M&A - Sonnet BioTherapeutics Holdings, Inc.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000164117225018878

Filing Summary: On July 11, 2025, Sonnet BioTherapeutics Holdings, Inc. entered into a Business Combination Agreement (BCA) with Rorschach I LLC and Hyperliquid Strategies Inc. The agreement entails the merger of Rorschach with Rorschach Merger Sub, followed by the merger of Sonnet BioTherapeutics with Company Merger Sub, resulting in Sonnet becoming a wholly owned subsidiary of Hyperliquid. The transaction is expected to close in the second half of 2025 and is subject to various conditions including stockholder approvals. Upon completion, each share of Sonnet common stock will be exchanged for shares of the new entity's stock and additional rights. The financing involves investors contributing substantial funds through separate agreements, with expectations of holding significant assets post-merger. Conditions for closing include achievement of minimum cash proceeds and compliance with specified regulatory requirements.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000164117225018877

Filing Summary: On July 11, 2025, Sonnet BioTherapeutics Holdings, Inc. entered into a Business Combination Agreement (BCA) with Rorschach I LLC, Hyperliquid Strategies Inc, and their subsidiaries. The agreement outlines a merger process whereby Rorschach will merge with its subsidiary, followed by Sonnet merging into Hyperliquid, with Sonnet becoming a subsidiary of Hyperliquid. Completion of the mergers is expected in the second half of 2025. Each share of Sonnet common stock will convert into shares of Hyperliquid and contingent value rights (CVRs) under specific conditions. The BCA includes contributions of at least $200 million in HYPE tokens and investment agreements totaling $305 million. The merger requires shareholder approval for the arrangement and stock issuance, along with a strategy for financing and cash management through various agreements, including a PIPE offering. The management and board structure of the post-merger entity is also detailed, with certain appointed roles defined. Notably, the agreement establishes mechanisms for potential termination and outlines various rights, including registration rights for investors post-merger.