LQR House Inc.

Previous wording

Through our wholly owned subsidiary SWOL Holdings Inc., we develop and market SWOL Tequila. Through our wholly owned subsidiary YHC Online Limited, we entered into joint venture agreements in December 2025 to cooperate in the creation and monetization of multi-channel network content for digital platforms; subsequent to March 31, 2026, all such joint venture agreements were terminated. See Note 7 — Investment in Joint Ventures and Note 15 — Subsequent Events.

Current wording

Through our wholly owned subsidiary SWOL Holdings Inc., we develop and market SWOL Tequila. Through our wholly owned subsidiary YHC Online Limited, we entered into joint venture agreements in December 2025 to cooperate in the creation and monetization of multi-channel network content for digital platforms; in April 2026, all such joint venture agreements were terminated. See Note 8 — Investment in Joint Ventures and Note 4 — Business Combination.

Previous wording

On March 11, 2026, the Company entered into a sales agreement with A.G.P./Alliance Global Partners, pursuant to which the Company may sell shares of its common stock having an aggregate offering price of up to $50,273,610 from time to time in at-the-market transactions. The sales agent is entitled to a commission of 3.0% of gross proceeds per share sold. No shares had been sold under the agreement as of March 31, 2026.

Current wording

On March 11, 2026, the Company entered into a sales agreement with A.G.P./Alliance Global Partners, pursuant to which the Company may sell shares of its common stock having an aggregate offering price of up to $50,273,610 from time to time in at-the-market transactions. The sales agent is entitled to a commission of 3.0% of gross proceeds per share sold. During the three months ended June 30, 2026, the Company issued 1,619 shares of common stock under the agreement for net proceeds of $165,999.

Previous wording

In April 2026, all four joint venture agreements entered into in December 2025 by YHC Online Limited were terminated. In connection with the terminations, all amounts previously funded, aggregating $18,494,000, were returned to the Company in full.

Current wording

In April 2026, all four joint venture agreements entered into in December 2025 by YHC Online Limited were terminated. In connection with the terminations, all amounts previously funded, aggregating $18,494,000, were returned to the Company in the form of USDT, a digital asset, and, together with USDT received from other sources, applied toward the consideration for the acquisition of Fusion Five. See Note 4 — Business Combination.

Previous wording

In April 2026, both distribution and marketing service agreements entered into during 2025 with two Hong Kong entities were terminated. In connection with the terminations, all amounts previously paid under the agreements, aggregating $3,279,000, were returned to the Company in full.

Current wording

In April 2026, both distribution and marketing service agreements entered into during 2025 with two Hong Kong entities were terminated. In connection with the terminations, all amounts previously paid under the agreements, aggregating $3,279,000, were returned to the Company in the form of USDT, a digital asset, and, together with USDT received from other sources, applied toward the consideration for the acquisition of Fusion Five. See Note 4 — Business Combination.

Previous wording

On April 11, 2026, the Company entered into a share purchase agreement with Fusion Five Continents Securities Limited, a New Zealand limited company, and with its controlling shareholder, pursuant to which the Company agreed to acquire all of the issued and outstanding shares of the company in multiple closings, at a total consideration of $126,880,000, payable in Tether (USDT). The initial tranche, representing 24% of the outstanding shares, closed on April 11, 2026 for $28,080,000. The remaining 76% of outstanding shares are to be acquired at a second closing for $98,800,000, subject to receipt of required regulatory approvals. The Company expects to require additional financing to fund the second tranche consideration of $98,800,000. Failure to secure adequate financing could delay or prevent the consummation of the second closing. The acquisition, if fully consummated, would represent a significant use of capital, and the Company’s ability to meet its other operational and liquidity needs during the interim period will depend on its ability to raise additional funds.

Current wording

On April 11, 2026, the Company entered into a share purchase agreement with Fusion Five Continents Securities Limited, a New Zealand limited company, and with its controlling shareholder, pursuant to which the Company agreed to acquire all of the issued and outstanding shares of the company in multiple closings, at a total consideration of $126,880,000, payable in Tether (USDT). On April 24, 2026, the Company completed the initial closing, acquiring 24% of the outstanding shares for $28,080,000. On June 1, 2026, the Company completed an additional closing, acquiring a further 30% of the outstanding shares for $39,000,000, bringing its aggregate holding to 54% and obtaining control of Fusion Five, which has been consolidated from that date. The remaining 46% of the outstanding shares are to be acquired in one or more subsequent closings for $59,800,000, subject to receipt of required regulatory approvals. The Company expects to require additional financing to fund the remaining closings. Failure to secure adequate financing could delay or prevent the consummation of the remaining closings. The acquisition represents a significant use of capital, and the Company’s ability to meet its other operational and liquidity needs will depend on its ability to raise additional funds. See Note 4 — Business Combination.

