UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
LQR House Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
50215C109
(CUSIP Number)
October 16, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ | Rule 13d-1(b) |
☒ | Rule 13d-1(c) |
☐ | Rule 13d-1(d) |
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 50215C109 | 13G | Page 2 of 5 Pages |
1. | NAME OF REPORTING PERSON
1173727 BC LTD. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
4,210,000 | ||
6. | SHARED VOTING POWER
| |||
7. | SOLE DISPOSITIVE POWER
4,210,000 | |||
8. | SHARED DISPOSITIVE POWER
|
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,210,000 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4% | |||||
12. | TYPE OF REPORTING PERSON
CO |
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CUSIP No. 50215C109 | 13G | Page 3 of 5 Pages |
1. | NAME OF REPORTING PERSON
Connor Yuen | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
4,210,000 | ||
6. | SHARED VOTING POWER
| |||
7. | SOLE DISPOSITIVE POWER
4,210,000 | |||
8. | SHARED DISPOSITIVE POWER
|
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,210,000 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4% | |||||
12. | TYPE OF REPORTING PERSON
IN |
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CUSIP No. 50215C109 | 13G | Page 4 of 5 Pages |
Item 1(a). | Name of Issuer: | |||
LQR House Inc. | ||||
Item 1(b). | Address of Issuer’s Principal Executive Offices: | |||
6800 Indian Creek Dr., Suite 1E, Miami Beach, FL 33141 | ||||
Item 2(a). | Name of Person Filing: | |||
1. 1173727 BC LTD.
2. Conner Yuen
Mr. Yuen has voting and investment control over the securities held by 1173727 BC LTD. | ||||
Item 2(b). | Address of Principal Business Office or, if none, Residence: | |||
1. 10511 Palmberg Road, Richmond, BC, Canada V6W 1C5
2. 10511 Palmberg Road, Richmond, BC, Canada V6W 1C5 | ||||
Item 2(c). | Citizenship: | |||
1. Canada
2. Canada | ||||
Item 2(d). | Title of Class of Securities: | |||
Common Stock, $0.0001 par value per share | ||||
Item 2(e). | CUSIP Number: | |||
50215C109 | ||||
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), indicate type of person filing.
Not applicable. | |||
Item 4. | Ownership. | |||
(a) | Amount beneficially owned: See row 9 of the cover page. | |||
(b) | Percent of class: See row 11 of the cover page. | |||
(c) | Number of shares as to which such person has: | |||
(i) Sole power to vote or direct the vote: See row 5 of the cover page. | ||||
(ii) Shared power to vote or direct the vote: See row 6 of the cover page. | ||||
(iii) Sole power to dispose or to direct the disposition of: See row 7 of the cover page. | ||||
(iv) Shared power to dispose or to direct the disposition of: See row 8 of the cover page. |
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CUSIP No. 50215C109 | 13G | Page 5 of 5 Pages |
Percent of class is based on (i) the number of shares held by the reporting person as of October 16, 2023 and (ii) the number of shares of common stock outstanding as of October 16, 2023 (44,777,109 shares) as reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on October 16, 2023. | ||
Item 5. | Ownership of Five Percent or Less of a Class. | |
Not applicable. | ||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
Not applicable. | ||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not applicable. | ||
Item 8. | Identification and Classification of Members of the Group. | |
Not applicable. | ||
Item 9. | Notice of Dissolution of Group. | |
Not applicable. | ||
Item 10. | Certifications. | |
By signing below each reporting person certifies that, to the best of its knowledge and belief the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
October 25, 2023 | 1173727 BC LTD. | |||||
By: | /s/ Connor Yuen | |||||
Name: | Connor Yuen | |||||
Title: | Chief Executive Officer | |||||
/s/ Connor Yuen | ||||||
Name: | Connor Yuen |
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