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Item 1A. Risk Factors

2026-03-09 compared with 2025-03-14 · 1541 added, 344 removed, 14 unchanged (99% of the section changed)

The risk factors discussed below could cause our actual results to differ materially from those expressed in any forward-looking statements.

Although we have attempted to list comprehensively these important factors, we caution you that other factors may in the future prove to be important in affecting our results of operations.

New factors emerge from time to time and it is not possible for us to predict all of these factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Risks Related to Our Business and the Industries We Serve

SharpLink has a history of losses and may not be able to achieve or sustain profitability in the future.

We have a history of incurring net losses and we may not achieve or maintain profitability in the future.

We experienced net income (losses) of $10,099,619 and $(14,243,182) for the years ended December 31, 2024 and 2023, respectively, after factoring a net income (loss) from discontinued operations of $14,573,262 and $(2,994,584) for the same comparable periods, respectively.

As of December 31, 2024, we had an accumulated deficit of $(77,808,959).

We cannot predict when or whether we will reach or maintain profitability.

If we are unable to increase our revenues or our operating costs are higher than expected, we may not be able to achieve profitability and our operating results may fluctuate significantly.

We may not be able to accurately forecast our revenues or future revenue growth rate.

Many of our expenses, particularly personnel costs and monthly IT and insurance costs, are relatively fixed, but we may experience higher than expected operating costs, including increased selling and marketing costs, communications costs, travel costs, third-party technology licensing fees, audit and legal fees, professional fees and other costs.

As a result, we may not be able to adjust spending quickly enough to offset any unexpected increase in expenses or revenue shortfall.

Increased competition could lead to significant price pressure for the services we provide, which could make profitability even more challenging.

If operating costs exceed our expectations and cannot be adjusted accordingly, our results of operations and financial position could be materially and adversely affected.

Additionally, we may not be able to sustain our current revenue and any revenue growth.

Reduced demand, whether due to a weakening of the global economy, reduction in consumer spending, competition or other reasons, may result in decreased revenues and growth, and a material adverse effect on our operating results.

We will require additional capital to support our growth plans and such capital may not be available on reasonable terms or at all.

If we do not raise sufficient capital, there is substantial doubt about our ability to continue as a going concern.

In the pursuit of SharpLink’s long-term growth strategy and the development of its affiliate marketing services and related businesses, the Company has sustained continued operating losses.

During the years ended December 31, 2024 and December 31, 2023, the Company had a net loss from continuing operations of $(4,473,643) and $(11,248,598), respectively;

and cash used in operating activities from continuing operations of $(5,856,053) for the year ended December 31, 2024 and cash used for operating activities from continuing operations of $(4,916,412) for the prior year.

The Company is continually evaluating strategies to obtain the required additional funding for future operations.

These strategies may include, but are not limited to, equity financings, issuing debt, evaluating potential business combinations, entering into other financing arrangements, and restructuring operations to increase revenues and decrease expenses.

The Company may be unable to access further equity or debt financing when needed or obtain additional liquidity under acceptable terms, if at all.

As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.

The audited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities and reported expenses that may be necessary if the Company were unable to continue as a going concern.

Until we can generate a sufficient amount of revenue to finance our capital needs, which we may never achieve, we expect to finance our cash needs primarily through public or private equity financings or conventional debt financings.

We cannot be certain that additional funding will be available on acceptable terms, or at all.

If we are not able to secure additional funding when needed to support our business growth and to respond to business challenges, track and comply with applicable laws and regulations, develop new technology and services or enhance our existing offering, improve our operating infrastructure, enhance our information security systems to combat changing cyber threats and expand personnel to support our business, we may have to delay or reduce the scope of future growth initiatives.

Moreover, any additional equity financing that we obtain may dilute the ownership held by our existing shareholders.

The economic dilution to our shareholders will be significant if our stock price does not materially increase, or if the effective price of any sale is below the price paid by a particular shareholder.

Any debt financing could involve substantial restrictions on activities and creditors could seek additional pledges of some or all of our assets.

If we fail to obtain additional funding as needed, we may be forced to cease or scale back operations, and our results, financial conditions and stock price would be adversely affected.

SharpLink relies on our relationships with sportsbooks and online casino gaming operators and loss of existing relationships or failure to renew or expand existing relationships may cause loss of a competitive advantage or require SharpLink to modify, limit or discontinue certain offerings, which could materially and adversely affect our business, financial condition, results of operations and prospects.

SharpLink relies on relationships with online sports betting bookmakers and casino gaming operators, and the future success of our business may depend, in part, on our ability to obtain, retain and expand such relationships.

SharpLink’s arrangements with these partners may not continue to be available to us on commercially reasonable terms, or at all.

should carefully consider the risks described below before making an investment decision.

The risks and uncertainties described in this

section may not be the only ones we face.

Additional risks and uncertainties that are not currently known to us, or that we currently

deem immaterial, may also impair our business operations or financial condition.

If any of the risks described below or any such additional

risks actually occur, our business, financial condition, results of operations and the market price of our securities could be materially

adversely affected.

In particular, because we have adopted a digital asset treasury strategy centered on acquiring and holding Ether

(“ETH”), and a substantial portion of our assets are concentrated in ETH and related digital intangible asset holdings, our

financial results and the market price of our securities are subject to significant volatility and may be adversely impacted by events

affecting the price, perception, regulation, or technological underpinnings of ETH.

and Legal Risks Related to Digital Assets

federal regulations, there is a possibility that ETH and LsETH may be classified as a “ security.

classification of ETH and LsETH as a “ security ” would subject us to additional regulation

and could materially impact the operation of our business.

the SEC nor any other U.S.

federal or state regulator has publicly stated whether they agree that ETH is a “security.” Despite

the Executive Order titled “Strengthening American Leadership in Digital Financial Technology” which includes as an objective,

“protecting and promoting the ability of individual citizens and private sector entities alike to access and … to maintain

self-custody of digital assets,” ETH has not yet been classified with respect to U.S.

federal securities laws.

Therefore, while

(for the reasons discussed below) we believe that ETH is not a “security” within the meaning of the U.S.

federal securities

laws, and registration of the Company under The Investment Company Act of 1940, as amended (the “Investment Company Act”)

is therefore not required under the applicable securities laws, we acknowledge that a regulatory body or federal court may determine

Our belief, even if reasonable under the circumstances, would not preclude legal or regulatory action based on such a finding

that ETH is a “security” which would require us to register as an investment company under the Investment Company Act.

have also adapted our process for analyzing the U.S.

federal securities law status of ETH and other cryptocurrencies over time, as guidance

and case law have evolved.

As part of our U.S.

federal securities law analytical process, we take into account a number of factors, including

the various definitions of “security” under U.S.

federal securities laws and federal court decisions interpreting the elements

of these definitions, such as the U.S.

