LQR House Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS LQR HOUSE INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS As of As of June 30, December 31, 2026 2025 ASSETS (Unaudited) (Audited) Current assets: Cash and cash equivalents $ 144,642 $ 5,975,408 Cash held on behalf of clients 316,932 - Accounts receivable 9,129 23,946 Accounts receivable, related party - 232,283 Short-term investment - Broker dealer 7,189,557 - Digital assets 1,000,000 - Digital assets - External trust company 409,340 - Advance for investment in joint venture - 3,824,000 Advance payment to distributor - 3,279,000 Prepaid expenses 257,474 276,157 Due from related party 260,272 2,364,450 Other receivable 143,544 - Security deposit 19,450 19,450 Total current assets 9,750,340 15,994,694 Property and equipment, net - 312,163 Goodwill 130,154,809 - Right- of- use asset - 51,651 Deferred offering costs 283,950 203,950 Investment in joint ventures - 14,670,000 Total assets $ 140,189,099 $ 31,232,458 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 343,672 $ 76,519 Accrued and other payables 1,392,050 982,739 Accrued and other payables, related party 393,906 760,975 Contract liabilities 11,251 10,423 Payables - Client funds 316,932 - Payable - Broker dealer 7,189,557 - Payable - External trust company 409,340 - Due to related parties 60,454 6,713 Lease liability - 21,428 Total current liabilities 10,117,162 1,858,797 Notes payable 40,000,000 - Lease liability, non-current - 41,023 Total liabilities 50,117,162 1,899,820 Commitments and contingencies (Note 17) Stockholders’ equity: Common stock, $ 0.0001 par value, 1,500,000,000 shares authorized, 215,335 and 213,717 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 21 21 Additional paid-in capital 97,875,452 97,709,453 Treasury stock, at cost ( 54 shares) ( 547,415 ) ( 547,415 ) Accumulated deficit ( 66,058,548 ) ( 67,829,421 ) Accumulated other comprehensive loss ( 1,171 ) - Total LQR House Inc. stockholders’ equity 31,268,339 29,332,638 Non-controlling interest 58,803,598 - Total stockholders’ equity 90,071,937 29,332,638 Total liabilities and stockholders’ equity $ 140,189,099 $ 31,232,458 See the accompanying notes to the unaudited condensed consolidated financial statements 1 LQR HOUSE INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue - services $ 3,781 $ 15,319 $ 16,353 $ 92,675 Revenue - product 304,416 483,209 514,527 835,193 Revenue - brokerage 37,778 - 37,778 - Total revenues 345,975 498,528 568,658 927,868 Cost of revenue - services - - 13,553 1,400 Cost of revenue - product 295,333 414,022 526,699 811,804 Cost of revenue - brokerage 4,740 - 4,740 - Total cost of revenue 300,073 414,022 544,992 813,204 Gross profit 45,902 84,506 23,666 114,664 Operating expenses: General and administrative 1,263,129 2,207,612 4,044,029 4,230,773 Sales and marketing - 80,676 105,000 487,529 Total operating expenses 1,263,129 2,288,288 4,149,029 4,718,302 Loss from operations ( 1,217,227 ) ( 2,203,782 ) ( 4,125,363 ) ( 4,603,638 ) Other income (expense): Interest expense ( 263,014 ) - ( 263,014 ) - Loss on disposition of assets ( 25,136 ) - ( 25,136 ) - Gain on remeasurement of previously held equity interest 4,206,055 - 4,206,055 - Other income 1,237 1,400 1,994,404 11,606 Total other income 3,919,142 1,400 5,912,309 11,606 Income tax expense - - - - Net income (loss) 2,701,915 ( 2,202,382 ) 1,786,946 ( 4,592,032 ) Net income attributable to non-controlling interest 16,073 - 16,073 - Net income (loss) attributable to LQR House Inc. 2,685,842 ( 2,202,382 ) 1,770,873 ( 4,592,032 ) Other comprehensive loss, net of tax: Foreign currency translation adjustment ( 1,171 ) - ( 1,171 ) - Total other comprehensive loss ( 1,171 ) - ( 1,171 ) - Comprehensive income (loss) 2,700,744 ( 2,202,382 ) 1,785,775 ( 4,592,032 ) Less: comprehensive income attributable to non-controlling interest 16,073 - 16,073 - Comprehensive income (loss) attributable to LQR House Inc. 2,684,671 ( 2,202,382 ) 1,769,702 ( 4,592,032 ) Weighted average common shares outstanding - basic and diluted 214,148 19,988 213,905 13,135 Net income (loss) per common share attributable to LQR House Inc. - basic and diluted $ 12.54 $ ( 110.18 ) $ 8.28 $ ( 349.61 ) See the accompanying notes to the unaudited condensed consolidated financial statements 2 LQR HOUSE INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Common Stock Treasury Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Total LQR House Inc. Stockholders’ Equity Non-controlling Total stockholders’ Equity Shares Amount Shares Amount Capital Deficit Loss (deficit) Interest (deficit) Balances as of December 31, 2024 4,358 $ 0 ( 54 ) $ ( 547,415 ) $ 42,336,256 $ ( 42,306,803 ) $ - $ ( 517,961 ) $ - $ ( 517,961 ) Vesting of restricted stock units 8 0 - - 695,508 - - 695,508 - 695,508 Issuance of common stock pursuant to directors agreement 62 0 - - 283,679 - - 283,679 - 283,679 Issuance of common stock pursuant to ATM 4,135 0 - - 5,178,820 - - 5,178,820 - 5,178,820 Exercise of warrants 2,105 0 - - 4,051,415 - - 4,051,415 - 4,051,415 Effect of stock split 0 - - - - - - - - Net loss - - - - - ( 2,389,650 ) - ( 2,389,650 ) - ( 2,389,650 ) Balances as of March 31, 2025 10,668 0 ( 54 ) ( 547,415 ) 52,545,678 ( 44,696,453 ) - 7,301,811 - 7,301,811 Vesting of restricted stock units 8 0 - - 664,697 - - 664,697 - 664,697 Issuance of common stock pursuant to ATM 19,476 2 - - 6,380,246 - - 6,380,248 - 6,380,248 Issuance of common stock pursuant to consultant agreement 330 0 - - 47,520 - - 47,520 47,520 Net loss - - - - - ( 2,202,382 ) - ( 2,202,382 ) - ( 2,202,382 ) Balances as of June 30, 2025 30,482 $ 2 ( 54 ) $ ( 547,415 ) $ 59,638,141 $ ( 46,898,835 ) $ - $ 12,191,894 $ - $ 12,191,894 Balances as of December 31, 2025 213,717 $ 21 ( 54 ) $ ( 547,415 ) $ 97,709,453 $ ( 67,829,421 ) $ - $ 29,332,638 $ - $ 29,332,638 Net loss - - - - - ( 914,969 ) - ( 914,969 ) - ( 914,969 ) Balances as of March 31, 2026 213,717 ’ 21 ( 54 ) ( 547,415 ) 97,709,453 ( 68,744,390 ) - 28,417,669 - 28,417,669 Issuance of common stock pursuant to ATM 1,619 - - 165,999 - - 165,999 - 165,999 Net income (loss) attributable to LQR House Inc. - - - - - 2,685,842 - 2,685,842 - 2,685,842 Non-controlling interest recognized on acquisition of Fusion Five - - - - - - - - 58,787,525 58,787,525 Net income attributable to non-controlling interest - - - - - - - - 16,073 16,073 Foreign currency translation adjustment - - - - - - ( 1,171 ) ( 1,171 ) - ( 1,171 ) Balances as of June 30, 2026 215,335 $ 21 ( 54 ) $ ( 547,415 ) $ 97,875,452 $ ( 66,058,548 ) $ ( 1,171 ) $ 31,268,339 $ 58,803,598 $ 90,071,937 See the accompanying notes to the unaudited condensed consolidated financial statements 3 LQR HOUSE INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income (loss) $ 1,786,946 $ ( 4,592,032 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Stock based compensation - 220,200 Depreciation 17,027 - Vesting of restricted stock units - 1,360,205 Loss on disposal of property and equipment 25,136 - Gain on remeasurement of previously held equity interest ( 4,206,055 ) - Changes in operating assets and liabilities: Accounts receivable 14,817 ( 41,668 ) Accounts receivable, related party - ( 150,721 ) Prepaid expenses 32,720 115,157 Other receivable ( 143,544 ) Short-term investment - Broker dealer 1,067,610 - Digital Assets - External trust company 211,081 - Due to related party - 3,000 Accounts payable 267,153 510,093 Accounts payable, related party - 36,336 Accrued and other payables 409,311 ( 542,309 ) Accrued and other payables, related party ( 134,786 ) ( 5,181,608 ) Contract liabilities 828 - Payables - Client funds ( 1,063,422 ) - Payable - Broker dealer ( 1,067,610 ) - Payable – External trust company ( 211,081 ) - Lease liability, net ( 10,800 ) - Net cash used in operating activities ( 3,004,669 ) ( 8,263,348 ) Cash flows from investing activities: Prepaid joint venture agreement - ( 8,166,988 ) Proceeds from disposal of property and equipment 270,000 - Cash held on behalf of clients acquired in business combination 1,380,354 - Purchases of digital assets ( 4,051,415 ) - Proceeds from conversion of digital assets to cash 347,638 - Net cash used in investing activities ( 2,053,423 ) ( 8,166,988 ) Cash flows from financing activities: Deferred offering costs ( 80,000 ) - Due from related party ( 540,570 ) Issuance of common stock pursuant to exercise of warrants - 4,051,415 Issuance of common stock pursuant to ATM 165,999 11,559,068 Net cash (used in) provided by financing activities ( 454,571 ) 15,610,483 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,171 ) - Net change in cash, cash equivalents ( 5,513,834 ) ( 819,853 ) Cash, cash equivalents and cash held on behalf of clients at beginning of period 5,975,408 5,386,789 Cash, cash equivalents and cash held on behalf of clients at end of period $ 461,574 $ 4,566,936 Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - Supplemental disclosure of non-cash flow information: Proceeds from promissory note, received in digital assets (USDT) $ 40,000,000 $ - Return of advance for investment in joint venture, received in USDT $ 3,824,000 $ - Return of investment in joint venture, received in USDT $ 14,670,000 $ - Return of advance payment to distributor, received in USDT $ 3,279,000 $ - Collection of amounts due from related party, received in USDT $ 2,603,223 $ - Digital assets (USDT) applied toward the acquisition of Fusion Five Continents Securities Limited $ 67,080,000 $ - Issuance of common stock for accrued expenses $ - $ 111,000 See the accompanying notes to the unaudited condensed consolidated financial statements 4 LQR HOUSE INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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. 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 . 5 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. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year end is December 31. The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act and has elected to comply with certain reduced public company reporting requirements; however, the Company may adopt accounting standards based on the effective dates for public entities when early adoption is permitted. Unaudited Interim Financial Information The unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the unaudited condensed consolidated financial statements related to the three-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025 included in the Form 10-K filed with the SEC on April 15, 2026. 6 Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, LQR House Acquisition Corp., SWOL Holdings Inc., and YHC Online Limited, and its majority-owned subsidiary, Fusion Five Continents Securities Limited, which has been consolidated from June 1, 2026, the date the Company obtained a controlling financial interest. All intercompany transactions, balances, revenues, and expenses between the Company and its subsidiaries have been eliminated in consolidation. Non-controlling interest represents the 46 % equity interest in Fusion Five not attributable to the Company and is presented as a separate component of equity in the unaudited condensed consolidated balance sheets. The Company does not have any variable interest entities. Fusion Five’s fiscal year ends March 31, which differs from the Company’s fiscal year end of December 31 by three months, within the threshold permitted by ASC 810-10-45-12 without adjustment. The Company consolidates Fusion Five’s results using Fusion Five’s actual financial information for the calendar periods corresponding to the Company’s reporting periods, rather than Fusion Five’s own fiscal periods; accordingly, no lag exists between the periods reflected in the accompanying condensed consolidated financial statements and the periods presented for the Company’s other operations. Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the allowance for credit losses on accounts receivable, the valuation allowance against deferred tax assets, stock-based compensation, the fair value of equity instruments issued in connection with financing transactions, and the fair values of the consideration transferred, the identifiable assets acquired, the liabilities assumed, the previously held equity interest, and the non-controlling interest in connection with the business combination, including the fair value and useful life of the identifiable intangible asset. Actual results could differ materially from those estimates. Concentrations of Credit Risk The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy. Balances are insured by the Federal Deposit Insurance Corporation up to $ 250,000 . At times, the Company maintains balances in excess of the federally insured limits. Financial instruments that potentially expose the Company’s majority-owned subsidiary, Fusion Five Continents Securities Limited (“Fusion Five”), to concentrations of credit risk consist principally of cash held on behalf of clients, short-term investments – broker dealer, and digital assets – external trust company. Fusion Five seeks to mitigate credit risk by maintaining balances with regulated financial institutions and intermediaries and by monitoring counterparty credit quality. Such balances may exceed applicable deposit insurance limits and remain subject to the credit risk of the relevant institution or intermediary. Cash held on behalf of clients is segregated and deposited in financial institutions as required by rules mandated by Fusion Five’s primary regulators. These financial institutions are of sound credit ratings; therefore, Fusion Five believes that there is no significant credit risk related to cash held on behalf of clients. Fusion Five’s securities are transacted on a cash basis. Fusion Five’s credit risk is limited in that substantially all of the contracts entered into are settled directly at securities clearing organizations. In connection with its clearing activities, Fusion Five is obligated to settle transactions with brokers and other financial institutions even if its clients fail to meet their obligations to Fusion Five. Clients are required to complete their transactions by the settlement date, generally one or two business days after the trade date. Fusion Five has established procedures to reduce this risk by generally requiring that clients deposit sufficient cash and/or securities into their account prior to placing an order. Fusion Five’s exposure to credit risk associated with its brokerage and other activities is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes. There was no revenue from clients which individually represented greater than 10% of Fusion Five’s total revenue for the three or six months ended June 30, 2026. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. 7 Concentrations The Company’s ability to derive revenue is reliant on its relationship with KBROS, LLC (“KBROS”) who currently handles product for the CWS Platform and fulfills the products sold by clientele using our marketing services. The discontinuance of such relationship or termination of the CWS Platform agreements would have a material negative impact on the Company’s operations. Fusion Five’s operations depend on third-party service providers, including its Execution Broker, trustee, payment processor, and technology provider. A termination or disruption of these relationships, failure by a service provider to comply with applicable laws and regulations, or deterioration in the financial condition of a material counterparty could adversely affect Fusion Five’s operations and its ability to provide trading access and process client transactions. Substantially all of Fusion Five’s customer securities transactions are executed through a single third-party broker (the “Execution Broker”), and Fusion Five is dependent on this broker for execution services. Stablecoin and Settlement Risk Client funding and settlement processes at Fusion Five may involve USDT stablecoin before conversion to fiat currency by a third-party trust company. This activity exposes Fusion Five to liquidity, redemption, custody, blockchain transfer, counterparty, regulatory, cybersecurity, and operational risks. Fusion Five does not present USDT held for the benefit of clients as its own digital asset when it does not obtain beneficial ownership or control of the stablecoin. Regulatory Requirements Fusion Five is registered as a financial service provider on the New Zealand Financial Service Providers Register (“FSPR”). Based on Fusion Five’s current registered activities and regulatory status, Fusion Five was not subject to a specific minimum regulatory capital requirement in New Zealand as of June 30, 2026. Cash and Cash Equivalents Cash and cash equivalents represent cash at bank and online payment platforms which are unrestricted as to withdrawal and use, and which have original maturities of three months or less. Cash Held on Behalf of Clients Cash held on behalf of clients represents cash maintained in segregated accounts for the benefit of clients of the Company’s majority-owned subsidiary, Fusion Five Continents Securities Limited (“Fusion Five”), in connection with securities trading and settlement activities. Such funds are not available to finance the Company’s general operations. Cash held on behalf of clients is separately presented on the condensed consolidated balance sheets. The Company has classified clients’ monies as cash held on behalf of clients under the assets section of the condensed consolidated balance sheets and has recognized the corresponding obligation to the respective clients as a payable under the liabilities section. Investments The Company evaluated its investments in joint ventures under ASC 323, Investments — Equity Method and Joint Ventures. Although YHC Online Limited, a wholly-owned subsidiary of the Company, held a 20 % ownership interest in each joint venture entity, the Company determined that significant influence did not exist. This conclusion was supported by the express terms of each joint venture agreement, which explicitly prohibited YHC from appointing directors or officers of, or participating in the day-to-day management or operations of, any joint venture entity. As the presumption of significant influence was rebutted, the equity method of accounting was not applied, and the investments were carried at cost. In April 2026, all joint venture agreements were terminated, and the amounts previously funded were returned to the Company in the form of USDT, a digital asset. This USDT, together with USDT received from other sources, was subsequently applied toward the consideration for the acquisition of Fusion Five Continents Securities Limited. See Note 8 — Investment in Joint Ventures, Note 9 — Digital Assets, and Note 4 — Business Combination. Short-Term Investment – Broker Dealer and Payable – Broker Dealer In accordance with ASC 321-10-35-1, Investments—Equity Securities , equity securities with readily determinable fair values are measured at fair value, with changes in fair value recognized in net income. Fair value measurements are determined in accordance with ASC Topic 820, Fair Value Measurement . ASC 820-10-35-37 establishes a three-level fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1). The short-term investment – broker dealer of the Company’s majority-owned subsidiary, Fusion Five Continents Securities Limited (“Fusion Five”), consists of marketable securities maintained in custody with Fusion Five’s third-party Execution Broker in connection with client securities trading activities. The securities are held for the benefit of Fusion Five’s clients and are not maintained for Fusion Five’s proprietary investment purposes. 8 The securities are measured at fair value at each reporting date. Securities valued using quoted prices for identical securities in active markets are classified as Level 1. Realized and unrealized gains and losses on equity securities within the scope of ASC 321 are recognized in earnings and are not recognized in other comprehensive income. Realized gains and losses are determined based on the difference between the proceeds received and the carrying amount of securities sold, while unrealized gains and losses represent changes in the fair value of securities held at the reporting date. Short-term investment – Broker dealer represents amounts maintained for authorized client securities trading and settlement activities. The corresponding Payable – Broker dealer represents Fusion Five’s obligation to return such funds to clients or apply the funds to authorized client transactions. These investments are restricted for the benefit of clients, are not available for the Company’s general operating purposes, and do not represent revenue of the Company. As of June 30, 2026 and December 31, 2025, Short-term investment – Broker dealer and the corresponding Payable – Broker dealer were $ 7,189,557 and nil, respectively. Fusion Five’s short-term investment is subject to market risk arising from fluctuations in the market prices of securities. The securities are maintained in custody with the Execution Broker, and Fusion Five is also exposed to custodial, concentration, and counterparty credit risk associated with the Execution Broker. Property and Equipment Property and equipment, net are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Depreciation expenses are included in general and administrative expenses. Land is not depreciated since it has an indefinite useful life. Estimated useful lives are as follows: The Company’s property and equipment consisted of a motor vehicle with an estimated useful life of five years, which was disposed of during the three months ended June 30, 2026. See Note 5 — Property and Equipment, Net. Expenditure for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations. Business Combinations The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The cost of an acquisition comprises the consideration transferred, the fair value of any previously held equity interest in the acquiree, and the fair value of any non-controlling interest in the acquiree, and is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, with any excess recorded as goodwill. For a business combination achieved in stages, the previously held equity interest is remeasured to its acquisition-date fair value and any resulting gain or loss is recognized in earnings. Non-controlling interest is measured at fair value as of the acquisition date. Acquisition-related costs are expensed as incurred. The fair values assigned to the assets acquired and liabilities assumed are provisional and may be retrospectively adjusted during the measurement period, which ends no later than one year from the acquisition date. See Note 4 — Business Combination. Goodwill The Company accounts for goodwill in accordance with ASC 350, Intangibles—Goodwill and Other . Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable net assets acquired in a business combination and is not amortized. Substantially all of the Company’s goodwill is attributable to its acquisition of Fusion Five Continents Securities Limited (“Fusion Five”) and is allocated to the Company’s financial services reporting unit. See Note 4 — Business Combination. The Company tests goodwill for impairment at the reporting unit level at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. Such events or circumstances could include, but are not limited to, a significant adverse change in legal factors or the business climate, an adverse regulatory action or assessment, unanticipated competition, a loss of key personnel, a significant decline in the Company’s stock price, or a determination that it is more likely than not that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test, in accordance with ASC 350-20-35-3A. If, based on that qualitative assessment, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative impairment test, comparing the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit, in accordance with ASU 2017-04. Determining the fair value of a reporting unit requires significant judgment, including estimates of future cash flows, discount rates, and other assumptions, which are inherently uncertain and could change materially in future periods. No goodwill impairment was recognized during the three and six months ended June 30, 2026. Because the Company’s goodwill is concentrated in a single reporting unit recently established through the acquisition of Fusion Five, and the fair values used in the acquisition’s purchase price allocation remain provisional, the Company will continue to monitor Fusion Five’s performance and the finalization of the purchase price allocation for indicators that could affect the recoverability of goodwill in future periods. See Note 4 — Business Combination. 