2. GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred net losses since inception. For the six months ended June 30, 2026, the Company had net cash used in operating activities of $3,004,669. As of June 30, 2026, the Company had an accumulated deficit of $66,058,548 and net current liabilities of $10,117,162.

Management Plans

Between July 1, 2026 and July 8, 2026, the Company issued an aggregate of 1,088,503 shares of common stock pursuant to its at-the-market offering program for net proceeds of $7,316,687. Following these issuances, the Company had 130,383,799 shares of common stock issued and outstanding immediately prior to the Reverse Stock Split described below, equivalent to approximately 1,303,838 shares on a post-Reverse Stock Split-adjusted basis, before giving effect to the rounding of fractional shares at the participant level. All share amounts in this Note are presented on a post-Reverse Stock Split basis.

LQR Company entered into an at-the-market Sales Agreement with A.G.P./Alliance Global Partners on March 11, 2026, under which it could offer and sell shares of common stock having an aggregate offering price of up to $50,273,610, subject to market conditions and applicable securities law limitations and its plan to issue second round of ATM in the near future. As of the date of this financial statement dated August 19, 2026, shares having an aggregate offering price of $41,455,175 remain available for LQR to offer and sell under this Sales Agreement after issued first round of ATM amounting to $8,818,435 providing LQR with additional capacity to support future equity financing.

Based on the above factors, management believes that the Company’s current cash position, together with the availability of its at-the-market equity facility, will be sufficient to fund the Company’s operations and minimum obligations for at least the next 12 months from the date these unaudited condensed consolidated financial statements are available to be issued.

Notwithstanding the above, there can be no assurance that the Company will successfully complete the remaining closings of the acquisition of Fusion Five, obtain the required regulatory approvals, raise sufficient additional capital to fund the subsequent acquisition closings, or sustain profitability from its operations. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.