Hyperliquid Strategies (PURR) lifts ChEF commitment to $2.5 billion in Chardan amendment
The ChEF Purchase Agreement between Hyperliquid Strategies Inc (Nasdaq: PURR) and Chardan Capital Markets LLC expanded by $1.5 billion on September 1, 2026, with Amendment No. 1 lifting the total commitment from $1.0…
Key takeaways
- Amendment No. 1, effective September 1, 2026, raised the ChEF Purchase Agreement commitment between Hyperliquid Strategies Inc (Nasdaq: PURR) and Chardan Capital Markets LLC from $1.0 billion to $2.5 billion.
- The amendment adds an exchange cap that becomes operative after $1.0 billion in aggregate share sales, barring issuance below $12.02 per share once cumulative such transactions would exceed 42,641,847 shares.
- That 42,641,847-share ceiling equals 19.99% of common shares outstanding immediately before the amendment's execution.
- Exceeding the ceiling at sub-$12.02 prices requires stockholder approval under Nasdaq rules, or a determination that such approval is not required.
- No stockholder meeting date appears in the filing, so the $2.5 billion commitment is practically bounded by the $12.02 floor and share ceiling until a vote clears.
The ChEF Purchase Agreement between Hyperliquid Strategies Inc (Nasdaq: PURR) and Chardan Capital Markets LLC expanded by $1.5 billion on September 1, 2026, with Amendment No. 1 lifting the total commitment from $1.0 billion to $2.5 billion in aggregate gross purchase price of newly issued common stock. Alongside that expansion, the amendment installs a share issuance ceiling tied to a $12.02 price floor, and crossing that ceiling requires a stockholder vote under Nasdaq rules.
The cap mechanics
The original ChEF Purchase Agreement was executed on October 22, 2025. The amendment changes the total commitment figure and adds the exchange cap provision, which becomes operative once the company and Chardan have transacted $1.0 billion in aggregate share sales under the facility.
At that point, Hyperliquid Strategies may not issue or sell shares of common stock at a price below $12.02 per share if the cumulative count of such transactions would exceed 42,641,847 shares. The filing states that figure equals 19.99% of common shares outstanding immediately before the amendment's execution. Shares priced at or above $12.02 fall outside the cap's scope entirely.
To issue shares in excess of 42,641,847 at sub-$12.02 prices, the company must obtain stockholder approval in accordance with Nasdaq rules, or receive a determination that such approval is not required.
The company's common stock carries a par value of $0.01 per share, and Hyperliquid Strategies is classified as an emerging growth company under SEC definitions. Amendment No. 1 was filed as Exhibit 10.1 to the 8-K, which CFO Brett Beldner signed.
For holders tracking the dilution profile, the exchange cap structure limits how much stock can be sold below $12.02 without a vote, even as the headline commitment rises to $2.5 billion.
What to watch
No stockholder meeting date appears in the filing. The next specific event for PURR holders is a proxy notice or meeting announcement signaling management's intent to seek the authorization required to access capacity above the exchange cap. Until that vote clears, the $2.5 billion commitment is bounded in practice by the $12.02 floor and the 42,641,847-share ceiling.