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SOL Strategies Announces Definitive Agreement to Acquire Houdini Swap, Expanding Privacy Focus and Acquiring Diversified Revenue Streams

(Neutral)

SOL Strategies (NASDAQ: STKE) agreed to acquire HoudiniSwap for USD $18 million in cash, shares, and a promissory note, plus a potential USD $10 million earnout tied to EBITDA milestones. Houdini reported ~USD $13 million revenue in 2025 and processed > USD $2.5 billion cumulative volume across 100+ blockchains.

The deal adds a privacy-focused, non-custodial cross-chain swap aggregator and broadens SOL Strategies’ transaction-routing and software revenue streams; closing is subject to CSE approval and expected by May 29, 2026.

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Positive

  • Adds a new revenue stream: transaction-routing and software
  • Houdini reported ~USD 13 million revenue in 2025
  • Houdini processed >USD 2.5 billion cumulative transaction volume
  • Deal includes up to USD 10 million earnout tied to EBITDA
  • Expands cross-chain reach across 100+ blockchain networks

Negative

  • USD 8.25 million cash required at closing and post-close
  • Transaction includes promissory note and share issuance (dilution risk)
  • Advisor fee of USD 500,000 plus 200,000 warrants payable
  • Deal requires CSE approval and may not close by May 29, 2026

News Market Reaction – STKE

+17.83% 3.6x vol
26 alerts
+17.83% Session close to close
+33.4% Peak Tracked
-3.0% Trough Tracked
$52.70M Market Cap
3.6x Rel. Volume

In the May 4 session, STKE gained 17.83%, reflecting a significant positive market reaction. Argus tracked a peak move of +33.4% during that session. Argus tracked a trough of -3.0% from its starting point during tracking. Our momentum scanner triggered 26 alerts that day, indicating elevated trading interest and price volatility. Trading volume was very high at 3.6x the daily average, suggesting strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +17.8% in the session following this news. A strong positive reaction aligns with t...
Analysis

The stock surged +17.8% in the session following this news. A strong positive reaction aligns with the company’s strategy of expanding Solana-focused infrastructure through acquisitions, such as Darklake Labs and now Houdini. Historical data show several prior news events with aligned positive moves, though one acquisition drew a negative response. Investors may weigh integration execution, reliance on transaction-based revenues, and overall crypto-market conditions when assessing how sustainable a move of 4.03% or more might be.

Key Figures

Houdini acquisition price: USD $18 million Houdini 2025 revenue: USD $13 million Cumulative volume: USD $2.5 billion +5 more
8 metrics
Houdini acquisition price USD $18 million Total consideration in cash, shares, note, and warrants
Houdini 2025 revenue USD $13 million Revenue generated in 2025
Cumulative volume USD $2.5 billion Transaction volume processed since launch
Blockchain networks over 100 networks Cross-chain distribution across blockchain networks
DEX partnerships over 18 decentralized exchanges Partnerships and integrations for Houdini
Cash component USD $8.25 million Cash portion of acquisition price, partly deferred
Promissory note USD $5.75 million Six-month promissory note as part of consideration
Earn-out potential up to USD $10 million Two-year earn-out based on USD $2.5 million annual EBITDA hurdle

Historical Context

5 past events · Latest: Apr 09 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Apr 09 Conference participation Positive +3.6% Participation in Water Tower Research Insights Conference outlining strategy and growth.
Apr 07 Technology acquisition Positive -3.2% Acquisition of Darklake Labs bringing zero-knowledge privacy tech and research team.
Apr 06 Business update Positive +2.4% Monthly update with new leadership, integrations, and detailed staking metrics.
Mar 31 AGM results Neutral -6.5% Annual meeting confirming directors, auditor, and naming CEO and CSO.
Mar 27 Early warning filing Negative -10.5% Early warning report on debt-settlement share issuance and subsequent disposals.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news has often produced directional price moves, with most corporate and strategic updates showing alignment between generally positive news and subsequent price reaction, but at least one acquisition headline saw a negative reaction.