Supreme Court’s decisions in the Howey and Reves cases, as well as court rulings,

reports, orders, press releases, public statements, and speeches by the SEC Commissioners and SEC Staff providing guidance on when a

digital asset or a transaction to which a digital asset may relate may be a security for purposes of U.S.

federal securities laws.

position that ETH is not a “security” is premised, among other reasons, on our conclusion that ETH does not meet the elements

of the Howey test.

Among the reasons for our conclusion that ETH is not a security is that holders of ETH do not have a reasonable

expectation of profits from our efforts in respect of their holding of ETH.

Also, ETH ownership does not convey the right to receive

any interest, rewards, or other returns.

acknowledge, however, that the SEC, a federal court or another relevant entity could take a different view.

The regulatory treatment

of ETH is such that it has drawn significant attention from legislative and regulatory bodies.

Application of securities laws to the

specific facts and circumstances of digital assets is complex and subject to change.

Our conclusion, even if reasonable under the circumstances,

would not preclude legal or regulatory action based on a finding that ETH, or any other digital asset we might hold is a “security.”

As such, we are at risk of enforcement proceedings against us, which could result in potential injunctions, cease-and-desist orders,

fines, and penalties if Ether was determined to be a security by a regulatory body or a court.

Such developments could subject us to

fines, penalties, and other damages, and adversely affect our business, results of operations, financial condition and prospects.

we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical

for us to continue segments of our business as currently contemplated.

Sections 3(a)(1)(A) and (C) of the Investment Company Act, a company generally will be deemed to be an “investment company”

if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting,

or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading

in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets

(exclusive of U.S.

government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and

cash items) on an unconsolidated basis.

Rule 3a-1 under the Investment Company Act generally provides that notwithstanding the Section

3(a)(1)(C) test described in clause (ii) above, an entity will not be deemed to be an “investment company” for purposes of

the Investment Company Act if no more than 45% of the value of its assets (exclusive of U.S.

government securities, shares of registered

money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of its net income

after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S.

government securities, shares of

registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees’ securities companies,

securities issued by qualifying majority owned subsidiaries of such entity, and securities issued by qualifying companies that are controlled

primarily by such entity.

We do not believe that we are an “investment company” as such term is defined in either Section

3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act.

we have begun focusing on pursuing opportunities to expand our portfolio into digital assets.

With respect to the 40% asset threshold

under Section 3(a)(1)(A), following the May 2025 PIPE Offering, proceeds from the offering were used to acquire ETH, resulting in ETH

comprising 98% of the Company’s total assets.

Since we believe ETH is not an investment security, we do not hold ourselves out

as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting, or trading in securities within

the meaning of Section 3(a)(1)(A) of the Investment Company Act.

respect to Section 3(a)(1)(C), we believe we satisfy the elements of Rule 3a-1 and therefore are deemed not to be an investment company

under, and we intend to conduct our operations such that we will not be deemed an investment company under, Section 3(a)(1)(C).

that we are not an investment company pursuant to Rule 3a-1 under the Investment Company Act because, on a consolidated basis with respect

to wholly-owned subsidiaries but otherwise on an unconsolidated basis, no more than 45% of the value of the Company’s total assets

(exclusive of U.S.

government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and

cash items) consists of, and no more than 45% of the Company’s net income after taxes (for the last four fiscal quarters combined)

is derived from, securities other than U.S.

government securities, shares of registered money market funds under Rule 2a-7 of the Investment

Company Act, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries

of the Company, and securities issued by qualifying companies that are controlled primarily by the Company.

and other digital assets, as well as new business models and transactions enabled by blockchain technologies, present novel interpretive

questions under the Investment Company Act.

There is a risk that assets or arrangements that we have concluded are not securities could

be deemed to be securities by the SEC or another authority for purposes of the Investment Company Act, which would increase the percentage

of securities held by us for Investment Company Act purposes.

The SEC has requested information from a number of participants in the

digital assets’ ecosystem, regarding the potential application of the Investment Company Act to their businesses.

in an action unrelated to the Company, in February 2022, the SEC issued a cease-and-desist order under the Investment Company Act to

BlockFi Lending LLC, in which the SEC alleged that BlockFi was operating as an unregistered investment company because it issued securities

and also held more than 40% of its total assets, excluding cash, in investment securities, including the loans of digital assets made

by BlockFi to institutional borrowers.

we were deemed to be an investment company, Rule 3a-2 under the Investment Company Act is a safe harbor that provides a one-year grace

period for transient investment companies that have a bona fide intent to be engaged primarily, as soon as is reasonably possible (in

any event by the termination of such one-year period), in a business other than that of investing, reinvesting, owning, holding, or trading

in securities, with such intent evidenced by the company’s business activities and an appropriate resolution of its board of directors.

The grace period is available not more than once every three years and runs from the earlier of (i) the date on which the issuer owns

securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis

or (ii) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such

issuer’s total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

the grace period may not be available at the time that we seek to rely on Rule 3a-2;

however, Rule 3a-2 is a safe harbor and we may rely

on any exemption or exclusion from investment company status available to us under the Investment Company Act at any given time.

reliance on Rule 3a-2, Section 3(a)(1)(C), or Rule 3a-1 could require us to take action to dispose of securities, limit our ability to

make certain investments or enter into joint ventures, or otherwise limit or change our service offerings and operations.

to be deemed an investment company in the future, restrictions imposed by the Investment Company Act — including limitations on

our ability to issue different classes of stock and equity compensation to directors, officers and employees and restrictions on management,

operations, and transactions with affiliated persons — likely would make it impractical for us to continue our business as contemplated,

and could have a material adverse effect on our business, results of operations, financial condition, and prospects.

are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds,

or to obligations applicable to investment advisers.

funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment

advisers” under U.S.

federal and state law;

this regulation is intended for the benefit and protection of investors.

subject to, and do not otherwise voluntarily comply with, these laws and regulations.

This means, among other things, that the execution

of or changes to our ETH Treasury Management strategy, the manner in which our ETH is custodied, our ability to engage in transactions

with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements

and prohibitions that apply to investment companies and investment advisers.

Our board of directors has broad discretion over the investment,

leverage and cash management policies it authorizes, whether in respect of our ETH holdings or other digital asset activities we may

pursue, and has the power to change our current policies, including our strategy of acquiring and holding ETH and other digital assets.

or regulatory change regarding the regulation of “ commodities ” by the Commodities Futures Trading

Commission (“CFTC”) and the potential regulation of digital assets as “ digital commodities ”

could subject us to additional regulatory burdens and oversight by the CFTC and could adversely affect the market price of ETH

and the market price of our listed securities.

CFTC has stated it believes, and judicial decisions involving CFTC enforcement actions have confirmed, that at least some digital assets

fall within the definition of a “commodity” under the U.S.

Commodities Exchange Act of 1936 (the “CEA”) and the

rules promulgated by the CFTC thereunder (“CFTC Rules”).

