Nature of Operations |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Nature of Operations [Abstract] | |
| NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS
LQR House Inc. (“LQR” or the “Company”) was incorporated on January 11, 2021, in the state of Delaware. On February 3, 2023, the Company changed its state of incorporation to the State of Nevada by merging into LQR House Inc., a Nevada corporation. On March 2, 2026, the Company reincorporated in the State of Delaware through a statutory conversion.
The Company operates in the beverage alcohol industry, owning specialty brands, providing marketing and distribution services. Through its wholly owned subsidiary LQR House Acquisition Corp., the Company operates CWSpirits.com (the “CWS Platform”), an e-commerce marketplace for spirits, wines, and champagnes serving customers throughout the United States through partnerships with licensed retail partners, including Country Wine & Spirits.
Through its wholly owned subsidiary SWOL Holdings Inc., incorporated in the State of Nevada on January 22, 2025, the Company develops and markets SWOL Tequila, a proprietary tequila brand. The Company also provides digital marketing services to alcohol industry brands.
Through its wholly-owned subsidiary YHC Online Limited, incorporated in Hong Kong in July 2025, the Company entered into joint venture agreements in December 2025 to cooperate in the creation and monetization of multi-channel network (“MCN”) content for digital platforms. In April 2026, all joint venture agreements were terminated and all amounts previously funded were returned in the form of digital assets and, together with digital assets from other sources, applied toward the consideration for the acquisition of Fusion Five Continents Securities Limited. See Note 8 — Investment in Joint Ventures and Note 4 — Business Combination.
On June 1, 2026, the Company obtained a controlling financial interest in Fusion Five Continents Securities Limited (“Fusion Five”), a New Zealand financial services company operating an AI-powered cross-border securities trading platform with proprietary USDT-based funding and settlement capabilities that enable clients internationally to buy and sell securities electronically and to fund their accounts using stablecoin deposits for the trading of Hong Kong and United States equities, through the acquisition of an aggregate 54% of Fusion Five’s issued and outstanding shares. The Company had held a 24% non-controlling equity interest in Fusion Five since April 24, 2026, accounted for under the equity method. Fusion Five’s results of operations, cash flows, and financial position have been consolidated with those of the Company beginning June 1, 2026, the date the Company obtained control. See Note 4 — Business Combination.
Reincorporation and Increase in Authorized Shares
On March 2, 2026, the Company’s stockholders approved the reincorporation of the Company from the State of Nevada to the State of Delaware, which was effected on the same date. In connection with the special meeting, stockholders also approved an increase in the number of authorized shares of common stock from 350,000,000 to 1,500,000,000 shares, par value $0.0001 per share.
Reverse Stock Split
On July 9, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-one hundred (1-for-100) reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”), which became effective at 12:01 a.m., Eastern Time, on July 13, 2026. Every 100 shares of issued and outstanding common stock were automatically combined into one issued and outstanding share; no fractional shares were issued, with any resulting fractional shares rounded up to the next whole share at the participant level.
The Reverse Stock Split occurred after June 30, 2026 but before the date these condensed consolidated financial statements were available to be issued. In accordance with ASC 260, Earnings Per Share, all share and per-share amounts presented in these condensed consolidated financial statements and accompanying notes, for all periods presented, have been retroactively adjusted to reflect the Reverse Stock Split. See Note 18 — Subsequent Events. |