STKE · Sol Strategies Inc. Common Shares

SOL Strategies Inc. has entered a definitive agreement to acquire HoudiniSwap LLC, a non-custodial privacy-focused cross-chain swap aggregator, for USD $18 million in a mix of cash, promissory note, shares, and warrants. This acquisition introduces a fifth revenue stream from Houdini's operations, which generated approximately USD $13 million in revenue in 2025, with over half of its trailing 12-month volume on the Solana blockchain. Houdini has processed more than USD $2.5 billion in cumulative transaction volume across over 100 blockchain networks, partnering with 18+ decentralized exchanges and integrating with major self-custodial wallets. The deal diversifies SOL Strategies beyond validator operations and staking into transaction routing, cross-chain liquidity, and software revenues, enhancing privacy and execution quality. CEO Michael Hubbard emphasized Houdini's trusted product with above-average swap sizes, enabling fungibility across blockchains and mobility into Solana. Chief Strategy Officer Stephen Ehrlich highlighted scalable technology for stronger margins and durable cash flow. Houdini CEO Louis Goldberg noted synergies with SOL Strategies' institutional relationships and validator network. Payment terms include USD $7 million cash at closing, USD $1.25 million over 18 months post-closing, a six-month USD $5.75 million note, USD $4 million in shares (90-day VWAP, CSE rules, 4-month hold), and USD $100,000 warrants (2-year exercise at 25% premium). A two-year earn-out offers up to USD $10 million based on USD $2.5 million annual EBITDA. Advisor A.G.P. receives USD $500,000 fee and 200,000 warrants. No Solana treasury sales planned for funding. Closing by May 29, 2026, pending CSE approval positions SOL Strategies for institutional on-chain adoption.