9 Digital Assets The Company accounts for its holdings of digital assets in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets , as amended by ASU 2023-08, Accounting for and Disclosure of Crypto Assets . Digital assets within the scope of ASC 350-60 are measured at fair value each reporting period, with changes in fair value recognized in net income. The Company determines fair value using quoted prices for identical assets in an active market accessible by the Company as of the measurement date, without adjustment for contractual sale restrictions, which the Company has concluded represents a Level 1 measurement within the fair value hierarchy of ASC 820, Fair Value Measurement . Realized gains and losses on the sale or disposition of digital assets, and unrealized gains and losses arising from the remeasurement of digital assets held at period end, are recognized within other income (expense) in the condensed consolidated statements of operations. Digital assets are classified as current or non-current based on the Company’s intent and ability to convert such assets to cash within twelve months of the balance sheet date. Digital Assets – External Trust Company and Payable – External Trust Company In accordance with ASC 350-60-15-1, Crypto Assets , the Company evaluates digital asset holdings held by Fusion Five to determine whether they are within the scope of ASC Subtopic 350-60. Fusion Five holds certain digital assets, principally U.S. dollar-denominated stablecoins, with a third-party licensed trust company in connection with client funding and securities trading activities. Such digital assets are held for the benefit of Fusion Five’s clients and are not maintained for Fusion Five’s proprietary investment purposes. Digital assets held on behalf of clients are measured at fair value at each reporting date based on observable market prices available in the principal market for the digital asset. The corresponding obligation to clients is presented separately as “Payable – External trust company.” Fusion Five does not pledge or use client digital assets for its own financing or proprietary investment activities. As of June 30, 2026, none of the digital assets held on behalf of clients were pledged or otherwise subject to contractual restrictions. The Company does not use client digital assets for its own proprietary investment or general corporate purposes. The Company is exposed to custodial and counterparty risk associated with the third-party trust company, as well as liquidity, redemption, market, regulatory, operational, cybersecurity, and blockchain-network risks associated with digital assets. As of June 30, 2026 and December 31, 2025, Digital Assets – External trust company and the corresponding Payable – External trust company were $ 409,340 and nil , respectively. Foreign Currency Translation The functional currency of Fusion Five is the New Zealand dollar. The assets and liabilities of Fusion Five are translated into United States dollars at the exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average exchange rate for the period. Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recorded in accumulated other comprehensive loss as a component of stockholders’ equity. The exchange rates used to translate Fusion Five’s financial statements were as follows: For the six months ended June 30, 2026, closing rate 0.568 US$: NZD, applied to Fusion Five’s assets and liabilities. For the six months ended June 30, 2026, average rate 0.578 US$: NZD, applied to Fusion Five’s revenues and expenses. For the three and six months ended June 30, 2026, the Company recorded a foreign currency translation adjustment of $ 1,171 , which is included within other comprehensive income (loss) in the condensed consolidated statements of operations. No comparative amount is presented for the three and six months ended June 30, 2025, as Fusion Five was not consolidated during that period. Fair Value Measurements The Company follows ASC 820, Fair Value Measurement , which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. 10 The Company’s digital assets, including digital assets held on behalf of clients, are measured at fair value on a recurring basis. The fair values of assets acquired, liabilities assumed, the previously held equity interest, and the non-controlling interest in a business combination are measured on a non-recurring basis, using the acquisition method described in Note 4 — Business Combination. Transfers between levels of the fair value hierarchy, if any, are recognized as of the date of the event or change in circumstances giving rise to the transfer. The carrying values of the Company’s cash and cash equivalents, cash held on behalf of clients, accounts receivable, short-term investment – broker dealer, due from/to related party, accounts payable, client funds payable, payable – broker dealer, and accrued and other payables approximate their fair values due to the short-term nature of these instruments. The carrying value of the Company’s notes payable approximates fair value, as the Notes bear interest at a rate that approximates current market rates for instruments with similar terms and credit risk. The Company’s cost method investments in equity securities are carried at cost, less impairment, and are not measured at fair value on a recurring basis. See Note 7. The Company’s investments in joint ventures were carried at cost following rebuttal of the significant influence presumption under ASC 323, and were not measured at fair value on a recurring basis. All joint venture agreements were terminated in April 2026. See Note 8. There were no transfers between Level 1, Level 2, or Level 3 fair value classifications during the three and six months ended June 30, 2026. The fair values of the identifiable assets acquired, liabilities assumed, previously held equity interest, and non-controlling interest in connection with the acquisition of Fusion Five were measured on a non-recurring basis at the acquisition date using Level 3 inputs. See Note 4 — Business Combination. The following tables present the Company’s assets measured at fair value on a recurring basis: Fair Value Measurements as of June 30, 2026 Level 1 Level 2 Level 3 Digital assets, at fair value $ 1,000,000 - - Digital assets, held on behalf of clients, at fair value 409,340 - - $ 1,409,340 $ - $ - Fair Value Measurements as of December 31, 2025: Level 1 Level 2 Level 3 Total Digital assets, at fair value $ - $ - $ - $ - Digital assets, held on behalf of clients, at fair value - - - - $ - $ - $ - $ - Digital assets, at fair value Tether (USDT), including USDT held on behalf of clients, is traded in an active market on the Company’s principal exchange, providing unadjusted quoted prices for identical assets; therefore, Tether (USDT) is classified as a Level 1 asset. Accounts Receivable Accounts receivable are recorded at the gross billing amount less an allowance for any uncollectible accounts due from the customers. Accounts receivable do not bear interest. Since January 1, 2024, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, the Company changed the impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets. 11 The Company maintains an allowance for credit losses and records the allowance for credit losses as an offset to accounts receivable and the estimated credit losses charged to the allowance is classified as “General and administrative expenses” in the unaudited condensed consolidated statements of comprehensive income. The Group assesses collectability by reviewing accounts receivable on aging schedules because the accounts receivable were primarily consisted of receivables arising from provision of marketing services, product sales, CWS platform and vault . In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. Delinquent account balances are written-off against the allowance for expected credit loss after management has determined that the likelihood of collection is not probable. As of June 30, 2026 and December 31, 2025, the Company recorded an allowance for credit losses of $ 67,948 and $ 67,948 , respectively. Prepaid Expenses Prepaid expenses represent costs paid in advance of receiving the related goods or services and are recognized as expense over the period in which the related benefit is received. Prepaid expenses attributable to the Company’s majority-owned subsidiary, Fusion Five Continents Securities Limited (“Fusion Five”), consist of prepaid software subscription costs. Fusion Five entered into a two-year agreement with a third-party technology service provider for access to a securities trading system and related mobile application used in connection with Fusion Five’s cross-border securities trading services. Under the arrangement, the third-party service provider hosts, operates, and maintains the system and application; Fusion Five does not have the contractual right to take possession of the underlying software and cannot operate the software independently or engage an unrelated third party to host the software. The agreement has a contractual term of two years and requires annual subscription payments of HKD 440,000 , for total fixed subscription consideration of HKD 880,000 . Fusion Five also incurred a one-time installation fee of RMB 50,000 , which was expensed as incurred. Annual subscription fees paid in advance are recorded as prepaid software subscription costs and recognized as cost of revenue on a straight-line basis over the applicable annual service period. The Company determined that classification within cost of revenue is appropriate because the system and application are directly used in providing securities trading access and related services to Fusion Five’s clients. As of June 30, 2026 and December 31, 2025, prepaid expenses included $ 9,351 and nil , respectively, of prepayment for software subscription and related support services attributable to Fusion Five, out of total consolidated prepaid expenses of $ 257,474 and $ 276,157 , respectively. Impairment of Long-Lived Assets For long-lived assets the Company evaluates for impairment whenever events or changes indicate that the carrying amount of an asset may no longer be recoverable. The Company assesses the recoverability of the long-lived assets by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to receive from use of the assets and their eventual disposition. Such assets are considered to be impaired if the sum of the expected undiscounted cash flows is less than the carrying amount of the assets. The impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company tests impairment of long-lived assets at the reporting unit level when impairment indicator appeared and recognizes impairment in the event at the carrying value exceeds the fair value of each reporting unit. No impairment charge of long-lived assets was recorded for the three and six months ended June 30, 2026 and 2025. Deferred Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. Upon completion of an offering, deferred offering costs are reclassified to additional paid-in capital as a reduction of the offering proceeds. If an offering is abandoned, the deferred offering costs are charged to expense in the period the offering is determined not to be completed. As of June 30, 2026 and December 31, 2025, the Company had deferred offering costs of $ 283,950 and $ 203,950 , respectively, relating to the registration of securities of SWOL Holdings Inc., a wholly-owned subsidiary of the Company, in connection with its Form S-1 registration statement. Contract Liabilities The Company recognizes contract liabilities in accordance with ASC 606, Revenue from Contracts with Customers . A contract liability represents the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration before the related performance obligation has been satisfied. Contract liabilities are recognized as revenue when the Company satisfies the related performance obligation. Due to the generally short-term duration of the relevant contracts, all performance obligations are satisfied within one year. Where transaction prices for marketing services, p roduct sales, CWS platform and vault are received upfront from the customers, such receipts are recorded as contract liabilities and recognized as revenues either over the contract period or point in time upon service rendered. 