424B3

424B3 1 prospectus_supplement_no.htm 424B3 424B3

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Prospectus Supplement No. 2

Filed Pursuant to Rule 424(b)(3)

File No. 333-291017

Hyperliquid Strategies Inc

477 Madison Avenue, 22nd Floor

New York, NY 10022

(212) 883-4330

Prospectus Supplement No. 2

(to the Prospectus dated December 2, 2025)

This Prospectus Supplement No. 2 supplements and amends the prospectus dated December 2, 2025 (the “Prospectus”), relating to the potential offer and sale from time to time by Chardan Capital Markets LLC of an aggregate of up to 160,000,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”).

On May 8, 2026, we filed with the U.S. Securities and Exchange Commission the attached Quarterly Report on Form 10-Q.

This Prospectus Supplement No. 2 should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement No. 2 supersedes the information contained in the Prospectus.

Our common stock is traded on the Nasdaq Stock Market LLC under the symbol “PURR”. On May 7, 2026, the last reported sale price of our common stock was $6.55 per share.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 15 of the Prospectus dated December 2, 2025.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement No. 2 is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 2 is May 8, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42985

Hyperliquid Strategies Inc

(Exact Name of Registrant as Specified in Its Charter)


Delaware		39-3284080
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

477 Madison Avenue, 22nd Floor, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

(212) 883-4330

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange
on which registered

     Common Stock,
par value $0.01 per share

     PURR

     The Nasdaq
Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No☐

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


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

As of May 7, 2026, there were 134,621,571 shares of the Company’s Common Stock, $0.01 par value, issued and outstanding.

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HYPERLIQUID STRATEGIES INC

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

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	Page
Part I. Financial Information		1
Item 1. Interim Financial Statements		1
Condensed Consolidated Balance Sheets (Unaudited)		1
Condensed Consolidated Statements of Operations (Unaudited)		2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited)		3
Condensed Consolidated Statement of Cash Flows (Unaudited)		4
Notes to Condensed Consolidated Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
Item 4. Controls and Procedures		28
Part II. Other Information		29
Item 1. Legal Proceedings		29
Item 1A. Risk Factors		29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		29
Item 3. Defaults Upon Senior Securities		29
Item 4. Mine Safety Disclosures		29
Item 5. Other Information		29
Item 6. Exhibits		32
Part III. Signatures		33

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PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

HYPERLIQUID STRATEGIES INC

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share amounts)


	March 31,			June 30,
	2026			2025
Assets
Current assets
Cash and cash equivalents	$	113,064		$	—
Prepaids and other current assets		3,562			—
Receivable from related party		779			—
Total current assets		117,405			—
HYPE digital assets		689,045			—
Equity method investment		3,036			—
Other non-current assets		923			—
Total assets	$	810,409		$	—
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	2,552		$	597
Other current liabilities		3,890			—
Total current liabilities		6,442			597
Deferred tax liability		60,465			—
Total liabilities		66,907			597
Stockholders’ equity (deficit):
Series A Preferred stock, $0.01 par value, 100,000,000 shares authorized, 166,173 and 0, shares issued and outstanding as of March 31, 2026, and June 30, 2025, respectively		2			—
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 127,287,205 shares issued and 124,220,108 shares outstanding (excluding treasury shares of 3,067,097) and 0 shares issued and 0 shares outstanding (excluding treasury shares of 0) as of March 31, 2026, and June 30, 2025, respectively		1,273			—
Additional paid-in capital		918,747			—
Accumulated deficit		(165,948	)		(597	)
Treasury stock, at cost; 3,067,097 and 0 shares as of March 31, 2026, and June 30, 2025, respectively		(10,572	)		—
Total stockholders’ equity (deficit)		743,502			(597	)
Total liabilities and stockholders’ equity (deficit)	$	810,409		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

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HYPERLIQUID STRATEGIES INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share amounts)


	For the Three Months Ended			For the Nine Months Ended
	March 31,			March 31,
	2026			2026
Revenue
Staking revenue	$	2,626		$	3,126
Total revenue		2,626			3,126

Operating income (expense):
Unrealized gain on HYPE digital assets		198,435			105,235
Loss on HYPE contribution commitment		-			(169,156	)
IPR&D write-off from Sonnet acquisition		-			(35,605	)
Selling, general and administrative and research and development expenses		(7,247	)		(10,730	)
Total operating income (expense)		191,188			(110,256	)

Operating income (loss)		193,814			(107,130	)

Other income:
Other income		323			323
Interest income		1,043			1,921
Total other income		1,366			2,244

Net income (loss) before income taxes		195,180			(104,886	)

Provision for income taxes		(42,670	)		(60,465	)

Net income (loss)		152,510			(165,351	)
Less: Net income allocated to participating preferred stockholders		(26,920	)		-
Net income (loss) attributable to common stockholders	$	125,590		$	(165,351	)

Net income (loss) per common share
Basic	$	1.01		$	(3.03	)
Diluted	$	1.01		$	(3.03	)

Weighted average number of common shares outstanding
Basic		124,036,555			54,509,742
Diluted		124,044,456			54,509,742

The accompanying notes are an integral part of these condensed consolidated financial statements.

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HYPERLIQUID STRATEGIES INC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)

For the Three and Nine Months Ended March 31, 2026

(In thousands, except share amounts)


	Common Stock					Preferred Stock				Additional Paid in		Accumulated			Treasury Stock				Stockholders' Equity
	Shares			Par		Shares		Par		Capital		Deficit			Shares		Amount		(Deficit)
Balance as of June 30, 2025		—		$	-		—	$	-	$	-	$	(597	)		—	$	-	$	(597	)
Member cash contribution to Rorschach		—			—		—		—		296		—			—		—		296
Net loss		—			—		—		—		—		(13,398	)		—		—		(13,398	)
Balance as of September 30, 2025		—			—		—		—		296		(13,995	)		—		—		(13,699	)

Member cash contribution to Rorschach		—			—		—		—		454		—			—		—		454
Equity issued related to acquisition of Sonnet		3,680,346			37		—		—		39,535		—			—		—		39,572
PIPE financing, net of offering costs		123,354,259			1,233		166,173		2		876,809		—			—		—		878,044
Acquisition of treasury stock		(2,941,557	)		—

SEC Form 424B3 filed by Hyperliquid Strategies Inc