SecProbe.io

September 18, 2025
David Schamis
Chief Executive Officer
Hyperliquid Strategies Inc
477 Madison Avenue, 22nd Floor
New York, NY 10022
Re:Hyperliquid Strategies Inc
Registration Statement on Form S-4
Filed September 4, 2025
File No. 333-290034
Dear David Schamis:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
The Transactions
Background of the Transactions, page 85
1.We note your responses to comments 19 and 20, and re-issue in part. Please revise
your disclosure to clarify:
•Whether the representatives of Chardan representing Sonnet and Rorschach
included any of the same individuals.
•How Chardan determined to represent Rorschach over Sonnet in the transaction.
•Any policies or procedures in place as Chardan represented both parties in the
negotiation of the term sheet.
•The risks attendant to the potential conflict of interest in Chardan representing
both sides in the negotiation of the term sheet.

September 18, 2025
Page 2
2.We note your revised disclosure in response to prior comment 16. Please revise your
disclosure to clarify when the responses from the 18 life sciences companies and the
initial indications of interest in reverse mergers were considered.
3.We note your disclosure on page 86 that the draft non-binding term sheet delivered on
June 7, 2025 contemplated "the establishment of new governance and advisory
arrangements, including board representation and warrants for Rorschach's advisor."
Please expand your disclosure to provide additional details regarding these terms.
4.Please disclose the contents of the discussion that Chardan, Sonnet, and Lowenstein
had on June 9, 2025.  Please also disclose any positions that the parties took on June
11, 2025 and how these positions impacted the revised version of the term sheet sent
the next morning, including how the investment in Sonnet of $5 million was
determined to increase to $7.5 million.
5.Please expand your disclosure regarding the revised term sheet Sonnet received on
June 10, 2025 to discuss how the "aggregate number of shares of Pubco Common
Stock based on the total value of the Hyperliquid tokens and cash contributed by
Rorschach to Pubco at closing" was to be calculated.
6.We note your disclosure that there were several turns of the term sheet on June 12 and
June 13, 2025. Please disclose any material terms that were negotiated through these
turns of the term sheet.
Unaudited Pro Forma Condensed Combined Financial Statements, page 134
7.We note the disclosure revisions in response to prior comment 23 and reissue in part.
Please tell us where specifically in your various agreements that investors committed
to contribute $304.7 million in cash and 12.6 million HYPE tokens. As part of your
response, please tell us how this commitment relates to the contractual commitment of
investors to contribute at least two hundred million dollars in HYPE Token Value
disclosed on page 1 of the Business Combination Agreement dated as of July 11,
2025.
8.We note disclosure on page 9 of the Business Combination Agreement dated as of
July 11, 2025 that if less than Two Hundred Million Dollars in HYPE Tokens Value is
contributed to Rorschach, additional cash and cash equivalents may be contributed. In
light of this uncertainty, please tell us the basis for the $574.3 million HYPE Tokens
Value transaction accounting adjustment. Refer to Regulation S-X, Item 11-02(a)(10).
Note 1. Basis of Presentation, page 139
9.In response to prior comment 26, you told us that you concluded that the Rorschach
Merger is a reorganization of entities under common control. We note that in the first
paragraph you continue to disclose that the Rorschach transaction is an acquisition of
assets by Pubco. Please revise to be consistent with your response.
Note 2. Estimated Consideration and Preliminary Purchase Price Allocation, page 139
We note your response to prior comment 25 and the disclosure that you determined
the value of the Advisor Shares and Advisor Warrants using the closing price of the
Sonnet's common stock as of August 28, 2025. On page 143, you state that the value
of both is $551.9 million. In your response, please tell us why you continue to use the 10.

September 18, 2025
Page 3
price of the Sonnet stock as of August 28, 2025 and not the most recent practicable
date. Also, disclose where the issuance of the Advisor Shares and the Advisor
Warrants is reflected in the pro forma statements.
Note 3. Historical Adjusted Financial Information, page 141
11.While we note your response to prior comment 27, we do not see where you reflect
the issuance of the preferred stock in the  Initial PIPE Financing Adjustment  column
on page 141. Please revise or advise. Also, with respect to the cash settlement option
for the warrants, please disclose whether the Transactions would be deemed to be
fundamental transactions under the warrants that would trigger cash settlement.
Note 4. Transaction Accounting Adjustments, page 142
12.In pro forma adjustment (AA) on page 143, please revise to clarify, if true, the
following:
•The 12,827,352 shares expected to be issued to the pre-Acquisitions equity
holders of Sonnet include 6,000,000 shares expected to be issued to the Initial
PIPE subscribers.
•The 710,400,000 shares expected to be issued pursuant to the Closing PIPE
includes 416,612,008 shares related to the HYPE contribution and 243,787,992
related to the cash contribution.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Sonnet, page 185
13.We note that you removed your comparison of the years ended September 30, 2024
and 2023. Please revise to include this information. In addition, in  Liquidity and
Capital Resources  on page 195, revise to include a discussion of the years ended
September 30, 2024 and 2023. Refer to Item 303 of Regulation S-K.
14.We note your disclosure on page 187 that Sonnet will continue to focus on the
development of its existing biotech assets, including SON-1010, while disposing of
other assets. Please revise your disclosure to clarify the "other assets" that will be
disposed.
Information About Rorschach and Pubco
Capital Allocation Framework, page 201
15.We note your response to prior comment 31 and re-issue in part. Please revise to
quantify your working capital requirements or disclose how much of your HYPE will
remain unstaked considering the 7-day unstaking queue to meet these working capital
requirements. In this regard, we note your disclosure that you will stake substantially
all of your HYPE holdings.
HYPE Staking Strategy, page 202
We note your disclosure that you plan to engage reputable third-party staking
providers to facilitate staking operations. Please confirm that, once known, you will
identify the third-party staking providers. In addition, to the extent you plan to use
 16.

September 18, 2025
Page 4

more than one staking provider, discuss the factors that will be used to determine how
much HYPE to allocate among multiple staking providers.
Custody of Pubco's HYPE Tokens, page 205
17.We note your disclosure that Pubco's custodial service agreements will generally
specify that the private keys that control the HYPE tokens will be held in offline or
"cold" storage. Please expand your disclosure to discuss the custodial practices that
will be in place with the Anchorage Custody Agreement. Please also file the Custody
Agreement as an exhibit to the registration statement pursuant to Item 601(b)(10) of
Regulation S-K, or tell us why you are not required to do so.
18.We note your disclosure that your HYPE token accumulation transactions will be
executed in coordination with digital asset trading service providers, which may be
affiliated with the company's HYPE custodian. To the extent information is available,
please identify the digital asset trading service providers that you will use. If not
available, please confirm that you will disclose this information once available.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kate Tillan at 202-551-3604 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related
matters. Please contact Lulu Cheng at 202-551-3811 or Irene Paik at 202-551-6553 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Jason Simon