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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 1, 2026
LQR
HOUSE INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41778 |
|
86-1604197 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
6538
Collins Ave. Suite 344
Miami
Beach, Florida |
|
33141 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(786)
389-9771
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.0001 par
value per share |
|
YHC |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K filed by LQR House Inc. (the “Company”) with the Securities
and Exchange Commission on April 15, 2026 (the “Prior 8-K”), on April 11, 2026, the Company entered into a
Share Purchase Agreement (the “Agreement”) with Fusion Five Continents Securities Limited, a New Zealand limited
company (the “Target”), and Dean Shields as the seller, pursuant to which the Company agreed to acquire all
of the issued and outstanding shares of the Target in multiple closings.
Pursuant
to the Agreement, on June 1, 2026, the Company consummated an additional closing under the Agreement and acquired an additional 3,000
shares of the Target, representing 30% of the issued and outstanding shares of the Target, for aggregate consideration equal to $39,000,000,
payable in Tether (USDT).
Following
the consummation of the additional closing on June 1, 2026, the Company owns an aggregate of 5,400 shares of the Target, representing
54% of the issued and outstanding shares of the Target.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Share Purchase Agreement, which was filed as Exhibit 10.1 to the Prior 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
June 2, 2026, the Company issued a press release announcing the additional closing under the Agreement. A copy of the press release is
furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The
information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall
it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are furnished with this Form 8-K:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated June
2, 2026. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
LQR HOUSE INC. |
| |
|
|
| Dated: June 2, 2026 |
By: |
/s/ Sean
Dollinger |
| |
Name: |
Sean Dollinger |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
FOR
IMMEDIATE RELEASE
June
2, 2026
LQR
House Inc. Closes Additional 30% Interest in Fusion Five Continents
Securities, Crossing Majority Ownership of an AI-Powered Cross-Border
Brokerage Built on USDT Settlement Infrastructure
Acquisition
lifts LQR House through the 50% threshold in a regulated brokerage that combines AI-driven research, automated trading, and large language
models with USDT-based funding and settlement infrastructure, as well as a research agenda extending into quantum technologies, across
U.S. and Hong Kong equity markets. Consideration of $39 million in USDT advances the multi-tranche acquisition first announced in April
2026, and closing triggers consolidation of Fusion Five's profitable financial results into LQR House's reported earnings.
MIAMI
BEACH, FL / ACCESSWIRE / June 2, 2026 — LQR House Inc. (NASDAQ: YHC) (the “Company” or “LQR House”) today
announced that it closed yesterday on the acquisition of an additional 30% equity interest in Fusion Five Continents Securities (“Fusion
Five Continents” or “Fusion Five”), a New Zealand licensed brokerage operating an AI-powered investment platform with
proprietary USDT-based funding and settlement capabilities and a research agenda advancing toward quantum technologies. The closing builds
on the Company's previously announced initial 24% acquisition and lifts LQR House's aggregate ownership through the 50% threshold, a
milestone that establishes LQR House as the controlling shareholder of Fusion Five and is expected to result in consolidation of Fusion
Five’s results into the Company’s financial reporting.
The
incremental 30% interest was acquired for $39 million, payable in USDT in accordance with the terms of the underlying Share Purchase
Agreement. The valuation reflects, among other factors, the elimination of the discount for lack of control (DLOC) that applied to the
initial minority tranche.
A
Cross-Border Investment Platform at the Convergence of AI and Stablecoin Infrastructure
Fusion
Five Continents is a licensed financial services firm operating an integrated digital investment platform through which customers fund
their accounts and access a curated range of investment products. Conventional brokerages execute orders. Fusion Five, in addition to
executing orders, delivers AI-driven research, automated portfolio optimization, and stablecoin-settled funding and clearance, in a single
environment. The Company believes this combination positions Fusion Five at the intersection of digital finance, global capital markets,
and USD stablecoin infrastructure.
