UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Hyperliquid Strategies Inc
(Exact name of registrant as specified in its charter)
| Delaware | 39-3284080 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification Number) |
477 Madison Avenue, 22nd Floor New York |
10022 | |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered | Name
of each exchange on which each class is to be registered | |
| Common stock, par value $0.01 per share | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-290034
Securities to be registered pursuant to Section 12(g) of the Act: None
N/A
(Title of class)
EXPLANATORY NOTE
This Form 8-A/A is being filed to correct the par value per share of the common stock of Hyperliquid Strategies Inc under “Title of each class to be so registered” on the cover page from “Common stock, par value $0.0001 per share” to “Common stock, par value $0.01 per share.”
Item 1. Description of Registrant’s Securities to Be Registered.
The securities to be registered hereby are shares of common stock, par value $0.01 per share (“Common Stock”) of Hyperliquid Strategies Inc (the “Company”). The description of the Common Stock contained in the section entitled “Description of Pubco Capital Stock” in the prospectus included in the Company’s Registration Statement on Form S-4 (File No. 333-290034), originally filed with the U.S. Securities and Exchange Commission on September 4, 2025, as amended from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed because no other securities of the Company are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: December 2, 2025 | HYPERLIQUID STRATEGIES INC | |
| By: | /s/ David Schamis | |
| Name: | David Schamis | |
| Title: | Chief Executive Officer | |