the following:

For the

Year Ended March 31,

2026

For the

Year Ended March 31,

2025

Administrative and other corporate expenses

$ 44,599

$ —

Foreign exchange loss

10,361

—

Total general and administrative expenses

$ 54,960

$ —

During the year ended March 31, 2026, the Target

Company recognized foreign exchange loss of $10,361. The loss arose from client funding amounts maintained with an external trust company

that were converted from USDT into U.S. dollars and transferred to the Company’s account with its execution broker.

The Target Company was contractually responsible

for the conversion and settlement loss and did not deduct the loss from the corresponding client deposit balances.

The $10,361 foreign exchange loss did not represent

a separate cash payment from the Target Company’s cash or restricted cash accounts. Accordingly, the charges are presented as a

non-cash adjustment in the reconciliation of net loss to net cash provided by operating activities

Software subscription expenses and software installation

costs directly related to the Target Company’s trading system and application were classified as cost of revenues and were not included

in general and administrative expenses.

12. TAXATION

Deferred income taxes reflect the tax effects

of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective

tax bases, as well as the tax effects of net operating loss carryforwards.

As of March 31, 2026, the Target Company had net

operating loss carryforwards of approximately $74,562, which resulted in a deferred tax asset of approximately $20,877 based on the applicable

New Zealand corporate income tax rate of 28%. The Target Company had no net operating loss carryforwards as of March 31, 2025.

A valuation allowance is provided against deferred

tax assets when management determines, based on the weight of available positive and negative evidence, that it is more likely than not

that some portion or all of the deferred tax assets will not be realized. In making this assessment, management considers, among other

factors, the Target Company’s historical operating results, cumulative losses and expectations regarding future taxable income.

As of March 31, 2026, based primarily on the Target

Company’s history of operating losses and uncertainty regarding the generation of sufficient future taxable income, management recorded

a full valuation allowance of $20,877 against the deferred tax asset related to its net operating loss carryforwards. Accordingly, the

Target Company’s net deferred tax asset was nil as of March 31, 2026.

F-17

Deferred income tax expenses reflect the net tax

effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts

used for income tax purposes. The components of the deferred tax assets and liabilities are as follows:

For the

Year Ended March 31,

2026

Loss before income taxes

$ (74,562 )

Expected income tax benefit at statutory rate of 28%

(20,877 )

Increase in valuation allowance

20,877

Income tax expense

$ —

Deferred Tax Assets and Liabilities

As of

March 31,

2026

As of

March 31,

2025

Deferred tax assets:

Net operating loss carryforwards

$ 20,877

$ —

Gross deferred tax assets

20,877

—

Less: valuation allowance

(20,877 )

—

Total deferred tax assets, net

$ —

Deferred tax liabilities

$ —

Net deferred tax asset (liability)

$ —

Movement of Valuation Allowance:

For the

Year Ended March 31,

2026

For the

Year Ended March 31,

2025

Balance at beginning of year

$ —

Additions

20,877

—

Balance at end of year

$ 20,877

$ —

Income tax provision

For the

Year Ended March 31,

2026

For the

Year Ended March 31,

2025

Current income tax expense

$ —

Deferred income tax benefit before valuation allowance

(20,877 )

—

Increase in valuation allowance

20,877

—

Income tax expense

$ —

Unutilized Tax Loss Carryforwards

As of March 31, 2026 and 2025, the Target Company

had unutilized tax loss carryforwards of approximately $74,562 and nil, respectively, which may be available to offset future taxable

income, subject to applicable New Zealand tax laws and requirements.

The utilization of these tax loss carryforwards

is the business continuity test under New Zealand tax law. Based on the Target Company’s current operating losses and uncertainty

regarding the generation of sufficient future taxable income, a full valuation allowance has been recorded against the related deferred

tax asset.

As of March 31, 2026 and 2025, the deferred tax

assets associated with the unutilized tax loss carryforwards were approximately $20,877 and nil, respectively.