How
AI Powers the Fusion Five Platform
Fusion
Five layers institutional-grade technology onto a regulated brokerage. When a client navigates to a company's stock on the platform,
large language models have already read its latest filings and recent media coverage and distilled them into a single intelligence score.
The platform's portfolio builder accepts plain-language goals or numerical targets for risk, drawdown, and return, and then constructs
an allocation from four institutional methodologies, stress-tested against historical market scenarios and backtested for downside protection.
Underlying all of it is a research engine that applies natural language processing and large-scale investor-behavior data to alpha generation
across U.S. and Hong Kong equity markets.
In
plain terms, Fusion Five executes its clients' trades and, at the same time, delivers the kind of AI-driven research, automated trading
analytics, and portfolio suggestions that have historically been confined to professional hedge funds.
The
Road to Quantum Technologies
The
platform's research and development team comprises postdoctoral researchers from the Oxford-Man Institute of Quantitative Finance and
Singapore Management University, alongside PhDs from Tsinghua University, the University of Warwick, and KTH Royal Institute of Technology,
with active industry links to Man Group's Man Numeric, Ant Fund, and Alipay. Beyond the AI, machine learning, and quantitative research
capabilities already in production, this research and development team is advancing Fusion Five along a deliberate quantum roadmap. Near-term
work includes quantum-inspired methods deployable on classical infrastructure today, including alternative approaches to portfolio optimization
and execution efficiency. Longer-term work includes research into quantum algorithms for portfolio construction, quantum machine learning
for predictive modeling, and the disciplined benchmarking of these methods against classical systems to identify areas of genuine quantum
advantage. The Company views quantum readiness across architecture, governance, and research agenda as foundational to next-generation
trading platforms as quantum technologies mature.
Stablecoin-Settled
Access to Global Equity Markets
A
defining feature of Fusion Five is its ability to facilitate USDT-based funding for securities trading, a capability that is not commonly
available among financial intermediaries serving Asian markets. Through a partnership with a licensed Hong Kong securities broker, Fusion
Five connects an existing base of approximately 4,000 investors to Hong Kong and U.S. equity markets, with USDT functioning as both the
funding instrument and the settlement layer. For Chinese and Asian investors holding meaningful capital in digital assets and seeking
exposure to global equities, Fusion Five represents one of the cleaner regulated bridges between the two.
The
model also aligns with the current direction of U.S. regulatory policy. Recent U.S. policy developments have indicated increasing institutional
focus on USD stablecoin infrastructure as a mechanism to extend dollar dominance in global finance. Fusion Five's use of USDT as the
settlement layer for equity market access aligns the platform with broader trends toward integration of stablecoin infrastructure into
financial markets.
LQR
House gains this exposure through ownership of a regulated operating business rather than through direct holdings of digital assets,
which the Company believes provides positioning at the convergence of stablecoins and global capital markets without the balance sheet
volatility that has complicated other crypto-adjacent strategies for public companies.
Profitable
Operating Business Joining LQR House's Consolidated Results
Fusion
Five is operating profitably and has demonstrated product-market fit, as reflected in its most recent audited financial statements. Going
forward, those results will be consolidated into LQR House's financial statements. Given that Fusion Five is an established and profitable
operating business, and that LQR House's historical operations have run at a loss, the Company believes that consolidation will contribute
favorably to its reported financial performance in future periods, with substantial runway for Fusion Five to broaden its customer base
and deepen its product offering.
“This
next step in our acquisition of Fusion Five Continents is a defining moment for LQR House and our shareholders,” said Sean Dollinger,
Chief Executive Officer of LQR House. “Fusion Five sits at a rare intersection: a regulated, profitable brokerage that has built
a genuine AI investment platform, with proprietary USDT-based settlement infrastructure that bridges the digital asset economy to global
equity markets. We have crossed into majority ownership of that platform without taking on the balance sheet exposure that has made other
crypto-adjacent strategies complicated for public companies. With the consolidation of Fusion Five's results into our financials, we
believe that shareholders will see a tangible and immediate improvement to the Company's bottom line. Fusion Five's growth trajectory
is just beginning, and the path toward full ownership positions LQR House to capture the full upside of that growth.”
About
LQR House Inc.
In
addition to its growing ownership of Fusion Five Continents Securities, as described above, LQR House intends to remain a prominent force
in the wine and spirits e-commerce sector, epitomized by its flagship alcohol marketplace, cwspirits.com. This platform seamlessly delivers
a diverse range of emerging, premium, and luxury spirits, wines, and champagnes from esteemed retail partners like Country Wine &
Spirits. Functioning as a technology-driven hub, LQR House utilizes software, data analytics, and artificial intelligence to elevate
the consumer experience. CWSpirits.com stands out as the go-to destination for modern, convenience-oriented shoppers, providing a curated
selection of alcohol products delivered to homes across the United States. Beyond its role in the e-commerce sector, LQR House is a marketing
agency with a specialized focus on the alcohol industry, measuring campaign success by directly correlating it with sales on CWSpirits.com.
Backed by an influential network of around 460 figures in the alcohol space, LQR House strategically drives traffic to CWSpirits.com,
enhancing brand visibility. With the addition of a controlling stake in Fusion Five Continents, LQR House now operates at the intersection
of digital finance, global capital markets, and consumer commerce.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding LQR House's strategic plans, the consolidation of Fusion Five Continents Securities into the Company's
financial results, expected contributions to the Company's bottom line, anticipated growth and product expansion at Fusion Five, the
performance and capabilities of the Fusion Five AI investment platform (including its AI-powered research, automated trading, quantitative
research, and large language model features), Fusion Five's research and development activities, the development and deployment of quantum-inspired
methods and future quantum computing capabilities, and the timing, performance, and commercial viability of those technologies, the operation
and acceptance of USDT-based funding and settlement infrastructure, the regulatory environment for stablecoins in the United States and
other jurisdictions, and market opportunities in cross-border securities trading. Certain statements herein may also constitute statements
regarding emerging technologies, including artificial intelligence, machine learning, large language models, stablecoin infrastructure,
and quantum computing initiatives, which involve additional technical, regulatory, operational, and commercialization risks. Forward-looking
statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “may,”
“will,” “should,” “plan,” “project,” “intend,” “estimate,” and
similar expressions. These statements are based on management's current expectations and are subject to risks and uncertainties that
could cause actual results to differ materially from those projected. There can be no assurance that the anticipated benefits of the
Fusion Five acquisition, including the contribution of Fusion Five's results to LQR House's consolidated financial performance, will
be realized on the timing or scale contemplated; that subsequent closings under the Share Purchase Agreement will occur on the timing
or terms described or at all; that the AI investment platform features described herein will perform as anticipated; that USDT or other
stablecoin infrastructure will continue to be accepted, regulated, or available in a manner consistent with current expectations; or
that LQR House will successfully expand Fusion Five's customer base or product offering. Factors that could cause actual results to differ
include, but are not limited to, regulatory approvals and changes (including with respect to digital assets, stablecoins, and cross-border
securities trading), market acceptance, competitive dynamics, technology and platform development risks, the accuracy and performance
of AI, large language model, and quantitative trading models, and macroeconomic conditions. Additional information concerning these and
other risk factors is contained in LQR House's filings with the U.S. Securities and Exchange Commission, including its most recent Annual
Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. This press release also includes statistics, data, and other information
regarding markets and industries that have been obtained from third-party sources, including industry publications and reports. While
LQR House believes these third-party sources to be reliable, the Company has not independently verified the data contained in such sources
and makes no representation as to their accuracy or completeness. LQR House undertakes no obligation to update any forward-looking statements
except as required by law.
Investor
and Media Contact:
info@lqrhouse.com
