Hyperliquid Strategies Acquires 09 Crypto Assets

TL;DR

Hyperliquid bought 09 Crypto Assets, expect big changes.

AI Summary

Hyperliquid Strategies Inc. announced on December 2, 2025, the completion of its acquisition of 09 Crypto Assets. The filing details several material events, including entry into a definitive agreement, completion of asset disposition, unregistered sales of equity securities, and changes in control of the registrant. The company also reported amendments to its articles of incorporation and bylaws, and changes in its code of ethics.

Why It Matters

This acquisition signifies a significant strategic move for Hyperliquid Strategies, potentially expanding its footprint in the digital asset space and altering its corporate structure.

Risk Assessment

Risk Level: medium — The filing indicates multiple material events, including changes in control and unregistered equity sales, which can introduce regulatory and operational risks.

Key Players & Entities

• Hyperliquid Strategies Inc. (company) — Registrant
• 09 Crypto Assets (company) — Acquired Entity
• 20251202 (date) — Date of Report
• 20251203 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share PURR The Nasdaq Stock Mar
• $9 — have per share exercise prices equal to $9.375, $12.50 and $18.75, respectively (i
• $12.50 — share exercise prices equal to $9.375, $12.50 and $18.75, respectively (in each case
• $18 — cise prices equal to $9.375, $12.50 and $18.75, respectively (in each case subject
• $0.0001 — hares of Sonnet common stock, par value $0.0001 per share (" Sonnet Common Stock "), ex
• $1.25 — iately prior to the Closing, divided by $1.25 (except that one equityholder of Rorsch

Filing Documents

• form8-k.htm (8-K) — 146KB
• ex2-2.htm (EX-2.2) — 51KB
• ex3-1.htm (EX-3.1) — 65KB
• ex3-2.htm (EX-3.2) — 44KB
• ex3-3.htm (EX-3.3) — 90KB
• ex10-1.htm (EX-10.1) — 93KB
• ex10-2.htm (EX-10.2) — 61KB
• ex10-3.htm (EX-10.3) — 147KB
• ex10-4.htm (EX-10.4) — 199KB
• ex99-1.htm (EX-99.1) — 19KB
• 0001493152-25-025886.txt ( ) — 1257KB
• purr-20251202.xsd (EX-101.SCH) — 3KB
• purr-20251202_lab.xml (EX-101.LAB) — 33KB
• purr-20251202_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2025 HYPERLIQUID STRATEGIES INC (Exact name of Registrant as Specified in Its Charter) Delaware 001-42985 39-3284080 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 477 Madison Avenue 22 nd Floor New York , NY 10022 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (212) 883-4330 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share PURR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Explanatory Note On December 2, 2025 (the " Closing Date "), Hyperliquid Strategies Inc (the " Company ") completed its previously announced business combination (the " Closing "), pursuant to the Business Combination Agreement, dated as of July 11, 2025 (as amended on September 22, 2025, the " BCA "), by and among the Company, Sonnet BioTherapeutics Holdings, Inc. (" Sonnet "), Rorschach I LLC (" Rorschach "), TBS Merger Sub Inc. (" Sonnet Merger Sub ") and Rorschach Merger Sub, LLC (" Rorschach Merger Sub "), and the Company's Common Stock (as defined below) is expected to begin trading on the Nasdaq Capital Market under the symbol "PURR" on December 3, 2025. The BCA, among other things, provided for (i) the merger of Rorschach Merger Sub with and into Rorschach (the " Rorschach Merger "), with Rorschach surviving the Rorschach Merger as a direct wholly owned subsidiary of the Company, and (ii) immediately following the Rorschach Merger, the merger of Sonnet Merger Sub with and into Sonnet (the " Sonnet Merger " and, together with the Rorschach Merger, the " Mergers " or " Business Combination "), with Sonnet surviving the Sonnet Merger as a direct wholly owned subsidiary of the Company. Capitalized terms used in this Current Report on Form 8-K (" Current Report ") but not otherwise defined herein have the meanings given to them in the BCA. See Item 2.01 for additional information regarding completion of the Business Combination. Item 1.01 Entry into a Material Definitive Agreement. Advisor Agreements Pursuant to the BCA, on the Closing Date, the Company and Rorschach Advisors LLC (the " Advisor ") entered into an Advisor Rights Agreement (the " Advisor Rights Agreement ") and a Strategic Advisor Agreement (the " Advisory Agreement "), and the Company issued to the Advisor three warrants (each, an " Advisor Warrant "). Pursuant to the Advisor Rights Agreement, among other things, for so long as the Advisor and its affiliates continue to own at least 10% of the total number of shares of the Company's common stock, par value $0.01 per share (" Common Stock "), held by the Advisor as of immediately following the Closing (the " Minimum Holding Condition "), the Advisor will have the right to nominate a number of persons (the " Advisor Directors ") to the Company's board of directors (the " Board ") equal to the result of (rounded up to the nearest whole number) (a) the percentage determined by dividing (i) the number of shares of Common Stock beneficially owned by the Advisor (together with its affiliates) (on an "as-converted" and "as exercised" basis and without applying any "blocker" provisions limiting the exercise or conversion of any securities held by any such person) by (ii) the total number of shares of Common Stock then outstanding (on an "as-converted" and "as exercised" basis), multiplied by (b) the then current size of the Board (counting, for purposes of such determination, all vacancies as fil

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