12 The following table presents the activity in contract liabilities for the six months ended June 30, 2026 and 2025: Six Months Ended June 30, 2026 2025 Balance, beginning of the period $ 10,423 $ - Additions - consideration received in advance 11,251 - Revenue recognized ( 10,423 ) - Balance, end of the period $ 11,251 $ - As of June 30, 2026 and December 31, 2025, the Company had contract liabilities of $ 11,251 and $ 10,423 , respectively, representing advance payments received from customers for goods or services not yet delivered. The Company expects to recognize the balance outstanding as of June 30, 2026, as revenue within the next twelve months as the related performance obligations are satisfied. Related Parties The Company follows ASC 850, Related Party Disclosures , for the identification and disclosure of related party transactions. Related parties include principal owners, management, members of their immediate families, affiliates, and other parties that can significantly influence the management or operating policies of the Company, or that can be significantly influenced by the Company. All material transactions with related parties are disclosed in the accompanying notes to the consolidated financial statements, with the exception of compensation arrangements that are established through the Company’s standard employment and compensation practices. Revenue Recognition In accordance with FASB ASC 606, Revenue from Contracts with Customers ¸ the Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. The Company derives its revenue from marketing services, sales via the CWS Platform, distribution of its SWOL Tequila and subscription-based membership revenue, and, following the acquisition of Fusion Five Continents Securities Limited (“Fusion Five”) on June 1, 2026, brokerage commission and platform income. Revenue is reported net of discounts. Marketing Services The Company provides integrated marketing services to third-party alcoholic beverage brands through its CWS Platform, including campaign strategy development, creation of promotional materials, and digital advertising execution over a defined campaign period, generally ranging from one to three months. In applying ASC 606-10-25-14, the Company has concluded that each contract contains a single performance obligation, as the promised services are not separately identifiable within the context of the contract and are combined to deliver a single integrated marketing campaign. In accordance with ASC 606-10-25-19, the Company determined that the individual services are not distinct, as they are highly interrelated and interdependent and do not provide benefit to the customer on a standalone basis. The services represent a series of distinct services that are substantially the same and have the same pattern of transfer. Revenue is recognized over time in accordance with ASC 606-10-25-27, as the customer simultaneously receives and consumes the benefits of the services as they are performed. The Company measures progress using a time-elapsed output method over the campaign period. The Company has concluded that it acts as the principal under ASC 606-10-55-37A and 55-39, as it controls the services prior to transfer, maintains primary responsibility for fulfillment, and has discretion in directing third-party service providers. Accordingly, revenue is recognized on a gross basis. Revenue from marketing services is disaggregated and recognized over the campaign period, and contracts are generally short-term in nature; therefore, the Company does not disclose remaining performance obligations pursuant to the practical expedient in ASC 606-10-50-14(a). 13 CWS Platform The Company sells wine and spirits directly to end customers through its CWSpirits.com platform. Each transaction contains a single performance obligation under ASC 606-10-25-14, consisting of delivery of the product to the customer. The Company determined that the product is distinct in accordance with ASC 606-10-25-19, as the customer can benefit from the product independently. Revenue is recognized at a point in time in accordance with ASC 606-10-25-30, when control transfers to the customer upon delivery. The Company has concluded that it acts as the principal in these arrangements under ASC 606-10-55-37A and 55-39, as it establishes pricing, directs marketing activities, and bears financial inventory risk, including risk of loss. Accordingly, revenue is recognized on a gross basis. Revenue is disaggregated as e-commerce product revenue and recognized upon delivery, and the Company does not have material remaining performance obligations due to the short-term nature of transactions in accordance with ASC 606-10-50-14(a). Product Sales The Company generates wholesale revenue from the sale of SWOL Tequila, which is produced by a third-party manufacturer and delivered to CWS for retail distribution. Each arrangement contains a single performance obligation under ASC 606-10-25-14, consisting of delivery of the product to the customer. The Company determined that the product is distinct in accordance with ASC 606-10-25-19, as it can be consumed independently. Revenue is recognized at a point in time in accordance with ASC 606-10-25-30, when control transfers upon delivery to the customer. The Company has concluded that it acts as the principal under ASC 606-10-55-37A and 55-39, as it controls the product prior to transfer, establishes pricing, and bears inventory and production risk. Accordingly, revenue is recognized on a gross basis. Revenue is disaggregated as wholesale product revenue and recognized upon delivery. Due to regulatory restrictions, ownership transfers upon delivery with no right of return. Remaining performance obligations are not material in accordance with ASC 606-10-50-14(a). Vault The Company offers a subscription-based membership program that provides customers with access to exclusive benefits, including discounts, free shipping, and promotional offers. Each subscription arrangement contains a single performance obligation under ASC 606-10-25-14, consisting of the provision of ongoing membership benefits over the subscription term. In accordance with ASC 606-10-25-19, the Company determined that the membership services are not distinct individually but represent a series of services that are substantially the same and provided continuously over the subscription period. Revenue is recognized over time in accordance with ASC 606-10-25-27, as the customer simultaneously receives and consumes the benefits of the membership. Revenue is recognized on a straight-line basis over the subscription period. The Company has concluded that it acts as the principal under ASC 606-10-55-37A and 55-39, as it controls the membership program and establishes pricing. Accordingly, revenue is recognized on a gross basis. Prior to the acquisition of the CWS Platform, the Company acted as an agent and recognized net revenue. Revenue is disaggregated as subscription revenue and recognized over the subscription period. The Company records reserves for chargebacks and cancellations based on historical experience, and remaining performance obligations are not disclosed for contracts with an original expected duration of one year or less in accordance with ASC 606-10-50-14(a). Brokerage Commission and Platform Income Fusion Five earns commissions and platform income from securities brokerage services based on transaction volume and platform fees charged per transaction. When a client executes a securities trading transaction, brokerage commission and platform fee is recognized at a point in time when the performance obligation has been satisfied by the completion of the trade and the service has been passed to the client. Brokerage commission income and platform fee are accrued on a trade-date basis, as this is when the underlying financial instrument is identified, the pricing of the brokerage service is agreed upon, and the promised services are delivered to the client. Commission fees and platform fees are charged directly from the client’s account when transactions are settled. Securities trading transactions cannot be cancelled once executed and are not refundable. The transaction price consists of the commission fees and platform fee charged to the client. Because these services are provided together, are highly interdependent, and no separate allocation of the transaction price is required in accordance with ASC 606-10-25-19, they are accounted for as a single performance obligation, which is satisfied when the related trade is executed. These activities are provided together as part of the Company’s trading service and are treated as one performance obligation. The transaction price consists of the commission fees and platform fee charged to customers. The Company determines the rates and fees charged to its customers. Since the services are provided together, no separate allocation of the transaction price is required. Revenue is recognized when the related service is provided and, for transaction-based fees, when the related trade is executed. For each customer transaction, the Company provides access to the trading platform, helps process the customer’s trading instructions, and arranges for the trade to be executed through the Execution Broker. These services are provided together as one overall trading service. Therefore, the Company treats them as one performance obligation for each transaction. 14 Principal vs. Agent Considerations The Company evaluates whether it acts as a principal or an agent in each revenue arrangement in accordance with ASC 606-10-55-36 through 55-40, considering whether it controls the promised good or service before transfer to the customer, bears inventory risk, and has pricing discretion. Where the Company is the principal, revenue is recorded gross. Where the Company is the agent, revenue is recorded net. The Company has determined it acts as principal for CWS Platform transactions and SWOL Tequila sales, and Fusion Five’s brokerage commission and platform income, and records revenue on a gross basis accordingly. With respect to Fusion Five’s brokerage services, the Company is responsible for providing the trading platform and transaction facilitation services and for setting the commission and platform fees charged to clients; accordingly, the Company has concluded it is the principal and recognizes these revenues on a gross basis. Trade execution, custody, and settlement are provided by a third-party licensed securities broker (the “Execution Broker”), and fees paid to the Execution Broker are recorded as cost of revenue rather than deducted from revenue. Disaggregation of Revenue The following is a summary of the disaggregation of revenue for the three and six months ended June 30, 2026 and 2025: Three Months Ended Six Months Ended June 30, June 30, Disaggregation of Revenues 2026 2025 2026 2025 CWS Platform $ 293,669 $ 304,212 $ 501,302 $ 634,553 SWOL product sales 10,747 178,997 13,225 200,640 Revenue - product 304,416 483,209 514,527 835,193 Marketing - 10,500 8,300 72,902 Vault 3,781 4,819 8,053 19,773 Brokerage 37,778 - 37,778 - Revenue - services 41,559 15,319 54,131 92,675 Total revenues $ 345,975 $ 498,528 $ 568,658 $ 927,868 The following table presents the timing of recognition of revenue for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue recognized at a point in time CWS Platform $ 293,669 $ 304,212 $ 501,302 $ 634,553 SWOL product sales 10,747 178,997 13,225 200,640 Brokerage 37,778 - 37,778 - Revenue - product 342,194 483,209 552,305 835,193 Revenue recognized over time Marketing - 10,500 8,300 72,902 Vault 3,781 4,819 8,053 19,773 Revenue - services 3,781 15,319 16,353 92,675 Total revenues $ 345,975 $ 498,528 $ 568,658 $ 927,868 Cost of Revenue Cost of revenue consists of all direct costs attributable to sales and performing marketing services, and, following the acquisition of Fusion Five Continents Securities Limited (“Fusion Five”) on June 1, 2026, direct costs attributable to providing securities trading access and related client services. Cost of revenue includes product costs, packaging, shipping and other importing and delivery charges, as well as contracted marketing services. Cost of revenue also includes customer service personnel costs. Cost of revenue attributable to Fusion Five consists of fees paid or payable to the Execution Broker and other third parties for trade execution, clearing, settlement, regulatory, exchange, and similar services, as well as software subscription and related support service costs and software installation costs directly attributable to the provision of securities trading access to clients. Such software subscription costs are recognized on a straight-line basis over the applicable service period as the related services are received, and installation costs are expensed as incurred. 