While the CFTC has enforcement authority to police against fraud

and manipulation in spot commodity markets (including the spot market for digital assets that are commodities), the CFTC only has regulatory

and supervisory jurisdiction with respect to “commodity interest” transactions, such as futures, options, and swaps on a

commodity (including a digital asset commodity) and certain leveraged, margined, or financed transactions in commodities involving retail

Accordingly, we are not currently regulated or supervised by the CFTC and are not subject to the legal and regulatory obligations

that are applicable to CFTC-registered entities under the CEA and CFTC Rules.

regulation of digital assets in the U.S.

is subject to change because of the enactment and adoption of new laws and regulations.

example, the proposed CLARITY Act recently passed by the U.S.

House of Representatives and other draft digital asset market structure

and regulation bills have proposed granting the CFTC additional regulatory and supervisory powers with respect to spot digital assets

as “digital commodities.” While it is not possible to predict if and in what form such proposals will be adopted, if any,

changes to or expansion of the jurisdiction of the CFTC with respect to activities in spot digital assets could result in the imposition

of additional regulatory obligations and burdens, which could include registration, disclosure, reporting, and business conduct requirements.

For example, it is possible that if the CLARITY Act were to become law as currently proposed, our ETH Treasury Management strategy could

cause us to be deemed a “commodity pool” under the CEA such that our operators and advisors may need to register with the

CFTC as commodity pool operators and comply with other CFTC regulations as well as the rules of the National Futures Association.

additional regulatory burdens and oversight could materially increase the cost of our business, could adversely affect the market price

of ETH, and in turn could adversely affect the market price of our listed securities.

launch of central bank digital currencies (“CBDCs”) may adversely impact our business.

introduction of a government-issued digital currency could eliminate or reduce the need or demand for private-sector issued crypto currencies,

or significantly limit their utility.

National governments around the world could introduce CBDCs, which could in turn limit the size

of the market opportunity for cryptocurrencies, including ETH.

in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance

costs or operational shutdowns.

Financial Crimes Enforcement Network, a division of the U.S.

Treasury Department (“FinCEN”) regulates providers of certain

services with respect to “convertible virtual currency,” including ETH.

Businesses engaged in the transfer of convertible

virtual currencies are subject to registration and licensure requirements at the U.S.

federal level and also under U.S.

FinCEN has issued guidance that cryptocurrency mining, without engagement in other activities, does not require registration and licensure

with FinCEN, FinCEN has not made similar pronouncements with respect to the operation of Ethereum validators.

In addition, our engaging

in decentralized finance activities could expose us to further risk in this regard.

regulatory changes or interpretations require us to register as a money services business with FinCEN under the U.S.

Bank Secrecy Act,

or as a money transmitter under state laws, we may be subject to extensive regulatory requirements—including those that would mandate

us to implement anti-money laundering programs meeting certain requirements, make certain reports to FinCEN or state regulators, and

maintain certain records, resulting in significant compliance costs and operational burdens.

may incur extraordinary expenses to meet these requirements or, alternatively, may determine that continued operations are not viable.

Further, we may not be capable of complying with certain federal or state regulatory obligations applicable to “money services

businesses” and “money transmitters,” such as monitoring transactions and blocking transactions, because of the nature

of the Ethereum blockchain.

If we are deemed to be subject to and not in compliance with such additional regulatory and registration

requirements, we may act to dissolve and liquidate.

If we decide to cease certain operations in response to new regulatory obligations,

such actions could occur at a time that is unfavorable to investors.

Related to Our Digital Asset Treasury Strategy and ETH Exposure

digital asset treasury strategy exposes us to various risks, including risks associated with ETH.

ETH treasury management strategy exposes us to various risks, including risks associated with ETH, which include the following:

is a highly volatile asset.

ETH is a highly volatile asset that has traded below $1,472 per ETH and above $4,821 per ETH on the

Coinbase exchange in the calendar year 2025.

ETH holdings significantly impact our financial results and the market price of our listed securities.

Our ETH holdings could

significantly affect our financial results and if we continue to increase our overall holdings of ETH in the future, they will have

an even greater impact on our financial results and the market price of our listed securities.

assets are concentrated in ETH.

The vast majority of our assets are concentrated in our ETH holdings or other receipt ETH related

tokens (i.e., LsETH, WeETH, etc.) from staking.

The concentration of our assets in ETH limits our ability to mitigate risk that could

otherwise be achieved by holding a more diversified portfolio of treasury assets.

If there is a significant decrease in the price

of ETH, we may experience a more pronounced impact on our financial condition than if we invested our cash in a more diverse portfolio

of treasury assets.

primarily purchase ETH using proceeds from equity financings.

Our ability to continue future purchases of ETH within our ETH

Treasury Management strategy depends in significant part on our ability to continue raising capital to purchase ETH.

If we are unable

to obtain equity, equity-linked or debt financing on favorable terms or at all, we may not be able to successfully execute on our

ETH Treasury Management strategy .

ETH Treasury Management Strategy has not been tested over an extended period of time or under different market conditions.

are continually examining the risks and rewards of our strategy to acquire and hold ETH and to stake such ETH to generate staking

This strategy has not been tested over an extended period of time or under different market conditions.

For example, although

we believe ETH has the potential to serve as a hedge against inflation in the long term, the short-term price of ETH declined in

recent periods during which the inflation rate increased.

If ETH prices were to decrease or our ETH Treasury Management strategy

otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would

be materially adversely impacted.

ETH staking activities could result in “ slashing risks ” and loss of staked ETH.

ETH staking exposes

us to slashing risks, defined as a punitive mechanism built into the Ethereum network, designed to penalize validators and their

delegators for misbehavior or failing to follow network rules, which could result in the loss of our staked ETH.

ETH Treasury Management Strategy may result in partial or total loss of deployed principle.

Our strategies may employ on-chain

and off-chain trading, credit and investing both via on-team deployments as well as via external allocations.

These may be ETH denominated,

USD denominated, or other similar exposure types.

As a result, we have a risk of loss of partial or the entirety of the deployed

principal, typical of these aforementioned activities.

are subject to provider and counterparty risks, including risks relating to our custodians.

Although we have implemented various

measures that are designed to mitigate our counterparty risks, including by storing substantially all of the ETH and other ETH-related

digital assets we own in custody accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements

intended to establish that our property interest in custodied ETH and other ETH-related digital assets are not subject to

claims of our custodians’ creditors, applicable insolvency law is not fully developed with respect to the holding of digital

assets in custodial accounts.

If our custodially-held ETH and other ETH-related digital assets were nevertheless considered to be

the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar

insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise

ownership rights with respect to such ETH, or delaying or hindering our access to our ETH holdings or other ETH-related digital asset

holdings, and this may ultimately result in the loss of the value related to some or all of such ETH and other ETH-related digital

assets which could have a material adverse effect on our financial condition as well as the market price of our listed securities.

broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use

A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events

relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting

in digital assets.

Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation

of our ETH or other ETH-related digital assets, nor have such events adversely impacted our access to our ETH or other ETH-related

digital assets, they have, in the short-term, likely negatively impacted the adoption rate and use of ETH.

Additional bankruptcies,

closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the

future may further negatively impact the adoption rate, price, and use of ETH, limit the availability to us of financing collateralized

by ETH, or create or expose additional counterparty risks.

in the accounting treatment of our ETH holdings or ETH-related digital assets holdings could have significant accounting impacts,

including increasing the volatility of our results.

We have adopted ASU 2023-08 as of January 1, 2025, which requires us to

measure our ETH holdings at fair value in our statement of financial position, and to recognize unrealized gains and losses from

changes in the fair value of our ETH in net income each reporting period beginning January 1, 2025.

ASU 2023-08 also requires us to

provide certain interim and annual disclosures with respect to our ETH holdings.

Due to the volatility in the price of ETH, we

expect the measurement at fair value to have a material impact on our financial results in future periods, increase the volatility

of our financial results, and affect the carrying value of our ETH on our balance sheet.

ASU 2023-08 could also have adverse tax

consequences.

In addition, on September 30, 2025, the Treasury and the IRS issued interim guidance (the “Interim

Guidance”) which, in relevant part, clarifies that a corporation may disregard unrealized gains and losses on its digital

asset holdings when computing adjusted financial statement income for purposes of determining whether it is subject to the 15%

corporate minimum alternative tax under the Inflation Reduction Act.

The Treasury and IRS intend to issue revised proposed

regulations similar to this Interim Guidance.

These impacts could in turn have a material adverse effect on our financial results

and the market price of our listed securities.

Additionally, our LsETH digital assets holdings as of December 31, 2025 are accounted

for at cost-less-impairment.

Significant declines in the price of LsETH have, and may in the future, result in material

impairment within our financial results.

have engaged in decentralized finance transactions and deploy ETH using liquid staking protocols, which present additional risk as opposed

to simply holding our digital assets.

have deployed ETH using one or more decentralized finance protocols.

All trading and investment activity involves risk, which is heightened

in the case of decentralized finance due to the irrevocable nature of blockchain transactions and the possibility of errors in smart

Decentralized finance protocols also attract hackers and persons looking to exploit flaws in or the ability to misuse smart

We also may incur losses in connection with our decentralized finance activity due to human error or our inability to predict

future price movements.

Any losses we sustain in connection with decentralized finance activities could cause an adverse impact on our

financial condition, results of operations, and the market price of our Common Stock.

Decentralized

finance protocols also pose heightened regulatory concerns even beyond those that face digital asset networks and digital assets generally.

financial system is extensively regulated at both the federal and state level with a particular focus on intermediaries such

as banks, broker-dealers, futures commission merchants, investment funds, investment advisers, financial asset exchanges, trading platforms,

clearinghouses and custodians.

laws and regulations impose specific obligations on financial services intermediaries both for the

protection of their customers and for the protection of the U.S.

financial system as a whole.

These include, among others, capital requirements,

activities restrictions, reporting and disclosure requirements and obligations to monitor the activities of their customers and to ensure

that the intermediaries’ activities and the activities of their customers are conducted in accordance with applicable laws and

laws and regulatory requirements may impose similar obligations.

By seeking to eliminate or substantially limit

the role of traditional financial services intermediaries in lending, brokering, advisory, trading, clearing, custody and other financial

services activities, DeFi protocols pose numerous challenges to the longstanding oversight framework developed under U.S.

and other regulators.

Legislative bodies and regulators may be required to adapt their regulatory models to accommodate decentralized

financial activities, or take novel steps to supervise, limit or even prohibit decentralized financial activities.

It is not possible

to predict how or when these challenges will be resolved or what the impact on specific decentralized finance protocols will be, and

it is likely that the decentralized finance industry will face a prolonged period of regulatory uncertainty.

It is possible that some

decentralized finance protocols will be subjected to costly and burdensome compliance regimes or even prohibited outright.

have also deployed ETH using other ETH-related staking protocols.

These staking protocols, which include liquid staking protocols, are

even newer than many decentralized finance protocols and are a novel and evolving technology.

The staff of the SEC’s Division of

Corporation Finance has provided a statement that the SEC does not generally believe liquid staking services are securities offerings.

However, these statements are not binding rule or regulations, and any deviations from the fact patterns described in the staff statement

could result in the liquid staking protocols we use being deemed securities offerings.

If it is determined that the liquid staking protocols

we use, or the receipt tokens we receive, are securities offerings, the providers of liquid staking protocols may be required to pay

fines or be subject to other third-party claims, and the ETH we have deposited with them may be available to their creditors to fulfill

those claims.

See “ Our shift towards an ETH-focused treasury strategy requires substantial changes in our day-to-day operations

and exposes us to significant operational risks ” and “ We face risks relating to the custody of our ETH, including

the loss or destruction of private keys required to access our ETH and cyberattacks or other data loss relating to our ETH.

There is also ongoing uncertainty as to the regulatory treatment of liquid staking other ETH-related staking services from other regulators

and agencies.

decentralized finance protocols and liquid staking protocols typically rely on the use of smart contracts.

Smart contracts are computer

programs that run on a digital asset network or related protocol that execute automatically when certain conditions are met.

smart contract functions typically cannot be stopped or reversed, vulnerabilities in or unforeseen consequences of their programming

can have damaging effects for the underlying digital asset network or protocol and the value of digital assets that use or interact with

such smart contracts.

For example, in June 2016, a vulnerability in the smart contracts underlying a protocol that was deployed on the

Ethereum network, The DAO, a distributed autonomous organization for venture capital funding, allowed an attack by a hacker to syphon

approximately $60 million worth of ETH from The DAO into a separate account.

In the aftermath of the theft, certain developers of and

core contributors to the Ethereum network pursued a “hard fork” of the Ethereum network in order to erase any record of the

Despite these efforts, the price of ETH dropped approximately 35% in the aftermath of the attack and subsequent hard fork.

addition, in July 2017, a vulnerability in a smart contract for a multi-signature wallet software developed by Parity led to a $30 million

theft of ETH, and in November 2017, a new vulnerability in Parity’s wallet software led to roughly $160 million worth of ETH being

indefinitely frozen in an account.

smart contracts, such as bridges between separate digital asset networks have also been manipulated, exploited or used in ways that were

not intended or envisioned by their creators.

Initial problems and continued problems with the development, design and deployment of

smart contracts may have an adverse effect on the value of protocols, including liquid staking and decentralized finance protocols, built

on smart contract platforms or other digital assets that rely on smart contract technology, including any liquid staking tokens such

If any of the smart contracts with which we interact, whether decentralized finance, liquid staking, or otherwise, suffer from

such manipulation or exploit, or otherwise do not function as intended or as we anticipate, our ETH and any LsETH or similar tokens we

hold may be exposed.

emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative

impact on the price of ETH and adversely affect our business.

a result of our ETH treasury management strategy, our assets are concentrated in our ETH and other ETH-related digital assets holdings.