F-18

Uncertain Tax Positions

The Target Company evaluates the level of authority

for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures

the unrecognized benefits associated with the tax positions. The Target Company continues to assess the uncertain tax positions in accordance

with applicable income tax guidance and based on changes in facts and circumstances. As of March 31, 2026 and 2025, the Company did not

have any unrecognized uncertain tax positions and the Target Company does not believe that its unrecognized tax benefits will change over

the next twelve months.

13. COMMITMENTS AND CONTINGENCIES

Contractual Commitments

The Target Company entered into a two-year agreement

with a third-party technology service provider for access to a securities trading system, mobile application and related support services.

The agreement requires annual subscription payments of HKD 440,000. As of March 31, 2026, the Target Company had a remaining contractual

commitment of HKD 440,000 related to the second year of the arrangement, which is payable during the year ending March 31, 2027.

The remaining contractual payment relates to future

services that had not been provided as of March 31, 2026 and, accordingly, was not recognized as a liability in the accompanying balance

sheet.

Legal Proceedings

From time to time, the Target Company may become

involved in legal proceedings and claims arising in the ordinary course of business. The Target Company records a liability for a loss

contingency when the loss is considered probable and the amount of the loss can be reasonably estimated. Legal costs associated with loss

contingencies are expensed as incurred.

As of March 31, 2026 and 2025, and through the

date these financial statements were issued, the Target Company was not aware of any material pending or threatened legal proceedings

that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Target Company’s financial

position, results of operations or cash flows.

14. SUBSEQUENT EVENTS

The Target Company evaluated events subsequent

to the balance sheet date of March 31, 2026 through the date of issuance of the financial statements.

Acquisition by LQR House Inc.

On April 11, 2026, LQR entered into a share

purchase agreement under which LQR agreed to acquire all 10,000 issued and outstanding ordinary shares of the Target Company in

multiple closings for aggregate consideration of $126,880,000, payable in USDT.

The initial tranche consisted of 2,400 ordinary

shares, representing 24% of the Target Company’s outstanding shares, for consideration of $28,080,000. On June 1, 2026, LQR completed

an additional closing and acquired 3,000 ordinary shares, representing an additional 30% of the Target Company’s outstanding shares,

for consideration of $39,000,000 payable in USDT. Following the additional closing, LQR owned 5,400 ordinary shares, or 54% of the Target

Company’s outstanding shares, and obtained control of the Target Company. The remaining shares are subject to subsequent closings

and applicable contractual and regulatory conditions.

The transactions occurred after the balance sheet

date and therefore did not affect the Target Company’s financial position or results of operations as of and for the year ended

March 31, 2026.

F-19

EX-99.2 — UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION AS OF MARCH 31, 2026, FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND FOR THE YEAR ENDED DECEMBER 31, 2025

EX-99.2

Filename: ea029728601ex99-2.htm · Sequence: 4

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION OF

LQR HOUSE INC.

Description of the Fusion Five Transaction

On April 11, 2026, LQR House

Inc. (the “Company” or “LQR”) entered into a share purchase agreement (the “Share Purchase

Agreement”) with Dean Shields (the “Seller”) to acquire all of the issued and outstanding ordinary shares of

Fusion Five Continents Securities Limited (the “Target” or “Fusion Five”), a New Zealand financial services

company operating an AI-powered cross-border securities trading platform with proprietary USDT-based funding and settlement

capabilities.

Pursuant to the Share Purchase

Agreement, the Company agreed to acquire Fusion Five through multiple closings for aggregate contractual consideration of up to $126.88

million, payable in USDT. For purposes of the accompanying unaudited pro forma condensed combined financial information, the Company reflects

the accounting impact of the completed acquisition transactions, including the acquisition of a controlling interest in Fusion Five, in

accordance with ASC 805, Business Combinations.

The Target operates as a cross-border securities trading intermediary,

providing clients with access to Hong Kong and U.S. equity markets through an integrated operational framework. A distinctive feature

of the Target’s business is its capability to support USDT deposit and settlement for securities trading, supported by AI-driven operational

empowerment. Through a partnership with a licensed Hong Kong securities broker, the Target connects approximately 4,000 investors to global

equity markets, with USDT functioning as both the funding instrument and the settlement layer. The Target recorded revenue of approximately

$20,561 and net loss of approximately $74,562 for the year ended March 31, 2026.

Pursuant to the Share Purchase Agreement, the Company agreed to purchase,

and the Seller agreed to sell, all of the issued and outstanding ordinary shares of the Target, in multiple closings. On April 24, 2026,

the Company completed the initial closing, acquiring 2,400 ordinary shares, representing 24% of the Target’s outstanding shares,

for a purchase price of $28.08 million payable in USDT. Prior to obtaining control, the Company accounted for its 24% ownership interest

as an equity investment. On June 1, 2026, the Company completed the second closing, acquiring an additional 3,000 ordinary shares, representing

30% of the Target’s outstanding shares, for a purchase price of $39.0 million payable in USDT. Following the second closing, the

Company owned 5,400 shares, representing 54% of the outstanding shares, and obtained control of Fusion Five. Accordingly, the Company

accounted for the transaction as a business combination achieved in stages under ASC 805, with June 1, 2026 representing the acquisition

date for accounting purposes. Subsequent closings to acquire the remaining 4,600 ordinary shares, representing 46% of the outstanding

shares, for an aggregate purchase price of $59,800,000, are subject to contractual and regulatory conditions.

On May 20, 2026, LQR entered into a Note Purchase Agreement providing

borrowing commitments of up to US$60.0 million. The unsecured notes bear interest at 6.0% per annum and mature on May 20, 2028. For purposes

of the accompanying unaudited pro forma condensed combined financial information, management assumed that US$40.0 million was drawn under

the Note Purchase Agreement to finance the second closing purchase consideration. The remaining US$20.0 million borrowing commitment was

not drawn and therefore is not reflected in the accompanying unaudited pro forma condensed combined financial information.

The following unaudited pro

forma condensed combined financial statements should be read in conjunction with (i) the historical financial statements and accompanying

notes of LQR included in the Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed with the SEC on May 15, 2026,

and the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026, (ii) the audited financial

statements of Fusion Five for the year ended March 31, 2026, included as an Exhibit to the Current Report on Form 8-K to which this Exhibit

is attached (the “Current Report”), and (iii) the accompanying notes to the unaudited pro forma condensed combined financial

statements included below

The Unaudited Pro Forma Condensed Combined Financial Statements

The unaudited pro forma condensed combined balance

sheet combines the historical balance sheets of LQR and Fusion Five as of March 31, 2026 and gives effect to the Transaction as if the

acquisition had occurred on March 31, 2026. The pro forma adjustments reflect the application of the acquisition method of accounting

under U.S. generally accepted accounting principles (“GAAP”) and the assumptions described in the accompanying notes. The

unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and the three months ended March

31, 2026 combine the historical results of LQR and Fusion Five for such periods and give effect to the Transaction as if the acquisition

had occurred on January 1, 2025 for purposes of presenting the pro forma results of operations. The pro forma adjustments include adjustments

required under Regulation S-X Article 11. Collectively, these adjustments are referred to as the “Pro Forma Adjustments.”

The accompanying unaudited pro forma condensed combined financial statements include transaction accounting adjustments required to reflect

the acquisition accounting under ASC 805 and financing arrangements related to the Transaction.

The following unaudited pro forma condensed combined

financial statements are provided for illustrative and informational purposes only and do not purport to represent or be indicative of

the actual results of operations or financial condition, and should not be construed as representative of the future results of operations

or financial condition of the Combined Company.

