Cypherpunk (CYPH) funds $33M Zcash mining deal with Winklevoss warrant
Rhea-AI Filing Summary
Cypherpunk Technologies Inc. entered into an Asset Purchase Agreement under which its subsidiary acquired mining equipment and hosting agreements from Moria Mining for an aggregate purchase price of $33,333,333. The consideration is a pre-funded warrant issued to Winklevoss Treasury Investments to purchase 43,290,042 shares of common stock at an exercise price of $0.001 per share, with anti-dilution adjustments and no expiration until fully exercised. The warrant is subject to a 19.99% beneficial-ownership cap and, pending stockholder approval, limits initial issuance above 5,377,442 shares, approximately 4.99% of shares outstanding before signing. Cypherpunk will seek stockholder approval at its next annual meeting to permit full warrant exercise and remove other exercise limits.
The acquired fleet provides about 4.2 GSol/s of Equihash hashrate, representing roughly 18% of the Zcash network, making Cypherpunk Mining the largest Zcash mining fleet. A related amendment to the Registration Rights Agreement expands “Registrable Securities” to include current and future Cypherpunk securities held by Winklevoss Treasury Investments. The company highlights that its ZEC treasury of 323,394.38 ZEC, about 1.92% of circulating supply, combined with mining economics and an addressable market cited at over $250 million per year, is central to its privacy-focused strategy.
Positive
- Acquisition creates the world’s largest Zcash mining fleet with 4.2 GSol/s of hashrate, representing about 18% of the network, potentially enhancing Cypherpunk’s ZEC exposure and strategic position.
- The $33,333,333 purchase is funded via an equity-based pre-funded warrant rather than cash, preserving immediate cash resources while securing a large productive mining asset base.
- Cypherpunk holds 323,394.38 ZEC, about 1.92% of circulating supply, and targets 5%; mining access to roughly 43,800 ZEC awarded monthly to miners may accelerate treasury growth.
- Hiring industry veteran Kevin Zhang as Head of Mining, following his leadership roles in major Bitcoin and Zcash operations, adds specialized operational expertise to support the expanded mining business.
Negative
- The pre-funded warrant to purchase 43,290,042 shares at an exercise price of $0.001 per share represents a potentially significant future equity dilution for existing stockholders.
- Winklevoss Treasury Investments already beneficially owns 19.9% of Cypherpunk’s stock and is the warrant holder, concentrating ownership and involving a related party in a large strategic transaction.
- Cypherpunk highlights that approximately 1,440 ZEC are awarded to miners daily and that ZEC prices are highly volatile, with risks of reduced revenue, margins, and net income if ZEC price or network hashrate move adversely.
Filing Explained
The August 17 acquisition closed with a warrant issued; its underlying shares remain unissued and could dilute existing holders after permitted exercise.
The company reports that the
The pre-funded warrant was issued to Winklevoss Treasury Investments at closing and can be exercised for cash or through a cashless exercise, with no expiration until fully exercised. The filing does not report exercise of the warrant or issuance of its underlying common shares.
Winklevoss Treasury Investments already beneficially owns
8-K Event Classification
Key Figures
Key Terms
Pre-Funded Warrant financial
Beneficial Ownership Limitation financial
Registrable Securities financial
Equihash hashrate technical
Regulation D regulatory
Zcash network hashrate technical
FAQ
What major transaction did CYPH announce involving its Zcash mining operations?
What are the key terms of the pre-funded warrant issued by CYPH?
How will stockholder approval affect the exercise of CYPH’s pre-funded warrant?
What is Cypherpunk’s current ZEC treasury position and target ownership?
How is the registration rights coverage changing for Winklevoss Treasury Investments’ holdings in CYPH?
Who is leading Cypherpunk’s expanded mining operations and what is his background?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
Asset Purchase Agreement and Pre-Funded Warrant
On August 17, 2026 (the “Closing Date”), Cypherpunk Technologies Inc., a Delaware corporation (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Moria Mining, LLC, a Delaware limited liability company (the “Seller”), Winklevoss Treasury Investments, LLC, a Delaware limited liability company and an affiliate of Seller (“WTI” and together with Seller, the “Seller Parties”), and Cypherpunk Mining LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the “Buyer” and together with the Company, the “Buyer Parties”).
