LQR House Inc.
7.10%
737,000
1843165
50215C109
Jun 26, 2025
Oct 8, 2025, 09:00 AM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Diveroli Investment Group LLC | Other | 7.10% | 737,000 | 0 | 0 |
| Kingbird Ventures LLC | Other | 7.10% | 737,000 | 0 | 0 |
Disclosure Items (7)
Common Stock, $0.0001 par value per share
LQR House Inc.
6538 Collins Ave. Suite 344, Miami Beach, FL, 33141
Diveroli Investment Group LLC ("Diveroli") and Kingbird Ventures LLC ("Kingbird" and together with Diveroli, the "Reporting Persons").
The Reporting Persons have a business address of 848 Brickell Ave., Suite PH5, Miami, FL, 33131.
Each of the Reporting Persons is an investment firm that invests in public and private companies. Diveroli is the authorized representative of Kingbird.
Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the reporting person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
Diveroli is a Delaware limited liability company. Kingbird is a Wyoming limited liability company.
An aggregate of 737,000 shares of common stock of the Issuer were purchased by the Reporting Persons in open market transactions executed through a brokerage account, using the working capital of Kingbird. The total aggregate price paid for the shares by the Reporting Persons was $1,218,579.62 plus $3,710.67 in brokerage fees, for a total basis of $1,222,290.29.
The Reporting Persons believed that they initially accumulated beneficial ownership of more than five percent of the common stock of the Issuer as of June 27, 2025, based on the Reporting Persons purchasing an aggregate of 63,893 shares of common stock of the Issuer, representing approximately 6% of the outstanding shares of common stock of the Issuer (based on approximately 1,061,389 shares of common stock issued and outstanding as of May 9, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025). The Original Schedule 13D was not filed until July 18, 2025, wherein the Reporting Persons then beneficially owned 737,000 shares of common stock of the Issuer, representing approximately 10.817% of the outstanding shares of common stock of the Issuer (based on approximately 6,809,578 shares of common stock issued and outstanding as of July 16, 2025, as disclosed in that certain press release of the Issuer, dated as of July 17, 2025, as made publicly available on its corporate website). As of the date of this Amendment No.1, the Reporting Persons beneficially own 737,000 shares of common stock, representing approximately 7.1% of the outstanding shares of common stock of the Issuer (based on 10,378,084 shares of common stock issued and outstanding as of August 12, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025.
Voting Power: Pursuant to the Voting Agreement (as defined and describe in Item 6 below), the Proxyholder has sole power to vote or to direct the voting of all 737,000 shares of common stock of the Issuer. The Reporting Persons have no power to vote or to direct the voting of such shares. Dispositive Power: The Reporting Persons retain the right to dispose of the shares, subject to the transfer restrictions contained in the Voting Agreement. The shares are held in the name of Kingbird, whereby Diveroli is its authorized representative. Therefore, each of Kingbird and Diveroli have the shared investment power to dispose or to direct the disposition of all 737,000 shares of common stock of the Issuer, subject to the Voting Agreement.
An aggregate of 737,000 shares of common stock of the Issuer were purchased by Kingbird in open market transactions executed through a brokerage account, using the working capital of Kingbird. Specifically, Kingbird effectuated the following purchases: (i) 17,930 shares for a total consideration of $22,631.42 on June 26, 2025; (ii) 45,963 shares for a total consideration of $60,031.70 on June 27, 2025; (iii) 159,053 shares for a total consideration of $231,420.88 on June 30, 2025; (iv) 399,207 shares for a total consideration of $691,298.15 on July 1, 2025; (v) 53,500 shares for a total consideration of $97,372.87 on July 3, 2025; and (vi) 61,347 shares for a total consideration of $119,535.27 on July 7, 2025. The consideration listed above includes the brokerage fees paid by the Reporting Persons. The total aggregate price paid for the shares by the Reporting Persons was $1,218,579.62 plus $3,710.67 in brokerage fees, for a total basis of $1,222,290.29.
Not applicable.
Not applicable.
The relationships between the Reporting Persons described in Items 2 and 5 above are incorporated herein by reference. On September 22, 2025, Kingbird entered into a Voting Agreement and Irrevocable Proxy (the "Voting Agreement") with the Issuer and Yilin Lu, the President of the Issuer (the "Proxyholder"). Pursuant to the Voting Agreement, Kingbird granted to the Proxyholder an irrevocable proxy and power of attorney with respect to all 737,000 shares of common stock of the Issuer beneficially owned by Kingbird. Under the Voting Agreement, the Proxyholder has the exclusive right to vote the shares or act by written consent in his sole discretion and Kingbird is required to abstain from voting such shares. Kingbird assigned to the Proxyholder all rights to initiate or participate in derivative or direct claims in such capacity as a stockholder and to exercise appraisal or dissenters' rights with respect to the shares. The Voting Agreement includes transfer restrictions that prohibit Kingbird from selling, transferring, or encumbering the shares except in limited circumstances, including ordinary-course open market sales not to affiliates, group members, or competitors of the Issuer. Any permitted transferees (other than in such market transactions) must agree to be bound by the Voting Agreement. The Voting Agreement terminates on the earliest of: (i) termination by the Issuer in writing; (ii) Kingbird's disposition of all of its shares in compliance with the Voting Agreement and related settlement agreements; or (iii) seven years from the date of the agreement (or such longer period as permitted by law). The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, which is filed as Exhibit 99.2 hereto and incorporated herein by reference.
99.1 Joint Filing Agreement (incorporation by reference to Exhibit 99.1 of Schedule 13D filed with the SEC on July 18, 2024). 99.2 Voting Agreement and Irrevocable Proxy, dated September 22, 2025