As filed with the U.S. Securities and Exchange Commission on September 4, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Hyperliquid Strategies Inc

(Exact name of Registrant as specified in its charter)

477 Madison Avenue

22^nd Floor

New York, NY 10022

(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

22^nd Floor

New York, NY 10022

(212) 883-4330

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

with copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the transactions described in this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company, and there is compliance with General Instruction G, 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(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, or a smaller reporting 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 13(a) of the Exchange Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

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, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, pursuant to said Section 8(a), may determine.

The information in this combined proxy statement/prospectus is not complete and may be changed. Hyperliquid Strategies Inc may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this document is a part, is declared effective. This combined proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer, solicitation or sale is not permitted.

PRELIMINARY - SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 2025

Hyperliquid Strategies Inc

477 Madison Avenue

22^nd Floor

New York, NY 10022

                    , 2025

Dear Sonnet BioTherapeutics Holdings, Inc. Stockholders:

You are cordially invited to attend a special meeting of the stockholders of Sonnet BioTherapeutics Holdings, Inc. (also referred to as “Sonnet,” the “Company”, “we” or “us”) to be held virtually on [    ], 2025, at [      ], Eastern time, at [     ]. Only stockholders who held shares of Sonnet’s common stock at the close of business on [      ], the record date for the special meeting, will be entitled to receive notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

At the special meeting, we will ask you to vote on a proposal to approve and adopt the Business Combination Agreement that we entered into on July 11, 2025 with Rorschach I LLC, a Delaware limited liability company (“Rorschach”), Hyperliquid Strategies Inc, a Delaware corporation (“Pubco,” or “HSI”), TBS Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco (“Company Merger Sub”) and Rorschach Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Rorschach Merger Sub”) (as amended from time to time, the “Transaction Agreement”). The Transaction Agreement provides (i) Rorschach Merger Sub will merge with and into Rorschach (the “Rorschach Merger”), with Rorschach surviving the Rorschach Merger as a direct wholly owned subsidiary of Pubco, and (ii) immediately following the Rorschach Merger, Company Merger Sub will merge with and into the Company (the “Company Merger” and, together with the Rorschach Merger, the “Mergers” or “Business Combination”), with the Company surviving the Company Merger as a direct wholly owned subsidiary of Pubco.

Subject to the terms and conditions of the Transaction Agreement, at the effective time of the Company Merger (the “Effective Time”), (i) each share of common stock of the Company, par value $0.0001 per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time other than Dissenting Shares will be canceled and converted into the right to receive (a) one share of common stock of Pubco, par value $0.01 per share (“Pubco Common Stock”), and (b) one contractual contingent value right (a “CVR”) representing the right to receive Pubco Common Stock on the terms and subject to the conditions set forth in the CVR Agreement (as defined below) (together, the “Per Share Merger Consideration”), (ii) each Company Unvested RSA outstanding immediately prior to the Effective Time, together with the award agreement representing each such Company Unvested RSA, will be assumed by Pubco and be converted into the right to receive (a) one restricted share of Pubco Common Stock, subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company Unvested RSA immediately prior to the Effective Time and (b) one CVR, (iii) each Company Vested RSU outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive the Per Share Merger Consideration, (iv) each Company Unvested RSU issued and outstanding immediately prior to the Effective Time will be assumed by Pubco and converted into a restricted share unit representing the right to receive (a) one share of Pubco Common Stock, having the same terms and conditions as the Company Unvested RSUs, including the applicable vesting and issuance schedule as in effect on the date of the Transaction Agreement and (ii) one CVR, (v) each Company In-The-Money Warrant outstanding immediately prior to the Effective Time will be (a) canceled and converted into the right to receive, for each share of Company Common Stock the holder of such Company In-the-Money Warrant would have received had such Company In-The-Money Warrant been exercised in full in accordance with its terms immediately prior to the Effective Time, the Per Share Merger Consideration or (b) entitle the holder of such Company In-The-Money Warrant to such other consideration that such holder is entitled to receive pursuant to the terms of such holder’s Company In-The-Money Warrant, (vi) each Company Out-Of-The-Money Warrant outstanding and unexercised immediately prior to the Effective Time will (a) cease to represent a Company Out-Of-The-Money Warrant in respect of shares of Company Common Stock and will be assumed by Pubco and automatically converted into a warrant to acquire the same number of shares of Pubco Common Stock, subject to the same terms and conditions as were applicable to the applicable Company Out-Of-The-Money Warrant immediately prior to the Effective Time, with the right to receive, for each share of Company Common Stock the holder of such Company Out-Of-The-Money Warrant would have received had such Company Out-Of-The-Money Warrant been exercised in full in accordance with its terms immediately prior to the Effective Time, the Per Share Merger Consideration or (b) entitle the holder of such Company Out-Of-The-Money Warrant to such other consideration that such holder is entitled to receive pursuant to the terms of such holder’s Out-Of-The-Money Warrant, and (vii) all shares of Company Common Stock held in the treasury of the Company will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto (collectively, the “Company Merger Consideration”). For more information, see the section of the accompanying proxy statement/prospectus entitled “The Transactions”.

It is expected that a total of approximately 774 million shares of Pubco Common Stock and warrants to issue a total of approximately 41 million shares of Pubco Common Stock will be issued at the Closing. That number of shares of Pubco Common Stock underlying warrants assumes that all outstanding warrants are exercised on a cashless exercise basis, based on an assumed share price of $3.38, the closing price of the Company Common Stock on August 28, 2025. The following table sets forth the anticipated number of shares of Pubco Common Stock and shares of Pubco Common Stock underlying warrants to be issued at Closing to each of Sonnet’s current stockholders, Chardan Capital Markets LLC (Rorschach’s exclusive merger and acquisition advisor with respect to the Business Combination), the Initial PIPE subscribers, the HYPE holders who will contribute HYPE tokens to Rorschach prior to Closing, the Closing PIPE subscribers and the Advisor, as well as the estimated value of such shares, based on the closing price of the Company Common Stock on August 28, 2025:

Pubco intends to apply to have Pubco Common Stock listed on the Nasdaq Capital Market under the symbol “HYPS.”

At the special meeting, Sonnet’s stockholders will be asked to consider and vote upon the following proposals:

Proposal No. 1 — The Transactions Proposal — to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Transaction Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the Rorschach Merger and the Company Merger resulting in each of Sonnet and Rorschach surviving as a direct, wholly-owned subsidiary of Pubco, and (b) approving the other transactions contemplated by the Transaction Agreement and related agreements described in this proxy statement/prospectus;

Proposal No. 2 — The Pubco Organizational Document Advisory Proposal — to consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between the Sonnet Charter and the Pubco Charter, attached hereto as Annex B to this proxy statement/prospectus, respectively, to be in effect upon consummation of the Business Combination:

(A) Authorized Capital Stock — approve authorized capital stock of Pubco of 2,000,000,000 shares of Pubco Common Stock, par value $0.01 per share, and 100,000,000 shares of preferred stock;

(B) Removal of Directors — approve a provision that, except for any Series Directors, any individual director or the entire Pubco Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors, voting together as a single class;

(C) Stockholder Action by Written Consent — to approve a provision that, except as may be otherwise provided for or fixed pursuant to Pubco Charter (including any preferred stock designation) relating to the rights, if any, of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of Pubco must be effected at a duly called annual or special meeting of the stockholders of Pubco (and may not be taken by consent of the stockholders in lieu of a meeting);

(D) Special Meetings of Stockholders — approve a provision that, subject to the rights, if any, of the holders of any series of Preferred Stock as provided or fixed by or pursuant to the provisions of Pubco Charter (including any preferred stock designation), and to the requirements of applicable law, special meetings of the stockholders of Pubco may be called for any purpose or purposes, at any time, only by or at the direction of Pubco Board of Directors pursuant to a resolution adopted by a majority of Pubco Board of Directors, the Chairperson of Pubco Board of Directors, the Chief Executive Officer or President and will not be called by any other person or persons; and

(E) Amendment of the Charter — approve a provision that amendment of Pubco Charter generally requires the approval of Pubco Board of Directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class, with the exception of certain provisions that would require the affirmative vote of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the company entitled to vote thereon, voting as a single class.

Proposal No. 3 — The Nasdaq Stock Issuance Proposal — to consider and vote on a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Capital Market (“Nasdaq”), the issuance of shares of Company Common Stock issuable (i) upon conversion of the 7,500 shares of the Company’s Series 5 Convertible Preferred Stock (the “Series 5 Preferred Stock”) issued in the Company’s private placement in July 2025, (ii) upon exercise of warrants to purchase up to 12,000,000 shares of Company Common Stock (the “PIPE Warrants”), issued in the Company’s private placement in July 2025, (iii) upon exercise of warrants to purchase up to 865,052 shares of Company Common Stock issued in the Company’s bridge financing in June 2025 and (iv) under the Subscription Agreements, pursuant to which 243,787,992 shares of Company Common Stock will be issued immediately prior to the Closing;

Proposal No. 4 — The Equity Incentive Plan Proposal — to consider and vote on a proposal to approve and adopt the 2025 Equity Incentive Plan established to be effective after the Closing;

Proposal No. 5 — The Charter Amendment Proposal — to consider and vote on a proposal to approve and adopt the 2025 Equity Incentive Plan established to be effective after the Closing; and

Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus. The accompanying document is a proxy statement of Sonnet and a prospectus of Pubco, and provides you with information about Sonnet, Rorschach, Pubco, the proposals referenced above, and the procedures for voting at the special meeting of Sonnet stockholders. We encourage you to read the entire proxy statement/prospectus carefully and in its entirety.

The approval of each of the Transactions Proposal, the Nasdaq Stock Issuance Proposal and the Charter Amendment Proposal (collectively, the “Condition Precedent Proposals”) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all the Condition Precedent Proposals. The Pubco Organizational Document Advisory Proposal, Equity Incentive Plan Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal. If Sonnet’s stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.

In connection with its evaluation of the Business Combination, the board of directors of Sonnet engaged Lucid Capital Markets, LLC (“Lucid”) to render a fairness opinion in connection with the Business Combination. Lucid has rendered its opinion stating that, as of July 11, 2025 and based upon and subject to the assumptions, limitations and qualifications set forth in its opinion, the Company Merger Consideration to be received by Sonnet’s stockholders pursuant to the Transaction Agreement is fair, from a financial point of view, to Sonnet’s stockholders. The written opinion of Lucid is attached as Annex H to this proxy statement/prospectus, and you are encouraged to read it carefully.

The Business Combination cannot be completed unless Sonnet’s stockholders approve and adopt the Transaction Agreement and approve the Business Combination and the Condition Precedent Proposals. Adoption and approval of the Transaction Agreement and the Business Combination requires the affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the special meeting.

THE BOARD OF DIRECTORS OF SONNET UNANIMOUSLY RECOMMENDS ITS STOCKHOLDERS VOTE “FOR” THE TRANSACTIONS PROPOSAL AND THE OTHER PROPOSALS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS.

The accompanying proxy statement/prospectus contains detailed information about the Business Combination and the special meeting. We encourage you to read carefully this proxy statement/prospectus, including the section entitled “Risk Factors” beginning on page 24.

YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING OR NOT, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, OR VOTE BY TELEPHONE OR INTERNET AS PROVIDED IN THE ENCLOSED PROXY CARD, AS SOON AS POSSIBLE.

Princeton, NJ

[      ], 2025

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATOR HAS APPROVED THE BUSINESS COMBINATION DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE BUSINESS COMBINATION, OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Hyperliquid Strategies Inc

477 Madison Avenue

22^nd Floor

New York, NY 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF SONNET BIOTHERAPEUTICS HOLDINGS, INC.

TO BE HELD ON , 2025

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Sonnet Bio Therapeutics Holdings, Inc., a Delaware corporation (“Sonnet,” “the “Company”, “we,” “our” or “us”), will be held on [      ], 2025, at [    ], Eastern time. The Special Meeting will be held via the Internet. Sonnet stockholders will be able to listen to the meeting live, submit questions and vote online regardless of location via the Internet at [      ]. You will be able to attend the Special Meeting by first registering at [    ]. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. You will not be able to attend the Special Meeting in person. Only stockholders who hold shares of common stock, $0.0001 par value per share of the Company (“Company Common Stock”) at the close of business on [     ], 2025, the record date for the Special Meeting, are entitled to vote at the Special Meeting and any adjournments or postponements of the Special Meeting.

The Special Meeting is being held for the following purposes:

Proposal No. 1 — The Transactions Proposal — to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Transaction Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the Rorschach Merger and the Company Merger resulting in each of Sonnet and Rorschach surviving as a direct, wholly-owned subsidiary of Pubco, and (b) approving the other transactions contemplated by the Transaction Agreement and related agreements described in this proxy statement/prospectus;

Proposal No. 2 — The Pubco Organizational Document Advisory Proposal — to consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between the Sonnet Charter and the Pubco Charter, attached hereto as Annex B to this proxy statement/prospectus, respectively, to be in effect upon consummation of the Business Combination:

(A) Authorized Capital Stock — approve authorized capital stock of Pubco of 2,000,000,000 shares of Pubco Common Stock, par value $0.01 per share, and 100,000,000 shares of preferred stock;

(B) Removal of Directors — approve a provision that, except for any Series Directors, any individual director or the entire Pubco Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors, voting together as a single class;

(C) Stockholder Action by Written Consent — to approve a provision that, except as may be otherwise provided for or fixed pursuant to Pubco Charter (including any preferred stock designation) relating to the rights, if any, of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of Pubco must be effected at a duly called annual or special meeting of the stockholders of Pubco (and may not be taken by consent of the stockholders in lieu of a meeting);

(D) Special Meetings of Stockholders — approve a provision that, subject to the rights, if any, of the holders of any series of Preferred Stock as provided or fixed by or pursuant to the provisions of Pubco Charter (including any preferred stock designation), and to the requirements of applicable law, special meetings of the stockholders of Pubco may be called for any purpose or purposes, at any time, only by or at the direction of Pubco Board of Directors pursuant to a resolution adopted by a majority of Pubco Board of Directors, the Chairperson of Pubco Board of Directors, the Chief Executive Officer or President and will not be called by any other person or persons; and

(E) Amendment of the Charter — approve a provision that amendment of Pubco Charter generally requires the approval of Pubco Board of Directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class, with the exception of certain provisions that would require the affirmative vote of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the company entitled to vote thereon, voting as a single class.

Proposal No. 3 — The Nasdaq Stock Issuance Proposal — to consider and vote on a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Capital Market (“Nasdaq”), the issuance of shares of Company Common Stock issuable (i) upon conversion of the 7,500 shares of the Company’s Series 5 Convertible Preferred Stock (the “Series 5 Preferred Stock”) issued in the Company’s private placement in July 2025, (ii) upon exercise of warrants to purchase up to 12,000,000 shares of Company Common Stock (the “PIPE Warrants”), issued in the Company’s private placement in July 2025, (iii) upon exercise of warrants to purchase up to 865,052 shares of Company Common Stock issued in the Company’s bridge financing in June 2025 and (iv) under the Subscription Agreements, pursuant to which 243,787,992 shares of Company Common Stock will be issued immediately prior to the Closing;

Proposal No. 4 — The Equity Incentive Plan Proposal — to consider and vote on a proposal to approve and adopt the 2025 Equity Incentive Plan established to be effective after the Closing;

Proposal No. 5 — The Charter Amendment Proposal — to approve an amendment to our Certificate of Incorporation, as amended to date (the “Sonnet Charter”) to increase the authorized shares of Company Common Stock from 125,000,000 to 500,000,000; and

Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting.

Each of the Proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Company Common Stock at the close of business on [       ], 2025 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting (or otherwise after a demand in accordance with Delaware law) at the principal executive offices of Sonnet for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting. As a result of the Business Combination, and subject to the terms and conditions of the Transaction Agreement, Pubco is expected to become a public company. Pubco intends to apply to have its common stock listed on the Nasdaq Capital Market under the symbol “HYPS.”

It is expected that a total of approximately 774 million shares of Pubco Common Stock and warrants to issue a total of approximately 41 million shares of Pubco Common Stock will be issued at the Closing. That number of shares of Pubco Common Stock underlying warrants assumes that all outstanding warrants are exercised on a cashless exercise basis, based on an assumed share price of $3.38, the closing price of the Company Common Stock on August 28, 2025. The following table sets forth the anticipated number of shares of Pubco Common Stock and shares of Pubco Common Stock underlying warrants to be issued at Closing to each of Sonnet’s current stockholders, Chardan Capital Markets LLC, the Initial PIPE subscribers, the HYPE holders who will contribute HYPE tokens to Rorschach prior to Closing, the Closing PIPE subscribers and the Advisor, as well as the estimated value of such shares, based on the closing price of the Company Common Stock on August 28, 2025:

The approval of each of the Transactions Proposal, the Nasdaq Stock Issuance Proposal and the Charter Amendment Proposal (collectively, the Condition Precedent Proposals) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all the Condition Precedent Proposals. The Pubco Organizational Document Advisory Proposal, Equity Incentive Plan Proposal, and the Adjournment Proposal are not conditioned on the approval of any other proposal. If Sonnet’s stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.

After careful consideration, the Board of Directors of Sonnet has unanimously approved the Business Combination and approved and adopted the Transaction Agreement and unanimously recommends that our stockholders vote “FOR” each of the Proposals presented to our stockholders at the Special Meeting. When you consider the Board’s recommendation of these proposals, you should keep in mind that directors and officers of Sonnet have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Transactions — Interests of Sonnet’s Directors and Executive Officers in the Transactions” in the accompanying proxy statement/prospectus.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING VIA THE INTERNET, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) THROUGH THE INTERNET OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the Special Meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such bank, broker or other nominee, which is considered the stockholder of record, in order to vote.

We encourage you to read the accompanying proxy statement carefully and in its entirety, as well as the documents we file from time to time with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 24 OF THIS PROXY STATEMENT/PROSPECTUS. If you have any questions concerning the Business Combination or the Special Meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares of common stock, please contact the Company at: Sonnet BioTherapeutics Holdings, Inc., 100 Overlook Center, Suite 102, Princeton, New Jersey 08540, Attn.: Secretary or by phone at (609) 375-2227.

Thank you for your participation. We look forward to your continued support.

Princeton, NJ

[      ], 2025

References to Additional Information

You may obtain additional copies of this combined proxy statement/prospectus or any other publicly available information concerning Sonnet, without charge, by contacting JTC Team, LLC, Sonnet’s investor relations representative at the email address and telephone number listed below, or from the SEC through the SEC website at www.sec.gov.

To obtain timely delivery of documents, you must request them no later than five business days before the date of the Special Meeting, which is scheduled to be held on [     ], 2025, at [      ], Eastern time.

Submitting Proxies by Mail, Telephone or Internet

Sonnet stockholders of record may vote by submitting their proxies:

The Internet and telephone proxy submission procedures are designed to authenticate stockholders and to allow them to confirm that their instructions have been properly recorded.

Stockholders of Sonnet whose shares are held in “street name” must provide their broker, nominee, fiduciary or other custodian with instructions on how to vote their shares; otherwise, their broker, nominee, fiduciary or other custodian will not vote their shares on any of the proposals before the special meeting. Stockholders should check the voting form provided by their broker, nominee, fiduciary or other custodian for instructions on how to vote their shares.

TRADEMARKS AND TRADE NAMES

Sonnet owns and has rights to, and Pubco will own or acquire rights to, trademarks, service marks, copyrights and trade names in conjunction with the operation of its business and future business, including, without limitation, Sonnet trademarks. Solely for convenience, the trademarks, service marks, copyrights and trade names referred to in this combined proxy statement/prospectus may be listed without the ™, © and ® symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, copyrights and trade names included or referred to in this combined proxy statement/prospectus.

This combined proxy statement/prospectus also includes trademarks, service marks and trade names of other companies. Each trademark, service mark or trade name of any other company appearing in this combined proxy statement/prospectus belongs to its holder. Use or display by us of other parties’ trademarks, service marks or trade names is not intended to and does not imply a relationship with, or endorsement or sponsorship by us of the trademark, service mark or trade name owner.

TABLE OF CONTENTS

frequently used terms

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires:

“A&R Pubco Organizational Documents” means the Pubco Charter and the bylaws of Pubco;

“Advisor” means Rorschach Advisors LLC, a Delaware limited liability company;

“Advisor Shares” means that number of shares of Pubco Common Stock equal to 5% of the shares of Pubco Common Stock issued and outstanding, on a fully-diluted, as converted basis, immediately following the Company Merger Effective Time;

“Advisor Agreements” means the Advisor Rights Agreement and Strategic Advisor Agreement to be entered into between Pubco and Rorschach Advisor LLC in connection with the Closing;

“Advisor Warrants” means the warrants issuable to the Advisor to purchase a number of shares of Pubco Common Stock equal to, in the aggregate, 15% of the fully diluted number of outstanding shares of Pubco Common Stock immediately after Closing, pursuant to the Transaction Agreement;

“Aggregate Company Consideration” means the aggregate number of shares of Pubco Common Stock payable to the Company Securityholders in connection with the Company Merger in accordance with the terms and conditions of the Transaction Agreement and the Transaction Documents;

“Aggregate Rorschach Consideration” means an aggregate of number shares of Pubco Common Stock to be issued at the Rorschach Merger Effective Time to the Rorschach Members in accordance with the Transaction Agreement, determined by dividing (a) the sum of (i) the HYPE Tokens Value held by Rorschach immediately prior to the Rorschach Merger Effective Time plus any Contributed Cash held by Rorschach immediately prior to the Rorschach Merger Effective Time, by (ii) the Company Price Per Share, and, once calculated, (b) adding to such total number of shares of Pubco Common Stock determined in clause (a) the total number of Advisor Shares to be issued to Rorschach;

“Aggregate Transaction Consideration” means (a) the Aggregate Rorschach Consideration and (b) the Aggregate Company Consideration;

“Ancillary Agreements” means the Registration Rights Agreement, the Advisor Rights Agreement, the Strategic Advisor Agreement, the Advisor Warrants, the CVR Agreement, the Subscription Agreements;

“Bridge Financing” means the sale of $2.0 million of convertible notes in the principal amount of $2.0 million of the Company on June 30, 2025;

“Bridge Financing Warrants” means the warrants to purchase an aggregate of up to 865,052 shares of Company Common Stock received by the investors in the Bridge Financing.

“Bridge Notes” means the convertible notes sold by the Company in the Bridge Financing;

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in New York, New York;

“Chardan” means Chardan Capital Markets LLC;

“Code” means the United States Internal Revenue Code of 1986, as amended;

“Contribution” means the contribution by certain investors of HYPE Tokens and cash and cash equivalents to Rorschach pursuant to the Transaction Documents;

“Closing” means the consummation of the Transactions;

“Closing Date” means the date on which the Closing occurs;

“Closing PIPE” means those certain Subscription Agreements entered concurrently with the Transaction Agreement whereby the Company agreed to issue and sell, immediately prior to the Closing, an aggregate of 243,787,992 shares of Company Common Stock at a purchase price of $1.25 per share;

“Company” means Sonnet Biotherapeutics Holdings, Inc.;

“Company Common Stock” means the Company’s common stock, with a par value of $0.0001 per share;

“Company In-The-Money Warrant” means a Company Warrant that, as of immediately prior to the Company Merger Effective Time, has an exercise price that is less than the Company Price Per Share;

“Company Merger” means the merger of Company Merger Sub with and into the Company, with the Company surviving the Company Merger as a direct wholly owned subsidiary of Pubco;

“Company Merger Effective Time” means the date and time of the filing of a certificate of merger (or such later time as may be agreed by each of the Parties and specified in the certificate of merger) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL.

“Company Merger Sub” means TBS Merger Sub Inc.;

“Company Organizational Documents” means the Company Certificate of Incorporation and the bylaws of the Company, as amended, modified or supplemented from time to time;

“Company Out-Of-The-Money Warrant” means a Company Warrant that, as of immediately prior to the Company Merger Effective Time, has an exercise price that is equal to or greater than the Company Price Per Share;

“Company Price Per Share” means $1.25;

“Company RSAs” means restricted stock awards relating to shares of Company Common Stock immediately prior to the Company Merger Effective Time;

“Company RSUs” means restricted stock units relating to shares of Company Common Stock immediately prior to the Company Merger Effective Time;

“Company Securityholders” means, collectively, the holders of Company Common Stock, Company Vested RSUs and Company In-The-Money Warrants immediately prior to the Company Merger Effective Time;

“Company Unvested RSA” means a Company RSA that has not vested immediately prior to the Company Merger Effective Time;

“Company Unvested RSU” means a Company RSU that has not vested immediately prior to the Company Merger Effective Time;

“Company Vested RSU” means a Company RSU that has vested prior to the Company Merger Effective Time;

“Company Warrant” means a warrant to purchase shares of Company Common Stock, whether or not exercisable;

“CVR” means a contractual contingent value right representing the right to receive Pubco Common Stock on the terms and subject to the conditions set forth in the CVR Agreement;

“CVR Agreement” means that certain Contingent Value Rights Agreement to be entered between Pubco and the Rights Agent, a form of which is attached to the Transaction Agreement as Exhibit E;

“Dissenting Shares” means shares of Company Common Stock that are held by Sonnet stockholders who shall have neither voted in favor of the Company Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights;

“DGCL” means the Delaware General Corporation Law;

“DLLCA” means the Limited Liability Company Act of the State of Delaware;

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“Financings” means the Bridge Financing and the PIPE Financing;

“FDA” means the United States Food and Drug Administration;

“GAAP” means accounting principles generally accepted in the United States;

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;

“HYPE Token” means the native token of the Hyperliquid Layer 1 blockchain;

“HYPE Tokens Value” means the value determined by multiplying (a) the aggregate number of HYPE Tokens held by Rorschach immediately prior to the Rorschach Merger Effective Time by (b) $46.372. For the avoidance of doubt, if less than Two Hundred Million Dollars ($200,000,000) in HYPE Tokens Value is contributed to Rorschach as of immediately prior to the Rorschach Merger Effective Time, additional cash and cash equivalents may be contributed by investors to Rorschach or the Company immediately prior to the Rorschach Merger Effective Time to address any such shortfall in the HYPE Tokens Value for the purposes of satisfying the condition set forth in Section 8.03(d);

“Initial PIPE” means those certain securities purchase agreements entered concurrently with the execution of the Transaction Agreement whereby the Company agreed to issue and sell the Series 5 Preferred Stock and the Initial PIPE Warrants, for gross proceeds of $5.5 million;

“Initial PIPE Warrants” means those certain warrants to purchase up to 8,800,000 shares of Company Common Stock issued and sold to investors in the Initial PIPE;

“IRS” means the U.S. Internal Revenue Service.

“Nasdaq” means The Nasdaq Stock Market LLC;

“Business Combination” means the Rorschach Merger and the Company Merger;

“Per Share Company Merger Consideration” means one (1) share of Pubco Common Stock and one (1) CVR;

“Preferred Stock” means the Company’s undesignated preferred stock, par value $0.0001 per share;

“Pubco” or “HSI” means Hyperliquid Strategies Inc;

“Pubco Board” means the Board of Directors of Pubco;

“Pubco Common Stock” means the common stock, par value $0.01 per share, of Pubco;

“Pubco Charter” means Pubco’s amended and restated certificate of incorporation, attached hereto as Annex B;

“Pubco Organizational Documents” means the certificate of incorporation and bylaws of Pubco, as amended, modified or supplemented from time to time;

“Registration Rights Agreement” means the Registration Rights Agreement to be entered into among Pubco, the Advisor and certain other investors in connection with the Closing;

“Rorschach” means Rorschach I LLC;

“Rorschach Board” means the board of managers of Rorschach;

“Rorschach Parties” means Rorschach, Pubco and the Merger Subs;

“Rorschach Merger” means the merger of Rorschach Merger Sub with and into Rorschach, with Rorschach surviving the Rorschach Merger as a direct wholly owned subsidiary of Pubco;

“Rorschach Merger Effective Time” means the date and time of the filing of a certificate of merger (or such later time as may be agreed by each of the Parties and specified in the certificate of merger) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DLLCA.

“Rorschach Merger Sub” means Rorschach Merger Sub LLC;

“Rorschach Members” means the members of Rorschach;

“SEC” means the U.S. Securities and Exchange Commission;

“Securities Act” means the Securities Act of 1933, as amended;

“Series Directors” means the directors, if any, elected solely and exclusively by the holders of any series of preferred stock of Pubco as provided for or fixed by or pursuant to the Pubco Charter and then outstanding;

“Sonnet” means Sonnet Biotherapeutics Holdings, Inc. and its consolidated subsidiaries;

“Sonnet Charter” means the Company’s certificate of incorporation, as amended;

“Subscription Agreements” means those certain subscription agreements entered by and among the investors in the Closing PIPE, the Company and Pubco;

“Transaction Agreement” means the Business Combination Agreement, dated as of July 11, 2025, among Rorschach, Pubco, the Merger Subs and Sonnet;

“Transaction Documents” means the Transaction Agreement and the Ancillary Agreements;

“Transactions” means the transactions contemplated by Transaction Agreement and the Transaction Documents, including the Business Combination;

“us,” “we,” and “our” refers to Sonnet and our consolidated subsidiaries; and

“you” means the stockholders of Sonnet.

Questions and Answers

The following are some questions that you, as a stockholder of Sonnet, may have regarding the Transactions and the answers to those questions. Sonnet urges you to read the remainder of this combined proxy statement/prospectus carefully, including the annexes, because the information in this section does not provide all of the information that might be important to you with respect to the Transactions and how to vote your shares.

Sonnet’s stockholders are being asked to consider and vote upon a proposal to approve the Transactions contemplated by the Transaction Agreement, among other proposals. The Business Combination cannot be completed unless Sonnet’s stockholders approve the Transactions Proposal, the Nasdaq Share Issuance Proposal and the Charter Amendment Proposal set forth in this proxy statement/prospectus. Information about the Special Meeting, the Transactions and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/prospectus.

Upon the completion of the Transactions, each of Sonnet and Rorschach will become a direct, wholly owned subsidiary of a newly formed company, Pubco.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at Sonnet’s Special Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

YOUR VOTE IS IMPORTANT. YOU ARE URGED TO SUBMIT YOUR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.

Proposal No. 1 — The Transactions Proposal — to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Transaction Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the Rorschach Merger and the Company Merger resulting in each of Sonnet and Rorschach surviving as a direct, wholly-owned subsidiary of Pubco, and (b) approving the other transactions contemplated by the Transaction Agreement and related agreements described in this proxy statement/prospectus;

Proposal No. 2 — The Pubco Organizational Document Advisory Proposal — to consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between the Sonnet Charter and the Pubco Charter, attached hereto as Annex B to this proxy statement/prospectus, respectively, to be in effect upon consummation of the Business Combination:

(A) Authorized Capital Stock — approve authorized capital stock of Pubco of 2,000,000,000 shares of Pubco Common Stock, par value $0.01 per share, and 100,000,000 shares of preferred stock;

(B) Removal of Directors — approve a provision that, except for any Series Directors, any individual director or the entire Pubco Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors, voting together as a single class;

(C) Stockholder Action by Written Consent — to approve a provision that, except as may be otherwise provided for or fixed pursuant to Pubco Charter (including any preferred stock designation) relating to the rights, if any, of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of Pubco must be effected at a duly called annual or special meeting of the stockholders of Pubco (and may not be taken by consent of the stockholders in lieu of a meeting);

(D) Special Meetings of Stockholders — approve a provision that, subject to the rights, if any, of the holders of any series of Preferred Stock as provided or fixed by or pursuant to the provisions of Pubco Charter (including any preferred stock designation), and to the requirements of applicable law, special meetings of the stockholders of Pubco may be called for any purpose or purposes, at any time, only by or at the direction of Pubco Board of Directors pursuant to a resolution adopted by a majority of Pubco Board of Directors, the Chairperson of Pubco Board of Directors, the Chief Executive Officer or President and will not be called by any other person or persons; and

(E) Amendment of the Charter — approve a provision that amendment of Pubco Charter generally requires the approval of Pubco Board of Directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class, with the exception of certain provisions that would require the affirmative vote of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the company entitled to vote thereon, voting as a single class.

Proposal No. 3 — The Nasdaq Stock Issuance Proposal — to consider and vote on a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of shares of Company Common Stock issuable (i) upon conversion of the 7,500 shares of the Company’s Series 5 Preferred Stock issued in the Initial PIPE, (ii) upon exercise of warrants to purchase up to 12,000,000 shares of Company Common Stock, issued in the Initial PIPE, (iii) upon exercise of warrants to purchase up to 865,052 shares of Company Common Stock issued in the Bridge Financing and (iv) under the Subscription Agreements, pursuant to which 243,787,992 shares of Company Common Stock will be issued immediately prior to the Closing;

Proposal No. 4 — The Equity Incentive Plan Proposal — to approve an amendment to our Certificate of Incorporation, as amended to date (the “Sonnet Charter”) to increase the authorized shares of Company Common Stock from 125,000,000 to 500,000,000;

Proposal No. 5 — The Charter Amendment Proposal — to approve an amendment to the Sonnet Charter to increase the authorized shares of Company Common Stock from 125,000,000 to 500,000,000; and

Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting.

The approval of each of the Transactions Proposal, the Nasdaq Stock Issuance Proposal and the Charter Amendment Proposal (collectively, the “Condition Precedent Proposals”) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all the Condition Precedent Proposals. The Pubco Organizational Document Advisory Proposal, Equity Incentive Plan Proposal, and the Adjournment Proposal are not conditioned on the approval of any other proposal. If Sonnet’s stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.

and

However, there is no assurance of the growth potential of Pubco. For more information, see the section of the accompanying proxy statement/prospectus entitled “The Transactions - Sonnet Board’s Recommendation; Reasons for the Transactions “.

It is expected that a total of approximately 774 million shares of Pubco Common Stock and warrants to issue a total of approximately 41 million shares of Pubco Common Stock will be issued at the Closing. That number of shares of Pubco Common Stock underlying warrants assumes that all outstanding warrants are exercised on a cashless exercise basis, based on an assumed share price of $3.38, the closing price of the Company Common Stock on August 28, 2025. The following table sets forth the anticipated number of shares of Pubco Common Stock and shares of Pubco Common Stock underlying warrants to be issued at Closing to each of Sonnet’s current stockholders, Chardan, the Initial PIPE subscribers, the HYPE holders who will contribute HYPE tokens to Rorschach prior to Closing, the Closing PIPE subscribers and the Advisor, as well as the estimated value of such shares, based on the closing price of the Company Common Stock on August 28, 2025:

After the consummation of the Business Combination, Pubco intends to apply to have its ordinary shares listed on the Nasdaq Capital Market under the symbol “HYPS.”

You should read section entitled “The Transactions — Sonnet Board’s Recommendation; Reasons for the Transactions” beginning on page 89 for a discussion of the factors that the Sonnet Board considered in deciding to recommend the approval of the Transactions Proposal.

As of July 11, 2025, the date of the Transaction Agreement, Sonnet’s directors and executive officers beneficially owned approximately 17.4% of the outstanding shares of Company Common Stock as of such date.

Further, as of July 11, 2025, there were no options outstanding and outstanding restricted stock units for up to an aggregate of 76,000 shares of Company Common Stock held by Sonnet’s directors and executive officers.

Upon the Closing of the Business Combination, Raghu Rao, interim Chief Executive Officer of Sonnet, will remain the interim Chief Executive Officer of Sonnet, a wholly owned subsidiary of Pubco, following Closing and during the CVR Term.

Nailesh Bhatt and Albert Dyrness, currently directors on the Sonnet Board, will serve as directors of Pubco following Closing.

Richard Kenney, Chief Medical Officer of Sonnet, participated as an investor in the Bridge Financing and holds 200 shares of Series 5 Preferred Stock. Bridge Warrants to purchase 86,505 shares of Company Common Stock and PIPE Warrants to purchase 320,000 shares of Company Common Stock.

The continued indemnification of current directors and officers of Sonnet and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section entitled “Interests of Directors and Executive Officers of Sonnet in the Merger.”

Stockholders of Record

If your shares of Company Common Stock are registered directly in your name with Sonnet’s transfer agent, Securities Transfer Corporation, you are the stockholder of record of those shares and these proxy materials have been mailed or e-mailed to you by Sonnet. You may vote your shares by Internet or by mail as further described below. Stockholders of record may also attend the Special Meeting virtually and cast your vote then. If you have already submitted a proxy to vote online, by telephone or by mail, your vote at the Special Meeting will supersede your prior proxy. Your vote authorizes Raghu Rao, Chief Executive Officer of Sonnet, as your proxy, with the power to appoint his substitute, to represent and vote your shares as you direct.

Vote by Internet — [      ].

Use the Internet to transmit your voting instructions 24 hours a day, seven days a week until 11:59 p.m. (Eastern Time) on [      ].

Please have your proxy card available and follow the instructions to obtain your records and create an electronic ballot.

Vote by mail.

Complete, date and sign your proxy card and return it in the postage-paid envelope provided.

Beneficial Owners

If you own shares through a bank, broker, trust or other nominee rather than in your own name, you are the beneficial owner of shares, but considered to be holding the shares in “street name.” If your shares are held in street name, these proxy materials are being forwarded to you by your broker, bank or other record holder, along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions.

The Sonnet Board is not aware of any other matters to be presented for action at the meeting, but if other matters are properly brought before the Special Meeting, shares represented by properly completed proxies received by mail, telephone, Fax or the Internet will be voted in accordance with the judgment of the persons named as proxies.

The Transactions Proposal requires the affirmative vote of a majority of the voting power of the issued and outstanding shares of Sonnet. As a result, abstentions and “broker non-votes” (see below), if any, will have the effect of a vote against the Business Combination Proposal. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

The Pubco Organizational Document Advisory Proposal requires the affirmative vote of a majority of the voting power of the issued and outstanding shares of Sonnet. As a result, abstentions and “broker non-votes” (see below), if any, will have the effect of a vote against the Pubco Organizational Document Advisory Proposal. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

The Nasdaq Stock Issuance Proposal requires the affirmative vote of a majority of the total votes properly cast by the Sonnet stockholders at the Special Meeting. As a result, abstentions and “broker non-votes” (see below), if any, will have no effect on the Nasdaq Stock Issuance Proposal.

The Equity Incentive Plan Proposal requires the affirmative vote of a majority of the total votes properly cast by the Sonnet stockholders at the Special Meeting. As a result, abstentions and “broker non-votes” (see below), if any, will have no effect on the Equity Incentive Plan Proposal.

The Charter Amendment Proposal requires the affirmative vote of a majority of the total votes properly cast by the Sonnet stockholders at the Special Meeting. As a result, abstentions and “broker non-votes” (see below), if any, will have no effect on the Charter Amendment Proposal.

The Adjournment Proposal, if presented, requires the affirmative vote of a majority of the total votes properly cast by the Sonnet stockholders at the Special Meeting. As a result, abstentions and “broker non-votes” (see below), if any, will have no effect on the Adjournment Proposal.

If your shares of Company Common Stock are held by your broker as your nominee, that is, in “street name,” the enclosed voting instruction card is sent by the institution that holds your shares. Please follow the instructions included on that proxy card regarding how to instruct your broker to vote your shares.

If you are a beneficial owner of shares held in “street name” and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares does not have the authority to vote on the matter with respect to those shares. This is generally referred to as a “broker non-vote.”

We believe the Adjournment Proposal will be considered “routine” under the relevant securities exchange rules and will not be subject to broker non-vote. All other proposals involve matters that we believe will be considered “non-routine” and brokers and other intermediaries will not have the discretion to vote on them without voting instructions. We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided by such organization.

If your shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting on these important matters.

If you are a Sonnet stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Pubco Organizational Document Advisory Proposal, the Share Issuance Proposal, the Nasdaq Stock Issuance Proposal, the Equity Incentive Plan Proposal or the Charter Amendment Proposal.

For purposes of submitting your vote online, you may change your vote until 11:59 p.m. Eastern Time on [      ]. At this deadline, the last vote submitted will determine the vote that is counted.

If you choose either of the first two methods, you must submit your notice of revocation or your new proxy to the Secretary of Sonnet, as specified in this proxy statement, no later than the beginning of the Special Meeting. If your shares are held in street name by your broker, bank or nominee, you should contact them to change your vote.

After the Business Combination is completed, if you held certificates representing shares of Company Common Stock prior to the Business Combination, Sonnet’s transfer agent, Securities Transfer Corporation, will send you a letter of transmittal and instructions for exchanging your shares of Company Common Stock for Pubco Common Stock. Upon surrender of the certificates for cancellation along with the executed letter of transmittal and other required documents described in the instructions, you will receive your Pubco Common Stock.

Sonnet will pay the cost of soliciting proxies for the Special Meeting. Sonnet also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Company Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Company Common Stock and in obtaining voting instructions from those owners. Sonnet’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 24 of this proxy statement/prospectus.

Summary

The following summary highlights information contained elsewhere in this combined proxy statement/prospectus. It may not contain all the information that may be important to you. You should read this entire combined proxy statement/prospectus carefully, including the sections titled “Risk Factors,” “Information About Sonnet,” “Information About Rorschach and Pubco,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Sonnet,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rorschach and Pubco” and each of the Sonnet and Rorschach financial statements and related notes, all included elsewhere in this combined proxy statement/prospectus.

The Companies

Pubco

Pubco is a Delaware corporation that was formed for the purpose of engaging in the Transactions. Since the date of its incorporation on July 2, 2025, Pubco has not engaged in any activities other than as contemplated by the Transaction Documents. Following the completion of the Transactions, Pubco will be a holding company whose principal assets will be the ownership of Rorschach and Sonnet. Immediately after the completion of the Transactions, Pubco’s equity capital will consist solely of Pubco Common Stock and Pubco Preferred Stock. For a description of the capital stock of Pubco, see “Description of Pubco Capital Stock” beginning on page 149 of this combined proxy statement/prospectus.

The principal executive offices of Pubco are located at 477 Madison Avenue, 22nd Floor, New York, NY 10022, and the telephone number at that address is (212) 883-4330. Following the Closing, the principal executive offices of Pubco will be located at 477 Madison Avenue, 22nd Floor, New York, NY 10022, and the telephone number at this location is (212) 883-4330.

Rorschach

Rorschach is a Delaware limited liability company formed on June 13, 2025. Rorschach was formed for the purpose of completing the Transactions pursuant to the Transaction Agreement, and has no business operations as of the date of this proxy statement/prospectus. See “Information About Rorschach and Pubco” beginning on page 201 of this combined proxy statement/prospectus for more information.

Sonnet

Sonnet is a clinical stage, oncology-focused biotechnology company with a proprietary platform for innovating biologic medicines of single- or bifunctional action. Known as F_HAB^® (Fully Human Albumin Binding), the technology utilizes a fully human single chain antibody fragment that binds to and “hitch-hikes” on human serum albumin (HSA) for transport to target tissues. We designed the F_HAB construct to improve drug accumulation in tumors, as well as to extend the duration of activity in the body. F_HAB development candidates are produced in a mammalian cell culture, which enables glycosylation and a biological structure similar to the natural cytokines in vivo. We believe our F_HAB technology, for which we received a U.S. patent in June 2021, is a distinguishing feature of our biopharmaceutical platform that is well suited for future drug development across a range of human disease areas, including oncology, autoimmune, pathogenic, inflammatory, and hematological conditions.

Rorschach Merger Sub and Company Merger Sub

Rorschach Merger Sub and Company Merger Sub have been formed solely for the purpose of engaging in the Transactions. Since the respective dates of their incorporation, Rorschach Merger Sub and Company Merger Sub have not engaged in any activities other than as contemplated by the Transaction Documents. Rorschach Merger Sub is, and will be prior to the Closing, a limited liability company formed in Delaware and wholly and directly owned by Pubco. Company Merger Sub is, and will be prior to the Closing, a corporation incorporation in Delaware and wholly and directly owned by Pubco.

The Transactions

Subject to the terms and conditions of the Transaction Agreement, (a) at the Rorschach Merger Effective Time, Rorschach Merger Sub will merge with and into Rorschach, with Rorschach surviving the Rorschach Merger as a direct wholly owned subsidiary of Pubco, and (b) at the Company Merger Effective Time, Company Merger Sub will merge with and into the Company, with the Company surviving the Company Merger as a direct wholly owned subsidiary of Pubco. As a result of the Rorschach Merger, each limited liability company interest of Rorschach issued and outstanding immediately prior to the Rorschach Merger Effective Time will be canceled and the holder thereof will have the right to receive shares of Pubco Common Stock. As a result of the Company Merger, each share of Company Common Stock issued and outstanding immediately prior to the Company Merger Effective Time (excluding Dissenting Shares) will be canceled and converted into the right to receive (i) one share of Pubco Common Stock and (ii) one CVR (one share of Pubco Common Stock and one (1) CVR being the “Per Share Company Merger Consideration”).

Pursuant to the Transaction Agreement, at or prior to the Closing, certain investors shall contribute HYPE to Rorschach, and certain investors may contribute cash to Rorschach (collectively, the “Contribution”), in each case pursuant to contribution agreements entered into between Rorschach and such investors (the “Contribution Agreements”). Subject to the terms and conditions of the Transaction Agreement, at the effective time of the Rorschach Merger, the equityholders of Rorschach immediately prior to the Closing will receive, in the aggregate, that number of shares of Pubco Common Stock equal to the aggregate amount of the Contribution divided by $1.25. Pursuant to the terms of the Transaction Agreement, the amount of cash proceeds to the Company at the Closing from the Subscription Agreements, the Contribution Agreements and the Initial PIPE must equal at least $50 million. At the Closing, based on Contribution Agreements and Subscription Agreements entered concurrently with the signing of the Transaction Agreement, it is expected that Pubco will hold approximately $583 million in HYPE tokens (based on an agreed spot price of HYPE of $46.372, as used in the Transaction Agreement) and have cash of at least $305 million on its balance sheet.

Also pursuant to the terms of the Transaction Agreement, at the Closing Pubco shall issue to the Advisor (i) the Advisor Shares, in an amount equal to 5% of the shares of Pubco Common Stock issued and outstanding, on a fully-diluted, as converted basis, immediately following the Company Merger Effective Time and (ii) the Advisor Warrants to purchase a number of shares of Pubco Common Stock equal to, in the aggregate, 15% of the fully diluted number of outstanding shares of Pubco Common Stock immediately after Closing. The Advisor Warrants will be exercisable for five years following the Closing, at an exercise price equal to (i) for one-third of the Advisor Warrants, $1.875, (ii) for one-third of the Advisor Warrants, $2.50 and (iii) for one-third of the Advisor Warrants, $3.75.

Immediately following the Closing, Rorschach and the other investors (including Chardan) will own approximately 98.3% of the outstanding shares of Pubco Common Stock and former Company Securityholders (including the investors in the Initial PIPE Offering) will own the remaining outstanding shares of Pubco Common Stock.

Opinion of Financial Advisor to Sonnet

Pursuant to an engagement letter dated June 30, 2025 (the “Engagement Letter”), Sonnet retained Lucid to render an opinion to the Sonnet Board as to the fairness of the Per Share Company Merger Consideration, from a financial point of view, to the existing holders of Company Common Stock (other than the Rorschach Parties). On July 11, 2025, at the request of the Sonnet Board, Lucid rendered its oral opinion, which was subsequently confirmed in writing, to the Sonnet Board, that the Per Share Company Merger Consideration was fair, from a financial point of view, to the holders of Company Common Stock (other than the Rorschach Parties) as of such date and based upon the various assumptions, qualifications and limitations set forth therein (the “Lucid Opinion”).

The terms of the Transaction considered by Lucid at the time of delivering the Lucid Opinion differed in certain respects immaterial to the Lucid Opinion from the definitive terms disclosed upon announcement of the proposed Merger.

The full text of the Lucid Opinion is attached as Annex H to this proxy statement/prospectus and is incorporated herein by reference. Sonnet encourages its stockholders to read the Lucid Opinion in its entirety for the assumptions made, procedures followed, other matters considered and limits of the review by Lucid. The summary of the Lucid Opinion set forth herein is qualified by reference to the full text of the Lucid Opinion. The Lucid Opinion is intended for the benefit and use by the Sonnet Board (in its capacity as such) in its consideration of the financial terms of the Business Combination. The Lucid Opinion does not constitute a recommendation to the Sonnet Board of whether to approve the Business Combination or to any Sonnet stockholder or other person as to how to vote or act with respect to the proposed Business Combination or any other matter.

Dissenters’ or Appraisal Rights

Under Section 262, if the Company Merger is completed, holders of record and beneficial owners of Company Common Stock who (i) deliver a written demand for appraisal of such person’s shares of Company Common Stock to us prior to the vote on the approval of the Transaction Agreement, (ii) do not vote, in person or by proxy, in favor of the Transactions Proposal to approve the Transaction Agreement, (iii) continuously hold of record or beneficially own such shares on the date of making the demand for appraisal through the effective date of the Company Merger, and (iv) otherwise comply with the procedures set forth in Section 262 may be entitled to have their shares of Company Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the Company Merger Consideration, for the “fair value” of their shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Company Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest, if any, on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the Company Merger through the date of payment of the judgment (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid in the Company Merger to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding) as described further below under the heading “The Transactions - Dissenters’ or Appraisal Rights” in this proxy statement/prospectus.

Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses appraisal rights will be entitled to receive the Company Merger Consideration. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of Company Common Stock, we believe that if a person is considering exercising such rights, such person should seek the advice of legal counsel. See the description under the heading “Dissenters’ or Appraisal Rights” in this proxy statement/prospectus for additional information and the text of Section 262 of the DGCL, which you are encouraged to read carefully and in their entirety.

Material U.S. Federal Income Tax Consequences of the Business Combination

Subject to the qualifications and assumptions described in this proxy statement/prospectus, assuming that the Company Merger and the Rorschach Merger will be consummated as described in the Transaction Agreement, (i) the Company Merger is intended to be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and/or (ii) taken together with the Rorschach Merger, the Company Merger is intended to be treated for U.S. federal income tax purposes as a transaction described in Section 351 of the Code (the “Intended Tax Treatment”).

Assuming the Business Combination is treated consistent with the Intended Tax Treatment, the following are the material U.S. federal income tax consequences (to Sonnet and Pubco, and to the U.S. Holders of Company Common Stock) of the Business Combination: