UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended: June 30, 2026 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
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If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates: N/A
PART I — REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
| 6538 Collins Ave. Suite 344 |
Address of Principal Executive Office (Street
and Number)
| Miami Beach, Florida 33141 |
City, State and Zip Code
PART II — RULES 12B-25(B) AND (C)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
LQR House Inc. (the “Company”)
has determined that it is unable to file with the U.S. Securities and Exchange Commission (the “SEC”) its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2026 (the “Quarterly Report”) within the prescribed time period
without unreasonable effort or expense. The Company requires additional time to complete the procedures relating to its quarter-end reporting
process, including procedures associated with the financial reporting and accounting for the Company’s recent acquisition of Fusion
Five Continents Securities Limited. The Company has dedicated significant resources to completing the Quarterly Report and is working
diligently to complete the necessary work to file the Quarterly Report as soon as practicable. The Company expects to file the Quarterly
Report within the five-calendar-day extension period provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
PART IV — OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification |
| Sean Dollinger |
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(786) |
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389-9771 |
| (Name) |
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(Area Code) |
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(Telephone Number) |
| (2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
☒ Yes
☐ No |
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| (3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
☒ Yes
☐ No |
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If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
The Company is not currently able to provide a
reasonable quantitative estimate of the anticipated change because it has not completed the preparation and review of its financial statements
for the quarter, which remain subject to change. The Company anticipates that a significant change in results of operations from the corresponding
period of the prior fiscal year will be reflected in the Quarterly Report, primarily due to changes in product and service revenues, gross
profit, and operating expenses. A more detailed discussion of the Company’s results of operations will be included in Management’s
Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-Q. |
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LQR House Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: August 14, 2026 |
By: |
/s/ Sean Dollinger |
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Name: |
Sean Dollinger |
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Title: |
Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive
officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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