Pursuant to the APA, the Buyer agreed (i) to purchase and acquire from the Seller certain assets and rights (collectively, the “Purchased Assets”), consisting solely of (a) the Mining Equipment (as defined in the APA), (b) the Hosting Agreements (as defined in the APA) and (c) the other assets, properties and rights described in Section 1.01 of the APA, at an aggregate purchase price of $33,333,333, payable in the form of a pre-funded warrant to purchase 43,290,042 shares (the “Warrant Shares”) of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Pre-Funded Warrant”) to be issued by the Company to WTI at the Closing (as defined in the APA) and (ii) to assume and pay, perform, fulfill and discharge all Liabilities (as defined in the APA) of Seller arising out of or relating to the Purchased Assets, on or after the Closing, other than the Excluded Liabilities (as defined in the APA) (the “Sale Transaction”).
The exercise price of the Pre-Funded Warrant is equal to $0.001 per Warrant Share. The exercise price per share of the Pre-Funded Warrant and the number and kind of Warrant Shares issuable upon exercise of the Pre-Funded Warrant are subject to adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the Common Stock. Subject to certain limitations on the right to exercise the Pre-Funded Warrant that are set forth in the Pre-Funded Warrant and described in summary form below, the Pre-Funded Warrant is exercisable at any time after the date of issuance, either in cash or by means of a cashless exercise and will not expire until the date the Pre-Funded Warrant is fully exercised.
The Pre-Funded Warrant may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of the Pre-Funded Warrant; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving notice to the Company (with 61 days’ notice required for increases), but not to any percentage in excess of 19.99%. The Company will submit to its stockholders at its next annual meeting a proposal to approve, in accordance with applicable Nasdaq rules, the issuance of the Warrant Shares upon exercise of the Pre-Funded Warrant in excess of 5,377,442, which is approximately equal to 4.99% of the shares of Common Stock issued and outstanding immediately prior to the signing of the APA, and the removal of the other limitations on exercise set forth in the Pre-Funded Warrant (the “Stockholder Proposal”). The Company is obligated to use commercially reasonable efforts to obtain stockholder approval of the Stockholder Proposal at the next annual meeting of the Company's stockholders (the “Stockholder Meeting Deadline”). If, despite the Company’s commercially reasonable best efforts, the Company is unable to obtain stockholder approval on or prior to the Stockholder Meeting Deadline, the Company is required to use commercially reasonable efforts to promptly obtain approval of the Stockholder Proposal, including by seeking such approval at the next-occurring annual meeting of the Company’s stockholders until the Stockholder Proposal is approved. In addition, WTI is required to participate and vote all voting securities of the Company held by it, or over which it exercises voting power (other than any Warrant Shares which are not entitled to vote on the Stockholder Proposal pursuant to Section 2(f) of the Pre-Funded Warrant and applicable Nasdaq Listing Rules), to approve the Stockholder Proposal.
The APA contains representations, warranties, covenants and indemnification provisions of each of the Seller Parties and the Buyer Parties that are customary for transactions similar to the Sale Transaction.
The APA contains representations and warranties that the parties thereto made to, and are solely for the benefit of, each other. Investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts since they were made only as of the date of the APA. Moreover, information concerning the subject matter of such representations and warranties might change after the date of the APA, which subsequent information might or might not be fully reflected in public disclosures.
Seller is an affiliate of WTI. WTI beneficially owns 19.9% of Company’s stock. As previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on October 9, 2025, WTI previously entered into an agreement with the Company giving WTI the right to designate two directors to the Board of Directors of the Company (the “Board”). WTI has exercised those rights to appoint Mr. William McEvoy and Mr. Khing Oei to the Board. In accordance with Company's Related Person Transaction Policy, the transaction was approved by Nominating and Corporate Governance Committee.
The foregoing description of the APA and the Pre-Funded Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the APA and the Pre-Funded Warrant, copies of which are filed as Exhibit 1.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
First Amendment to the Registration Rights Agreement
As previously disclosed, on October 6, 2025, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement covering the resale of all Registrable Securities (as defined in the Registration Rights Agreement).
On August 17, 2026, the Company and the holders of a majority of the Registrable Securities then subject to the Registration Rights Agreement, entered into a first amendment to the Registration Rights Agreement (the “First RRA Amendment”). Pursuant to the First RRA Amendment, in connection with the issuance of the Pre-Funded Warrant, the parties agreed to, among other things, amend the definition of “Registrable Securities” to include all shares of Common Stock and any Common Stock issued or issuable upon the exercise or conversion of any other securities (whether equity, debt or otherwise) of the Company currently owned or hereafter acquired by WTI on the terms set forth in the Registration Rights Agreement as amended by the First RRA Amendment.
The foregoing description of the First RRA Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the First RRA Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Current Report on Form 8-K relating to the description of the Pre-Funded Warrant and Warrant Shares is hereby incorporated by reference into this Item 3.02. The Pre-Funded Warrant was, or will be, as the case may be, offered and sold pursuant to an exemption from the registration requirements of were, or will be, as the case may be, of the Securities Act of 1933, as amended (the “Securities Act”), under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
| Item 8.01 | Other Events. |
On August 18, 2026, the Company issued a press release titled “Cypherpunk Technologies Launches World’s Largest Zcash Mining Fleet”. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Asset Purchase Agreement, dated August 17, 2026, by and among the Company, Moria Mining, LLC, Winklevoss Treasury Investments, LLC and Cypherpunk Mining LLC. | |
| 4.1 | Form of Pre-Funded Warrant to Purchase Common Stock. | |
| 10.1 | First Amendment to Form of Registration Rights Agreement. | |
| 99.1 | Press Release of Cypherpunk Technologies Inc. dated August 18, 2026. | |
| 104 | Cover page interactive data file (formatted as Inline XBRL). |
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 hereunto duly authorized.
| CYPHERPUNK TECHNOLOGIES INC. | |
| Date: August 18, 2026 | /s/ Douglas E. Onsi |
| Douglas E. Onsi | |
| President & CEO |
Exhibit 99.1
Cypherpunk Technologies Launches World's Largest Zcash Mining Fleet
Equity-based
transaction with Winklevoss Capital activates 4.2 GSol/s of live, U.S.-based hashrate; approximately 18% of the Zcash network;
Industry veteran Kevin Zhang joins as Head of Mining
Cambridge, Mass. – August 18, 2026 – Cypherpunk Technologies Inc. (Nasdaq: CYPH) ("Cypherpunk") today announced the launch of Cypherpunk Mining, which is now the largest Zcash mining fleet in the world, through a $33.33 million equity-based transaction with Winklevoss Capital. The fleet is online today, with approximately 4.2 GSol/s of Equihash hashrate deployed across the United States, which currently represents approximately 18% of the total Zcash network.
“Up until now, investors have had limited options for Zcash mining exposure. With the acquisition of this mining fleet, Cypherpunk changes that,” said Cameron and Tyler Winklevoss.
With the launch, Cypherpunk now offers public market investors exposure to both Zcash mining and treasury upside and continues Cypherpunk's evolution into a diversified privacy technology company.
"Following the expansion of our ZEC treasury and investment in ZODL, Zcash mining is the next piece of the constellation of privacy technologies we're assembling," said Will McEvoy, Chief Investment Officer of Cypherpunk. “The Zcash flow from Cypherpunk Mining provides financial and operational flexibility to fund future growth, the acquisition of additional ZEC, and new privacy-preserving technology investments.”
Through this transaction with Winklevoss Capital, Cypherpunk Mining immediately becomes the Zcash network’s largest active fleet, currently deployed across U.S.-based facilities with industry-leading uptimes and hosting rates, accessing an addressable market valued at over $250 million per year at current ZEC prices.
Strengthening Cypherpunk’s Treasury and the Zcash Network
Cypherpunk Mining now stands alongside Cypherpunk's ZEC treasury and its privacy investment strategy anchored by ZODL, the most widely used Zcash wallet. As approximately 43,800 ZEC are awarded to miners each month, mining meaningfully accelerates the company's path to its target of holding 5% of ZEC supply, at production costs that are significantly lower than spot price.
As the largest corporate holder of ZEC, currently with 323,394.38 ZEC representing approximately 1.92% of the circulating supply, Cypherpunk's incentives are aligned with the network's. The additional mining hashrate and decentralization strengthens Zcash network security, and a more secure Zcash makes Cypherpunk's treasury more valuable. Cypherpunk intends to serve as a bridge between Zcash miners, developers, and the broader ecosystem.
Kevin Zhang Joins as Head of Mining
Kevin Zhang joins Cypherpunk as Head of Mining, bringing more than a decade of experience at the front lines of Bitcoin and Zcash. Zhang began mining Bitcoin in 2014 and Zcash in 2016, built several of the largest Bitcoin mining facilities in North America, and in 2019 led the first power plant conversion to Bitcoin mining on the continent. At Foundry, he built the largest Bitcoin mining pool in the world and deployed one of the largest crypto mining operations.
"Approximately 1,440 ZEC is awarded to miners each day, making Zcash mining highly profitable. Even if the Zcash network hashrate increases significantly, Zcash mining still out-earns AI colocation and Bitcoin mining at today's ZEC prices," said Kevin Zhang, Head of Mining at Cypherpunk. "The opportunity in Zcash mining shows a striking similarity to Bitcoin mining in 2016 and provides exciting growth potential for Cypherpunk."
Description of the Transaction
Cypherpunk and Cypherpunk Mining LLC (“Cypherpunk Mining”) entered into an Asset Purchase Agreement with Moria Mining LLC and Winklevoss Treasury Investments, LLC pursuant to which Cypherpunk Mining acquired the latest generation Z15 Pro machines with an aggregate hashpower of approximately 4.2 GSol/s along with their related hosting agreements. The aggregate purchase price of $33.33 million was paid for by the issuance of a pre-funded warrant to Winklevoss Treasury Investments, LLC to purchase 43,290,042 shares of common stock of Cypherpunk at an exercise price of $0.001 per share, reflecting a Cypherpunk common stock purchase price of $0.77 per share.
About Cypherpunk
Cypherpunk Technologies is a privacy technology company. The Company's mission is to advance technologies that guarantee privacy for humans on the internet. Cypherpunk pursues this mission through two primary strategies: accumulating Zcash (ZEC); and investing in, acquiring, and building technologies that push the frontier of privacy forward. Additionally, through its subsidiary Leap Therapeutics, the Company is developing novel therapies for patients with cancer, continuing the development of sirexatamab and FL-501. For more information about the Company, visit our websites at http://www.cypherpunk.com and http://www.leaptx.com or view our public filings with the SEC that are available via EDGAR at http://www.sec.gov.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as "anticipate," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning. Forward-looking statements address various matters including statements relating to the Company’s ZEC mining operations, the hashpower represented by the acquired Z15 Pro machines, the potential Zcash flow or profitability of the Company’s mining operations, the comparative economics or profitability of Zcash mining relative to other digital infrastructure or mining activities, the future hashrate of the Zcash Network, the value of the Company’s ZEC holdings, the Company’s target percentage ownership of the ZEC supply, the expected future market, price, and liquidity of ZEC, the Company’s expected use of Zcash flow or other capital generated by its mining operations, the potential value of the Company’s investment in Zcash Open Development Labs (“ZODL”), the macro and political conditions surrounding Zcash or digital assets, the Company’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, and future financial condition and performance. Risks and uncertainties of the Company’s strategy include, among others: (a) risks relating to the Company’s operations and business, including the performance of the Company’s Zcash mining machines and highly volatile nature of the price of ZEC; (b) the risk that material changes in the price of ZEC, such as decreases in price, will result in significant changes to the Company’s financial statements, such as unrealized losses on fair value of ZEC holdings, and reduced net income or increased net loss; (c) the risk that material changes in the hashrate of the Zcash Network, such as increases in hashrate, will result in significant changes to the Company’s financial statements, such as reduced revenue, reduced gross margins, and reduced net income or increased net loss; (d) the risk that the price of the Company’s common stock may be highly correlated to the price of ZEC; (e) the risk that the Company will fail to realize the anticipated benefits of the ZEC mining operation or digital asset treasury strategy; (f) risks related to the custody of our ZEC and our reliance on Gemini Space Station and its affiliates for trading and custody services; (g) changes in business, market, financial, political and regulatory conditions; (h) risks related to increased competition in the industries in which the Company does and will operate; (i) risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; (j) risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; (k) risks related to the Company’s dependence on third-party hosting facilities and service providers for its mining operations; and (l) the Company’s ability to comply with the continued listing requirements of the Nasdaq Capital Market.
New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. The Company may not actually achieve the forecasts disclosed in such forward-looking statements, and you should not place undue reliance on such forward-looking statements. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to those set forth under the caption "Risk Factors" in the Company’s most recent Annual Report on Form 10-K filed with the SEC, or as may be included in other reports or information we file with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in its subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it was made. Neither the Company, nor any of its affiliates, advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.
CONTACT:
Douglas E. Onsi
President & Chief Executive Officer
Cypherpunk Technologies Inc.
617-714-0360
For Investors:
Matthew DeYoung
Investor Relations
Argot Partners
212-600-1902
leap@argotpartners.com
For Media:
Jacqueline Ortiz Ramsay
It Factor Strategies
954-294-3249
jacqueline@itfactorstrategies.com