UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(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):
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 5306 Six Forks Rd Ste 107 PMB1290 | ||
| 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:
(
(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 | ||
| The
|
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.
Explanatory Note
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.
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(d) Exhibits.
| Exhibit Number | Description | |
| 23.1 | Consent of Enrome LLP, the independent auditor of Fusion Five Continents Securities Limited | |
| 99.1 | ||
| 99.2 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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) | ||
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