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SOL Strategies (NASDAQ: STKE) to buy Houdini Swap and completes Darklake Labs deal

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6-K

Rhea-AI Filing Summary

SOL Strategies Inc. reports an active April 2026, highlighted by a definitive agreement to acquire HoudiniSwap LLC for USD $18 million in cash and stock and the completed acquisition of Darklake Labs assets for USD $1.2 million. Houdini Swap, a privacy-focused cross-chain swap aggregator, has processed more than $2.5 billion in cumulative transaction volume and generated about $13 million of revenue in 2025, adding a fifth revenue stream to SOL Strategies’ platform. Darklake contributes Zyga, a zero-knowledge proof system built for Solana, and its engineering team joins the company. Operationally, assets under delegation reached 3,714,200 SOL with 100% validator uptime, and treasury holdings totaled 530,712 SOL, illustrating the company’s expanding presence in the Solana ecosystem.

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Insights

SOL Strategies adds two Solana-focused acquisitions and scales staking operations.

SOL Strategies is deepening its Solana ecosystem footprint with two deals. The definitive agreement to buy Houdini Swap for USD $18 million adds a non-custodial, privacy-focused cross-chain routing layer and a business that processed over $2.5 billion in cumulative volume and generated about $13 million of 2025 revenue.

The completed Darklake Labs asset acquisition for $1.2 million brings Zyga, a Solana-native zero-knowledge proof system aimed at private, front‑running‑resistant execution, and its technical team. This complements existing revenue streams in treasury stake, third‑party delegation, liquid staking, and institutional services.

Operational metrics show scale: assets under delegation were 3,714,200 SOL, treasury holdings totaled 530,712 SOL, validator uptime was 100%, and peak APY delivered was 6.08% versus a 5.74% network average. Leadership changes include the CTO’s planned departure, with continued advisory involvement to support integration.

Houdini Swap purchase price USD $18 million Combination of cash and stock in definitive agreement
Houdini Swap transaction volume More than $2.5 billion Cumulative transaction volume since launch
Houdini Swap 2025 revenue Approximately USD $13 million Revenue generated in 2025
Darklake Labs asset price USD $1.2 million $200,000 cash and $1,000,000 in common shares
Assets under delegation 3,714,200 SOL Validator network operations, including treasury and third-party delegation
Treasury SOL holdings 530,712 SOL (~CAD $60,320,725) Including liquid staked SOL, based on May 1, 2026 pricing
Peak APY delivered 6.08% vs 5.74% Validator APY (Orangefin) versus Solana network average
Net SOL earned in April 822 SOL Net from proprietary validators in April 2026
non-custodial technical
"HoudiniSwap LLC, 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
"HoudiniSwap LLC, 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.
zero-knowledge proof system technical
"Darklake developed Zyga, a zero-knowledge proof system built natively for the Solana blockchain"
A zero-knowledge proof system is a mathematical technique that lets one party prove to another that a statement is true without revealing the underlying information. Think of it as proving you have the key to a safe without opening the safe or showing the key. For investors, this matters because it enables stronger privacy and security in digital services, can improve blockchain scalability and compliance, and influences the risk and adoption potential of companies using the technology.
liquid staking financial
"The acquisition adds a fifth revenue stream alongside the Company's existing four: treasury stake, third-party delegated stake, liquid staking, and institutional staking services."
Liquid staking is a process that allows investors to earn rewards from their staked assets while still being able to use or access those assets whenever needed. Imagine putting money into a savings account that also lets you spend or invest that money without waiting—liquid staking offers similar flexibility, making it easier for investors to benefit from their holdings without sacrificing liquidity.
assets under delegation (AuD) financial
"Assets Under Delegation (AuD): 3,714,200 SOL (including treasury stake and third-party delegation)"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-42710

Sol Strategies Inc.
(Translation of registrant's name into English)

217 Queen Street West, Suite 401
Toronto, Ontario, M5V 0R2, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐      Form 40-F ☒


SUBMITTED HEREWITH

Exhibit   Description
   
99.1   News Release dated May 6, 2026


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Sol Strategies Inc.
  (Registrant)
   
Date: May 6, 2026 By: /s/ Michael Hubbard
    Michael Hubbard
  Title: Interim CEO



SOL STRATEGIES APRIL 2026 MONTHLY BUSINESS UPDATE

SOL Strategies acquires Darklake Labs and enters definitive agreement to acquire Houdini Swap,
adding $2.5 billion in cumulative transaction volume to its platform

TORONTO, May 6, 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 a comprehensive corporate update for the month of April 2026.

Houdini Swap Definitive Agreement: SOL Strategies has entered into a definitive agreement to acquire HoudiniSwap LLC, a non-custodial, privacy-focused cross-chain swap aggregator, for USD $18 million in a combination of cash and stock.

The deal started with a thesis. SOL Strategies has been building toward the belief that Solana isn't just a staking opportunity. It's the foundation for how institutions are going to move capital on-chain. What was missing was a transaction routing layer, something that could connect Solana to the broader multi-chain world and handle execution at scale, and do it with the privacy and quality that users actually require.

Houdini Swap has been doing exactly that, quietly, for years. Since launch, the platform has processed more than $2.5 billion in cumulative transaction volume across over 100 blockchain networks. It generated approximately USD $13 million in revenue in 2025. More than half of trailing 12-month volume touches the Solana blockchain, which means Houdini's existing users are already operating in the same ecosystem SOL Strategies has been building for.

The acquisition adds a fifth revenue stream alongside the Company's existing four: treasury stake, third-party delegated stake, liquid staking, and institutional staking services. It brings cross-chain transaction infrastructure, a multi-chain B2B network, and a team that has been executing quietly for years. The transaction remains subject to customary closing conditions. Full details are available in the Company's press release here.

Darklake Labs Acquisition: On April 14, 2026, SOL Strategies announced the acquisition of the assets of Darklake Labs Pte. Ltd. for USD $1.2 million, payable in a combination of USD $200,000 in cash and USD $1,000,000 in common shares of the Company. Darklake developed Zyga, a zero-knowledge proof system built natively for the Solana blockchain that enables private transaction execution while eliminating front-running and sandwich attacks at the point of execution. The Darklake founding team joins SOL Strategies as part of the transaction, adding engineering, compliance, and zero-knowledge research expertise to the Company.


Leadership Update: April 30, 2026, marked the conclusion of Max Kaplan's tenure as Chief Technology Officer, as previously announced on March 17, 2026. Kaplan will continue to support the Company in a part-time advisory capacity, focused on engineering continuity and the integration of the Darklake team. The Company does not intend to appoint a replacement CTO at this time.

Investor Engagement: Management participated in the Water Tower Research Insights Conference on April 14-15, 2026. CEO Michael Hubbard and Chief Strategy Officer Steve Ehrlich discussed the Company's operational results, 2026 priorities, and the continued growth of the Company's institutional staking business.

STKESOL Liquid Staking Platform:

 Total SOL Staked in STKESOL: 726.072 SOL

 Unique STKESOL Holders: 1,322

Validator Network Operations:

 Assets Under Delegation (AuD): 3,714,200 SOL (including treasury stake and third-party delegation)

 Unique Wallets Served: 33,953

 Validator Uptime: 100% across all proprietary validators

 Peak APY Delivered: 6.08% (Orangefin) vs. 5.74% network average

 Net SOL earned in April from proprietary validators: 822 SOL

Company Treasury Holdings:

 Total Treasury SOL (including liquid staked SOL): 530,712 SOL (~CAD $60,320,725*)

*Source: Solscan at approximately 4:50pm ET on 05/01/2026
**Based on a SOL/CAD rate of $113.66 as published by Kraken at 4:50PM ET on 05/01/2026
***Validator revenue net of voting costs


Management Commentary

Michael Hubbard, CEO of SOL Strategies, stated: "April was a month of building. With the Darklake acquisition, we saw a talented team working on interesting technology and we're glad we could bring them on. And with Houdini, we're going to add a business that's already proven itself, over $2.5 billion in transaction volume, real revenue, real users and a routing system operating across more than 100 blockchain networks. That's the kind of foundation you build on. We're looking forward to what comes next.

We're also grateful to Max for everything he built here. He's staying involved in an advisory role, and that continuity matters as we integrate these new teams and keep scaling."

X Spaces Session: On April 16, SOL Strategies hosted an X Spaces with Vitor Py Braga, newly appointed Director of Engineering, following the acquisition of Darklake. Vitor discussed Darklake's work to bring privacy-preserving execution and flexible zero-knowledge systems to Solana with Zyga, and how that supports SOL Strategies's broader infrastructure expansion. Summary available on our blog. Follow SOL Strategies on X to join future conversations.

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 Company's validator operations, the Darklake and Houdini Swap acquisitions, Max Kaplan's advisory role, and the Company's strategic initiatives within the Solana ecosystem. 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.


FAQ

What acquisitions did SOL Strategies (STKE) announce in the April 2026 update?

SOL Strategies announced a definitive agreement to acquire HoudiniSwap LLC for USD $18 million and completed the acquisition of Darklake Labs assets for USD $1.2 million. These transactions add cross-chain routing infrastructure, a zero-knowledge execution system, and experienced engineering talent to its Solana-focused platform.

How large is Houdini Swap’s business in SOL Strategies’ April 2026 6-K?

Houdini Swap has processed more than $2.5 billion in cumulative transaction volume across over 100 blockchain networks and generated approximately USD $13 million in revenue in 2025. More than half of its trailing 12‑month volume involves the Solana blockchain, aligning closely with SOL Strategies’ core focus.

What are SOL Strategies’ key Solana staking metrics in April 2026?

SOL Strategies reported 3,714,200 SOL in assets under delegation, including treasury and third‑party stake, and 530,712 SOL in treasury SOL holdings. Its proprietary validators delivered 100% uptime, peak APY of 6.08% versus a 5.74% network average, and earned 822 SOL net in April.

How does the Houdini Swap deal change SOL Strategies’ revenue model?

The Houdini Swap acquisition adds a fifth revenue stream to SOL Strategies, alongside treasury stake, third‑party delegated stake, liquid staking, and institutional staking services. Houdini contributes cross‑chain transaction infrastructure, a multi‑chain B2B network, and users already active on Solana, enhancing platform diversification.

What is Darklake Labs’ Zyga technology mentioned in the SOL Strategies filing?

Darklake Labs developed Zyga, a zero‑knowledge proof system built natively for Solana. Zyga is designed to enable private transaction execution and to eliminate front‑running and sandwich attacks at the point of execution, supporting SOL Strategies’ broader privacy‑focused infrastructure expansion on the Solana network.

What leadership changes did SOL Strategies disclose for April 2026?

SOL Strategies reported that April 30, 2026 marked the end of Max Kaplan’s tenure as Chief Technology Officer, consistent with prior disclosure. Kaplan will remain in a part‑time advisory role, focusing on engineering continuity and integrating the Darklake team, while the company does not plan to appoint a replacement CTO.

Filing Exhibits & Attachments

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