SCHEDULE: Winklevoss Entities Boost Cypherpunk Stake

Winklevoss entities have significantly increased their beneficial ownership in Cypherpunk Technologies Inc. through warrant exercises and an asset purchase, now holding 19.9% of outstanding shares.

Summary

• Winklevoss Treasury Investments, LLC (WTI) exercised pre-funded warrants to acquire 16,570,852 shares of Cypherpunk Technologies Inc. common stock for $0.001 per share, funded by working capital.
• On August 17, 2026, Cypherpunk entered into an Asset Purchase Agreement (APA) with Moria Mining, LLC, acquiring certain assets including mining equipment and hosting agreements.
• The purchase price for the assets was $33,333,333, paid via a pre-funded warrant (APA Pre-Funded Warrant) to purchase 43,290,042 shares of Cypherpunk's common stock at $0.001 per share.
• WTI now beneficially owns 24,854,613 shares of common stock, plus additional shares issuable from various warrants, representing 19.9% of the outstanding shares.
• The exercise of these warrants is subject to a beneficial ownership limitation of 19.99%, meaning WTI cannot exercise them to exceed this threshold without notice to the company.
• Cypherpunk will seek stockholder approval at its next annual meeting to allow the issuance of Warrant Shares exceeding 4.99% and to remove other exercise limitations.
• A First Amendment to the Registration Rights Agreement was entered into, expanding the definition of 'Registrable Securities' to include shares acquired through the APA Pre-Funded Warrant.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting significant asset acquisition and warrant exercises, but with ongoing reliance on stockholder approval for full exercise of warrants.

Positives

• Significant increase in beneficial ownership by Winklevoss entities to 19.9% of Cypherpunk's common stock.
• Acquisition of mining equipment and hosting agreements through the Asset Purchase Agreement, strengthening operational assets.
• Exercise of pre-funded warrants and issuance of an APA pre-funded warrant, indicating strategic investment and potential future share acquisition.
• Amendment to the Registration Rights Agreement to include newly acquired securities, aligning with investor interests.

Negatives

• The exercise of a substantial portion of warrants is currently limited by a 19.99% beneficial ownership cap.
• Full exercise of warrants is contingent on stockholder approval of the Stockholder Proposal, which is not guaranteed.
• The company is obligated to use commercially reasonable efforts to obtain stockholder approval, but success is not assured by the deadline.

Risks

• Failure to obtain stockholder approval for the Stockholder Proposal could prevent the full exercise of APA Pre-Funded Warrants and limit future share acquisition.
• The beneficial ownership limitation of 19.99% restricts the immediate exercise of all warrants held by WTI.
• Reliance on future stockholder meetings and approvals introduces uncertainty regarding the final ownership structure.

Future Outlook

The company plans to submit a proposal to its stockholders at the next annual meeting to approve the issuance of Warrant Shares in excess of 4.99% and remove other exercise limitations on the APA Pre-Funded Warrant. The company is obligated to use commercially reasonable efforts to obtain this approval.

Management Comments

• The Issuer is obligated to use commercially reasonable efforts to obtain stockholder approval of the Stockholder Proposal at the next annual meeting of the Issuer's stockholders.
• If stockholder approval is not obtained by the Stockholder Meeting Deadline, the Issuer is required to use commercially reasonable efforts to promptly obtain approval at the next-occurring annual meeting until approved.
• WTI is required to participate and vote all voting securities of the Issuer held by it to approve the Stockholder Proposal.

Industry Context

StockSavvy.ai notes that this filing indicates a significant strategic move by Winklevoss entities to increase their stake in Cypherpunk Technologies, a company likely operating in the digital asset or blockchain technology space, given its name. The asset purchase suggests a focus on operational capabilities, while the warrant structure points to a long-term investment strategy with potential for further dilution or control shifts pending shareholder approval.

Comparison to Industry Standards

• The beneficial ownership limitation of 19.99% is a common mechanism used in investment agreements to manage potential control issues and comply with exchange listing rules (e.g., Nasdaq).
• The requirement for stockholder approval for issuances exceeding 20% (or a lower threshold like 4.99% in this case, depending on specific Nasdaq rules and prior approvals) is standard practice to protect existing shareholders from significant dilution.
• Asset purchase agreements with payment structured via warrants are typical in the technology and mining sectors, allowing for deferred payment tied to future performance or share price appreciation.

Corporate Governance

Related Party Transactions

• The Asset Purchase Agreement involves Moria Mining, LLC (Seller) and Winklevoss Treasury Investments, LLC (WTI) as parties, with WTI receiving a significant pre-funded warrant as part of the transaction. The relationship between these entities and Cypherpunk Technologies, particularly concerning the Winklevoss entities' significant stake, suggests potential related-party dynamics.

Stakeholder Impact

• Shareholders: Potential for increased dilution if warrants are fully exercised, but also potential for increased value if the acquired assets contribute to company growth. Stockholder approval is required for significant share issuances.
• WTI: Increased beneficial ownership and potential for further control, subject to beneficial ownership limitations and stockholder approval.
• Creditors: The asset purchase and warrant structure may impact the company's financial leverage and ability to service debt.

Next Steps

• Cypherpunk Technologies will submit a proposal to its stockholders at its next annual meeting to approve the issuance of Warrant Shares in excess of 4.99% and remove other limitations on exercise.
• The company will use commercially reasonable efforts to obtain stockholder approval for the Stockholder Proposal.
• WTI will vote its voting securities to approve the Stockholder Proposal.

Key Dates

Recommendation

The filing indicates a significant increase in stake by a major investor, which is generally positive. However, the reliance on future stockholder approval for full exercise of warrants and the existing beneficial ownership limitations introduce uncertainty. The current holding of 19.9% is substantial but not controlling, and the path to increased ownership is conditional. Therefore, a 'hold' recommendation is appropriate pending clarity on stockholder approval and the strategic impact of the acquired assets.

Keywords

Cypherpunk Technologies, Winklevoss, Schedule 13D, Asset Purchase Agreement, Warrants, Beneficial Ownership, Stockholder Approval, Registration Rights