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Sonnet Biotherapeutics宣布与罗夏克（Rorschach）进行业务合并，罗夏克是由Paradigm运营附属公司Atlas Merchant Capital组建的新实体，以及其他赞助商，以建立Hyperliquid Layer-1区块链的代币Hyperliquid储备

2025-07-14 18:03

  • At the closing of the Business Combination, the newly-created entity is to be named Hyperliquid Strategies Inc ("HSI"), which is expected to hold approximately 12.6 million HYPE tokens, representing $583 million in value (based on the spot price of HYPE shortly before the signing of the Business Combination Agreement) and gross cash invested of at least $305 million, for a total assumed closing value of $888 million. The transaction includes participation by prominent strategic investors, including Paradigm, Galaxy Digital, Pantera Capital, D1 Capital, Republic Digital, and 683 Capital. HSI is expected to remain listed on the Nasdaq Capital Market ("Nasdaq") under a new ticker symbol and become a public cryptocurrency treasury company upon the closing of the Business Combination.
  • In addition to the $583 million of HYPE value contributed, the gross cash proceeds of $305 million at the closing of the Business Combination will enable HSI to acquire significantly more HYPE, creating one of the top strategic reserves of the HYPE token. Additionally, upon closing of the Business Combination, Bob Diamond, Co-founder and CEO of Atlas, will be named Chairman of the Board and David Schamis, CIO and Co-founder of Atlas, will be named Chief Executive Officer of HSI. The parties also expect to appoint a new Chief Financial Officer and that new members will be added to the Board, including Eric Rosengren, former President of the Boston Fed, in addition to two of Sonnet's current independent directors.
  • At the closing of the Business Combination, HSI will enter into a Sponsor Advisory Agreement ("SAA") with Rorschach to help expand the Company's business operations through the integration of HYPE into its treasury management strategy.
  • In connection with the signing of the Business Combination Agreement, Sonnet will raise an aggregate $5.5 million in a private placement to accredited investors through the issuance and sale of shares of non-voting convertible preferred stock and warrants to purchase shares of common stock of Sonnet. The private placement is expected to close on July 14, 2025. In addition, the $2.0 million principal amount of convertible notes sold by Sonnet in June 2025 will convert into the shares of convertible preferred stock and warrants at the closing of the private placement. The net proceeds from the raises will be used by Sonnet for general corporate purposes and working capital requirements, including the continued development of its biotech assets and funding transaction expenses related to the Business Combination.
  • In parallel with its new cryptocurrency treasury strategy, following the completion of the potential Business Combination, Sonnet will operate as a wholly owned subsidiary of HSI and will continue focusing on existing assets and business lines, including the development of SON-1010, while disposing of other assets. In relation to its biotech assets, common shareholders and certain other holders of equity securities of record in Sonnet will receive a CVR at the closing of Business Combination. Sonnet continues to engage in commercial partnering discussions focused on its biotech assets.
  • Before factoring in any additional financings, it is expected that current owners of Rorschach and other new investors at closing will own approximately 98.8% of HSI and the legacy stockholders of SONN, including the PIPE and bridge investors, will own the remaining approximately 1.2%.
  • The Business Combination Agreement has been approved by the governing boards of both companies and is subject to approval by Sonnet stockholders and other customary closing conditions. The closing of the Business Combination is expected to occur in the second half of this year.

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