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CORRESP
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filename1.htm

September
4 2025

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

100
F Street NE

Washington,
D.C. 20549-3561

    Attn:
    Lulu
    Cheng and Irene Paik

    Re:
    Hyperliquid
    Strategies Inc

    Draft
    Registration Statement on Form S-4

    Submitted
    August 1, 2025

    CIK
    No. 0002078856

Dear
Ms. Cheng and Ms. Paik:

On
behalf of Hyperliquid Strategies Inc (the “Company”), we are hereby responding to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated August 28,
2025 (the “Comment Letter”) with respect to the above referenced Draft Registration Statement on Form S-4, submitted to the
Commission by the Company on August 1, 2025 (the “Draft Registration Statement”).

The
Company is concurrently filing with the Commission this letter and the Registration Statement on Form S-4 (the “Registration Statement”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference,
the text of each of the Staff’s comments, as set forth in the Comment Letter, is included in bold-face type below, followed by
the Company’s response. All page references in the responses set forth below refer to page numbers in Registration Statement. Capitalized
terms used but not defined herein have the meanings set forth in Registration Statement.

Draft
Registration Statement on Form S-4

Cover
Page

    1.
    Please revise to disclose here, in the Notice of Special Meeting of Shareholders, and in Questions and Answers (i) the number of shares of Pubco Common Stock offered in connection with the Business Combination, (ii) the price per share of the Pubco Common Stock, (iii) the value of the consideration that the Sonnet stockholders, the Advisor, and Rorschach are receiving in connection with the Business Combination, and (iv) the aggregate value of the consideration that Sonnet stockholders are receiving.

    Response:
    The Company has revised its disclosure on the cover page of the Registration Statement in response to the Staff’s comment.

    2.
    Please revise to disclose the ownership percentage of Pubco Common Stock following the Business Combination by the Sonnet stockholders, PIPE Subscribers, Rorschach equity holders, and the Advisor, respectively at Closing on a fully-diluted basis. To the extent the ownership percentages provided elsewhere are not presented on a fully diluted basis, please also provide such information.

    Response:
    The Company has revised its disclosure on the cover page of the Registration Statement in response to the Staff’s comment.

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

September
4, 2025

Page
2

Summary

Certain
Agreements Related to the Transactions

Initial
PIPE Purchase Agreements, page 19

    3.
    Please reconcile your disclosures here and on page 99, with your disclosures on pages 88 and 118 relating to the closing status of, the amount of gross proceeds from, and the conversion of the convertible notes relating to, the Initial PIPE Offering.

    Response:
    The Company has revised its disclosure on pages 19, 88, 99 and 118 of the Registration Statement in response to the Staff’s
    comment.

Risk
Factors

Risks
Related to HYPE and Hyperliquid, page 24

    4.
    Please revise to disclose your policies related to air drops, incidental rights and hard forks, and add risk factors related to such policies as necessary.

    Response:
    The Company has revised its disclosure on pages 29 and 206 of the Registration Statement in response to the Staff’s comment.

    5.
    Please add additional risk factors that address potential impacts to the price of HYPE, such as competition from other crypto assets and the lack of adoption of HYPE.

    Response:
    The Company has revised its disclosure on pages 25, 29, 30 and 31 of the Registration Statement in response to the Staff’s
    comment.

HYPE
is a highly volatile asset, page 24

    6.
    Please revise to include quantitative examples of HYPE’s historic price volatilities.

    Response:
    The Company has revised its disclosure on page 25 of the Registration Statement in response to the Staff’s comment.

HYPE
and other digital assets are novel assets, page 25

 7. Please revise to update the status of SEC actions against Uniswap Labs and OpenSea.

    Response:
                                            The Company has revised its disclosure on page 25 of the Registration Statement in response
                                            to the Staff’s comment.

Our
HYPE treasury strategy subjects us, page 26

 8. Please revise to describe in greater detail the policies and procedures you have implemented and maintain to promote compliance with applicable anti-money laundering and sanctions laws and regulations.

    Response:
                                            The Company has revised its disclosure on page 26 of the Registration Statement in response
                                            to the Staff’s comment.

HYPE
is created and transmitted through the operations, page 28

 9. Please revise to discuss recent examples of disruptions to the HYPE network.

    Response:
                                            The Company has revised its disclosure on page 28 of the Registration Statement in response
                                            to the Staff’s comment.

We
face risks relating to the custody of our HYPE, page 28

 10. We note your statement on page 201 that “Pubco intends to hold substantially all of its HYPE in custody account at one or more well regarded crypto custodians (emphasis added).” Please revise your disclosure to discuss the risks associated with completing the offering without having a custodial arrangement in place.

    Response:
                                            The Company supplementally advises the Staff that the Company has engaged Anchorage Digital
                                            Bank National Association, as custodian. The Company has revised its disclosure on pages
                                            28, 29 and 205 of the Registration Statement accordingly.

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

September
4, 2025

Page
3

 11. Please revise your risk factor discussions to address the possibility that any insurance coverage provided by any custodian may be shared among all of such custodian’s customers.

    Response:
                                            The Company has revised its disclosure on page 29 of the Registration Statement in response
                                            to the Staff’s comment.

Due
to the unregulated nature and lack of transparency, page 30

 12. Please discuss in more detail the risks of front-running, wash-trading, and security failures or operational problems at HYPE trading venues and the potential impact on your business.

    Response:
                                            The Company has revised its disclosure on page 30 of the Registration Statement in response
                                            to the Staff’s comment.

Risks
Associated with Staking HYPE, page 31

 13. We note your disclosure relating to slashing and penalties. Please revise to describe in greater detail how slashings and penalties are implemented on-chain. Please also disclose the number of times that slashing has been applied on the HYPE network.