Accordingly, the emergence or growth of digital assets other than ETH may have a material adverse effect on our financial condition.

There are numerous alternative digital assets and many entities, including consortiums and financial institutions, are researching and

investing resources into private or permissioned blockchain platforms or digital assets.

Additionally, the Ethereum network has completed

multiple major upgrades since then and may undertake additional upgrades in the future.

If the mechanisms for validating transactions

in other alternative digital assets are perceived as superior to the Ethereum network, those digital assets could gain market share relative

Additionally,

central banks in some countries have started to introduce digital forms of legal tender.

For example, China’s CBDC project was

made available to consumers in January 2022, and governments including the United Kingdom, the European Union, and Israel have been discussing

the potential creation of new CBDCs.

Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the

issuing jurisdiction, could also compete with, or replace, ETH and other digital assets as a medium of exchange or store of value.

a result, the emergence or growth of these or other digital assets could cause the market price of ETH to decrease, which could have

a material adverse effect on our business, prospects, financial condition, and operating results.

Financial Reporting and Capital Stock Risks

is a highly volatile asset and fluctuations in the price of ETH are likely to influence our financial results and the market price of

our listed securities.

is a highly volatile asset, and fluctuations in the price of ETH are likely to influence our financial results and the market price of

our listed securities.

Our financial results and the market price of our listed securities would be adversely affected, and our business

and financial condition would be negatively impacted, if the price of ETH decreased substantially (as it has in the past), including

as a result of:

user and investor confidence in ETH, including due to the various factors described herein;

and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, and investors;

(ii) actual or expected significant dispositions of ETH by large holders, including the expected liquidation of digital assets associated

with entities that have filed for bankruptcy protection and the transfer and sale of ETH associated with significant hacks, seizures,

or forfeitures;

and (iii) actual or perceived manipulation of the spot or derivative markets for ETH or spot ETH exchange-traded

products (“ETPs”);

publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, ETH or the broader digital

assets industry, for example, (i) public perception that ETH can be used as a vehicle to circumvent sanctions, including sanctions

imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist

activities, such as the purported use of digital assets by Hamas to fund its terrorist attack against Israel in October 2023;

expected or pending civil, criminal, regulatory enforcement or other high profile actions against major participants in the ETH ecosystem;

(iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as

the bankruptcy proceeding of FTX Trading and its affiliates;

(iv) the actual or perceived environmental impact of ETH and related

activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and

other actors related to the energy resources consumed in ETH related processes, and (v) changes in government regulations ;

in consumer preferences and the perceived value or prospects of ETH;

from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored

characteristics, that are backed by governments, including the U.S.

government, or reserves of fiat currencies, or that represent

ownership or security interests in physical assets;

decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used

as a medium of exchange for ETH purchase and sale transactions to the extent the decrease in the price of such other digital assets

or the unavailability of such stablecoins may cause a decrease in the price of ETH or adversely affect investor confidence in digital

assets generally;

relating to the ETH protocol that may impact (i) its security, speed, scalability, usability, or value, (b) failures to upgrade the

protocol to adapt to security, technological, legal or other challenges, and (iii) changes to the ETH protocol that introduce software

bugs, security risks or other elements that adversely affect ETH;

failures, unavailability, or interruptions in service of trading venues for ETH;

filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians,

trading venues, lending platforms, investment funds, or other digital asset industry participants;

legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality

or public perception of ETH, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues,

lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver

services to the digital assets industry;

in staking rewards of ETH, or increases in the costs associated with ETH staking, including increases in electricity costs and hardware

and software used in staking, or new or enhanced regulation or taxation of ETH staking, which could further increase the costs associated

with ETH staking, any of which may cause a decline in support for the Ethereum protocol;

congestion and fees associated with processing transactions of ETH or lengthened periods to exit ETH staking or other delays to unstaking

or withdrawing ETH from staking protocols;

staking exposes us to slashing risks, defined as a punitive mechanism built into the Ethereum network, designed to penalize validators

and their delegators for misbehavior or failing to follow network rules, which could result in the loss of our staked ETH;

macroeconomic

changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions,

and fiat currency devaluations;

in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the

cryptography used by the ETH blockchain becoming insecure or ineffective.

Ethereum network operates using open-source protocols, meaning that any user can become a node by downloading the Ethereum Client and

participating in the Ethereum network, and no permission of a central authority or body is needed to do so.

In addition, anyone can propose

a modification to the Ethereum network’s source code and then propose that the Ethereum network community support the modification.

These proposed modifications to the Ethereum network’s source code, if adopted, can lead to forks.

See risk factor “ A

“ fork ” in the Ethereum protocol could adversely affect the value of the Company ’ s shares ” .

may be subject to regulatory developments related to digital assets and digital asset markets, which could adversely affect our business,

financial condition, and results of operations.

digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital

assets are unclear in certain respects, it is possible that regulators in the United States or foreign countries may interpret or apply

existing laws and regulations in a manner that adversely affects the price of digital assets.

federal government, states, regulatory

agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions,

that could materially impact the price of digital assets or the ability of individuals or institutions such as us to own or transfer

digital assets.

January 23, 2025, President Trump issued an executive order titled “ Strengthening American Leadership in Digital Financial Technology ”

(the “Executive Order”) aimed at supporting “the responsible growth and use of digital assets, blockchain technology

and related technologies across all sectors of the economy.” The Executive Order also established an interagency working group

that is tasked with “proposing a Federal regulatory framework governing the issuance and operation of digital assets” in

the United States.

Pursuant to this Executive Order, the working group released a report in July 2025 outlining the administration’s

recommendations to Congress and various agencies reflecting the administration’s “pro-innovation mindset toward digital assets

and blockchain technologies.” In particular, the report recommends that Congress enact legislation regarding self-custody of digital

assets, clarifying the applicability of Bank Secrecy Act obligations with respect to digital asset service providers, granting the Commodities

Futures Trading Commission (the “CFTC”) authority to regulate spot markets in non-security digital assets, prohibiting the

adoption of a central bank digital currency (“CBDC”), and clarifying tax laws as relevant to digital assets.

the report recommends that agencies reevaluate existing guidance on digital asset activities, use existing authorities to enable the

trading of digital assets at the federal level, embrace DeFi, launch or relaunch digital asset innovation efforts, and promote U.S.

sector leadership in the responsible development of cross-border payments and financial markets technologies, among others.

have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset

The Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”) was passed by the U.S.

House of Representatives

on July 17, 2025, and, as of the date of this report, remains pending before the Senate.

In addition, also in July 2025, the Guiding

and Establishing National Innovation for U.S.

Stablecoins Act of 2025 (the “GENIUS Act”) became the first federal law specifically

regulating the issuance, custody and other stablecoin-related matters in the United States.

