STKE · Sol Strategies Inc. Common Shares

Sol Strategies Inc. has signed a definitive Membership Interest Purchase Agreement dated May 1, 2026, to acquire all membership interests of HoudiniSwap LLC, a Saint Vincent and the Grenadines-incorporated entity operating a non-custodial, privacy-focused cross-chain swap aggregator. The $18 million purchase price breaks down into $8.25 million cash (with $7 million at closing and $1.25 million deferred over 18 months), a $5.75 million six-month promissory note, $4 million in common shares valued via 90-day VWAP prior to closing (subject to CSE rules and 4-month hold), and $100,000 in warrants exercisable at a 25% premium for two years. A two-year earn-out offers up to $10 million tied to $2.5 million annual EBITDA hurdles, aligning incentives post-close. Houdini brings proven traction: $13 million revenue in 2025 (over half Solana-related), $2.5 billion cumulative volume across 100+ blockchains, integrations with 18+ DEXs and major wallets. Strategically, this expands Sol Strategies beyond validator/staking into transaction routing, cross-chain liquidity, and software revenues, bolstering privacy (synergistic with prior Darklake Zyga acquisition) and institutional-grade execution. CEO Michael Hubbard emphasized conviction in Solana's long-term dominance amid 2026 pullbacks, while CSO Stephen Ehrlich highlighted margin durability and cycle resilience. Houdini CEO Louis Goldberg noted access to Sol Strategies' institutional network and validator infrastructure. No Solana treasury sales planned for funding; A.G.P. receives $500k fee plus warrants. Post-closing adjustments via working capital true-up, with indemnities and non-competes standard. Closing hinges on CSE nod by May 29, positioning Sol Strategies as a multi-revenue Solana ecosystem leader.