CYPHERPUNK TECHNOLOGIES INC.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our President and Chief Executive Officer, who is also serving as our Chief Financial Officer and therefore currently serves as both our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2025, our management, with the participation of our Chief Executive Officer, who is also serving as our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As a result of the identified material weakness described below, our principal executive officer and principal financial and accounting officer has concluded based upon the evaluation described above that, as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

This Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including the individuals serving as our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 Framework). Based on this assessment, including the existence of the material weakness discussed herein, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective based on those criteria.

Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with our first quarter of activity in implementing our new digital asset treasury strategy during the three months ended December 31, 2025, management identified a material weakness in our internal control over financial reporting relating to our failure to maintain effective controls over the accounting for certain complex and unusual transactions. Specifically, the material weakness relates to the operating effectiveness of controls that had been designed and implemented to account for complex and unusual transactions.

We engage external accounting and tax experts to assist with these complex matters. Although our internal controls were sufficiently designed and implemented for complex and unusual transactions, they did not operate effectively.

This control deficiency resulted in errors which were not detected by management’s existing controls. This material weakness did not result in any material misstatements to our consolidated financial statements or any changes to previously filed financial statements.

Remediation Efforts

To remediate this material weakness, our management, under the oversight of the Audit Committee of the Board, has begun and will continue to implement the following remediation plans:

Attestation Report on Internal Control Over Financial Reporting

This Annual Report does not include an attestation report of our independent registered public accounting firm due to our status as a smaller reporting company and non-accelerated filer.

Changes in Internal Control Over Financial Reporting

In connection with the October 2025 Private Placement and our initiation of a digital asset treasury strategy, we implemented digital asset treasury processes and controls during the quarter ended December 31, 2025. There were no other changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2025 covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.