A financing-linked 5% share + 15% warrant grant right was waived — without terminating the adviser agreement.
Hyperliquid Strategies Inc. provides a useful provider-economics state-change case. Its five-year Strategic Advisor Agreement with Rorschach Advisors links adviser compensation to future equity financing, while a separate Advisor Rights Agreement adds Board nomination and information rights. Later 2026 filings disclose that the future-financing grant right was waived unless and until the adviser revokes the waiver for future financings.
Agreement-family snapshot
| Field | Publicly disclosed term |
|---|---|
| Issuer | Hyperliquid Strategies Inc. (NASDAQ: PURR) |
| Provider | Rorschach Advisors LLC |
| Role | Strategic / technical advice on the Hyperliquid ecosystem, digital-asset industries, selection of third-party asset-management and digital-asset vendors, and other treasury-operating matters |
| Strategic Advisor Agreement term | Five years from December 2, 2025 |
| Ordinary termination | No general convenience-termination right disclosed in the executed agreement; either party may terminate for uncured material breach and the parties may terminate by mutual written agreement |
| Future-financing economics | Contractually: shares equal to 5% of shares issued or issuable in qualifying equity / equity-linked financing plus warrants equal to 15% of the shares issued or issuable, subject to the agreement mechanics |
| 2026 compensation state | The adviser waived that additional future-financing grant right for post-closing financings unless and until it revokes the waiver for future financings |
| Revocation currentness | August 27, 2026 Form 10-K says revocation requires two weeks' advance notice and no such notice had been provided through the filing / financial-statement issuance date |
The compensation right still exists even while its exercise is waived
The executed Strategic Advisor Agreement gives Rorschach Advisors a financing-linked grant formula rather than a conventional AUM percentage. If Hyperliquid Strategies raises qualifying equity or equity-linked financing during the five-year term, the agreement provides for common shares equal to 5% of the financing share count and warrants equal to 15% of that share count, unless otherwise agreed and subject to applicable law.
The later 2026 public record changes the economic state without ending the agreement. Hyperliquid Strategies disclosed that Rorschach Advisors waived its right to receive those additional equity grants for financings consummated after closing unless and until it revokes the waiver for future financings. The August 2026 Form 10-K adds a concrete currentness control: revocation requires two weeks' advance notice, and the company reported that no such notice had been provided through that filing date.
Initial transaction equity is a separate economic layer
The financing-linked future-grant formula should not be blended with the securities Rorschach Advisors received at the business-combination closing. Public filings separately disclose 7,761,860 Advisor Issued Shares and 27,394,800 Advisor Warrants, with the three warrant tranches exercisable at $9.375, $12.50 and $18.75 per share. Those closing securities arise from the transaction framework; the 5% / 15% formula is the separate ongoing Advisory Agreement compensation mechanism.
The adviser also has a separate governance-rights agreement
The Advisor Rights Agreement gives Rorschach Advisors conditional Board nomination and information rights. While its Minimum Holding Condition is satisfied, the adviser has a formula-based right to nominate directors, with at least one nominee serving as Board Chairman, plus specified financial-information and access rights. These rights should be mapped separately from the Strategic Advisor Agreement's compensation.
The condition is defined by reference to the adviser's ownership relative to its closing holdings, not simply a fixed percentage of the issuer's outstanding shares. A later Schedule 13G reporting 7,761,860 shares and 3.87% of the then-outstanding common stock therefore should not be substituted for the agreement's own Minimum Holding Condition test without doing the contractual calculation.
Currentness is unusually strong
The August 27, 2026 Form 10-K still describes the Advisor Agreements, the five-year advisory term, the 5% / 15% future-financing formula, the waiver, the two-week revocation mechanism and the existing Advisor Warrants. The same filing describes Hyperliquid Strategies as an active HYPE-focused digital asset treasury company, with 29.3 million HYPE tokens reported in its August 2026 operating materials.
Why this case matters for a Board / CFO stress test
This case adds a provider state that ordinary fee tables miss: ACTIVE CONTRACT + CONTRACTUAL COMPENSATION RIGHT + CURRENT WAIVER + REVOCATION MECHANISM. It also shows why transaction equity, future service compensation and governance rights must be stored as separate agreement families even when they involve the same adviser.
Primary public sources
Executed Strategic Advisor Agreement — Dec. 2, 2025
Executed Advisor Rights Agreement — Dec. 2, 2025
July 20, 2026 S-1/A — waiver disclosure and closing securities
August 27, 2026 Form 10-K — current waiver / revocation status
August 2026 Schedule 13G/A — reported adviser share ownership
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Public-source factual commercial research only. No legal interpretation of enforceability, no fairness or arm's-length conclusion, no fiduciary, accounting or investment opinion, and no recommendation concerning any provider or agreement.