The unaudited pro forma condensed combined financial

information is based on the assumptions and pro forma adjustments that are described in the accompanying notes. Differences between these

preliminary estimates and the final accounting expected to be completed during the measurement period may occur, and such differences

could have a material impact on the accompanying unaudited pro forma condensed combined financial information. And such differences could

have a material impact on the accompanying unaudited pro forma condensed combined financial information.The pro forma adjustments do not

necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Transaction occurred

on the dates indicated. Differences between these preliminary estimates and the final accounting expected to be completed after the Closing

may occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial

information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or

other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma condensed combined

financial information is not necessarily indicative of the financial position or results of operations in the future periods or the result

that actually would have been realized had LQR and Fusion Five been a combined organization during the specified periods. The actual results

reported in periods following the Closing may differ significantly from those reflected in the unaudited condensed combined pro forma

financial information presented herein for a number of reasons, including, but not limited to, differences in the assumptions used to

prepare this unaudited pro forma condensed combined financial information.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial

information has been prepared by management of LQR and management of Fusion Five in accordance with Regulation S-X Article 11, “Pro

Forma Financial Information,” as amended by the final rule, “Amendments to Financial Disclosures About Acquired and Disposed

Businesses,” as adopted by the U.S. Securities and Exchange Commission (the “SEC”) on May 21, 2020 (“Article 11”),

and is presented in U.S. dollars. The historical financial statements of LQR and Fusion Five have been prepared in accordance with generally

accepted accounting principles in the United States. The unaudited pro forma condensed combined financial information has been prepared

based on information available as of March 31, 2026. The preparation of the pro forma adjustments requires management to make estimates

and assumptions, including estimates related to the preliminary purchase price allocation and the fair value of assets acquired and liabilities

assumed. Such estimates are based on information currently available, including a preliminary valuation prepared by an independent valuation

specialist.

Pro Forma Adjustments

The pro forma adjustments are based on management’s

preliminary estimates and assumptions. The preliminary purchase price allocation reflected herein was prepared based on a preliminary

valuation performed by an independent valuation specialist. The preliminary purchase price allocation includes estimates of the fair values

of assets acquired and liabilities assumed and goodwill. The purchase price allocation is preliminary

and remains subject to adjustment during the measurement period under ASC 805, Business Combinations.

Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2026

(Unaudited)

Historical

Pro Forma

LQR

Fusion Five

Adjustments

Note

Combined

ASSETS

Current Assets

Cash and cash equivalents

$ 4,444,975

$ -

$ (2,703,777 )

(a)

$ 1,741,198

Cash held on behalf of clients

1,681,816

Accounts receivable

8,440

Advance for investment in joint venture

3,824,000

(3,824,000 )

(a)

Advance payment to distributor

3,279,000

(3,279,000 )

(a)

Prepaid expenses

295,182

Due from related party

2,852,215

(2,603,223 )

(a)

248,992

Digital Assets - External trust company

1,469,840

Short-term investment - Broker dealer

18,737,527

Prepayment - Software subscription and related support services

22,872

Security deposit

19,450

Total Current Assets

14,723,262

21,912,055

(12,410,000 )

24,225,317

Non-Current Assets

Property and equipment, net

295,136

Deferred offering costs

283,950

Investment in joint ventures

14,670,000

(14,670,000 )

(a)

Goodwill

130,032,467

(a)

130,032,467

Total Non-Current Assets

15,249,086

115,362,467

130,611,553

TOTAL ASSETS

$ 29,972,348

$ 21,912,055

$ 102,952,467

$ 154,836,870

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

LIABILITIES

Current Liabilities

Payables - client funds

$ -

$ 1,681,816

$ -

$ 1,681,816

Accounts payable

135,464

Accrued and other payables

1,069,714

600,000

(b)

1,669,714

Accrued and other payables, related party

337,320

95,620

432,940

Payables - Broker-dealers

18,737,527

Payables – External trust company

1,469,840

Contract liabilities

12,181

Total Current Liabilities

1,554,679

21,984,803

600,000

24,139,482

Non-Current Liabilities

Note payable

40,000,000

(a)

40,000,000

Total Non-Current Liabilities

40,000,000

TOTAL LIABILITIES

1,554,679

21,984,803

40,600,000

64,139,482

Commitments and Contingencies

SHAREHOLDERS’

EQUITY (DEFICIT)

