| |
Security
Type | |
Security Class Title | |
Fee Calculation or Carry Forward Rule | | |
Amount Registered | | |
Proposed Maximum Offering Price Per Unit | | |
Maximum Aggregate Offering Price | | |
Fee
Rate | | |
Amount of Registration
Fee | | |
Carry Forward Form Type | | |
Carry
Forward File Number | | |
Carry Forward Initial Effective Date | | |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | | |
Fees to Be Paid | |
Equity | |
Common Stock | |
| 457(c), 457(f)(1) | | |
| 64,425,930 | (1) | |
| 15.90 | | |
$ | 1,024,372,287 | (3) | |
| 0.0001531 | | |
$ | 156,831.40 | (5) | |
| | | |
| | | |
| | | |
| | |
| |
Equity | |
Common Stock | |
| 457(c), 457(f)(2) | | |
| 93,322,402 | (2) | |
| 0.000165 | | |
$ | 15,398.20 | (4) | |
| 0.0001531 | | |
$ | 2.36 | (5) | |
| | | |
| | | |
| | | |
| | |
Carry Forward Securities | | |
Carry Forward Securities | |
- | |
- | |
| - | | |
| - | | |
| | | |
| - | | |
| | | |
| | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
Total Offering Amounts | | |
| | | |
$ | 1,024,387,685.20 | | |
| | | |
$ | 156,833.76 | | |
| | | |
| | | |
| | | |
| | |
| |
Total Fees Previously Paid | | |
| | | |
| | | |
| | | |
$ | 156,833.76 | | |
| | | |
| | | |
| | | |
| | |
| |
Total Fee Offsets | | |
| | | |
| | | |
| | | |
$ | 0 | | |
| | | |
| | | |
| | | |
| | |
| |
Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 0 | | |
| | | |
| | | |
| | | |
| | |
|
(1) |
Represents
the maximum number of shares of common stock of Hyperliquid Strategies Inc (“Pubco Common Stock”) issuable to holders
of common stock of Sonnet BioTherapeutics Holdings, Inc. (“Sonnet”), including holders of securities that may be exercised
for or settled into shares of Sonnet’s common stock (collectively, “Sonnet Equity Holders”), upon the completion
of the transactions described in this registration statement based on (i) 1,415,470 shares of Pubco Common Stock issuable to Sonnet’s
current security holders, (ii) 2,982,006 shares of Pubco Common Stock issuable upon the exercise of outstanding warrants to purchase
shares of Sonnet’s common stock, (iii) 48,757,597 shares of Sonnet’s common stock issuable to investors pursuant to certain
subscription agreements, (iv) 2,182,240 shares of Pubco Common Stock issuable to Chardan Capital Markets, LLC as consideration to
its service as an advisor to the proposed business combination, (v) 1,200,000 shares of Pubco Common Stock issuable to certain initial
PIPE subscribers, and (vi) 7,888,617 shares of Pubco Common Stock issuable to Rorschach Advisors LLC. |
|
(2) |
Represents
the maximum number of shares of Pubco Common Stock issuable to holders of membership interests of Rorschach I LLC (“Rorschach”),
including holders of securities that may be exercised for or settled into Rorschach’s membership interests (collectively, “Rorschach
Equity Holders”), upon the completion of the transactions described in this registration statement based on 93,322,405 shares
of Pubco Common Stock issuable to investors pursuant to certain contribution agreements. |
|
(3) |
Estimated
solely for purposes of calculating the amount of the registration fee and computed pursuant to Rules 457(c) and 457(f)(1) promulgated
under the Securities Act of 1933, as amended (the “Securities Act”). Such amount equals the product of (x) $3.18, the
average of the high and the low prices of shares of Sonnet’s common stock, as reported on the Nasdaq Capital Markets LLC on
September 2, 2025, and (y) 64,425,930, the maximum number of shares of Pubco Common Stock issuable to Sonnet Equity Holders upon
the completion of the transactions, as described in footnote 1 above. |
|
(4) |
Estimated
solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act based upon an amount
equal to one-third of the par value of the shares of common stock to be exchanged in the Business Combination as of immediately prior
to the consummation of the Business Combination. Rorschach is a private company, no market exists for its securities and Rorschach
has an accumulated capital deficit. |
|
(5) |
Calculated
pursuant to Rule 457(f) of the Securities Act by multiplying the proposed maximum aggregate offering price by 0.0001531. |