| (1) |
Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered hereby
such indeterminate number of additional shares of common stock, par value $0.01 per share (“Common Stock”), of Hyperliquid
Strategies Inc (“Pubco”) as may be issued or issuable because of stock splits, stock dividends, stock distributions,
and similar transactions. |
| (2) |
Represents
shares of Common Stock that are available to be issued and sold by Pubco to Chardan Capital Markets LLC (“Chardan”) from
time to time at Pubco’s election pursuant to a ChEF Purchase Agreement (the “Purchase Agreement”), dated as of
October 22, 2025, between Pubco and Chardan, subject to satisfaction of the conditions set forth therein. The offer and sale of any
shares of Common Stock to Chardan under the Purchase Agreement is conditioned upon the closing of the business combination transaction
described in the Registration Statement pursuant to the Business Combination Agreement, dated July 11, 2025, by and among Pubco,
Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company” or “Sonnet”), Rorschach I LLC,
a Delaware limited liability company, TBS Merger Sub Inc., a Delaware corporation and Pubco’s wholly owned subsidiary and Rorschach
Merger Sub, LLC, a Delaware limited liability company and Pubco’s wholly owned subsidiary. |