Cypherpunk Technologies Inc 2025年度报告

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act. Largeacceleratedfiler☐Acceleratedfiler☐Non-acceleratedfiler☒Smallerreportingcompany☒Emerging growth company☐ 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of March 11, 2026, there were 89,979,619 outstanding shares of the registrant’s common stock, par value $0.001 per share, which is the only outstanding classof common stock of the registrant. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, which is expected to be filed with the Securities and ExchangeCommission not later than 120 days after the end of the registrant’s fiscal year ended December 31, 2025, are incorporated by reference into Part III, Items 10-14 of thisAnnual Report on Form 10-K. With the exception of the portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders that areexpressly incorporated by reference into this Annual Report on Form 10-K, such proxy statement shall not be deemed filed as part of this Annual Report on Form 10-K. TABLE OF CONTENTS PageSPECIAL NOTEREGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA2INTRODUCTORY COMMENT3PartIItem1.Business4Item1A.Risk Factors25Item1B. Unresolved Staff Comments49Item1C.Cybersecurity49Item2.Properties50Item3.Legal Proceedings50Item4.Mine Safety Disclosures50PartIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities51Item6.Reserved51Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations51Item7A.Quantitative and Qualitative Disclosures About Market Risks60Item8.Financial Statements and Supplementary Data61Item9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure61Item9A.Controls and Procedures61Item9B. Other Information63Item9CDisclosures Regarding Foreign Jurisdictions that Prevent Inspections63PartIIIItem10.Directors, Executive Officers and Corporate Governance64Item11.Executive Compensation64Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters64Item13.Certain Relationships and Related Transactions and Director Independence64Item14.Principal Accounting Fees and Services64PartIVItem15.Exhibits, Financial Statement Schedules65Signatures70 SPECIAL NOTEREGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA This Annual Report on Form 10-K (the “Annual Report”) contains forward-looking statements within the meaningof Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, asamended, which reflect our current views with respect to, among other things, our operations and financialperformance. Such statements are based upon our current plans, estimates and expectations that are subject to variousrisks a