LQR House Inc.

8-K · ea0293191-8k_lqr.htm iXBRL

0001843165

 2026-06-01
 2026-06-01

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 xbrli:shares

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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)

  

 1  

  

  

 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

  

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