Hyperliquid Strategies Inc

As filed with the Securities and Exchange Commission on May

, 2026.

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

477 Madison Avenue

22nd Floor

New York,

NY

(212) 883-4330

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Schamis

Chief Executive Officer

477 Madison Avenue

22nd Floor

New York,

NY

(212) 883-4330

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with copies to:

Alan I. Annex, Esq.

Jason T. Simon, Esq.

Greenberg Traurig, LLP

1750 Tysons Boulevard, Suite 1000

McLean, Virginia 22102

(703)

749-1300

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

EXPLANATORY NOTE

The registrant, Hyperliquid Strategies Inc, a Delaware corporation (the “Company”), entered into a Business Combination Agreement, dated July 11, 2025, with Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (“Sonnet”), Rorschach I LLC, a Delaware limited liability company (“Rorschach”), TBS Merger Sub Inc., a Delaware corporation and the Company’s wholly owned subsidiary (“Company Merger Sub”) and Rorschach Merger Sub, LLC, a Delaware limited liability company and the Company’s wholly owned subsidiary (“Rorschach Merger Sub”) (as amended, the “Transaction Agreement”).

On December 2, 2025, the closing of the transactions contemplated by the Transaction Agreement was completed (the “Closing,” and such date, the “Closing Date”), pursuant to which (i) Rorschach Merger Sub merged with and into Rorschach (the “Rorschach Merger”), with Rorschach surviving the Rorschach Merger as the Company’s direct wholly owned subsidiary, and (ii) immediately following the Rorschach Merger, Company Merger Sub merged 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 the Company’s direct wholly owned subsidiary.

This prospectus that forms a part of this registration statement relates to the potential offer and resale from time to time by Rorschach Advisors LLC (“Advisor” or the “Selling Securityholder”) of up to 7,761,860 shares (“Advisor Issued Shares”) of the Company’s common stock, $0.01 par value per share (“Common Stock” or “Company Common Stock”), and 27,394,800 shares of the Company Common Stock (“Advisor Warrant Shares”; together with the Advisor Issued Shares, collectively, the “Advisor Shares”) issuable upon the exercise of 27,394,800 warrants of the Company (the “Advisor Warrants”), which were issued by the Company at the Closing. The Advisor Warrants are exercisable for five years following the Closing, at an exercise price equal to (i) forone-third of the Advisor Warrants, $9.375, (ii) forone-third of the Advisor Warrants, $12.50 and (iii) forone-third of the Advisor Warrants, $18.75.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 21, 2026

PRELIMINARY PROSPECTUS

Up to 35,156,660 Shares of Common Stock

This prospectus relates to the potential offer and resale from time to time by Rorschach Advisors LLC (“Advisor” or the “Selling Securityholder”) of up to 35,156,660 shares of our common stock, par value $0.01 per share (“Common Stock” or “Company Common Stock”), consisting of (i) up to 7,761,860 shares (the “Advisor Issued Shares”) of the common stock, $0.01 par value per share (“Common Stock” or “Company Common Stock”) of Hyperliquid Strategies Inc (the “Company”), and (ii) up to 27,394,800 shares of the Company Common Stock (the “Advisor Warrant Shares”; together with the Advisor Issued Shares, collectively, the “Advisor Shares”) issuable upon the exercise of 27,394,800 warrants of the Company (the “Advisor Warrants”), that have been issued by us (or may be issued by us, with respect to the Warrant Shares) to the Advisor pursuant to the Business Combination Agreement, dated July 11, 2025, by and among the Company, Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (“Sonnet”), Rorschach I LLC, a Delaware limited liability company (“Rorschach”), TBS Merger Sub Inc., a Delaware corporation and the Company’s wholly owned subsidiary (“Company Merger Sub”) and Rorschach Merger Sub, LLC, a Delaware limited liability company and the Company’s wholly owned subsidiary (“Rorschach Merger Sub”) (as amended on September 22, 2025, the “Transaction Agreement”).

Pursuant to the Transaction Agreement, on December 2, 2025, the closing of the Business Combination was completed (the “Closing,” and such date, the “Closing Date”), pursuant to which (i) Rorschach Merger Sub merged with and into Rorschach (the “Rorschach Merger”), with Rorschach surviving the Rorschach Merger as the Company’s direct wholly owned subsidiary, and (ii) immediately following the Rorschach Merger, Company Merger Sub merged 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 the Company’s direct wholly owned subsidiary.

The Advisor Warrants are exercisable for five years following the Closing, at an exercise price equal to (i) forone-third of the Advisor Warrants, $9.375, (ii) forone-third of the Advisor Warrants, $12.50 and (iii) forone-third of the Advisor Warrants, $18.75.

We will not receive any of the proceeds from the sale by the Selling Securityholder of the Advisor Shares. Although we would receive the proceeds from the cash exercise of the Advisor Warrants per their terms, we are unlikely to receive any cash proceeds from the exercise of the Advisor Warrants as the Advisor Warrants include a cashless exercise provision and it is highly unlikely that a holder would wish to pay an exercise price to receive one share when they could choose to exercise pursuant to the cashless exercise provision and pay no money to receive a greater number of shares. See the section entitled “Description of Capital Stock—Advisor Warrants” and “Use of Proceeds” on pages 43 and 40, respectively, for more information.

The Selling Securityholder may sell or otherwise dispose of the Advisor Shares covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholder may sell or otherwise dispose of the Advisor Shares covered by this prospectus in the section entitled “Plan of Distribution” on page 83. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Common Stock covered by this prospectus will be borne by the Selling Securityholder. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Advisor Shares with the Securities and Exchange Commission (the “SEC”).

This prospectus provides you with a general description of such securities and the general manner in which Advisor may offer or sell the Advisor Shares. More specific terms of any securities that the Advisor may offer or resell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.

You should read this prospectus and any prospectus supplement or amendment, together with additional information described in the section entitled “Where You Can Find More Information” on page 85 carefully before you invest in our securities.

The shares of Common Stock are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “PURR.” On May 19, 2026, the last sale price of the Common Stock as reported on the Nasdaq was $7.79 per share.

The Advisor Shares that may be offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Common Stock as of May 19, 2026. Assuming the issuance of all Advisor Warrant Shares upon exercise of the Advisor Warrants and the sale of all of the shares being registered for resale pursuant to this prospectus, the Advisor Shares would represent approximately 20.5% of the outstanding Common Stock as of May 19, 2026. The sale of the Advisor Shares, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Common Stock.

We are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company” as defined under the federal securities and, as such, are subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 14 of this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [ ], 2026.