Common stock, $0.0001 par value, 1,500,000,000 shares authorized, 21,371,656 and 21,366,209 shares issued and outstanding as of March 31, 2026

2,137

Ordinary shares, no par value; 10,000 shares issued and outstanding as of March 31, 2026

Additional paid-in capital

97,707,337

Treasury stock

(547,415 )

(Accumulated deficit) Retained earnings

(68,744,390 )

(74,562 )

3,566,756

(a)

(65,252,196 )

Accumulated other comprehensive income (loss)

1,814

(1,814 )

Total Shareholders’ Equity (Deficit)

28,417,669

(72,748 )

3,564,942

31,909,863

Non-controlling interest

58,787,525

(a)

58,787,525

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

$ 29,972,348

$ 21,912,055

$ 102,952,467

$ 154,836,870

The accompanying notes are

an integral part of these unaudited pro forma condensed combined financial statements.

Pro Forma Condensed Combined Statement of Operations

For the three months ended March 31, 2026

(Unaudited)

Historical

Pro Forma

LQR

Fusion Five

Adjustments

Note

Combined

REVENUE

$ 222,683

$ 12,530

$ 235,213

COST OF REVENUE

(244,919 )

(21,719 )

(266,638 )

GROSS LOSS

(22,236 )

(9,189 )

(31,425 )

OPERATING EXPENSES

Selling and marketing expenses

(105,000 )

General and administrative expenses

(2,780,900 )

(26,142 )

(2,807,042 )

Total Operating Expenses

(2,885,900 )

(26,142 )

(2,912,042 )

OPERATING LOSS

(2,908,136 )

(35,331 )

(2,943,467 )

OTHER INCOME(EXPENSES)

Interest expense

(600,000 )

(b)

(600,000 )

Other income

1,993,167

1,993,174

Total other income (expenses), net

1,993,167

(600,000 )

1,393,174

LOSS BEFORE INCOME TAXES

(914,969 )

(35,324 )

(600,000 )

(1,550,293 )

NET LOSS FROM OPERATIONS BEFORE INCOME TAX EXPENSE

(914,969 )

(35,324 )

(600,000 )

(1,550,293 )

Income tax expense

NET LOSS

$ (914,969 )

$ (35,324 )

(600,000 )

$ (1,550,293 )

Net loss per share - basic

$ (0.04 )

$ (0.07 )

Net loss income per share - diluted

$ (0.04 )

$ (0.07 )

Weighted average common shares outstanding - basic

21,366,209

Weighted average common shares outstanding - diluted

21,366,209

The accompanying notes are an integral part of these unaudited pro

forma condensed combined financial statements.

Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2025

(Unaudited)

Historical

Pro Forma

LQR (Audited)

Fusion Five

Adjustments

Note

Combined

REVENUE

$ 1,564,823

$ 8,031

$ -

$ 1,572,854

COST OF REVENUE

(1,395,524 )

(18,461 )

(1,413,985 )

GROSS PROFIT (LOSS)

169,299

(10,430 )

158,869

OPERATING EXPENSES

Selling and marketing expenses

(643,608 )

General and administrative expenses

(10,954,346 )

(28,818 )

(10,983,164 )

Total Operating Expenses

(11,597,954 )

(28,818 )

(11,626,772 )

OPERATING LOSS

(11,428,655 )

(39,248 )

(11,467,903 )

OTHER INCOME(EXPENSES)

Impairment of investment

(1,127,500 )

Legal settlement expense

(13,000,000 )

Interest expense

(2,400,000 )

(b)

(2,400,000 )

Other income

33,537

33,547

Total other (expenses), net

(14,093,963 )

(2,400,000 )

(16,493,953 )

LOSS BEFORE INCOME TAXES

(25,522,618 )

(39,238 )

(2,400,000 )

(27,961,856 )

Income tax expense

NET LOSS

$ (25,522,618 )

$ (39,238 )

$ (2,400,000 )

$ (27,961,856 )

Net loss per share - basic

$ (3.51 )

$ (3.84 )

Net loss income per share - diluted

$ (3.51 )

$ (3.84 )

Weighted average common shares outstanding - basic

7,281,549

Weighted average common shares outstanding - diluted

7,281,549

The accompanying notes are an integral part of these unaudited pro

forma condensed combined financial statements.

