Item 5. Other Information
ITEM 5. OTHER INFORMATION
On August 15, 2024, the Company received a subpoena from the SEC, as referenced in the SEC’s letter dated August 15, 2024. The subpoena requests the production of documents beginning on that date. The Company is cooperating with the investigation and has produced, and will continue to produce, documents that it believes are responsive to the SEC’s requests. The SEC has not notified the Company of the substantive reasons for the SEC’s action. The SEC’s action does not constitute formal litigation; however, it is believed that the investigation is nearing the end of the SEC’s initial stage of review. It is too early to determine whether the SEC intends to commence any enforcement action relating to the Company or any person affiliated with the Company. No assurance can be given regarding the outcome of the investigation or its potential impact on the Company..
29
ITEM
6. EXHIBITS
Exhibit
No.
Description
2.1
Plan
of Conversion of LQR House Inc., dated as of March 2, 2026 (incorporated by reference to Exhibit 2.1 of the Company’s Current
Report on Form 8-K filed with the SEC on March 6, 2026).
3.1
Delaware
Certificate of Conversion of LQR House Inc. as filed with the Delaware Secretary of State on March 2, 2026 (incorporated by reference
to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2026).
3.2
Delaware
Certificate of Incorporation of LQR House Inc. as filed with the Delaware Secretary of State on March 2, 2026 (incorporated by reference
to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2026).
3.3
Delaware
Bylaws of LQR House dated as of March 2, 2026 (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on
Form 8-K filed with the SEC on March 6, 2026).
10.1
Share
Purchase Agreement, dated April 11, 2026, by and among LQR House Inc., Fusion Five Continents Securities Limited and Dean Shields
(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2026).
31.1*
Certification
of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification
of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2**
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension
Schema Document
101.CAL
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension
Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension
Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
104
Cover Page Interactive
Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed
herewith.
** Furnished
herewith.
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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: May 15, 2026
By:
/s/ Sean Dollinger
Sean Dollinger
Chief Executive Officer
(Principal Executive Officer)
Date: May 15, 2026
By:
/s/ Kumar Abhishek
Kumar Abhishek
Chief Financial Officer
(Principal Financial and Accounting Officer)
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.