Hyperliquid Strategies Inc

As filed with the Securities and Exchange Commission on September 14, 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)

New York,

NY

(212)883-4241

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

David Schamis

Chief Executive Officer

New York,

NY

(212)883-4241

(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 ChEF Purchase Agreement, dated as of October 22, 2025, by and between us and Chardan Capital Markets LLC (“Chardan” or the “Selling Securityholder”) (as amended on September 1, 2026 and September 14, 2026, collectively, the “Purchase Agreement”), to establish a committed equity facility (the “Facility”).

The prospectus that forms a part of this registration statement relates to the potential offer and sale from time to time by Chardan of up to 160,000,000 shares of our common stock, par value $0.01 per share (“Common Stock”), that have been or may be issued by us to Chardan pursuant to the Purchase Agreement. Such shares of our Common Stock that we may elect, in our sole discretion, to issue and sell to Chardan from time to time under the Purchase Agreement are referred to herein as the “Purchase Shares.” The actual number of shares of our Common Stock 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 additional registration statement under the Securities Act of 1933, as amended (the “Securities Act”) with the Securities and Exchange Commission (the “SEC”).

Up to 160,000,000 shares of Common Stock issuable under the Facility were previously registered for potential resale under the registration statement on Form S-1 of the Company, File No. 333-291017 (the “Existing Registration Statement”), which was filed with the Securities and Exchange Commission on October 22, 2025 and became effective on November 11, 2025. On September 1, 2026 and September 14, 2026, the Company and Chardan entered into amendments to the October 22, 2025 agreement, which increased the Total Commitment (as defined in the Purchase Agreement) from $1.0 billion to $2.5 billion in aggregate gross purchase price of newly issued shares of the Common Stock and modified the per share purchase price to be paid by Chardan for shares of Common Stock pursuant to the Facility. This registration statement relates to the potential offer and resale by Chardan, from time to time, of additional shares of Common Stock that we have issued or may issue to Chardan under the Facility.

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 SEPTEMBER SEPTEMBER 14, 2026

PRELIMINARY PROSPECTUS

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”), that have been or may be issued by us to Chardan pursuant to a ChEF Purchase Agreement, dated as of October 22, 2025 (the “October 2025 Agreement”), by and between us and Chardan (as amended by Amendment No. 1, dated as of September 1, 2026 and Amendment Nos. 2 and 3, each dated September 14, 2026, collectively, the “Purchase Agreement”), establishing a committed equity facility (the “Facility”). Such shares of our Common Stock that we may elect, in our sole discretion, to issue and sell to Chardan from time to time under the Purchase Agreement are referred to herein as the “Purchase Shares.” The actual number of shares of our Common Stock 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 additional registration 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, “Selling Securityholder” for additional information regarding Chardan and “Plan of Distribution (Conflicts of Interest)” for a description of compensation payable to Chardan.

Up to 160,000,000 shares of Common Stock issuable under the Facility were previously registered for potential resale pursuant to the prospectus dated December 2, 2025 (File No. 333-291017) (as amended by any supplement thereto, the “Existing Prospectus”), filed by the Company with the SEC on December 3, 2025. Pursuant to the three amendments to the October 2025 Agreement entered into by and between the Company and Chardan, the Total Commitment (as defined in the Purchase Agreement) increased from $1.0 billion to $2.5 billion in aggregate gross purchase price of newly issued shares of the Common Stock. This prospectus relates to the potential offer and resale by Chardan, from time to time, of additional shares of Common Stock that we have issued or may issue to Chardan under the Facility.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of our Common Stock by Chardan. We may receive up to $2.5 billion in aggregate gross proceeds from Chardan under the Purchase Agreement in connection with sales of the shares of our Common Stock to Chardan pursuant to the Purchase Agreement, of which we have received approximately $1.1 billion in aggregate gross proceeds as of the date of this prospectus. However, the actual proceeds from Chardan may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. In connection with the Purchase Agreement, we have paid Chardan a commitment fee in the aggregate amount of $1.0 million (the “Commitment Fee”). We also paid Chardan a documentation fee equal to $25,000 (the “Documentation Fee”) as consideration in connection with the preparation of the Purchase Agreement. See “Plan of Distribution (Conflicts of Interest)” 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 or sell the securities. More specific terms of any securities that Chardan may offer or sell 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.

Chardan may offer, sell or distribute all or a portion of the shares of our Common Stock acquired under the Purchase Agreement and 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 state securities or “blue sky” laws. The timing and amount of any sales of the shares of our Common Stock purchased by Chardan are within the sole discretion of Chardan. Chardan is an underwriter under the Securities Act, and any profit on the sale of shares of our Common Stock by Chardan and any discounts, commissions or concessions received by Chardan may be deemed to be underwriting discounts and commissions under the Securities Act. Although Chardan is obligated to purchase shares of our Common Stock under the terms and subject 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 that Chardan will sell any or all of the shares of our Common Stock, if any, purchased under the Purchase Agreement pursuant to this prospectus. Chardan will bear all commissions and discounts, if any, attributable to its sale of shares of our Common Stock. See “Plan of Distribution (Conflicts of Interest).”

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

We intend to use any net proceeds from any sales of shares of our Common Stock to Chardan under the Facility for general corporate purposes, including potential purchases of HYPE Tokens.

The shares of Common Stock are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “PURR.” On September 8, 2026, the last sale price of the Common Stock as reported on the Nasdaq was $11.93 per share.

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 laws 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 15 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.