If enacted, the CLARITY Act would establish

a federal framework for the regulation of certain digital asset markets and digital asset trading platforms in the United States.

is difficult to predict whether, or when, as a result of these developments, Congress will grant additional authorities to the SEC or

other regulators, what the nature of such additional authorities might be, how additional legislation and/or regulatory oversight might

impact the ability of digital asset markets to function, the willingness of financial and other institutions to continue to provide services

to the digital assets industry, or how any new regulations or changes to existing regulations might impact the value of digital assets

generally and ETH held by the Company specifically.

The consequences of increased federal regulation of digital assets and digital asset

activities could have a material adverse effect on our business, results of operations, financial condition, and prospects, as well as

the market price of ETH, which in turn could adversely affect the market price of our listed securities.

availability of spot ETPs for ETH and other digital assets may adversely affect the market price of our listed securities.

ETH and other digital assets have experienced a surge of investor attention since ETH was invented in 2015, until recently, investors

in the United States had limited means to gain direct exposure to ETH through traditional investment channels, and instead generally

were only able to hold ETH through “hosted” wallets provided by digital asset service providers or through “unhosted”

wallets that expose the investor to risks associated with loss or hacking of their private keys.

Given the relative novelty of digital

assets, general lack of familiarity with the processes needed to hold ETH directly, as well as the potential reluctance of financial

planners and advisers to recommend direct ETH holdings to their retail customers because of the manner in which such holdings are custodied,

some investors have sought exposure to ETH through investment vehicles that hold ETH and issue shares representing fractional undivided

interests in their underlying ETH holdings.

These vehicles, which were previously offered only to “accredited investors”

on a private placement basis, have in the past traded at substantial premiums to net asset value, possibly due to the relative scarcity

of traditional investment vehicles providing investment exposure to ETH.

we are an operating company, and we believe we offer a different value proposition than an ETH investment vehicle, such as a spot ETH

ETP, investors may nevertheless view our Common Stock as an alternative to an investment in an ETP and choose to purchase shares of a

spot ETP instead of our Common Stock.

They may do so for a variety of reasons, including if they believe that ETPs offer a “pure

play” exposure to ETH that is generally not subject to federal income tax at the entity level as we are, or the other risk factors

applicable to an operating business, such as ours.

a result of the foregoing factors, availability of spot ETPs for ETH and other digital assets could have a material adverse effect on

the market price of our listed securities.

historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to

our ETH and LsETH holdings.

historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding

or selling significant amounts of ETH and LsETH.

price of ETH has historically been highly volatile and subject to dramatic price fluctuations.

Because we intend to purchase additional

ETH in future periods and increase our overall holdings of ETH, we expect that the proportion of our total assets represented by our

ETH holdings will increase in the future.

As a result, and in particular due to our adoption of ASU 2023-08 and use of the fair value

method for accounting for digital ETH assets, volatility in our earnings may be significantly more than what we experienced in prior

The LsETH token is relatively new and the market

for LsETH may be subject to manipulation, limited transparency, inconsistent pricing sources and episodic illiquidity.

The price information

available in the market may not reflect executable prices or sufficient market depth and there can be no assurance that we would be able

to sell our LsETH at the quoted market price, or at all.

Because changes in the fair value of digital assets may impact earnings,

limitations in market liquidity or pricing reliability for LsETH could increase volatility in our reported results.

In addition, the

market infrastructure supporting LsETH remains nascent, and future developments in protocol mechanics, exchange support or regulatory

oversight may materially impact pricing, liquidity and valuation methodologies.

Accordingly, the market value amounts reported for LsETH may

not reflect the amount that could ultimately be realized upon redemption or sale, and actual realizable values could materially differ.

shift towards an ETH-focused treasury strategy requires substantial changes in our day-to-day operations and exposes us to significant

operational risks.

shift towards an ETH-focused treasury strategy, including staking, restaking, liquid staking and other decentralized finance activities,

exposes us to significant operational risks.

ETH involves holding a certain amount of ETH in a smart contract and running a piece of software known as a validator.

are randomly selected to propose a new block of transactions to be added to the Ethereum blockchain.

When an Ethereum participant

attempts a transaction, that participant is required to pay a minimum “gas” fee.

A participant can opt to pay an

additional fee to ensure that its transaction is added to the blockchain more quickly.

These fees are denominated in ETH.

validator chosen to propose a block will (when that block is successfully confirmed by the other validator nodes) receive the gas

fees for all transactions in the block (known as “execution layer rewards”).

In addition, the Ethereum blockchain

automatically issues ETH as rewards to validators who successfully propose a block, known as “consensus layer rewards.”

The Ethereum network also automatically imposes penalties on validators that experience downtime or that propose incorrect blocks.

These penalties are known as “slashing” and will reduce the number of ETH that are “staked” to the validator

we currently do not operate any validators, we may choose to operate our own validator services, or we may seek to continue to “delegate”

our ETH to third party validation service providers.

When we choose to use a third-party validation service, we share our staking rewards

with that third-party validator, but that third-party validator may have more sophisticated technology which would enable those rewards

to be greater.

In either case of operating our own validators or utilizing third-party validators, staking increases the risk of loss

of ETH, including through slashing penalties and through increasing vulnerabilities to hacking in the staking smart contracts.

also need to maintain uptime to maximize their rewards.

Further, the ETH ecosystem rapidly evolves, with frequent upgrades and protocol

changes that may require significant adjustments to our operational setup.

The upgrades and protocol changes may require that we incur

unanticipated costs, and it could cause temporary service disruptions.

Technical failures or operational errors could impact our ability

to obtain ETH rewards or gas fees, which could result in our failure to meet our financial projections.

ETH is also subject to lock-up periods during which it cannot be withdrawn or sold.

This lack of liquidity could limit our ability to

respond to market changes or our financial needs.

We could engage in other DeFi activities with liquid staking tokens.

While we anticipate

that the price of other ETH-related digital assets, such as liquid staking tokens, will correlate to ETH itself, there is a possibility

that prices will diverge.

This could especially happen if the validators deployed with a smart contract are subject to slashing penalties,

in which case we may be able to withdraw fewer ETH than we originally deposited.

of these operational risks could materially and adversely affect our ability to execute our ETH treasury management strategy and may

prevent us from realizing positive returns and could severely hurt our financial condition.

ETH holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us

to the same extent as cash and cash equivalents.

Historically,

the ETH market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign

currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation,

compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and

decentralized network.

During times of market instability, we may not be able to sell our ETH at favorable prices or at all.

a number of ETH trading venues temporarily halted deposits and withdrawals in 2022, although the Coinbase exchange (our principal market

for ETH) has, to date, not done so.

As a result, our ETH holdings may not be able to serve as a source of liquidity for us to the same

extent as cash and cash equivalents.

Further, ETH we hold with our custodians do not enjoy the same protections as are available to cash

or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the

Securities Investor Protection Corporation.

Additionally, we may be unable to enter into term loans or other capital raising transactions

collateralized by our unencumbered ETH or otherwise generate funds using our ETH holdings, including during times of market instability

or when the price of ETH has declined significantly.

