Star Metro - LQR House Inc. Announces Agreement to Acquire 100% of Fusion Five Continents Limited, a Next-Generation Cross-Border Securities and Digital Asset Trading Platform

MIAMI BEACH, FL / ACCESS Newswire / April 16, 2026 / LQR House Inc. (the "Company" or "LQR House") (NASDAQ:YHC), a niche ecommerce platform specializing in the spirits and beverage industry, announces the execution of a Share Purchase Agreement ("SPA") to acquire 100% of Fusion Five Continents Limited ("Fusion Five"), a next-generation cross-border securities trading intermediary that supports USDT-based funding and settlement capabilities for access to Hong Kong and U.S. equity markets. The acquisition will be completed in multiple tranches. The initial closing, expected to occur no later than April 24, 2026, will consist of a 24% equity stake in Fusion Five in exchange for consideration valued at $28,080,000, payable in USDT, with one or more subsequent closings structured to bring LQR House's total ownership to 100%, for aggregate consideration of up to $126,880,000, subject to receipt of required regulatory approvals.

A Year of Exploration That Led to a Defining Moment

Over the past twelve months, LQR House has been deliberate and disciplined in its exploration of the digital asset and blockchain space. The Company evaluated a range of opportunities, including Bitcoin treasury reserve strategies and partnerships in the crypto mining sector, specifically examining opportunities with large-scale mining operations. These efforts reflected the broader market enthusiasm that swept across public companies in 2024 and early 2025 as the Bitcoin treasury trade emerged as a short-lived but high-profile strategy.

While the treasury and mining plays generated significant attention for those who moved early, LQR House recognized that the window for differentiated value creation in those categories was narrowing. Companies that rushed to adopt Bitcoin treasury strategies or mining exposures received mixed reviews from institutional investors, and the long-term strategic rationale for many of those moves remained unclear. LQR House made a conscious decision not to chase a crowded trade.

Instead, the Company turned its focus toward an opportunity with a longer arc of value creation: one that sits at the convergence of digital assets, global capital markets, and the expanding USD stablecoin ecosystem. That exploration has led LQR House directly to Fusion Five.

Why Fusion Five: Infrastructure for the Next Era of Global Investing

Fusion Five operates as a cross-border securities trading intermediary providing clients with access to Hong Kong and U.S. equity markets through an integrated operational framework. One factor setting Fusion Five apart is its proprietary ability to facilitate USDT deposits for securities trading, a capability that is not commonly available among financial intermediaries targeting Asian investors. Through a partnership with a licensed securities broker in Hong Kong, Fusion Five connects its client base of approximately 4,000 investors to global equity markets using USDT stablecoin as the funding mechanism, with settlement facilitated by a licensed trust company.

This end-to-end solution is designed to streamline conventional cross-border fund transfers for a demographic that holds significant digital asset wealth but has historically faced structural barriers to deploying it into regulated global equity markets. Fusion Five's current client base is predominantly composed of mainland Chinese investors, a segment with significant pools of capital seeking international diversification.

Fusion Five has also assembled a formidable technology team with credentials from Oxford, Stockholm University, and Tsinghua University, combining expertise in quantitative finance, AI, and behavioral data science. The Company is deploying AI-driven capabilities across its operations to drive efficiency, enhance the client experience, and build competitive moats that are difficult to replicate.

Structural Tailwinds: A Market Built for This Moment

The decision to invest in Fusion Five is supported by powerful structural market dynamics. The USD stablecoin market has undergone extraordinary growth, expanding from approximately $27 billion in 2020 to nearly $300 billion by the end of 2025. USDT now commands approximately 65% of the stablecoin market share, with roughly $190 billion in circulation, while USDC holds approximately 25%.

The Company believes that this reflects fundamental demand from global investors who need efficient, low-friction mechanisms to move capital across borders. The cross-border brokerage market is expanding in parallel, driven by rising household wealth in Asia, growing appetite for Hong Kong and U.S. equity exposure, and the demonstrated advantages of fintech-enabled settlement over legacy bank wire infrastructure. Fusion Five sits at the center of all three of these dynamics.

This investment also aligns directly with the current direction of U.S. regulatory policy. The current administration has signaled clear support for USD stablecoin infrastructure as a mechanism to extend dollar dominance in global finance. Fusion Five's model, which uses USDT as the settlement layer for equity market access, positions LQR House as a company operating in alignment with this policy direction rather than against it.

Strategic Fit

A defining feature of this acquisition is what it does not require LQR House to take on. Unlike direct Bitcoin treasury positions or mining operations, this investment does not directly expose the Company to holding crypto assets or related price volatility. LQR House is not a holder of speculative digital assets. It is an investor in a revenue-generating operating business within regulated financial markets, leveraging digital asset infrastructure as a competitive advantage. The Company's upside is tied to the growth of Fusion Five's client base, transaction volumes, and expansion into new product lines, not to the price of any single cryptocurrency.

This structure was deliberate. LQR House has spent twelve months learning the digital asset landscape, watching how other public companies navigated the space, and identifying the entry point that offers the most compelling risk-adjusted opportunity. Fusion Five represents that entry point.

