TLDR
- Hyperliquid inks $1B equity pact with Chardan, merger closing first.
- Sonnet and Rorschach merger clears path for Nasdaq debut “PURR.”
- Chardan to buy up to 160M shares once merger deal is finalized.
- Hyperliquid eyes $888M in tokens and cash after dual merger close.
- New $1B facility boosts Hyperliquid’s capital for growth and HYPE buy.
Hyperliquid Strategies Inc. has launched a committed equity deal with Chardan Capital Markets to raise up to $1 billion. The deal allows Hyperliquid to issue up to 160 million shares of common stock through a structured facility. The equity deal is subject to the closing of a business combination with Sonnet BioTherapeutics and Rorschach I LLC.
According to the filing, the equity deal grants Hyperliquid flexibility to sell shares at its discretion, depending on market conditions and pricing. Chardan will serve as the sole buyer under the purchase agreement, which includes a set of conditions and milestones. Hyperliquid will use any proceeds for general purposes, including the potential acquisition of HYPE Tokens.
Hyperliquid will not sell any shares until the business combination closes, which is currently pending regulatory and contractual approvals. The firm has also applied to list its common stock on the Nasdaq Capital Market under the ticker symbol “PURR.” The registration statement remains preliminary and subject to change until declared effective by the SEC.
Business Combination with Sonnet and Rorschach to Precede Equity Sale
The equity deal depends on the successful completion of Hyperliquid’s business combination with Sonnet and Rorschach. Under the agreement, Rorschach and Sonnet will merge with two separate Hyperliquid subsidiaries in a dual-structured transaction. Once merged, both entities will become wholly owned subsidiaries of Hyperliquid.
Hyperliquid expects to receive over $888 million in combined HYPE tokens and cash following the merger transaction. The transaction terms include a contribution of HYPE tokens and cash from investors into Rorschach under binding contribution agreements. The company must also raise at least $50 million from related agreements before closing the deal.
Upon closing, former Rorschach and Chardan stakeholders will control 97.3% of Hyperliquid’s stock, while Sonnet shareholders will retain a minority. The company will then proceed to issue equity under the committed facility with Chardan. Hyperliquid aims to capitalize on this equity deal to support operations and long-term strategic goals.
Chardan’s Role and Structure of the Equity Facility
The equity deal allows Hyperliquid to sell common stock to Chardan over time based on its capital needs. Chardan will pay Hyperliquid based on the market price at the time of each transaction, up to a $1 billion ceiling. The shares sold through the equity deal are referred to as “Purchase Shares.”
The agreement includes a structured commitment fee of $1 million tied to funding milestones and a $25,000 documentation fee. Chardan will resell shares on public or private markets, assuming risk and pricing responsibility. Chardan is under no obligation to sell shares if Hyperliquid does not initiate the transactions.
The equity deal gives Hyperliquid control over timing and volume of share issuance under favorable conditions. The company emphasizes it will bear all registration-related costs, while Chardan will cover sales-related fees. This equity deal marks a significant capital-raising step as Hyperliquid prepares for its Nasdaq debut and future expansion.
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