15 General and Administrative Expenses General and administrative expenses consist primarily of costs associated with the general management and administration of the Company’s business that are not directly attributable to the provision of goods or services to customers. Such costs include administrative service costs, bank charges, professional and legal fees, and general corporate overhead. Fusion Five Continents Securities Limited (“Fusion Five”) records within general and administrative expenses losses arising from the conversion and settlement of client funding balances, when such losses are borne by Fusion Five rather than its clients. Fusion Five’s clients fund their accounts through an external trust company using USDT, a digital stablecoin, which the trust company converts into fiat currency before transferring the resulting funds to Fusion Five’s account with its Execution Broker. Differences between the amount maintained with the trust company and the amount transferred to the Execution Broker, including conversion spreads and related settlement losses borne by Fusion Five, are recognized as general and administrative expenses when the conversion and settlement occur, measured based on the actual amount deducted or retained by the trust company. Because Fusion Five bears these losses, the corresponding client deposit liability is not reduced; instead, the loss is recognized in the condensed consolidated statements of operations, with a corresponding reduction in the amount due from the trust company. Costs directly attributable to the provision of client trading services, including software subscription costs and software installation costs, are excluded from general and administrative expenses and are presented within cost of revenue. Sales and Marketing Sales and marketing costs primarily consist of advertising, promotional expenses and marketing consulting and advisory services. Sales and marketing costs also include sales commissions. Stock-Based Compensation ASC 718-10 requires that share-based payment transactions with employees and non-employees, such as share options, be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation cost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the period during which an employee is required to provide service in exchange for the award, which generally is the vesting period. Leases The Company leases certain office space from third parties. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. For leases beginning in 2019 and later, at the inception of a contract management assesses whether the contract is, or contains, a lease. The assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the right to substantially all the economic benefit from the use of the asset throughout the period is obtained, and (3) whether the Company has the right to direct the use of the asset. At the inception of a lease, management allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the non lease components (e.g., common-area maintenance costs). 16 Most leases include one or more options to renew, with renewal terms that can extend the lease term from one year or more. The exercise of lease renewal options is at the Company’s sole discretion. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply judgment to determine the appropriate lease term. The Company’s leases do not include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Certain lease agreements include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. All of the Company’s leases are classified as operating leases. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases and initial direct costs on our right-of-use asset and lease liability was not material. ASC 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate. As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption date of ASC 842 in determining the present value of lease payments for existing leases. The Company will use information available at the lease commencement date to determine the discount rate for any new leases. Net Income (Loss) per Share Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net loss per share. As there were no potentially dilutive securities outstanding as of June 30, 2026 and 2025, diluted net income (loss) per share is the same as basic net income (loss) per share for each period. The Company had no dilutive instruments outstanding as of June 30, 2026. Comprehensive Income (Loss) FASB ASC 220, Comprehensive Income , establishes standards for the reporting and display of comprehensive income or loss, its components, and accumulated balances. Comprehensive income or loss includes all changes in equity during a period from non-owner sources and consists of two components: net income (loss) and other comprehensive income (loss) (“OCI”). The Company’s OCI consists solely of foreign currency translation adjustments arising from the translation of the New Zealand dollar functional-currency financial statements of Fusion Five Continents Securities Limited into the Company’s U.S. dollar reporting currency. Resulting foreign currency translation adjustments are recognized in OCI, net of tax, where applicable, and accumulated in accumulated other comprehensive income (loss), a component of equity. Segment Information An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment. In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the “CODM”) in deciding how to allocate resources and in assessing performance. The Company uses the management approach in determining its operating and reportable segments, which considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM is its Chief Executive Officer. Following the acquisition of Fusion Five Continents Securities Limited (“Fusion Five”) on June 1, 2026 (see Note 4 — Business Combination), the Company has determined that it operates in two reportable segments: (i) beverage alcohol, comprising the Company’s marketing services, e-commerce, and product distribution operations, and (ii) financial services, comprising Fusion Five’s securities brokerage operations. These segments do not have similar economic characteristics — they operate under different regulatory regimes, serve different customer bases, and have fundamentally different revenue and margin structures — and are managed and evaluated separately by the CODM. 17 Income Tax The Company accounts for income taxes in accordance with ASC 740, Income Taxes , using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates expected to be in effect in the years in which those temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company is subject to income taxes in the United States and Hong Kong, through its subsidiary YHC Online Limited, and, following the acquisition of Fusion Five Continents Securities Limited (“Fusion Five”) on June 1, 2026, in New Zealand. Deferred tax assets and liabilities of Fusion Five are measured using the enacted New Zealand corporate income tax rate applicable to the periods in which the related temporary differences are expected to reverse. The Company records a valuation allowance against deferred tax assets to the extent it is more likely than not that some or all of the deferred tax assets will not be realized based on available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and the history of operating losses. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties related to uncertain tax positions, if any, are recognized as a component of income tax expense. The Company adopted ASU 2023-09, Improvements to Income Tax Disclosures , for the fiscal year ended December 31, 2025. ASU 2023-09 requires enhanced disclosures in the rate reconciliation and additional disaggregation of income taxes paid. The adoption of ASU 2023-09 affected disclosures only and did not have an impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures , which requires enhanced disclosures about significant segment expenses and other segment items regularly provided to the chief operating decision maker, and expands interim disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 for the fiscal year ended December 31, 2024, on a retrospective basis. The adoption affected disclosures only and did not have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures , which requires enhanced disclosures in the annual rate reconciliation, including specific categories of reconciling items, and disaggregation of income taxes paid by federal, state, and foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the fiscal year ended December 31, 2025. The adoption affected disclosures only and did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) , which requires public entities to disclose, in the notes to the financial statements, specified information about certain costs and expenses included in expense line items on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements and disclosures. In January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income (Topic 220) — Clarifying the Effective Date , which clarifies the effective date of ASU 2024-03 for entities that do not have an issued interim financial statement before the issuance of ASU 2025-01. ASU 2025-01 is effective upon issuance. The adoption of ASU 2025-01 did not have a material impact on the Company’s consolidated financial statements. In March 2025, the FASB issued ASU No. 2025-04, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer , which clarifies the accounting for share-based payment awards granted to customers in connection with revenue arrangements, addressing the interaction between Topic 718 and Topic 606 with respect to measurement, classification, and recognition of such awards. ASU 2025-04 is effective for the Company for the fiscal year beginning January 1, 2026. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. 18 In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets : The ASU provides a practical expedient permitting entities to assume that conditions at the balance sheet date remain unchanged over the life of current accounts receivable and current contract assets when estimating expected credit losses. The guidance is effective for annual and interim reporting periods beginning after December 15, 2025, with early adoption permitted. The Company does not expect ASU 2025-05 to have a material impact on its consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements : The ASU requires entities to disclose events occurring since the end of the last annual reporting period that have a material impact on the entity. The amendments apply to all entities that present interim financial statements in accordance with GAAP. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The amendments may be applied either prospectively or retrospectively. The Company expects ASU 2025-11 to impact its disclosures only and does not expect it to affect its results of operations, financial condition or cash flows. In December 2025, the FASB issued ASU 2025-12, Codification Improvements , which makes various non-substantive technical corrections and clarifications to the FASB Accounting Standards Codification. ASU 2025-12 is effective upon issuance. The Company does not expect the adoption of ASU 2025-12 to have a material impact on its consolidated financial statements. 4. BUSINESS COMBINATION On April 11, 2026, the Company entered into a Share Purchase Agreement to acquire all of the issued and outstanding shares of Fusion Five, a New Zealand financial services cross-border securities trading intermediary, in multiple closings, for total consideration of $ 126,880,000 . On April 24, 2026, the Company completed the initial closing, acquiring 2,400 ordinary shares representing 24 % of Fusion Five for $ 28,080,000 , payable in Tether (USDT). On June 1, 2026, the Company completed an additional closing, acquiring a further 3,000 ordinary shares representing 30 % for $ 39,000,000 , payable in Tether (USDT), bringing its aggregate holding to 5,400 shares, or 54 %, of the issued and outstanding shares of Fusion Five. The Company obtained control of Fusion Five on June 1, 2026, which is the acquisition date, and Fusion Five has been consolidated from that date. The transaction is accounted for as a business combination achieved in stages under ASC 805. The cost of the acquisition was $ 130,073,580 , comprising the consideration transferred for the additional 30 % interest of $ 39,000,000 , the fair value of the non-controlling interest of $ 58,787,525 , and the acquisition-date fair value of the Company’s previously held 24 % equity interest of $ 32,286,055 . Amounts previously funded under the Company’s terminated joint venture agreements and distribution and marketing service agreements, aggregating $ 21,773,000 , together with USDT received from other sources, were applied towards the consideration. In addition, the Company issued promissory notes in an aggregate principal amount of $ 40,000,000 pursuant to a Note Purchase Agreement with several third-party purchasers, the proceeds of which were used, together with other sources, to fund the acquisition. The Notes are presented as notes payable on the unaudited condensed consolidated balance sheet. See Note 12 — Notes Payable. Accrued interest on the promissory notes of $ 263,014 is included in accrued and other payables, as of June 30, 2026, and the related interest expense of $ 263,014 is included in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2026. The following table summarizes the cost of the acquisition: June 1, 2026 Consideration transferred $ 39,000,000 Fair value of non-controlling interest 58,787,525 Fair value of previously held equity interest 32,286,055 Total cost of acquisition $ 130,073,580 19 The Company remeasured its previously held 24 % equity interest, which had a carrying amount of $ 28,080,000 , to its acquisition-date fair value of $ 32,286,055 , and recognized a gain on remeasurement of $ 4,206,055 in other income