10-Q

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 December 31, 2025


☐	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-2of 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 Rule12b-2of the Exchange Act). Yes☐ No☒

As of February 11, 2026, there were 123,967,508 shares of the Company’s Common Stock, $0.01 par value, issued and outstanding.

Table of Contents

HYPERLIQUID STRATEGIES INC

FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2025

TABLE OF CONTENTS


	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		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		24
Item 4. Controls and Procedures		24
Part II. Other Information		25
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		26
Part III. Signatures		28

Table of Contents

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)


	December 31,			June 30,
	2025			2025
Assets
Current assets
Cash and cash equivalents	$	281,926		$	—
Prepaids and other current assets		5,182			—
Total current assets		287,108			—
HYPE digital assets		327,610			—
Other non-current assets		1,921			—
Total assets	$	616,639		$	—
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	2,420		$	597
Other current liabilities		6,659			—
Total current liabilities		9,079			597
Deferred tax liability		17,795			—
Total Liabilities		26,874			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 December 31, 2025, and June 30, 2025, respectively		2			—
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 127,034,605 shares issued and 124,093,048 outstanding (excluding treasury shares of 2,941,557) and 0 shares issued and outstanding (excluding treasury shares of 0) as of December 31, 2025, and June 30, 2025, respectively		1,270			—
Additional paid-in capital		917,094			—
Accumulated deficit		(318,458	)		(597	)
Treasury stock, at cost; 2,941,557 and 0 shares as of December 31, 2025, and June 30, 2025, respectively		(10,143	)		—
Total Stockholders’ Equity (Deficit)		589,765			(597	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	616,639		$	—

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

Table of Contents

HYPERLIQUID STRATEGIES INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share amounts)


	For the Three Months Ended			For the Six Months Ended
	December 31,			December 31,
	2025			2025
Revenue
Staking revenue	$	500		$	500
Total revenue		500			500

Operating income (expense):
Unrealized loss on HYPE digital assets		(93,200	)		(93,200	)
Loss on HYPE contribution commitment		(155,776	)		(169,156	)
IPR&D write-off from Sonnet acquisition		(35,605	)		(35,605	)
Selling, general and administrative and research and development expenses		(3,465	)		(3,483	)
Total operating expenses		(288,046	)		(301,444	)

Loss from operations		(287,546	)		(300,944	)

Other income:
Interest income		878			878
Total other income		878			878

Loss before income taxes		(286,668	)		(300,066	)

Income tax expense (deferred)		(17,795	)		(17,795	)

Net loss		(304,463	)		(317,861	)

Net loss attributable to participating securities	$	(304,463	)	$	(317,861	)

Net loss per common share - basic and diluted	$	(7.43	)	$	(15.50	)

Weighted average number of common shares outstanding - basic and diluted		41,004,125			20,502,062

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

Table of Contents

HYPERLIQUID STRATEGIES INC

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

For the Three and Six Months Ended December 31, 2025

(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	)		—		—		—		—		—			2,941,557		(10,143	)		(10,143	)
Net loss		—			—		—		—		—		(304,463	)		—		—			(304,463	)
Balance at December 31, 2025		124,093,048		$	1,270		166,173	$	2		917,094	$	(318,458	)		2,941,557	$	(10,143	)	$	589,765

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

Table of Contents

HYPERLIQUID STRATEGIES INC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

For the Six Months Ended December 31, 2025

(In thousands)




Cash flows from operating activities:
Net Loss	$	(317,861	)
Adjustments to reconcile net loss to net cash used in operating activities:

SEC Form 10-Q filed by Hyperliquid Strategies Inc