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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

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1. Name and Address of Reporting Person* McEvoy William Patrick III (Last) (First) (Middle) C/O CYPHERPUNK TECHNOLOGIES INC. 47 THORNDIKE STREET SUITE B1-1 (Street) CAMBRIDGE MA 02141 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/11/2025	3. Issuer Name and Ticker or Trading Symbol CYPHERPUNK TECHNOLOGIES INC. [ CYPH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Investment Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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 Shares	8,283,761	I	See Notes(1)(2)(3)(4)(5)(6)

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 Warrants (right to buy)	(7)	(7)	Common Shares	75,448,618	(7)	I	See Notes(1)(2)(3)(4)(5)(7)
Common Warrants (right to buy)	(8)	(8)	Common Shares	57,182,378(1)(2)(3)	(8)	I	See Notes(1)(2)(3)(4)(5)(8)

Explanation of Responses:

1. On October 6, 2025, Cypherpunk Technologies Inc. (f/k/a Leap Therapeutics, Inc.) (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") for the private placement of an aggregate of (i) 15,212,311 shares of Company common stock, par value $0.001 per share ("Common Stock"), at an offering price of $ 0.52064 per share, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 80,768,504 shares of Common Stock (the "Pre-Funded Warrant Shares") at an offering price of $0.51964 per Pre-Funded Warrant, exercisable at the exercise price of $0.001 per Pre-Funded Warrant Share, and (iii) common warrants (the "Common Warrants") to purchase up to an aggregate of 71,985,605 shares of Common Stock (the "Common Warrant Shares"), exercisable at the exercise price of $0.5335 per Common Warrant Share (the "Private Placement"). The Private Placement closed October 8, 2025. (Continued in following footnote).

2. (Continued from prior footnote) In connection with the Private Placement, Winklevoss Treasury Investments, LLC, a Delaware limited liability company ("WTI") acquired an aggregate of (i) 8,283,761 shares of Common Stock, (ii) Pre-Funded Warrants to purchase up to an aggregate of 75,448,618 Pre-Funded Warrant Shares, and (iii) Common Warrants to purchase up to an aggregate of 62,799,284 Common Warrant Shares (later reduced to 57,182,378 pursuant to the Assignment (defined below) (collectively, the "WTI Securities"), subject to beneficial ownership thresholds prohibiting beneficial ownership (as calculated in accordance with Section 13(d) of the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder) in excess of 19.99% of the issued and outstanding shares of Common Stock after giving effect to the Private Placement (the "Beneficial Ownership Limitation"), as may be adjusted downward from time to time. (Continued in following footnote).

3. (Continued from prior footnote) Pursuant to information provided by WTI, the WTI Entities have assigned 5,616,906 of the 62,799,284 Common Warrants (the "Assignment"), reducing their reported beneficial ownership of the Common Warrants to 57,182,378.

4. The WTI Securities are held by Winklevoss Capital Fund, LLC, a Delaware limited liability company, ("WCF"), WTI, Winklevoss Capital Management, LLC, a Delaware limited liability company ("WCM"), Mr. Tyler Howard Winklevoss ("Tyler Winklevoss"), and Mr. Cameron Howard Winklevoss ("Cameron Winklevoss" and, together with WCF, WTI, WCM and Tyler Winklevoss, the "WTI Entities"). Tyler Winklevoss and Cameron Winklevoss are the co-founders and managers of WCM. WCM is the manager of WCF, and WTI is a wholly owned subsidiary of WCF. (Continued in following footnote).

5. (Continued from prior footnote) Mr. William McEvoy is the manager of WTI and Vice President of WCM. Mr. McEvoy disclaims beneficial ownership of the WTI Securities held by the WTI Entities, except to the extent of his pecuniary interest therein, if any. Mr. McEvoy was appointed to the Company's board of directors November 11, 2025, in connection with the Lead Investor Agreement, dated October 6, 2025, by and between the Company and WTI, as Lead Investor.

6. Reflects Common Shares acquired pursuant to the Private Placement and consists of 8,283,761 shares of Common Stock held by the WTI Entities.

7. Reflects Prefunded Warrants acquired pursuant to the Private Placement and consists of 75,448,618 Prefunded Warrants held by the WTI Entities, each exercisable for one share of Common Stock at the exercise price of $0.001 per Pre-Funded Warrant Share. The Pre-Funded Warrants are exercisable as of their date of issuance, however 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 the Beneficial Ownership Limitation. The Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the date such Pre-Funded Warrants are fully exercised. Each Pre-Funded Warrant is subject to appropriate adjustment.

8. Reflects Common Warrants acquired pursuant to the Private Placement, as adjusted by the Assignment, and consists of 57,182,378 Common Warrants held by the WTI Entities, each exercisable for one share of Common Stock at the exercise price of $.5335 per Common Warrant Share. Subject to the terms of the Waiver and Modification Agreement, dated November 19, 2025, by and between the Company and WTI, the Common Warrants are exercisable as of their date of issuance, however 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 the Beneficial Ownership Limitation. The Common Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the tenth anniversary of their date of issuance. Each Common Warrant is subject to appropriate adjustment.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Douglas E. Onsi, as attorney-in-fact for the reporting person	11/20/2025
	** Signature of Reporting Person	Date
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