in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2026. Acquisition-related costs of $ 100,000 were expensed as incurred and are included in general and administrative expenses. The gain on remeasurement of the previously held equity interest was determined as follows: Fair value of previously held equity interest at the acquisition date $ 32,286,055 Less: carrying amount of previously held equity interest ( 28,080,000 ) Gain on remeasurement of previously held equity interest $ 4,206,055 The provisional fair values of the identifiable assets acquired and liabilities assumed at the acquisition date are summarized as follows: Amount Cash held on behalf of clients $ 1,380,354 Prepaid expenses 14,037 Short-term investment - Broker dealer 8,257,167 Digital Assets - External trust company 620,421 Goodwill 130,154,809 Payables - Client funds ( 1,380,354 ) Payable - Broker dealer ( 8,257,167 ) Payable – External trust company ( 620,421 ) Due to related parties ( 95,266 ) $ 130,073,580 The fair values above are provisional. The Company has not finalized its measurement of the assets acquired and liabilities assumed and may retrospectively adjust the provisional amounts during the measurement period, which ends no later than one year from the acquisition date, in accordance with ASC 805. Consistent with the nature of Fusion Five’s business — a customer-facing brokerage whose primary value derives from its regulatory licensure, client relationships, and operating platform rather than from any single separable, transferable technology asset — the Company has preliminarily determined that no identifiable intangible assets meet the separate recognition criteria of ASC 805-20-25. Accordingly, the excess of the consideration transferred over the fair value of identifiable net tangible assets acquired has been preliminarily recorded as goodwill of $ 130,154,809 . This determination remains subject to change during the measurement period. The goodwill recognized is attributable to Fusion Five’s registration as a financial provider in New Zealand, its established client base, and expected synergies from access to global capital markets, and is not deductible for tax purposes. The non-controlling interest was recognized at its acquisition-date fair value of $ 58,787,525 . After the non-controlling interest’s share of the post-acquisition net income of Fusion Five of $ 16,073 , the non-controlling interest was $ 58,803,598 as of June 30, 2026. The results of Fusion Five are included in the unaudited condensed consolidated statements of operations from the acquisition date. From June 1, 2026 to June 30, 2026, Fusion Five contributed revenue of $ 37,778 and net income of $ 34,941 , of which $ 18,868 was attributable to LQR House Inc. and $ 16,073 was attributable to the non-controlling interest. 20 Supplemental pro forma information (Unaudited) The following unaudited supplemental pro forma financial information presents the combined revenue and net income (loss) attributable to LQR House Inc. of the Company and Fusion Five as though the acquisition had occurred on January 1, 2025. The gain on remeasurement of the previously held equity interest and acquisition-related costs, which are directly attributable to the transaction as it actually occurred in stages, have been eliminated from the pro forma results, as the pro forma presentation assumes the Company acquired a controlling financial interest in Fusion Five on January 1, 2025, with no intervening period during which the Company held a non-controlling equity-method interest. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have occurred had the acquisition actually occurred on January 1, 2025, nor is it indicative of future results. Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Pro forma revenue $ 355,355 $ 498,528 $ 598,599 $ 927,868 Pro forma net income (loss) $ ( 1,425,159 ) $ ( 2,202,382 ) $ ( 2,380,391 ) $ ( 4,592,032 ) 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: June 30, December 31, 2026 2025 Motor Vehicle $ - $ 340,541 Less : Accumulated depreciation - ( 28,378 ) Property and equipment, net $ - $ 312,163 Depreciation expense for the six months ended June 30, 2026 and 2025 was $ 17,027 and nil , respectively. No depreciation expense was recorded during the three months ended June 30, 2026 following the disposal of the motor vehicle. During the three months ended June 30, 2026, the Company disposed of its motor vehicle, which had a net book value of $ 295,136 , for cash proceeds of $ 270,000 , and recognized a loss on disposition of assets of $ 25,136 in the unaudited condensed consolidated statements of operations. As of June 30, 2026, property and equipment, net was nil . 6. ACQUISITION OF CWS PLATFORM On November 1, 2023, LQR House Acquisition Corp. (the “Buyer”), a wholly owned subsidiary of the Company, and SSquared Spirits LLC (the “Seller”, “SSquared”) entered into a Domain Name Transfer Agreement (“Agreement”). Pursuant to the Agreement, the Seller irrevocably sold, assigned, transferred, and conveyed to the Buyer (a) all right, title, and interest in and to the domain name www.cwspirits.com (the “Domain Name”, “CWS Platform”), including its current registration and (b) any other rights (including, but not limited to, trademark rights associated with the Domain Name in any jurisdiction, all Internet traffic through the Domain Name and all Website Content (as defined in the Agreement) the Seller may have in the Domain Name, together with any goodwill associated therewith, in exchange for the payment by the Buyer of the purchase price of $ 10,000 . In connection with the Company’s purchase of the Domain Name, on November 1, 2023, the Company entered into a product handling agreement (“Product Handling Agreement”) with KBROS LLC (“KBROS”). Pursuant to the Product Handling Agreement, KBROS provides services relating to the purchase and delivery of spirits and other beverage products purchased by customers of the Company through websites associated with the Domain, including procurement and maintenance of all certificates, licenses, authorizations and registrations required to import, possess, promote, sell, distribute and receive payment for such products. Under Regulation S-X 3-05, management determined that the CWS Platform acquisition constituted a business combination, and the Company recorded an intangible asset of $ 10,000 for the purchase price consideration of the domain name. During the year ended December 31, 2025, the Company determined that the CWS Platform intangible asset was fully impaired and recorded an impairment charge of $ 10,000 . As of June 30, 2026, the carrying value of the CWS Platform intangible asset is nil . 21 7. INVESTMENTS, AT COST The Company held minority equity interests in Cannon Estate Winery Ltd. and Chase Mocktails Ltd. (f/k/a DRNK Beverage Corp.), each accounted for under the cost method of accounting. As of June 30, 2026 and December 31, 2025, the carrying value of both investments was nil — following full impairment recognized during the years ended December 31, 2024 and 2025. During the year ended December 31, 2025, the Company recognized impairment charges of $ 817,500 and $ 300,000 related to its investments in Cannon Estate Winery Ltd. and Chase Mocktails Ltd., respectively. The cumulative impairment recognized on Chase Mocktails Ltd. totaled $ 4,800,000 . No impairment charges were recognized during the three and six months ended June 30, 2026. 8. INVESTMENT IN JOINT VENTURES In December 2025, YHC Online Limited (“YHC”), a wholly-owned subsidiary of the Company, entered into four separate joint venture agreements with Bancroft Equity Limited, Emerald Wealth Inc., Meridian Financial Solutions Inc., and Sequoia Equity Group Inc., to cooperate in the creation of multi-channel network (“MCN”) content for digital platforms, including TikTok. Each joint venture is engaged in the creation and monetization of influencer-hosted content targeted at a specific geographic market. Under each agreement, YHC holds a 20 % minority ownership interest and has no rights to appoint directors or officers of, or participate in the day-to-day management or operations of, any joint venture entity. The majority partner in each joint venture retains full operational control. None of the co-venturers is a related party of the Company. The Company evaluated its investments under ASC 323, Investments — Equity Method and Joint Ventures. Although YHC held a 20 % ownership interest in each joint venture entity, the Company determined that significant influence did not exist over the three formed joint venture entities, as the express terms of each joint venture agreement explicitly prohibited YHC from appointing directors or officers of, or participating in the day-to-day management or operations of, any joint venture entity. As the presumption of significant influence was rebutted, the equity method of accounting was not applied, and the investments were carried at cost. Each joint venture agreement provides YHC with a put right, exercisable at any time following the first anniversary of the respective agreement, pursuant to which YHC may require the co-venturer to repurchase YHC’s interest at a price equal to YHC’s total funded investment amount. Of the aggregate $ 24,000,000 total commitment, $ 18,494,000 had been funded prior to the terminations described below, comprising $ 14,670,000 funded to the three formed joint venture entities and $ 3,824,000 advanced to Sequoia Equity Group Inc. pending formation of the Middle East joint venture entity. No income or loss from the joint ventures was recognized during the six months ended June 30, 2026, as the investments were carried at cost and no dividends or distributions were declared by any joint venture entity prior to termination. In April 2026, all four agreements were terminated, and the amounts previously funded, aggregating $ 18,494,000 , were returned to YHC in the form of USDT, a digital asset. This USDT, together with USDT received from other sources, was subsequently applied toward the consideration for the acquisition of Fusion Five Continents Securities Limited, which completed its additional closing on June 1, 2026. Following the terminations, the Company has no remaining joint venture commitments or obligations, and no investment in joint ventures is carried on the unaudited condensed consolidated balance sheet as of June 30, 2026. See Note 9 — Digital Assets and Note 4 — Business Combination. The movement in investments in joint ventures and advances during the period was as follows: Investment in joint ventures at December 31, 2025 $ 14,670,000 Advance for investment in joint venture at December 31, 2025 3,824,000 Total funded at December 31, 2025 18,494,000 Returned in the form of USDT ( 18,494,000 ) Investment in joint ventures and advances at June 30, 2026 $ - 22 9. DIGITAL ASSETS The Company’s digital assets consist of Tether (USDT), a stablecoin pegged to the U.S. dollar, held to facilitate the acquisition of Fusion Five Continents Securities Limited (“Fusion Five”) and related funding activity described below, and USDT held by Fusion Five on behalf of its clients in connection with client funding and securities trading activities. Digital assets are measured at fair value in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets , as updated by ASU 2023-08, Accounting for and Disclosure of Crypto Assets , with changes in fair value recognized in net income. The Company determines fair value using quoted prices for identical assets in an active market accessible by the Company as of the measurement date, without adjustment, which the Company has concluded represents a Level 1 measurement within the fair value hierarchy of ASC 820, Fair Value Measurement. No realized or unrealized gains or losses were recognized during the period, as USDT was received, held, and settled at $1.00 per token throughout. The Company classifies its digital assets as current assets, as they are readily convertible to cash and the Company does not intend, nor is it restricted, to hold such assets beyond twelve months from the balance sheet date. The Company holds no digital assets that are subject to contractual sale restrictions. See Note 3 — Summary of Significant Accounting Policies, Digital Assets – External Trust Company and Payable – External Trust Company , for the Company’s accounting policy and disclosures related to digital assets held by Fusion Five on behalf of its clients. The following table presents the Company’s digital asset holdings as of June 30, 2026. USDT was the Company’s only significant individual crypto asset holding during the period, and the Company held no digital assets as of December 31, 2025. June 30, 2026 Units Cost Basis Fair Value Digital assets, at fair value 1,000,000 1,000,000 1,000,000 Digital assets, held on behalf of clients, at fair value 409,340 409,340 409,340 1,409,340 $ 1,409,340 $ 1,409,340 The following table presents the changes in the Company’s own digital assets, held for its general corporate purposes, and describes the nature of each addition and disposition, for the six months ended June 30, 2026 and 2025. Digital assets held on behalf of clients are excluded from this table, as their movement corresponds directly to client-directed funding and withdrawal activity rather than the Company’s own treasury and acquisition-related transactions. Six Months Ended June 30, 2026 2025 Beginning balance $ - $ - Additions: USDT received in settlement of investments in and advances for joint ventures 18,494,000 - USDT received in settlement of an advance payment to a distributor 3,279,000 - USDT received in settlement of amounts due from a related party 2,603,223 - USDT purchased with cash 4,051,415 - USDT received as proceeds from a promissory note 40,000,000 - Dispositions: USDT transferred as consideration for the acquisition of Fusion Five ( 67,080,000 ) - USDT converted to U.S. dollars ( 347,638 ) - Ending balance $ 1,000,000 $ - 23 10. ADVANCE PAYMENT TO DISTRIBUTOR On March 25, 2025, the Company entered into a Distribution and Marketing Service Agreement with a Hong Kong entity pursuant to which the Company paid $ 529,000 for market access, brand development, and distribution services within the Asian market, excluding the Company’s SWOL Tequila product line. The amount has been recorded as a prepaid distribution and marketing cost. On April 1, 2025, the Company entered into a Distribution and Marketing Services Agreement with a Hong Kong entity pursuant to which the entity agreed to provide market access, promotional services, and distribution of the Company’s products and CWSpirits.com platform within the Asian market, excluding the Company’s SWOL Tequila product line. The total fee paid by the Company under the agreement is $ 2,750,000 , which has been recorded as a prepaid distribution and marketing cost. Through the dates of termination described below, no amortization had been recorded with respect to either arrangement, pending commencement of services. In April 2026, both arrangements were terminated, and the amounts previously paid, aggregating $ 3,279,000 , were returned to the Company in the form of USDT, a digital asset. This USDT, together with USDT received from other sources, was subsequently applied toward the consideration for the acquisition of Fusion Five. As a result, the Company does not anticipate recording any expense or loss in connection with these arrangements. See Note 9 — Digital Assets and Note 4 — Business Combination. 11. ACCRUED AND OTHER PAYABLES Accrued and other payables consist of the following: June 30, December 31, 2026 2025 Accrued retention and settlement payments $ 13,729 $ 13,729 Accrued consulting and other fees 178,675 231,435 Taxes payable 11,258 11,143 Accrued deferred offering costs 95,000 115,000 Accrued interest payable 263,014 - Accrued compensation 388,000 280,000 Accrued legal & professional fees 294,276 177,809 Other accrued 148,098 153,623 Total accrued and other payables $ 1,392,050 $ 982,739 Other accrued expenses, related party 119,694 45,000 Accrued retention and settlement payments, related parties 274,212 715,975 Total accrued and other payables, related parties $ 393,906 $ 760,975 12. NOTES PAYABLE On May 20, 2026, the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with several purchasers (collectively, the “Holders”), pursuant to which the Company issued 6 % promissory notes (the “Notes”) in an aggregate principal amount of $ 40,000,000 , in seven tranches ranging from $ 5,000,000 to $ 10,000,000 each. The Notes are governed by substantially identical terms, as summarized below. Each Note bears interest at a rate of 6.0 % per annum, computed on the basis of a 360-day year and actual days elapsed, and is payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, and on the Maturity Date. The Notes mature on May 20, 2028 (the “Maturity Date”). Upon the occurrence and during the continuance of an event of default, the applicable interest rate increases to 12.0 % per annum until such default is cured or waived in writing. The Notes constitute direct, unconditional, and unsecured obligations of the Company and rank pari passu in right of payment with the Company’s other present and future unsecured and unsubordinated indebtedness, and senior in right of payment to the Company’s equity securities. The Company may prepay the Notes, in whole or in part, at any time without penalty or premium, at a redemption price equal to 100 % of the outstanding principal amount being prepaid, plus accrued and unpaid interest thereon. Payments of principal and interest under the Notes may be made, at the Company’s election, in United States dollars or in Qualified Digital Assets, as defined in the Purchase Agreement. The Notes contain events of default customary for instruments of this type, including failure to make required payments of principal or interest, cross-default to other indebtedness of the Company in excess of $ 250,000 , certain bankruptcy and insolvency events, and certain events affecting the Company’s status as a publicly traded, reporting company under the Securities Exchange Act of 1934, as amended. The Notes also contain affirmative covenants customary for instruments of this type, including covenants relating to maintenance of corporate existence and payment of taxes, but do not contain financial maintenance covenants. 24 During the six months ended June 30, 2026, the Company received aggregate advances of $ 40,000,000 under the Notes, funded in Qualified Digital Assets rather than cash, in connection with the acquisition of Fusion Five Continents Securities Limited. See Note 9 — Digital Assets. Interest expense on the Notes was $ 263,014 for both the three and six months ended June 30, 2026, and accrued and unpaid interest of $ 263,014 is included in accrued and other payables as of June 30, 2026. No principal payments were made during the period. As of June 30, 2026, the future contractual maturities of the Notes were as follows: Year Ending December 31, 2026 (remaining six months) $ - 2027 - 2028 40,000,000 Total $ 40,000,000 13. STOCKHOLDERS’ EQUITY 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 effected a one-for-one hundred ( 1-for-100 ) reverse stock split of its issued and outstanding common stock, as described in Note 1. All share and per-share amounts presented throughout this Note have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented, in accordance with ASC 260, Earnings Per Share . 2026 Stock Transactions During the three months ended June 30, 2026, the Company issued 1,619 shares of common stock pursuant to its at-the-market offering program for net proceeds of $ 165,999 . 2025 Stock Transactions During the six months ended June 30, 2025, the Company issued 23,611 shares of common stock pursuant to its at-the-market offering program for net proceeds of $ 11,559,068 , of which $ 108,054 was received in April 2025 and recorded as a subscription receivable as of March 31, 2025. Additionally, the Company issued 2,105 shares of common stock upon the cash exercise of outstanding warrants for aggregate gross proceeds of $ 4,051,415 . As of June 30, 2025, no warrants remained outstanding. During the six months ended June 30, 2025, the Company issued 33 shares of common stock to Avraham Ben-Tzvi in recognition of his service as a former director, valued at $ 5,180 per share based on the grant-date fair value of January 2, 2025, resulting in stock-based compensation expense of $ 172,679 recorded within general and administrative expenses in the statements of operations. On June 3, 2025, the Company entered into an Advisory Services Agreement with a third party to provide capital markets and investor relations advisory services, in connection with which the Company issued 330 shares of common stock valued at $ 144 per share, resulting in a total non-cash expense of $ 47,520 recorded within general and administrative expenses for the three and six months ended June 30, 2025. During the six months ended June 30, 2025, the Company issued 2,105 shares of common stock upon the exercise of warrants, resulting in aggregate gross proceeds of $ 4,051,415 . As of June 30, 2025, no warrants remain outstanding. 25 Restricted Stock Units As of December 31, 2025, all restricted stock units had been fully vested or forfeited and no unrecognized compensation cost remained. No RSU activity occurred during the six months ended June 30, 2026. Stock-based compensation expense related to restricted stock units was $ 0 and $ 664,696 for the three months ended June 30, 2026 and 2025, respectively, and $ 0 and $ 1,360,205 for the six months ended June 30, 2026 and 2025, respectively. 14. RELATED PARTY TRANSACTIONS KBROS and Ssquared Spirits LLC The Company’s founder and Chief Executive Officer, who is a stockholder and member of the Board of Directors, has an economic interest in Ssquared Spirits LLC, the seller of the CWS Platform acquisition. The spouse of the Company’s former Chief Executive Officer and director is the President and controlling stockholder of KBROS, the managing member and director of Ssquared Spirits LLC, and a minority shareholder of the Company. See Note 6 for the CWS Platform acquisition from SSquared. KBROS serves as the Company’s Product Handler pursuant to a Product Handling Agreement. Under the agreement, KBROS is entitled to a monthly fee of $ 40,000 plus reimbursement of shipping and handling fees incurred in fulfilling customer orders, and a bonus upon reaching certain revenue milestones. During the three and six months ended June 30, 2026, the Company did not incur any product handling fees or incentive compensation payable to KBROS. During the three and six months ended June 30, 2025, the Company incurred product handling fees of $ 0 and $ 40,000 , respectively, to KBROS, recorded within cost of revenue in the statements of operations, and $ 0 and $ 100,000 , respectively, in incentive compensation, recorded within sales and marketing expenses in the unaudited consolidated statements of operations. In October 2024, the Company entered into a settlement and release agreement with KBROS and its controlling stockholder for an aggregate amount of $ 4,100,000 , recorded within general and administrative expenses in the statements of operations. As of June 30, 2026 and December 31, 2025, $ 234,212 and $ 675,975 , respectively, remained unpaid and are included in accrued and other payables, related party on the balance sheet. See Note 17 for funding commitment with KBROS. Country Wine & Spirits, Inc. (“CWS”) CWS operates six brick-and-mortar locations for the sale of beer, wine, and spirits and specializes in logistics of shipping. To date, CWS has distributed all of the alcohol ordered by customers through the CWS Platform, via the Company’s Product Handler agreement with KBROS. The President of CWS is also the 100 % owner of KBROS, the Product Handler. As of June 30, 2026 and December 31, 2025, accounts receivable, related party, with CWS was nil and $ 232,283 , respectively, included in accounts receivable, related party, on the unaudited condensed consolidated balance sheets. Performance Bonus – Chief Executive Officer During the three and six months ended June 30, 2026, the Company did not pay its Chief Executive Officer a performance bonus. During the three and six months ended June 30, 2025, the Company paid its Chief Executive Officer a performance bonus of $ 0 and $ 100,000 , respectively, for achieving certain revenue levels through the CWS Platform, which is included under sales and marketing expense in the consolidated statements of operations. 26 Due to/from Related Parties As of June 30, 2026, the Company had $ 260,272 due from related parties on the balance sheet, representing amounts due from Sean Dollinger, the Company’s Chief Executive Officer. As of December 31, 2025, the Company had $ 2,364,450 due from related parties, consisting of $ 50,000 due from Mr. Dollinger and $ 2,314,450 due from Yilin Lu, then the President and a member of the Board of Directors of the Company. These amounts are unsecured, non-interest bearing, and have no fixed repayment terms. On June 4, 2026, Mr. Lu resigned from his position as President and as a member of the Board of Directors of the Company, effective immediately. Mr. Lu’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In April 2026, prior to his resignation, the Company received repayment of $ 2,603,223 from Mr. Lu, received in USDT, in respect of amounts due from him, which is reflected as a related party transaction for the period during which the relationship existed, in accordance with ASC 850, Related Party Disclosures . As Mr. Lu is no longer an officer or director of the Company, and holds no other relationship that would cause him to be a related party as of June 30, 2026, the $ 143,544 due from Mr. Lu as of that date is presented as other receivable rather than as due from a related party. As of June 30, 2026, the Company had $ 3,001 due to related parties, payable to Mr. Dollinger. As of December 31, 2025, the Company had $ 6,713 due to related parties, consisting of $ 3,713 in reimbursable business expenses charged to a credit card held by Mr. Dollinger and $ 3,000 payable directly to Mr. Dollinger. Fusion Five – Related Party The Company’s majority-owned subsidiary, Fusion Five, has amounts due to a director of Fusion Five. The amount is unsecured, non-interest bearing, and repayable on demand. As of June 30, 2026, amounts due to related parties of Fusion Five were $ 57,453 . Lease The Company historically leased space, which is now month-to-month, from South Doll Limited Partnership, an entity affiliated with the Company’s Chief Executive Officer. Pursuant to retention and settlement agreements entered into during the year ended December 31, 2024, the Company agreed to pay $ 40,000 to South Doll Limited Partnership, an entity affiliated with the Company’s Chief Executive Officer. As of June 30, 2026 and December 31, 2025, this amount remained unpaid and is included in accrued and other payables, related party on the balance sheets. During the three months ended March 31, 2026, SWOL Holdings Inc., a wholly owned subsidiary of the Company, terminated its commercial lease agreement with CapMinds for office space located at 6538 Collins Avenue, Suite 344, Miami Beach, Florida 33141. CapMinds is an entity affiliated with Alexandra Hoffman, Secretary and Technical Writer of the Company and Chief Executive Officer of SWOL Holdings Inc. The lease had commenced March 15, 2025 at a monthly base rent of $ 1,200 and was originally scheduled to expire March 31, 2030 . No termination fees or penalties were incurred in connection with the termination. 15. SEGMENT REPORTING The Company has adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires disclosure, on both an annual and interim basis, of significant segment expenses regularly provided to the chief operating decision maker (“CODM”) and other segment items. The Company determines its operating segments in accordance with ASC 280, Segment Reporting , based on the information reviewed by the CODM, who is the Company’s Chief Executive Officer in allocating resources and assessing performance. Prior to the acquisition of Fusion Five Continents Securities Limited (“Fusion Five”) on June 1, 2026, the Company operated as a single reportable segment in the beverage alcohol e-commerce and marketing industry. Following the acquisition, the Company has determined that it operates in two reportable segments: (i) beverage alcohol, comprising the Company’s marketing services, e-commerce, and product distribution operations, and (ii) financial services, comprising Fusion Five’s securities brokerage operations. These segments have distinct regulatory environments, customer bases, and revenue and margin structures, and are evaluated separately by the CODM. The CODM evaluates segment performance based on segment revenue and cost of revenue. Other operating expenses, including general and administrative expenses and sales and marketing expenses, together with non-operating items, are reviewed by the CODM on a consolidated basis and are not regularly provided to the CODM disaggregated by segment; accordingly, such amounts are presented below as “Other segment items, net” and are not allocated between segments. 27 The following table presents segment revenues, the significant expense categories regularly provided to the CODM, and segment net income (loss), which is also consolidated net income (loss): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Segment revenue: Beverage alcohol $ 308,197 $ 498,528 $ 530,880 $ 927,868 Financial services 37,778 - 37,778 - Total revenue 345,975 498,528 568,658 927,868 Less: Segment cost of revenue: Beverage alcohol 295,333 414,022 540,252 813,204 Financial services 4,740 - 4,740 - Total cost of revenue 300,073 414,022 544,992 813,204 Segment gross profit 45,902 84,506 23,666 114,664 Less: other segment items, net (unallocated) General and administrative 1,263,129 2,207,612 4,044,029 4,230,773 Sales and marketing - 80,676 105,000 487,529 Other segment items, net (1) ( 3,919,142 ) ( 1,400 ) ( 5,912,309 ) ( 11,606 ) Segment and consolidated net income (loss) $ 2,701,915 $ ( 2,202,382 ) $ 1,786,946 $ ( 4,592,032 ) (1) Other segment items comprise interest expense, loss on disposition of assets, the gain on remeasurement of the previously held equity interest in Fusion Five, other income and income tax expense (benefit). These items are not regularly provided to the CODM at a more disaggregated level. The measure of segment assets reviewed by the CODM is consolidated total assets as presented on the condensed consolidated balance sheets, as segment-level asset information is not regularly provided to the CODM. June 30, December 31, 2026 2025 Segment and consolidated total assets $ 140,189,099 $ 31,232,458 Geographic Information The Company’s revenues are generated primarily in the United States. The Company’s subsidiary, YHC Online Limited, is incorporated and operates in Hong Kong; however, it did not generate revenue during the three and six months ended June 30, 2026 and 2025. Following the acquisition of Fusion Five, a New Zealand entity, on June 1, 2026, the Company generated revenue of $37,778 from Fusion Five’s brokerage operations during the three and six months ended June 30, 2026. Substantially all other revenues are attributable to the United States. Revenues are attributed to countries based on the location of the entity generating the revenue: Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 United States $ 308,197 $ 498,528 $ 530,880 $ 927,868 New Zealand (Fusion Five) 37,778 - 37,778 - Total revenues $ 345,975 $ 498,528 $ 568,658 $ 927,868 16. LEASES SWOL Lease In March 2025, SWOL Holdings Inc., a wholly-owned subsidiary of the Company, entered into a commercial lease agreement with CapMinds, a related party, for office space located at 6538 Collins Ave, Suite 344, Miami Beach, Florida, which also serves as the Company’s principal executive offices. CapMinds is an entity affiliated with Alexandra Hoffman, CEO of SWOL Holdings. See Note 14 - Related Party Transactions. The lease commenced on March 15, 2025 and expires on March 31, 2030 , with a term of approximately five years. Base rent is $ 1,200 per month, with all utilities and service charges borne by the landlord. The lease does not contain renewal options at a predetermined rate, variable lease payments, or residual value guarantees. During the six months ended June 30, 2026, the commercial lease agreement for office spaced located at 6800 Indian Creek Dr. Suite 1E Miami Beach, Florida 33141 was terminated and determined to be ineffective. Accordingly, the Company derecognized the related right-of-use asset of $ 51,651 and operating lease liability of $ 51,651 during the six months ended June 30, 2026, resulting in no net impact on the condensed consolidated statements of operations. Following the termination, the Company has no remaining obligations under the lease agreement. 28 17. COMMITMENTS AND CONTINGENCIES Funding Commitment Agreement On November 1, 2023, the Company entered into a Funding Commitment Agreement with KBROS, the Product Handler pursuant to the Product Handling Agreement as defined in Note 5. Pursuant to this agreement, the Company committed to provide annual funding to the Product Handler from time to time in the minimum amount of $ 2,500,000 to enable the Product Handler to purchase inventory from Company-approved vendors (“Vendors”). The Company may, without notice to Product Handler, elect not to advance funding for any inventory sold by particular Vendors with respect to which the Company reasonably feels insecure. This Agreement concerns a funding commitment, and not the purchase of Products from Product Handler or Vendors. For further details regarding the settlement agreement, see Note 14. Fusion Five — Remaining Purchase Commitment Pursuant to the Share Purchase Agreement described in Note 4 — Business Combination, the Company has agreed to acquire the remaining 46 % of the issued and outstanding shares of Fusion Five Continents Securities Limited (“Fusion Five”) not already owned by the Company, in one or more subsequent closings, for an aggregate purchase price of $ 59,800,000 . Completion of the remaining closings is subject to the receipt of required government regulatory approvals and is expected to be funded through additional equity or debt financing, proceeds from the Company’s at-the-market offering program, or other capital-raising transactions. There can be no assurance that the required regulatory approvals will be obtained or that adequate financing will be available on terms acceptable to the Company, or at all. See Note 4 — Business Combination and Note 18 — Subsequent Events. Legal Proceedings — Kingbird Ventures, LLC On July 11, 2025, the Company, along with several of its current and former officers and directors and other parties, was named as a defendant in an action filed in the Eighth Judicial District Court, Clark County, Nevada, captioned Kingbird Ventures, LLC v. Sean Dollinger, et al. The complaint alleged, among other things, breach of fiduciary duties, violations of Nevada Revised Statutes Sections 78.650, 78.630, 207.400, 90.570, and 32.010, alter ego liability, and civil conspiracy. The complaint sought, among other things, unspecified monetary damages, a declaratory judgment, injunctive relief to freeze the assets of the Company and certain other defendants, and relief to prevent material corporate decisions by the Company. On September 22, 2025, the Company entered into two settlement agreements with Kingbird Ventures and the other parties named therein to resolve all matters related to the litigation. The First Settlement Agreement resolved the direct claims asserted by Kingbird Ventures against the Company and other defendants, providing for the dismissal of all direct claims with prejudice, mutual releases among the parties, a cash payment obligation of $ 13,000,000 from the Nevada Defendants (as defined in the First Settlement Agreement), and customary provisions including no admission of liability and confidentiality. The Second Settlement Agreement resolved the stockholder derivative claims brought on behalf of the Company against certain current and former officers and directors, providing for the dismissal of the derivative action with prejudice, subject to court approval, mutual releases among the parties, and customary provisions including no admission of liability, cooperation undertakings, and confidentiality. The Company recognized the full settlement amount of $ 13,000,000 as legal settlement expense in the consolidated statements of operations for the year ended December 31, 2025, presented as a separate line item within other expense to distinguish it from the Company’s ongoing operating results. As of December 31, 2025, the settlement obligation has been paid in full and no remaining liability is recorded on the consolidated balance sheet in connection with this matter. 18. SUBSEQUENT EVENTS The Company has evaluated subsequent events through August 19, 2026, the date these unaudited condensed consolidated financial statements were available to be issued, and identified the following matters requiring disclosure. Issuance of Common Stock 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. Reverse Stock Split On July 9, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation to effect a one-for-one hundred ( 1-for-100 ) reverse stock split of its issued and outstanding common stock, which became effective at 12:01 a.m., Eastern Time, on July 13, 2026. As a result of the Reverse Stock Split, the Company’s 130,383,799 shares of common stock issued and outstanding immediately prior to the Reverse Stock Split were combined into approximately 1,303,879 shares; fractional shares were rounded up to the next whole share at the participant level, resulting in 1,303,879 shares of common stock issued immediately following the Reverse Stock Split. See Note 1 — Nature of Operations. Subsequent to the Reverse Stock Split, the Company issued an additional 32 shares of common stock. As of August 19, 2026, the Company had 1,303,911 shares of common stock issued, of which 54 shares were held as treasury stock, resulting in 1,303,857 shares of common stock outstanding. 29 PART I — FINANCIAL INFORMATION