Previous wording

Service revenues were $12,572 for the three months ended March 31, 2026, compared to $77,356 for the three months ended March 31, 2025, a decrease of $64,784, or approximately 84%. The decrease was primarily attributable to a significant reduction in marketing service engagements through the CWS Platform and lower Vault membership subscription revenue during the period as the Company continued to realign its service offerings.

Current wording

Service revenues were $3,781 for the three months ended June 30, 2026, compared to $15,319 for the three months ended June 30, 2025, a decrease of $11,538, or approximately 75 %. The decrease was attributable primarily to fewer marketing service engagements through the CWS Platform and lower Vault membership subscription revenue.

Previous wording

Product revenues were $210,111 for the three months ended March 31, 2026, compared to $351,984 for the three months ended March 31, 2025, a decrease of $141,873, or approximately 40%. The decline reflects continued lower customer traffic and order activity through the CWS Platform, consistent with management’s strategic decision to reduce customer acquisition spending and focus on profitability with the existing customer base rather than pursuing top-line growth.

Current wording

Product revenues were $304,416 for the three months ended June 30, 2026, compared to $483,209 for the three months ended June 30, 2025, a decrease of $178,793, or approximately 37 %. The decline reflects lower customer traffic and order activity through the CWS Platform, consistent with management’s strategic focus on profitability with the existing customer base rather than top-line growth.

Previous wording

For the three months ended March 31, 2026 and 2025, service cost of revenues were $13,553 and $1,400, respectively. The increase reflects a fixed cost retainer that commenced in July 2025, which has no corresponding expense in the 2025 period. The increase in service cost of revenue, combined with the significant decline in service revenues, resulted in a service gross loss of $981 in the 2026 period compared to service gross profit of $75,956 in the 2025 period.

Current wording

Service cost of revenues was $13,553 for the six months ended June 30, 2026, compared to $1,400 for the six months ended June 30, 2025, an increase of $12,153. The increase reflects a fixed cost retainer that commenced in July 2025, which has no corresponding expense in the 2025 period.

Previous wording

Gross loss was $22,236 for the three months ended March 31, 2026, compared to gross profit of $30,158 for the same period in 2025. The decrease was primarily attributable to the decline in service revenues and the increase in service cost of revenue described above, partially offset by the improvement in product gross loss.

Current wording

Gross profit was $23,666 for the six months ended June 30, 2026, compared to $114,664 for the six months ended June 30, 2025, a decrease of $90,998, or approximately 79%. The decrease was primarily attributable to the decline in product gross profit and the increase in service cost of revenue described above.

Previous wording

Sales and marketing expenses were $105,000 for the three months ended March 31, 2026, compared to $406,853 for the three months ended March 31, 2025, a decrease of $301,853, or approximately 74%. The decrease was primarily attributable to reduced advertising and promotional expenditures as the Company continued to execute its strategy of minimizing marketing spend.

Current wording

Sales and marketing expenses were $105,000 for the six months ended June 30, 2026, compared to $487,529 for the six months ended June 30, 2025, a decrease of $382,529, or approximately 78%. The decrease was primarily attributable to reduced advertising and promotional expenditures as the Company continued to execute its strategy of minimizing marketing spend.

Previous wording

Other income for the three months ended March 31, 2026 was $1,993,167, compared to $10,206 in the same period in 2025, increased of $1,982,961 primarily due to $1,944,603 of proceeds received under the Company’s directors and officers insurance policy, with no comparable amounts in the 2025 period.

Current wording

Other income was $1,994,404 for the six months ended June 30, 2026, compared to $11,606 for the six months ended June 30, 2025, an increase of $1,982,798. The increase was primarily due to $1,944,603 of proceeds received under the Company’s directors and officers insurance policy during the three months ended March 31, 2026, with no comparable amount in the 2025 period.

Previous wording

As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $4,444,975 and $5,975,408, respectively. To date, we have financed our operations primarily through issuances of common stock and sales of our products and services.

Current wording

As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $144,642 and $5,975,408, respectively, excluding cash held on behalf of clients of $316,932 as of June 30, 2026, representing client monies held in segregated accounts by Fusion Five Continents Securities Limited (“Fusion Five”). To date, we have financed our operations primarily through issuances of common stock and sales of our products and services.

Previous wording

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The indicators include: (i) net losses incurred since inception, including a net loss of $914.969 for the three months ended March 31, 2026; (ii) an accumulated deficit of $68,744,390 as of March 31, 2026; and (iii) net cash used in operating activities of $1,450,433 for the three months ended March 31, 2026. Management is actively monitoring its liquidity position and evaluating various strategies to address these conditions. See Note 2 — Going Concern.

Current wording

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The indicators include: (i) net losses incurred since inception; (ii) an accumulated deficit of $66,058,548 as of June 30, 2026; and (iii) cash and cash equivalents of $144,642 as of June 30, 2026, notwithstanding net income of $ 1,786,946 for the six months ended June 30, 2026, which was driven substantially by the non-cash gain on remeasurement of the previously held equity interest in Fusion Five and non-recurring insurance proceeds, rather than by cash generated from operations. Net cash used in operating activities was $3,004,669 for the six months ended June 30, 2026. Management is actively monitoring its liquidity position and evaluating various strategies to address these conditions. See Note 2 — Going Concern.

Previous wording

On March 11, 2026, the Company entered into a sales agreement with A.G.P./Alliance Global Partners, pursuant to which the Company may sell shares of its common stock having an aggregate offering price of up to $50,273,610 from time to time in at-the-market transactions. As of March 31, 2026, no shares had been sold under the agreement.

Current wording

On March 11, 2026, the Company entered into a sales agreement with A.G.P./Alliance Global Partners, pursuant to which the Company may sell shares of its common stock having an aggregate offering price of up to $50,273,610 from time to time in at-the-market transactions. Through June 30, 2026, the Company had issued 1,619 shares of common stock under the agreement for net proceeds of $165,999.

Previous wording

The following table presents selected captions from our consolidated statement of cash flows for the three months ended March 31, 2026 and 2025:

Current wording

The following table presents selected captions from our consolidated statement of cash flows for the six months ended June 30, 2026 and 2025:

Previous wording

Net cash used in operating activities for the three months ended March 31, 2026 was $1,450,433, compared to $6,619,373 for the three months ended March 31, 2025, a decrease in cash used of $5,168,940, or approximately 78%. The significant reduction was primarily attributable to the non-recurrence of $4,116,608 in cash payments made during Q1 2025 to settle accrued and other payables to related parties, representing retention, bonus, and settlement obligations that had been accrued in prior periods, with no comparable outflows arising during the three months ended March 31, 2026.

Current wording

Net cash used in operating activities was $3,004,969 for the six months ended June 30, 2026, compared to $8,263,348 for the six months ended June 30, 2025, a decrease in cash used of $4,718,109, or approximately 57%. The significant reduction was primarily attributable to the non-recurrence of $5,181,608 in cash payments made during the six months ended June 30, 2025 to settle accrued and other payables to related parties, representing retention, bonus, and settlement obligations that had been accrued in prior periods, compared to $134,787 of comparable payments during the six months ended June 30, 2026.

Previous wording

The most significant working capital movements during the three months ended March 31, 2026 were as follows:

Current wording

The most significant working capital movements during the six months ended June 30, 2026 were as follows:

Previous wording

Accrued and other payables increased by $86,975, driven by legal, audit, and consulting fees accrued during the quarter in connection with the Company’s SEC reporting obligations and ongoing corporate activities, which remained outstanding as of March 31, 2026.

Current wording

Accrued and other payables increased by $409,311, compared to a decrease of $542,309 in the corresponding 2025 period, reflecting legal, audit, and consulting fees accrued in connection with the Company’s SEC reporting obligations and ongoing corporate activities.

Previous wording

For the three months ended March 31, 2026, cash used in financing activities totaled $80,000, attributable to deferred offering costs related to the SWOL IPO. During the three months ended March 31, 2025, net cash provided by financing activities was $9,122,181, consisting of $4,051,415 from the exercise of outstanding warrants and $5,070,767 from the issuance of common stock pursuant to the Company’s at-the-market offering program.

Current wording

For the six months ended June 30, 2026, net cash used in financing activities was $454,571, compared to net cash provided by financing activities of $15,610,483 for the six months ended June 30, 2025. Financing activities during the six months ended June 30, 2026 consisted of net advances to related parties of $540,570 and $80,000 of deferred offering costs related to the SWOL IPO, partially offset by $165,999 of net proceeds from the issuance of common stock under the Company's at-the-market offering program. For the six months ended June 30, 2025, net cash provided by financing activities was $15,610,483, consisting of $11,559,068 from the issuance of common stock pursuant to the Company’s at-the-market offering program and $4,051,415 from the exercise of outstanding warrants.

Previous wording

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Current wording

As of June 30, 2026, we had no off-balance sheet arrangements that had or were reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.