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Winklevoss entities disclose major CYPH warrants and 8.28M shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

CYPHERPUNK TECHNOLOGIES INC. insider Winklevoss-affiliated entities filed an initial Form 3 reporting significant ownership in CYPH. The filing shows indirect beneficial ownership of 8,283,761 shares of common stock held through Winklevoss Treasury Investments, LLC. It also reports a Pre-Funded Warrant exercisable for 75,448,618 shares of common stock at an exercise price of $0.001 per share, with no expiration date, and an additional Warrant for 62,799,284 shares at an exercise price of $0.5335 per share expiring on 10/08/2035.

Both the Pre-Funded Warrants and the Warrants are immediately exercisable but include a 19.99% beneficial ownership limitation, preventing exercises that would cause the reporting group and its affiliates to exceed 19.99% of CYPHERPUNK’s outstanding common stock after any exercise.

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Negative

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Insider Winklevoss Capital Fund, LLC, Winklevoss Treasury Investments, LLC, Winklevoss Tyler Howard, Winklevoss Cameron Howard, Winklevoss Capital Management, LLC
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Pre-Funded Warrant (Right to Buy) -- -- --
holding Warrant (Right to Buy) -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Pre-Funded Warrant (Right to Buy) — 75,448,618 shares (Indirect, By Winklevoss Treasury Investments, LLC); Warrant (Right to Buy) — 62,799,284 shares (Indirect, By Winklevoss Treasury Investments, LLC); Common Stock — 8,283,761 shares (Indirect, By Winklevoss Treasury Investments, LLC)
Footnotes (4)
  1. F1. Securities are held by Winklevoss Treasury Investments, LLC ("WTI"), which is a wholly owned subsidiary of Winklevoss Capital Fund, LLC ("WCF"). Winklevoss Capital Management, LLC ("WCM") is the manager of WCF and Tyler Winklevoss and Cameron Winklevoss are the co-founders and managers of WCM. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein.
  2. F2. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
  3. F3. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
  4. F4. The Warrants are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Warrants to the extent that such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.

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FAQ

What does the new Form 3 filing disclose about CYPH insider ownership?

The Form 3 shows that entities affiliated with Tyler and Cameron Winklevoss indirectly beneficially own 8,283,761 shares of CYPHERPUNK common stock, held through Winklevoss Treasury Investments, LLC.

How many CYPH shares are underlying the pre-funded warrants reported in the Form 3?

The filing reports a Pre-Funded Warrant exercisable for 75,448,618 shares of CYPHERPUNK common stock at an exercise price of $0.001 per share.

What warrants did the Winklevoss entities report for CYPHERPUNK (CYPH)?

In addition to the pre-funded warrant, the reporting persons disclosed a Warrant exercisable for 62,799,284 shares of CYPHERPUNK common stock at an exercise price of $0.5335 per share, expiring on 10/08/2035.

Are the CYPH pre-funded warrants and warrants immediately exercisable?

Yes. The Form 3 states that the Pre-Funded Warrants have no expiration date and are exercisable immediately, and that the Warrants are exercisable immediately, subject to a beneficial ownership cap.

What is the 19.99% beneficial ownership limitation mentioned in the CYPH Form 3?

The filing explains that the reporting persons cannot exercise the Pre-Funded Warrants or Warrants to the extent the exercise would cause them, their affiliates, and any Section 13(d) group members to own more than 19.99% of CYPHERPUNK’s outstanding common stock after such exercise.

Do Tyler and Cameron Winklevoss claim full beneficial ownership of the CYPH securities?

The explanation notes that each reporting person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest, even though they are affiliated through Winklevoss Capital Fund and related entities.

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Winklevoss Capital Fund, LLC
(Last) (First) (Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463
(Street)
WILMINGTON DE 19801
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2025 		3. Issuer Name and Ticker or Trading Symbol
CYPHERPUNK TECHNOLOGIES INC. [ CYPH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 8,283,761 I By Winklevoss Treasury Investments, LLC(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Pre-Funded Warrant (Right to Buy) (2) (3) Common Stock 75,448,618 $0.001 I By Winklevoss Treasury Investments, LLC(1)
Warrant (Right to Buy) (4) 10/08/2035 Common Stock 62,799,284 $0.5335 I By Winklevoss Treasury Investments, LLC(1)
1. Name and Address of Reporting Person*
Winklevoss Capital Fund, LLC
(Last) (First) (Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463
(Street)
WILMINGTON DE 19801
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Winklevoss Treasury Investments, LLC
(Last) (First) (Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463
(Street)
WILMINGTON DE 19801
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Winklevoss Tyler Howard
(Last) (First) (Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463
(Street)
WILMINGTON DE 19801
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Winklevoss Cameron Howard
(Last) (First) (Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463
(Street)
WILMINGTON DE 19801
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Winklevoss Capital Management, LLC
(Last) (First) (Middle)
FARMERS BANK BUILDING
301 N. MARKET STREET, SUITE 1463
(Street)
WILMINGTON DE 19801
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Securities are held by Winklevoss Treasury Investments, LLC ("WTI"), which is a wholly owned subsidiary of Winklevoss Capital Fund, LLC ("WCF"). Winklevoss Capital Management, LLC ("WCM") is the manager of WCF and Tyler Winklevoss and Cameron Winklevoss are the co-founders and managers of WCM. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein.
2. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
3. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
4. The Warrants are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Warrants to the extent that such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
Winklevoss Capital Management, LLC, By /s/ Cameron H. Winklevoss, Manager 11/21/2025
Winklevoss Capital Fund, LLC, By Winklevoss Capital Management, LLC, Its Manager, By /s/ Cameron H. Winklevoss, Manager 11/21/2025
Winklevoss Treasury Investments, LLC, By /s/ William McEvoy, Manager 11/21/2025
/s/ Tyler H. Winklevoss 11/21/2025
/s/ Tyler H. Winklevoss 11/21/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR