Hyperliquid Strategies Inc美股招股说明书(2025-12-03版)

Up to 160,000,000 Shares of Common Stock This prospectus relates to the potential offer and sale from time to time by Chardan Capital Markets LLC (“Chardan” or the“Selling Securityholder”) of up to 160,000,000 shares of our common stock, par value $0.01 per share (“Common Stock” or “PubcoCommon Stock”), that have been or may be issued by us to Chardan pursuant to a ChEF Purchase Agreement, dated as of October 22,2025, by and between us and Chardan (as amended from time to time, the “Purchase Agreement”), establishing a committed equityfacility (the “Facility”). Such shares of our Common Stock that we may elect, in our sole discretion, to issue and sell to Chardan fromtime to time under the Purchase Agreement are referred to herein as the “Purchase Shares”. The actual number of shares of our CommonStock issuable will vary depending on the then current market price of shares of our Common Stock sold to Chardan under the Facility,but will not exceed the number of shares of Common Stock set forth in the first sentence of this paragraph unless we file an additionalregistration statement under the Securities Act of 1933, as amended (the “Securities Act”) with the Securities and Exchange Commission(the “SEC”). See “The Committed Equity Financing” for a description of the Purchase Agreement and the Facility and “SellingSecurityholder” for additional information regarding Chardan and “Plan of Distribution (Conflicts of Interest)” for a description ofcompensation payable to Chardan. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of ourCommon Stock by Chardan. We may receive up to $1.0 billion in aggregate gross proceeds from Chardan under the Purchase Agreementin connection with sales of the shares of our Common Stock to Chardan pursuant to the Purchase Agreement after the date of thisprospectus. However, the actual proceeds from Chardan may be less than this amount depending on the number of shares of our CommonStock sold and the price at which the shares of our Common Stock are sold. In connection with the execution of the Purchase Agreement,we agreed to pay Chardan a commitment fee consisting of (i) $125,000 payable on the later of the date of the closing of the transactionscontemplated by the Transaction Agreement (defined below) and the date the registration statement of which this prospectus forms a partis effective (the “Commencement Date”), (ii) $250,000 payable once we have received an aggregate of $25.0 million in proceeds fromsales of our Common Stock under the Facility and (iii) $625,000 payable once we have received an aggregate of $50.0 million in proceedsfrom sales of our Common Stock under the Facility (collectively, the “Commitment Fee”). We also paid Chardan a documentation feeequal to $25,000 (the “Documentation Fee”) as consideration in connection with the preparation of the Purchase Agreement. See “Planof Distribution” for a discussion of the fees and expenses payable by us to Chardan under the Purchase Agreement. This prospectus provides you with a general description of such securities and the general manner in which Chardan may offer orsell the securities. More specific terms of any securities that Chardan may offer or sell may be provided in a prospectus supplement thatdescribes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectussupplement may also add, update or change information contained in this prospectus. Chardan may offer, sell or distribute all or a portion of the shares of our Common Stock acquired under the Purchase Agreementand hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs,expenses and fees in connection with the registration of the shares of our Common Stock, including with regard to compliance with statesecurities or “blue sky” laws. The timing and amount of any sales of the shares of our Common Stock purchased by Chardan are withinthe sole discretion of Chardan. Chardan is an underwriter under the Securities Act, and any profit on the sale of shares of our CommonStock by Chardan and any discounts, commissions or concessions received by Chardan may be deemed to be underwriting discounts andcommissions under the Securities Act. Although Chardan is obligated to purchase shares of our Common Stock under the terms andsubject to the conditions and limitations of the Purchase Agreement to the extent we choose to sell such shares of our Common Stock to it(subject to certain conditions), there can be no assurances that we will choose to sell any shares of our Common Stock to Chardan or thatChardan will sell any or all of the shares of our Common Stock, if any, purchased under the Purchase Agreement pursuant to thisprospectus. Chardan will bear all commissions and discounts, if any, attributable to its sale of shares of our Common Stock. See “