"Over the past year, we took the time to genuinely understand the digital asset landscape before committing capital," said Sean Dollinger, Chief Executive Officer of LQR House. "We watched the Bitcoin treasury trade come and go. We looked hard at mining. And we kept asking ourselves: where is the durable, compounding opportunity that is built to last? Fusion Five answered that question. This is a business with a real client base and a differentiated product. The stablecoin ecosystem is not a trend. It is becoming the infrastructure of global finance. We want to be positioned at the center of that, and we believe that Fusion Five gets us there without taking on the balance sheet exposure that has made other crypto-adjacent strategies complicated for public companies. This is the move we have been building toward."

"Partnering with LQR House represents a pivotal milestone for Fusion Five," said Dan Shields, Chief Executive Officer of Fusion Five Limited. "We have built a platform that solves a genuine problem for a massive and underserved market. Chinese and Asian investors hold significant capital in digital assets, and they want access to global equities. We built the bridge. Having LQR House as a strategic partner brings capital, visibility, and institutional credibility that accelerates everything we are working toward. Our AI-powered infrastructure is ready to scale, and this investment gives us the foundation to do exactly that."

Transaction Details

• Investment Amount: $28,080,000 (initial closing), payable in USDT; up to $126,880,000 in aggregate consideration for 100% acquisition pursuant to the Share Purchase Agreement

• Ownership Stake: 24% (initial closing); 100% upon receipt of regulatory approvals

• Form of Investment: Equity pursuant to the Share Purchase Agreement (consideration payable in USDT)

• Additional Terms: Subsequent tranches structured to achieve 100% ownership; each additional closing contingent upon receipt of applicable regulatory approvals

• Expected Closing: initial closing: no later than April 24, 2026; subsequent closings subject to regulatory approval

The transaction is subject to customary closing conditions. Additional details will be disclosed in accordance with applicable securities laws and Nasdaq listing requirements.

New Board Appointments

In connection with the acquisition, the Company has appointed two New Zealand-based professionals to its Board of Directors. Their backgrounds in financial compliance and cybersecurity reflect the regulatory complexity and technology infrastructure demands of operating a licensed global brokerage.

Yuting (Tina) Luo

Ms. Luo, age 24, is a compliance and risk management professional with experience in financial services, specializing in anti-money laundering and countering the financing of terrorism (AML/CFT) under New Zealand regulatory requirements. She holds a Bachelor of Commerce from the University of Auckland. Ms. Luo previously served at Tiger Brokers, where she was responsible for AML/CFT program administration, transaction monitoring, customer due diligence, and operational reconciliation within brokerage activities. Her appointment strengthens the Board's oversight capability in financial compliance and regulatory risk management.

Hoi Ho George Wong

Mr. Wong, age 37, is a New Zealand citizen with more than ten years of experience in network and information security and application systems development, primarily within the financial technology sector. He completed his studies in Information Technology at the Christchurch Polytechnic Institute of Technology. Mr. Wong has provided cybersecurity services to banks, brokerage firms, and other financial institutions, with expertise spanning security architecture, threat detection and mitigation, compliance auditing, incident response, and information security management systems. His appointment enhances the Board's governance of cybersecurity risk, data protection, and technology infrastructure across the Company's expanding operations.

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About LQR House Inc.

LQR House intends to become a prominent force in the wine and spirits e-commerce sector, epitomized by its flagship alcohol marketplace, cwspirits.com. This platform seamlessly delivers a diverse range of emerging, premium, and luxury spirits, wines, and champagnes from esteemed retail partners like Country Wine & Spirits. Functioning as a technology-driven hub, LQR House utilizes software, data analytics, and artificial intelligence to elevate consumer experience. CWSpirits.com stands out as the go-to destination for modern, convenience-oriented shoppers, providing a curated selection of alcohol products delivered to homes across the United States. Beyond its role in an e-commerce sector, LQR House is a marketing agency with a specialized focus on the alcohol industry. The Company measures campaign success by directly correlating it with sales on CWSpirits.com, demonstrating a return on investment. Backed by an influential network of around 460 figures in the alcohol space, LQR House strategically drives traffic to CWSpirits.com, enhancing brand visibility. LQR House intends to disrupt the traditional landscape of the alcohol industry, driven by its dedication to providing an unparalleled online purchasing experience and delivering tailored marketing solutions.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Shareholders can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "potential," "continue" or other similar expressions. Forward-looking statements contained in this press release are made only as of the date of this press release. Forward-looking statements in this press release include, without limitation, statements regarding the anticipated closings under the Share Purchase Agreement and the Company's ability to complete the transactions contemplated therein, which are subject to various conditions, including regulatory approvals. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in other reports and documents that the Company files from time to time with the United States Securities and Exchange Commission (the "SEC"). You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the headings "Risk Factors". Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in other reports and documents that the Company files from time to time with the SEC. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. References and links to websites have been provided as a convenience, and the information contained on such websites has not been incorporated by reference into this press release.

Investor and Media Contact:

[email protected]

SOURCE: LQR House

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F.Davis--SMC