1. Basis of Presentation

The unaudited pro forma condensed combined financial

statements are based on the historical consolidated financial statements of LQR and the historical financial statements of Fusion Five,

after giving effect to the Transaction using the acquisition method of accounting in accordance with Accounting Standards Codification

Topic 805, Business Combinations (“ASC 805”) and applying the assumptions and adjustments described in the accompanying

notes. The Transaction represents a business combination achieved in stages. Prior to obtaining control, the Company held a 24% equity

interest in Fusion Five. Upon obtaining control on June 1, 2026, the Company remeasured its previously held equity interest at its acquisition-date

fair value and recognized any resulting gain or loss in accordance with ASC 805. The preliminary purchase price allocation reflects the

fair value of the previously held equity interest, consideration transferred for the additional 30% interest acquired, and the fair value

of the non-controlling interest.

2. Accounting Policies

Management has performed a preliminary comparison

of the accounting policies of LQR and Fusion Five and has identified no material differences that would require adjustment in connection

with the preparation of these pro forma financial statements. The significant accounting policies of each entity are described below.

Following the Closing, a more detailed review and comparison of the two companies’ accounting policies will be performed, and additional

differences may be identified that could have a material impact on the combined entity’s consolidated financial statements. As a result,

additional differences between the accounting policies of the two companies may be identified that, when conformed, could have had a material

impact on the accompanying unaudited pro forma condensed combined financial information.

Fusion Five’s significant accounting policies

include revenue recognition for platform service fees and transaction-based commissions, accounting for client funds held on behalf of

customers and corresponding client funds payable, restricted cash, and foreign currency translation.

LQR’s significant accounting policies include

revenue recognition for product sales and marketing services, property and equipment, equity method investments, and general corporate

operating expenses.

The Company accounted for the Transaction as a

business combination achieved in stages under ASC 805.

3. Preliminary Purchase Consideration Allocation

Purchase Consideration

Pursuant to the Share Purchase Agreement dated

April 11, 2026, LQR agreed to acquire all of the issued and outstanding ordinary shares of Fusion Five through multiple closings.

The Company accounted for the acquisition as a

business combination under ASC 805. The purchase price allocation was prepared using the acquisition method of accounting based upon the

preliminary valuation prepared by an independent valuation specialist.

Consideration transferred-30% interest

$ 39,000,000

Fair value of non-controlling interest

58,787,525

Fair value of previously held 24% equity interest

32,286,055

Total value of combined interest

130,073,580

In accordance with ASC 805-30-30-1, the total

acquisition-date fair value consists of (i) consideration transferred, (ii) the fair value of the non-controlling interest and (iii) the

acquisition-date fair value of the previously held equity interest.

Sources of Funding

The purchase consideration for the completed acquisitions

was funded through a combination of previously advanced investments, settlement of amounts previously paid and borrowings under the Note

Purchase Agreement.

Recovery of investment in joint venture

$ 14,670,000

Recovery of advance for investment in joint venture

3,824,000

Recovery of advance payment to distributor

3,279,000

Recovery of due from related party

2,603,223

Cash and cash equivalents

3,703,777

Notes payable

40,000,000

Total Funding

68,080,000

The Note Purchase Agreement executed on May 20,

2026 provides aggregate borrowing commitments of up to US$60.0 million. For purposes of the accompanying unaudited pro forma condensed

combined financial information, management assumed that US$40.0 million was drawn to finance the second closing purchase consideration.

The remaining US$20.0 million commitment remained undrawn and therefore has not been reflected in the accompanying unaudited pro forma

condensed combined financial information.

Preliminary Purchase Price Allocation

The following table summarizes the preliminary

allocation of the purchase consideration based upon management’s current estimate of the acquisition-date fair values of the identifiable

assets acquired and liabilities assumed.

Assets acquired

Cash and cash equivalents

$ 50,830

Cash held on behalf of clients

2,358,804

Total assets

$ 2,409,634

Total liabilities assumed

Client funds payable

$ 2,358,804

Tax provision

9,717

Net identifiable assets acquired

$ 41,113

Total value of combined interest

130,073,580

Goodwill

$ 130,032,467

4. Pro Forma Adjustments

The pro forma adjustments are based on management’s

preliminary estimates and assumptions. Actual results may differ significantly from such preliminary estimates and assumptions.

The pro forma adjustments included in the unaudited

pro forma condensed combined balance sheet as of March 31, 2026 are as follows:

(a) To reflect the preliminary acquisition accounting for the acquisition

of Fusion Five using the acquisition method of accounting prescribed by ASC 805, Business Combinations. The adjustment reflects (i) the

recognition of the acquisition-date fair value of the Company’s previously held 24% equity interest, (ii) the settlement of previously

recorded investments and advances that formed part of the acquisition consideration, including the investment in joint venture, advance

for investment in joint venture, advance payment to distributor, and due from related party, with the remaining funding sourced from the

Company’s cash and cash equivalents, (iii) the recognition of preliminary goodwill of approximately $130.032 million, (iv) the recognition

of the non-controlling interest at its acquisition-date fair value of approximately $58.788 million, and (v) the elimination of Fusion

Five’s historical equity balances in accordance with ASC 805. No separately identifiable intangible asset or related deferred tax liability

is recognized in the preliminary purchase price allocation.

The purchase price allocation is preliminary and

remains subject to refinement during the measurement period prescribed by ASC 805.

(b) To reflect financing associated with the second

closing of the acquisition under the Note Purchase Agreement dated May 20, 2026. The adjustment includes recognition of $40.0 million

of unsecured Notes payable, recognition of $0.6 million of accrued interest payable, representing three months’ interest accrued at the

contractual rate of 6.0% per annum as of March 31, 2026, and recognition of $2.4 million of annual interest expense in the unaudited pro

forma condensed combined statement of operations, assuming the Notes had been outstanding for the entire fiscal year. The accrued interest

payable is presented within accrued and other payables in the accompanying unaudited pro forma condensed combined balance sheet.

The pro forma adjustments included in the

unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and the year ended December

31, 2025 are as follows:

No additional pro forma adjustments were made

to the historical operating results of Fusion Five. The pro forma statements of operations include Fusion Five’s historical results for

the periods presented and reflect the estimated interest expense associated with the financing used to fund the acquisition.

GRAPHIC

Filename: ea029728601_ex23-1img1.jpg · Sequence: 5

Binary file (11920 bytes)

Download ea029728601_ex23-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.1

Cover

Apr. 11, 2026

Cover [Abstract]

Document Type

8-K/A

Amendment Flag

true

Amendment Description

This

Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) amends the Current Report on Form 8-K filed by

LQR House Inc. (the “Company”) with the U.S. Securities and Exchange Commission on April 15, 2026 (the “Original

Report”), which reported, among other matters, the Company’s entry into a Share Purchase Agreement (the “Agreement”)

with Fusion Five Continents Securities Limited, a New Zealand limited company (the “Target”), and Dean Shields, as

seller, pursuant to which the Company agreed to acquire all of the issued and outstanding shares of the Target in multiple closings.

Document Period End Date

Apr. 11, 2026

Entity File Number

001-41778

Entity Registrant Name

LQR House Inc.

Entity Central Index Key

0001843165

Entity Tax Identification Number

86-1604197

Entity Incorporation, State or Country Code

Entity Address, Address Line One

6538 Collins Ave. Suite 344

Entity Address, City or Town

Miami Beach

Entity Address, State or Province

Entity Address, Postal Zip Code

33141

City Area Code

786

Local Phone Number

389-9771

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value per share

Trading Symbol

YHC

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Description of changes contained within amended document.

+ References

No definition available.

+ Details

Name:

dei_AmendmentDescription

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration