LQR房屋有限公司2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number:001-41778 LQR House Inc.(Exact name of registrant as specified in its charter) 6538 Collins Ave. Suite 344Miami Beach,FL33141(786)389-9771(Address of principal executive offices, including zip code) Tel: (786) 389-9771(Registrant’s telephone number, including area code) N/A(Former name, former address and formal fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and emerging growth company in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if this registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of November 14, 2025, the Company had 14,121,684 shares of common stock, $0.0001 par value, issued and14,116,237shares ofcommon stock, $0.0001 par value, outstanding. LQR HOUSE INC.FORM 10-Q TABLE OF CONTENTS PART I. FINANCIAL INFORMATIONITEM 1.Financial Statements – Unaudited1Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 20241Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months ended September30, 2025 and 20242Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months endedSeptember 30, 2025 and 20243Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2025and 20244Notes to Unaudited Condensed Consolidated Financial Statements5ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations18ITEM 3Quantitative and Qualitative Disclosures about Market Risk26ITEM 4.Controls and Procedures26PART II. OTHER INFORMATIONITEM 1.Legal Proceedings27ITEM 1A.Risk Factors27ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds27ITEM 3.Defaults upon Senior Securities28ITEM 4.Mine Safety Disclosures28ITEM 5.Other Information28ITEM 6.Exhibits28SIGNATURES32 IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY As a company with less than $1.235billion in revenue during our most recently completed fiscal year, we qualify as an “emerginggrowth company” as defined in Section2(a) of the Securities Act of 1933, as amended, (the “Securities Act,”) as modified by theJumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specifiedreduced disclosure and other exemptions from requirements that are otherwise applicable to public companies that are not emerginggrowth companies. These provisions include: ●Reduced disclosure about our executive compensation arrangements;●Exemptions from non-binding shareholder advisory votes on executive compensation or golden parachute; and●Exemption from auditor attestation requirement in the assessment of our internal control over financial reporting. We will remain an emerging growth company until the earliest of (i) the last day of the year in which we have total annual grossrevenue of $1.235 billion or more; (ii) the last day of the year following the fifth anniversary of the first sale of the common equitysecurities pursuant to an effective registration under the Securities Act; (iii) the date on which we have issued more than $1.0 billion innonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under therules of the Securities and Exchange Commission. In addition, the JOBS Act provides that an emerging growth company can take advant