Recent Company History

Over the last six weeks, SOL Strategies reported several corporate milestones, including an early warning share report on Mar 27, 2026, an AGM with leadership confirmations on Mar 31, 2026, a March business update detailing staking metrics and treasury levels on Apr 6, 2026, and the Darklake Labs acquisition on Apr 7, 2026. A conference participation announcement followed on Apr 9, 2026. Today’s Houdini acquisition continues this pattern of expanding Solana-focused infrastructure and technology capabilities.

Key Terms

non-custodial, cross-chain swap aggregator, decentralized exchanges, blockchain bridges, +4 more
8 terms
non-custodial technical
"a non-custodial, privacy-focused cross-chain swap aggregator"
Non-custodial means that individuals have full control over their own assets without relying on a third party to hold or manage them. Think of it like keeping your money in your own wallet instead of a bank’s safe deposit box; you are responsible for safeguarding and using your assets directly. For investors, this offers greater privacy and control, but also requires more responsibility for security.
cross-chain swap aggregator technical
"a non-custodial, privacy-focused cross-chain swap aggregator"
A cross-chain swap aggregator is a software service that finds the easiest, cheapest route to exchange one digital asset for another across different blockchains, bundling together multiple intermediary steps so the user gets a single, smoother transaction. For investors it matters because it can lower trading costs and reduce price slippage while expanding access to liquidity, but it also introduces extra technical and smart‑contract risks tied to the bridges and services it uses.
decentralized exchanges technical
"across centralized exchanges, decentralized exchanges, and blockchain bridges"
Decentralized exchanges are online marketplaces that let people trade digital assets directly with one another without a single company acting as middleman; automated computer programs on a shared network match trades and record transactions. They matter to investors because they change who controls assets, fees and trade speed — like using a peer‑to‑peer marketplace instead of a traditional broker — which can lower custodial risk and costs but may bring different security and regulatory risks.
blockchain bridges technical
"across centralized exchanges, decentralized exchanges, and blockchain bridges"
A blockchain bridge is software that links two separate blockchain networks so tokens and data can move between them, like a physical bridge letting cars travel between islands. For investors, bridges matter because they expand where an asset can be used and traded, increasing liquidity and potential returns, but they also introduce extra points of failure—technical bugs, hacking or frozen transfers can lead to delays or losses that affect asset value.
self-custodial wallet providers technical
"fully integrated with many significant self-custodial wallet providers"
Self-custodial wallet providers are services that give users digital wallets where they alone control the access codes that unlock their cryptocurrency or digital assets, rather than the company holding those keys for them. Like a personal safe instead of a bank vault, this gives investors direct control and responsibility for security and access, reducing counterparty risk but increasing the importance of backup practices and awareness of regulatory or recovery limitations.
validator technical
"a validator network already trusted by over 34,000 wallets"
A validator is a person or system that checks and confirms the accuracy and legitimacy of information, transactions, or data before they are accepted and recorded. In the context of digital assets or currencies, validators ensure that transactions follow the rules and are genuine, helping maintain trust and security in the system. For investors, validators are important because they help prevent errors or fraud, ensuring the integrity of the financial network.
common share purchase warrants financial
"US $100,000 in common share purchase warrants, exercisable for a period of two years"
A common share purchase warrant is a tradable right that lets its holder buy a company’s ordinary shares at a fixed price for a set period, like a coupon that can be redeemed later to buy stock at a predetermined rate. Investors care because warrants offer leverage on future upside—they can magnify gains if the share price rises above the set price—but they can also dilute existing shareholders if used, and they expire worthless if unused.
VWAP financial
"to be valued based on a 90-day VWAP ending prior to the closing date"
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Adding fifth revenue stream, cross-chain distribution across over 100 blockchain networks and a profitable business

Toronto, Ontario--(Newsfile Corp. - May 4, 2026) - SOL Strategies Inc. (CSE: HODL) (NASDAQ: STKE) ("SOL Strategies" or the "Company"), one of the first publicly traded companies dedicated to growing and building the Solana Economy, today announced it has entered into a definitive agreement to acquire HoudiniSwap LLC ("Houdini"), a non-custodial, privacy-focused cross-chain swap aggregator, for USD $18 million, payable in cash and shares of the Company (the "Acquisition").

Houdini, which generated approximately USD $13mm in revenue in 2025 with over half of trailing 12-month volume touching the Solana blockchain, is a digital asset infrastructure business that helps users access competitive swap routes across centralized exchanges, decentralized exchanges, and blockchain bridges without taking custody of funds. Since launch, the platform has processed more than USD $2.5 billion in cumulative transaction volume across over 100 blockchain networks across a global user base. Houdini has partnerships and integrations with over 18 decentralized exchanges and has fully integrated with many significant self-custodial wallet providers.

The acquisition marks another step in SOL Strategies' efforts to build Solana into the foundation for institutional finance. By expanding beyond validator operations and staking into transaction routing infrastructure, cross-chain liquidity, and software-based revenues, the Company is building a broader platform designed to support how institutions will move capital and participate on-chain. It also strengthens SOL Strategies' position in privacy, execution quality, and the trusted infrastructure needed for adoption at scale.

"While others have pulled back in 2026, we're delivering on our commitment by building with conviction in the ecosystem that we believe is winning for the long term," said Michael Hubbard, Chief Executive Officer of SOL Strategies. "Houdini is a trusted product with users and volume, and average swap sizes well above typical retail platforms. We see this as a critical piece to enable important fungibility between the entire gamut of blockchain networks as well as mobility in and out of Solana. It broadens SOL Strategies into a cross-chain transaction engine and will enhance our offerings to the growing market for digital assets." Hubbard continued, with the previously announced acquisition of Darklake's Zyga privacy technology, "we see a tremendous opportunity to improve privacy and execution for transactions, including many of the qualities that retail and institutions demand of the platforms they wish to trade on."

"This transaction is indicative of the company we are building," said Stephen Ehrlich, Chief Strategy Officer of SOL Strategies. "While staking remains a pillar of our business, adding scalable technology and transaction revenues creates stronger margins, more durable cash flow, and less reliance on any single market cycle. It's an important step to becoming a more balanced business and positions us well to capitalize on Solana's growing role in finance."

SOL Strategies believes the acquisition will diversify revenue, expand reach through Houdini's multi-chain user base and B2B network, and create cross-sell opportunities for validator services, institutional staking, STKESOL and other future initiatives.

"We built Houdini to serve users who care about privacy, execution quality, and access across every major blockchain network, said Louis Goldberg, Chief Executive Officer and Founder of HoudiniSwap. What SOL Strategies brings is something we couldn't replicate on our own: established relationships with institutional partners, a validator network already trusted by over 34,000 wallets, and a public company platform that opens doors for the kind of enterprise conversations we've been working toward. Combining our team with theirs means more minds working on the complex on-chain challenges that still need solving, and we think that shows up directly in what we can deliver to our partners and users. That's exactly why this felt like the right home for what we've built."

Acquisition Terms

The purchase price for the Acquisition is USD $18 million, comprised of USD $8.25 million in cash (with USD $7.0 million payable on closing and USD $1.25 million paid over the 18 months following closing), a USD $5.75 million six-month promissory note, and USD $4 million in shares, to be valued based on a 90-day VWAP ending prior to the closing date for the Acquisition, subject to the rules of the Canadian Securities Exchange (the "CSE"), and US $100,000 in common share purchase warrants, exercisable for a period of two years at a 25% premium to the market price. The Company does not intend to sell any of its Solana treasury assets to fund the Acquisition. The shares forming part of the purchase price will be subject to a 4 month hold period. The Acquisition also includes a two-year earn out of up to USD $10 million, based on a USD $2.5 million annual EBITDA hurdle.

A.G.P./Alliance Global Partners, acquisition advisor to the Company in connection with the Acquisition, will receive a USD $500,000 fee upon closing of the Acquisition, as well as 200,000 common share purchase warrants exercisable for a period of three years from issuance, 100,000 of which are exercisable at CAD $2.15, and 100,000 of which will be priced at a 25% premium to market as of closing of the Acquisition.

The Acquisition remains subject to customary closing conditions, including the approval of the CSE, and closing is expected to occur on or before May 29, 2026.

A.G.P./Alliance Global Partners acted as acquisition advisor and Fasken LLP and Troutman Pepper Locke LLP acted as legal advisors to the Company. Canaccord Genuity Corp. acted as financial advisor and Goodmans as legal advisor to Houdini.

About SOL Strategies

SOL Strategies Inc. (CSE: HODL) (NASDAQ: STKE) is a Canadian investment company that operates at the forefront of blockchain innovation. Specializing in the Solana ecosystem, the company provides strategic investments and infrastructure solutions to enable the next generation of decentralized applications.

To learn more about SOL Strategies, please visit www.solstrategies.io. A copy of this news release and all the Company's related material documents regarding the Company may be obtained under the Company's profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

Investor Contact:

Doug Harris, Chief Financial Officer
416-480-2488

John Ragozzino, CFA
solstrategies@icrinc.com
203-682-8284

Media Contact:
solstrategies@scrib3.co

Cautionary Note Regarding Forward-Looking Information

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements other than statements of historical fact may be forward‐looking statements and information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the Company's or the Company's management team's expectations, hopes, beliefs, intentions or strategies regarding the future, and expectations regarding the characteristics, value drivers, and anticipated benefits of the Company's business plans and operations related thereto. Forward-looking information can also be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or indicates that certain actions, events or results "may", "could", "would", "might" or "will be" taken, "occur" or "be achieved".

Forward-looking statements in this news release include statements regarding the proposed acquisition of Houdini Swap, the sources of financing used to fund the Acquisition, anticipated strategic and financial benefits of the transaction, including diversifying business lines, acquiring new customers, and cross-selling to existing customers, the ability of the Company to improve privacy and execution for transactions, and expected product synergies with Darklake's Zyga technology. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

The purpose of forward-looking information is to provide the reader with a description of management's expectations, and such forward-looking information may not be appropriate for any other purpose. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking statements are made based on management's beliefs, estimates, and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates, and opinions or other circumstances should change, except as required by law. Investors are cautioned against attributing undue certainty to forward-looking statements.

Disclaimer:

SOL Strategies is an independent organization in the Solana ecosystem. SOL Strategies is not affiliated with, owned by, or under common control with Solana Foundation (the "Foundation"), and the Foundation has not entered into any association, partnership, joint venture, employee, or agency relationship with SOL Strategies.

None of the Foundation or its council members, officers, agents or make any representations or warranties, recommendations, endorsements or promises with respect to the accuracy of any statements made, information provided, or action taken by SOL Strategies and expressly disclaim any and all liability arising from or related to any such statements, information or action.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/295711

FAQ

What is the total purchase price SOL Strategies agreed to pay for HoudiniSwap (STKE)?

The total purchase price is USD 18 million, comprised of cash, a promissory note, shares, and warrants. According to the company, payments include USD 8.25 million in cash, a USD 5.75 million six-month promissory note, and USD 4 million in shares.

How much revenue and volume did HoudiniSwap report before the acquisition by STKE?

Houdini generated approximately USD 13 million in revenue in 2025 and processed over USD 2.5 billion cumulative volume. According to the company, over half of trailing 12-month volume touched the Solana blockchain and the platform spans 100+ blockchains.

What earnout and milestone targets are part of the STKE acquisition of Houdini?

The acquisition includes a two-year earnout of up to USD 10 million tied to a USD 2.5 million annual EBITDA hurdle. According to the company, earnout payments depend on meeting the specified EBITDA thresholds over the earnout period.

How will SOL Strategies fund the Houdini acquisition and will treasury Solana be used?

The company said it will not sell Solana treasury assets to fund the deal and will use cash, a promissory note, and share issuance. According to the company, USD 7.0 million is payable on closing and USD 1.25 million thereafter.

When is the Houdini acquisition expected to close and what approvals are required for STKE?

Closing is expected on or before May 29, 2026 and requires customary conditions, including CSE approval. According to the company, the transaction remains subject to regulatory and customary closing conditions before it is final.