SOL Strategies Closes Acquisition of Houdini Swap, Adding Transactional Revenue to Its Solana Infrastructure Platform

Rhea-AI Summary

SOL Strategies (NASDAQ:STKE) closed its acquisition of HoudiniSwap, a non-custodial, privacy-focused cross-chain swap aggregator, for USD $18 million in cash and shares, plus an earn-out of up to USD $10 million.

HoudiniSwap generated more than $13 million in 2025 revenue from approximately $2.5 billion in cumulative swap volume across 32 exchange partner integrations, adding an established transactional business to SOL Strategies’ Solana-based validator and liquid staking platform.

The company paid $7 million cash and issued 2,812,301 shares (valued at $4 million), with an additional $5.75 million cash due December 1, 2026 and a $1.25 million indemnity holdback over 18 months.

Positive

• Adds HoudiniSwap with >USD $13 million revenue in 2025
• Acquired platform with approximately USD $2.5 billion cumulative swap volume
• Diversifies into high-volume, consumer-facing transactional business
• Earn-out up to USD $10 million tied to Adjusted EBITDA above $2.5 million
• Initial USD $7 million cash funded via DeFi without selling treasury SOL

Negative

• Total acquisition consideration of USD $18 million plus up to $10 million earn-out
• Additional USD $5.75 million cash payment due on December 1, 2026
• Issuance of 2,812,301 common shares to fund part of the purchase
• Advisory costs including USD $500,000 cash fee and multiple warrant grants

News Market Reaction – STKE

-5.00%

2 alerts

-5.00% Session close to close

+6.0% Peak Tracked

$46.14M Market Cap

0.4x Rel. Volume

In the Jun 2 session, STKE declined 5.00%, reflecting a notable negative market reaction. Argus tracked a peak move of +6.0% during that session. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -5.0% in the session following this news. A negative reaction despite acquisition ne...

Analysis

The stock moved -5.0% in the session following this news. A negative reaction despite acquisition news fits a pattern where earlier crypto,acquisition activity, like Darklake on Apr 7, coincided with a -3.19% move. With STKE already 89.73% below its 52-week high and trading under the $2.39 200-day MA, investors may have focused on funding obligations, added complexity, and recent filings that showed a C$101.7M net loss and low cash balance.

Key Figures

Cumulative swap volume: USD $2.5 billion Houdini 2025 revenue: USD $13 million Total purchase price: USD $18 million +5 more

8 metrics

Cumulative swap volume USD $2.5 billion HoudiniSwap historical activity

Houdini 2025 revenue USD $13 million Revenue generated in 2025

Total purchase price USD $18 million Consideration for HoudiniSwap acquisition

Cash at closing USD $7 million Cash consideration paid at closing

Share consideration USD $4 million (2,812,301 shares) Common shares issued at closing based on 90-day VWAP

Additional cash payment USD $5.75 million Deferred payment due December 1, 2026

Earn-out potential Up to USD $10 million Two-year earn-out tied to Adjusted EBITDA above USD $2.5M

Advisor cash fee USD $500,000 Fee to A.G.P./Alliance Global Partners

Previous Crypto,acquisition Reports

1 past event · Latest: Apr 07 (Positive)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 07	Crypto acquisition	Positive	-3.2%	Acquisition of Darklake Labs adding Zyga zero-knowledge tech and research team.

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

Pattern Detected

Limited history for crypto,acquisition deals: the prior Darklake Labs acquisition on Apr 7 saw a -3.19% move, suggesting investors have reacted cautiously to similar M&A announcements.

Recent Company History

Recent news flow shows SOL Strategies focusing on expanding Solana-focused infrastructure and privacy capabilities. In early April, the company agreed to acquire Darklake Labs for USD $1.2 million, adding the Zyga zero-knowledge system and its research team. Subsequent updates detailed the definitive HoudiniSwap agreement and monthly business metrics, while Q2 2026 results highlighted staking revenues and treasury SOL levels. Today’s closing of the HoudiniSwap acquisition continues this strategy of layering privacy and transactional capabilities onto its validator and staking platform.

Key Terms

non-custodial, cross-chain swap aggregator, volume-weighted average price, adjusted ebitda, +4 more

8 terms

non-custodial technical

"HoudiniSwap LLC ("Houdini"), 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, for a total purchase price"

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.

volume-weighted average price financial

"common shares of the Company, price based on a 90 day volume-weighted average price"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

adjusted ebitda financial

"two-year earn-out of up to USD $10mm, tied to Adjusted EBITDA performance"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

common share purchase warrants financial

"A.G.P./Alliance Global Partners... will receive USD $500,000 in fees... and 200,000 common share purchase warrants"

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.

statutory 4-month hold period regulatory

"The common shares issued at closing are subject to a statutory 4-month hold period."

A statutory 4-month hold period is a legally required time window during which certain newly issued or privately sold securities cannot be bought or sold on the open market. Think of it like a cooling-off period after a purchase that prevents immediate resale; it matters to investors because it limits when holders can convert paper into tradable shares, affecting liquidity, short-term supply of shares, and potential price movement.

indemnity holdback financial

"an indemnity holdback of USD $1.25mm payable over 18 months."

An indemnity holdback is a portion of the purchase price that a buyer keeps in reserve for a set time after a deal to cover any losses from broken promises, errors, or undisclosed problems discovered later. Think of it like money held in escrow after buying a house to pay for unexpected repairs; it protects the buyer from sudden costs and signals potential ongoing financial risk for investors because it delays full cash delivery and may lead to future claims.

volume-weighted average price (vwap) financial

"price based on a 90 day volume-weighted average price, resulting in 2,812,301 common shares"

Volume-weighted average price (VWAP) is the average price of a security over a trading period where each trade’s price is weighted by how many shares were traded, so larger trades pull the average more than tiny ones. Investors and traders use VWAP as a benchmark to judge whether a trade was executed at a favorable price—similar to checking whether you paid more or less than the typical price when most people were buying or selling.

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

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Acquisition brings approximately $2.5 billion in cumulative swap volume, driving more than $13 million in revenue in 2025 across 32 exchange partner integrations to SOL Strategies

Toronto, Ontario--(Newsfile Corp. - June 2, 2026) - SOL Strategies Inc. (CSE: HODL) (NASDAQ: STKE) ("SOL Strategies" or the "Company"), a digital asset infrastructure company focused on high performance blockchain and privacy technologies, today announced the closing of its previously disclosed acquisition of HoudiniSwap LLC ("Houdini"), a non-custodial, privacy-focused cross-chain swap aggregator, for a total purchase price of USD $18 million, payable in a combination of cash and common shares of the Company (the "Acquisition").

The Acquisition was first disclosed on May 4, 2026. For SOL Strategies, the closing represents another layer added to what the Company is building on Solana: validator infrastructures, liquid staking, and now an established transactional business with nearly three years of growing revenue and approximately $2.5 billion in cumulative swap volume.

"HoudiniSwap gives us something we didn't have before: a high-volume consumer-facing product that benefits directly from a growing demand for privacy solutions and cross-chain portability," said Michael Hubbard, CEO of SOL Strategies. "Financial markets are moving on-chain faster than most people expected. We're building the infrastructure to be there when they arrive, at the validator level, at the staking level, and now at the point of the transaction itself. Houdini brings a valued team that has built a profitable and widely distributed product that we anticipate will have synergies with other parts of our company."

Acquisition Terms

The Company paid the following considerations at closing:

• USD $7mm in cash

• USD $4mm in common shares of the Company, price based on a 90 day volume-weighted average price, resulting in 2,812,301 common shares issued at closing.

The cash component was financed via decentralized finance protocols on Solana using the company's balance sheet, without selling treasury SOL.

The Company has agreed to pay an additional USD $5.75mm in cash on December 1, 2026, and an indemnity holdback of USD $1.25mm payable over 18 months. The common shares issued at closing are subject to a statutory 4-month hold period. The Acquisition also includes a two-year earn-out of up to USD $10mm, tied to Adjusted EBITDA performance above a USD $ 2.5 million annual threshold.

A.G.P./Alliance Global Partners, acquisition advisor to the Company, will receive USD $500,000 in fees in connection with the Acquisition, as well as 200,000 common share purchase warrants exercisable for a period of three years from issuance, exercisable at CAD $1.91.

Canaccord Genuity Corp., advisor to the Vendors, will receive USD $100,000 in common share purchase warrants exercisable for a period of two years at an exercise price of CAD $1.61, being the closing price of the common shares on the CSE on April 30, 2026.

About Houdini Swap

Houdini Swap is a non-custodial cross-chain swap aggregator that routes trades across multiple blockchain networks. As of the closing of this Acquisition, Houdini has processed approximately $2.5 billion in cumulative swap volume and maintains integrations with 32 exchange partners, including Jupiter and Solflare on the Solana network.

About SOL Strategies

SOL Strategies Inc. (CSE: HODL) (NASDAQ: STKE) is a digital asset infrastructure company focused on high-performance blockchain and privacy technologies. Headquartered in Toronto, the Company operates staking infrastructure and privacy technology on public blockchain networks, serving a broad range of participants from individual SOL holders to institutional clients.

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 anticipated financial and strategic benefits of the Acquisition, expectations regarding potential synergies with other parts of the Company's business, and the Company's expectations regarding the integration of Houdini Swap into its operations. 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/299755

FAQ

What did SOL Strategies (STKE) announce about acquiring HoudiniSwap on June 2, 2026?

SOL Strategies announced it closed the acquisition of HoudiniSwap, a privacy-focused cross-chain swap aggregator, for USD $18 million plus an earn-out. According to SOL Strategies, the deal adds a transactional business to its Solana-focused validator and liquid staking infrastructure platform.

How much did SOL Strategies (STKE) pay for HoudiniSwap and how is the deal structured?

SOL Strategies agreed to pay USD $18 million, split between cash and common shares, plus an earn-out up to USD $10 million. According to SOL Strategies, consideration includes $7 million cash, $4 million in shares, $5.75 million deferred cash, and a $1.25 million indemnity holdback.

What revenue and trading volume does HoudiniSwap contribute to SOL Strategies (STKE)?

HoudiniSwap contributed more than USD $13 million in revenue in 2025 and about $2.5 billion in cumulative swap volume. According to SOL Strategies, this activity comes from 32 exchange partner integrations, expanding its Solana infrastructure with an established transactional revenue stream.

How is SOL Strategies (STKE) financing the HoudiniSwap acquisition?

SOL Strategies is financing the USD $7 million initial cash component through decentralized finance protocols on Solana using its balance sheet. According to SOL Strategies, this approach avoids selling treasury SOL while also committing to further cash payments and performance-based earn-outs.

What are the earn-out terms in the SOL Strategies (STKE) and HoudiniSwap deal?

The acquisition includes a two-year earn-out of up to USD $10 million tied to Adjusted EBITDA performance. According to SOL Strategies, the earn-out applies only to EBITDA above a USD $2.5 million annual threshold, linking additional payments to HoudiniSwap’s future profitability.

How many new shares and warrants are issued in the SOL Strategies (STKE) HoudiniSwap acquisition?

SOL Strategies issued 2,812,301 common shares valued at USD $4 million at closing, plus advisory warrants. According to SOL Strategies, A.G.P. receives 200,000 warrants and Canaccord Genuity 100,000 warrants with exercise prices based on prior Canadian share prices.

What strategic benefits does HoudiniSwap bring to SOL Strategies (STKE) Solana platform?

HoudiniSwap adds a high-volume, consumer-facing cross-chain swap product focused on privacy and transaction-level activity. According to SOL Strategies, this complements existing validator and liquid staking businesses, extending its presence from network infrastructure to the point of transaction.