    Response:
                                            The Company has revised its disclosure on page 31 of the Registration Statement in response
                                            to the Staff’s comment.

 14. We note your disclosure that staking HYPE involves inherent risks and that “holders who may stake HYPE (‘Stakers’) should carefully consider these factors before participating.” We also note your last sentence on page 31 that “Stakers bear full responsibility for selecting validators and managing their delegations.” Please revise your disclosure to clarify whether you are providing investors the ability to stake.

    Response:
                                            The Company has revised its disclosure on page 31 of the Registration Statement in response
                                            to the Staff’s comment.

Risks
Related to the Transactions and Pubco Following Consummation

If
Pubco or its third-party service providers experience a security breach, page 37

 15. Please revise to discuss recent examples of security breaches to the HYPE network.

    Response:
                                            The Company supplementally advises the Staff that it is not aware of any security breaches
                                            to the HYPE network. The Company has revised its disclosure on page 37 of the Registration
                                            Statement accordingly.

The
Transactions

Background
of the Transaction, page 85

 16. We note your disclosure that Chardan approached over 40 potential counterparties and Sonnet separately approached approximately 60 life sciences companies, but this did not result in negotiations of a potential transaction. Please expand your disclosure to clarify whether there were any potential counterparties that expressed interest in a potential transaction and, if so, why you decided not to pursue these potential transactions.

    Response:
                                            The Company has revised its disclosure on page 86 of the Registration Statement in response
                                            to the Staff’s comment.

 17. Please revise throughout to provide details of the negotiations of the material terms of the transaction. Your disclosure should indicate the particular views and positions that were discussed at meetings, and how you reached final agreement on such terms. Such terms include, but are not limited to, the purchase price of shares, the percentages held in the combined company by each party, the size of the PIPE investment, the terms of the CVR Agreement, the reimbursement expense, material termination provisions and termination fees.

    Response:
                                            The Company has revised its disclosure on pages 86-88 of the Registration Statement in
                                            response to the Staff’s comment.

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

September
4, 2025

Page
4

 18. We note your reference on page 104 to “Sonnet’s negotiated equity value of $4.8 million.” Please describe in this section the negotiations that led to Sonnet’s equity valuation.

    Response:
                                            The Company has revised its disclosure on page 86-88 of the Registration Statement in response
                                            to the Staff’s comment.

 19. Please revise your disclosure to clarify whether the representatives of Chardan representing Sonnet and Rorschach included any of the same individuals. In addition, we note your disclosure that on June 11, 2025, representatives from Chardan, representatives from Sonnet, and representatives from Roschach attended an introductory meeting to discuss Rorschach’s proposal for a potential merger between Rorschach and Sonnet. Please clarify whether the representatives of Chardan for both Sonnet and Rorschach were present.

    Response:
                                            The Company has revised its disclosure on page 86-88 of the Registration Statement in response
                                            to the Staff’s comment.

 20. Please revise your disclosure to clarify the date that Chardan resigned as Sonnet’s financial advisor. Please also disclose 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, and the risks attendant to the potential conflict of interest of representing both sides in the negotiation of the term sheet.

    Response:
                                            The Company has revised its disclosure on page 86-88 of the Registration Statement in response
                                            to the Staff’s comment.

Analysis
of Precedent Reverse Merger Transactions, page 105

 21. Please revise to disclose if the selected precedent reverse merger transactions include all life sciences reverse merger transactions commencing in January 2018 to the extent information was publicly available, or if a subset of reverse merger transactions were used, and if so, disclose the parameters for such selection.

    Response:
                                            The Company has revised its disclosure on page 105 of the Registration Statement in response
                                            to the Staff’s comment to reflect that the selected transactions include all of the
                                            life sciences reverse merger transactions commencing in January 2018.

Certain
Material U.S. Federal Income Tax Consequences of the Business Combination, page 131

 22. We note your disclosure addresses only “certain” material U.S. federal income tax consequences. Please revise your disclosure throughout the proxy statement/prospectus to clarify that you are addressing the material U.S. federal income tax consequences as opposed to “certain” material U.S. federal income tax consequences. For guidance, please refer to Section III.C.1 of Staff Legal Bulletin 19.

    Response:
                                            The Company has revised its disclosure throughout the Registration Statement, including on
                                            pages 131, in response to the Staff’s comment.

Unaudited
Pro Forma Condensed Combined Financial Statements, page 134

 23. We note disclosure throughout the filing “it is expected that Pubco will hold approximately $583.3 million in HYPE...and have cash of at least $304.7 million.” We also note disclosure that “certain investors shall...contribute at least $200.0 million in HYPE Tokens Value, and certain investors may contribute cash to the Company.” Please clarify the amount, including whether the investors have already entered into the contribution agreements and the specific quantities of HYPE tokens and/or cash that are contractual or probable under the agreements.

    Response:
                                            The Company has revised its disclosure on page 135 of the Registration Statement in response
                                            to the Staff’s comment.

U.S.
                                            Securities and Exchange Commission

Division
of Corporation Finance

September
4, 2025

Page
5

 24. Please tell us why you are using a stated value of $46.372 per token to value the HYPE in the pro forma balance sheet. As part of your response, please cite the authoritative literature you relied upon to support this per token amount in your pro forma adjustments.

    Response:
                                            In response to the Staff’s comment, the Company has revised its disclosure on pages
                                            135-143 of the Registration Statement utilizing the market value of HYPE as of August 28,
                                            2025.

Note
2. Estimated Consideration and Preliminary Purchase Price Allocation, page 139

 25. With
                                            reference to the bullet points for Equity consideration and Estimated direct transaction
                                            costs, please respond to the following:

 ● Please
                                            reconcile the 12,062,549 shares of Pubco