If we are unable to sell our ETH, enter into additional capital raising transactions,

including capital raising transactions using ETH as collateral, or otherwise generate funds using our ETH holdings, or if we are forced

to sell our ETH at a significant loss, in order to meet our working capital requirements, our business and financial condition could

be negatively impacted.

plan to purchase additional digital assets using primarily proceeds from equity and debt financings, but we may be unable to obtain such

financings on favorable terms.

ability to achieve the objectives of our digital asset acquisition strategy depends in significant part on our ability to obtain equity

and debt financing.

The terms of debt or equity securities that we issue may require us to make periodic payments to the holders of those

If we are unable to obtain equity or debt financing on favorable terms or at all, we may not be able to successfully execute

on our digital asset acquisition strategy.

ability to obtain equity or debt financing may in turn depend on, among other factors, the value of our digital asset holdings, investor

sentiment and the public perception of ETH and other digital assets, our strategy and our value proposition.

Accordingly, a significant

decline in the market value of our digital asset holdings, our inability to monetize our ETH through staking, decentralized finance or

other yield-generating activities, or a negative shift in these other factors may create liquidity and credit risks, as such a decline

or such shifts may adversely impact our ability to secure sufficient equity or debt financing.

constitutes the vast bulk of assets on our balance sheet.

If we are unable to secure equity or debt financing in a timely manner, on

favorable terms, or at all, we may be required to sell ETH to satisfy our financial obligations, and we may be required to make such

sales at prices below our cost basis or that are otherwise unfavorable.

Any such sale of ETH may have a material adverse effect on our

operating results and financial condition and could impair our ability to secure additional equity or debt financing in the future.

inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our ETH in amounts

and at prices sufficient to satisfy our financial obligations, including any debt service and cash dividend obligations, could cause

us to default under such obligations.

Any default on our future indebtedness or any newly issued preferred stock could have a material

adverse effect on our financial condition.

Such actions could cause significant variation in our operating results.

are also volatility risks related to stablecoins, which are designed to have a relatively stable price relative to an underlying physical

asset, most commonly a fiat currency, such as U.S.

dollars, or an exchange-traded commodity.

The stability of a stablecoin results from

the underlying assets backing the stablecoin that are held by the stablecoin’s issuer in reserve accounts, among other factors

such as the ability of a holder to redeem the stablecoin from its issuer at par.

The issuers of certain stablecoins currently retain

broad discretion to determine the composition and amounts of assets held in the issuers’ accounts backing those stablecoins, and

to substitute assets other than the fiat currency that is initially deposited.

The composition of backing assets varies considerably

across popular stablecoins, with some stablecoins backed entirely by off-chain assets including cash or short-term, highly liquid assets,

and others backed by assets significantly less liquid than cash or cash equivalents.

For example, Circle, which issues USDC, reports

that it holds cash and short-term cash equivalents to back its USDC stablecoins.

We regularly transact in and hold stablecoins.

December 31, 2025, USDC is the only stablecoin that we held.

A lack of applicable law and regulation has afforded discretion to certain

stablecoin issuers to determine the composition and amounts of assets backing those stablecoins.

There is a risk that an issuer may be

unable to liquidate enough backing assets if it were to face mass redemptions of its stablecoin, which could cause the price of the stablecoin

to deviate from the price of the underlying fiat currency or other asset with which the stablecoin is designed to align in price.

extreme cases, such as a request to immediately redeem all or substantially all of a particular stablecoin in circulation, even stablecoins

backed by reserves comprised primarily of cash and cash equivalents may be subject to instability or an inability of the stablecoin issuer

to meet all redemption requests, as the market for short-dated U.S.

government obligations might not be sufficiently price stable.

participants have increasingly shown concern about the actual underlying liquidity and reserves for dollar stablecoins such as USDC.

For example, according to reports, Circle had more than $3 billion of its USDC reserve funds on deposit at Silicon Valley Bank (“SVB”)

which became temporarily inaccessible when SVB was placed into FDIC receivership in March 2023.

Although these funds were ultimately

made available, concerns related to Circle’s access to these funds caused USDC to temporarily fall below its $1.00 peg, and the

total market capitalization of USDC decreased following this temporary depegging.

If a stablecoin issuer were to fail to honor its redemption

obligations, this could undermine public confidence in stablecoins and in digital assets more broadly, which could have a widespread

impact on the crypto economy, causing the prices of other stablecoins and digital assets to become more volatile.

in stablecoins, operational issues with stablecoins (for example, technical issues that prevent settlement), concerns about the sufficiency

of any reserves that support stablecoins, or regulatory concerns about stablecoin issuers or intermediaries, such as crypto asset spot

markets, that support stablecoins, could have a significant impact on the global digital asset market and may adversely affect our business.

stablecoins purport to be backed by underlying reserve assets, a fundamental issue in the event of the bankruptcy or insolvency of the

issuer of a given stablecoin is which party possesses beneficial ownership of the underlying reserve assets:

the holder of the stablecoin,

or the issuer.

If a particular stablecoin were structured in a manner that entitles its holder only to a contractual right to payment

from the issuer (even if such payments are to be derived from the underlying assets), then the assets underlying the stablecoins may

be considered to be the property of the issuer’s bankruptcy estate, such that all of the issuer’s creditors would be entitled

to their pro rata share of such assets, with the stablecoin holder being treated as an unsecured creditor of the issuer.

In such an event,

if the issuer were to have insufficient funds or assets to satisfy the claims of its creditors, then the holder of a stablecoin would

likely receive only a partial recovery, and not the full purported value of its stablecoin holdings.

Conversely, if a particular stablecoin

were structured in a manner that entitles its holder to absolute beneficial ownership of the underlying reserve assets, whereby the issuer

holds bare legal title to the underlying assets but has no beneficial interest or property rights in such assets, then the holders would

likely have a stronger claim on the underlying assets in the event of a bankruptcy or insolvency of the issuer.

However, due to the novelty

of stablecoins, courts have not yet considered the treatment of underlying reserve assets in the context of a bankruptcy or insolvency

of a stablecoin issuer, and there can be no certainty as to a court’s determination in such circumstances.

incur significant costs as a result of operating as a public reporting company, and our management is required to devote substantial

time to regulatory compliance initiatives.

a public reporting company, we incur significant legal, accounting and other expenses not otherwise incurred by a private company.

addition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC, have imposed, and will continue to impose requirements

on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance

Our management and other personnel continue to devote a substantial amount of time to these compliance initiatives.

these rules and regulations have increased our legal and financial compliance costs and have made some activities more time consuming

we are unable to recruit or retain skilled personnel, or if we lose the services of our Chairman of the Board of Directors and/or our

Chief Executive Officer, and Chief Financial Officer, our business, operating results, and financial condition could be materially adversely

future success depends on our continuing ability to attract and retain highly skilled personnel.

Competition for employees is intense.

We may not be able to retain our current key employees or attract, train, and retain other highly skilled personnel in the future.

for qualified employees in the technology industry has historically been high.

Our future success also depends in large part on the continued

service of Joseph Lubin, our Chairman of the Board of Directors, Joseph Chalom as Chief Executive Officer of the Company, and Robert

DeLucia, Chief Financial Officer of the Company.

If we lose the services of Messrs.

Lubin, Chalom or DeLucia, or if we are unable to

attract, train and retain the highly skilled personnel we need, our business, operating results and financial condition could be materially

adversely impacted.

Common Stock has traded below the value of the digital assets we hold and may trade at a discount to the value of the digital assets

in the future.

Common Stock, par value $0.0001 per share has, and may in the future, trade at a discount to the value of our holdings of ETH and ETH-related

digital assets, to the extent investors view our Common Stock as providing exposure to ETH and ETH-related digital assets.

This may occur

due to the rise in other traditional investment vehicles providing exposure to digital assets, including ETH, as well as the increase

in the number of investors who may wish to purchase digital assets, including ETH, directly, among other reasons.

For example, the SEC

has recently provided guidance that will allow broker-dealers to custody digital assets on behalf of investors.

The SEC has also rescinded

Staff Accounting Bulletin 121 which, by forcing public companies to include on their balance sheets digital assets custodied on behalf

of third parties, effectively prevented publicly traded banks from providing digital asset custodial services.

Any movement of investor

funds to such other sources, or a change in the market’s perception of digital asset treasury vehicles or in investor sentiment

generally, could result in a decrease in price of our Common Stock and may impair our ability to engage in future financings.

market price of our Common Stock may be volatile and subject to significant fluctuations.

market price of our Common Stock may be highly volatile and could fluctuate significantly in response to a number of factors, many of

which are beyond our control.

These factors include, among others, changes in the market price of digital assets held by the Company,

developments in digital asset markets, regulatory actions or announcements relating to digital assets, changes in investor sentiment

toward digital asset-related companies, variations in our financial results, announcements regarding strategic transactions and general

market and economic conditions.

As a result, investors may experience substantial losses, and the market price of our Common Stock may

not reflect the Company’s underlying asset value or operating performance at any given time.

issuances of equity securities could dilute existing stockholders.

may issue additional shares of Common Stock or other equity-linked securities in the future to raise capital, pursue strategic transactions

or for other corporate purposes.

Any such issuances could result in dilution to existing stockholders, reduce the relative ownership

interest of existing investors, and adversely affect the market price of our Common Stock.

The timing, size and terms of any future equity

issuances will depend on market conditions and other factors, and there can be no assurance that such issuances will be favorable to

existing stockholders.

capital stock structure and potential future financings may increase stock price volatility.

Company has utilized, and is expected to continue to utilize, equity financings to fund its operations and digital asset treasury strategy.

Equity financings, including public offerings, private placements or other capital-raising transactions, may increase trading volume

and price volatility in our Common Stock.

In addition, the perception that such financings may occur could place downward pressure on

the market price of our Common Stock.

ownership or the issuance of shares to strategic investors could influence matters requiring stockholder approval.

a small number of stockholders or strategic investors acquire a significant ownership position in the Company, those stockholders may

have the ability to exert substantial influence over matters requiring stockholder approval, including the election of directors, approval

of mergers or other significant transactions and other corporate actions.

Such concentration of ownership could discourage potential

investors or limit the ability of other stockholders to influence corporate governance matters.

absence of dividends may limit the return on an investment in our Common Stock.

have not paid cash dividends on our Common Stock and do not currently intend to pay dividends in the foreseeable future.

intends to retain any available funds to support its operations, digital asset treasury activities and strategic initiatives.

investors seeking cash dividends may find our Common Stock less attractive, and any return on investment will depend primarily on appreciation

in the market price of our Common Stock.

in our organizational documents and under applicable law could discourage or delay a change of control.

provisions of our certificate of incorporation, bylaws and applicable state law may have the effect of discouraging, delaying or preventing

a change in control of the Company that stockholders may consider favorable.

These provisions may limit the ability of stockholders to

replace management, approve certain transactions or influence corporate governance matters, and could reduce the likelihood that stockholders

would receive a premium for their shares in connection with a change of control.

securities analysts or investors do not continue to view the Company as an attractive investment, the trading price of our Common Stock

could decline.

trading market for our Common Stock depends in part on the interest of securities analysts, institutional investors and retail investors.

If analysts cease coverage of the Company, issue unfavorable reports or if investors perceive the Company’s strategy or execution

to be less attractive, the market price and trading volume of our Common Stock could decline.

active trading market for our Common Stock may not be sustained.

our Common Stock is publicly traded, an active trading market may not be sustained.

Limited trading volume may contribute to increased

price volatility and may make it difficult for stockholders to sell their shares at or near desired prices or at times of their choosing.

and Technology Risks

we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our ETH,

or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our ETH and

our financial condition and results of operations could be materially adversely affected.

All of the ETH and ETH-related digital assets we own is held in custody accounts at institutional-grade digital asset custodians.

breaches and cyberattacks are of particular concern with respect to our ETH and ETH-related digital assets.

ETH and other blockchain-based

cryptocurrencies and the entities that provide services to participants in the ETH ecosystem have been, and may in the future be, subject

to security breaches, cyberattacks, or other malicious activities.

A successful security breach or cyberattack could result in:

partial or total loss of our ETH and ETH-related digital assets in a manner that may not be covered by insurance or the liability

provisions of the custody agreements with the custodians who hold our ETH and ETH-related digital assets;

to our reputation and brand;

disclosure of data and violations of applicable data privacy and other laws;

regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.

any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that

operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader

blockchain ecosystem or in the use of the Ethereum network to conduct financial transactions, which could negatively impact us.

upon systems across a variety of industries, including industries related to ETH, are increasing in frequency, persistence, and sophistication,

and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors.

techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets),

disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized

or detected until after they have been launched against a target.

These attacks may occur on our systems or those of our third-party

service providers or partners.

We may experience breaches of our security measures due to human error, malfeasance, insider threats,

system errors or vulnerabilities or other irregularities.

Threats can come from a variety of sources, including criminal hackers, hacktivists,

state-sponsored intrusions, industrial espionage, and insiders.

In addition, certain types of attacks could harm us even if our systems

are left undisturbed.

For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of

time, or until launched against a target and we may not be able to implement adequate preventative measures.

The risk of cyberattacks

could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts,

including potential proliferation of malware into systems unrelated to such conflicts.

Any future breach of our operations or those of

others in the ETH industry, including third-party services on which we rely, could materially and adversely affect our business.

ETH treasury management strategy exposes us to risk of non-performance by providers and counterparties.

ETH treasury management strategy exposes us to the risk of non-performance by providers and counterparties, whether contractual or

Risk of non-performance includes inability or refusal of a provider or counterparty to perform because of a deterioration

in the counterparty’s financial condition and liquidity or for any other reason.

For example, our execution partners,

custodians, or other counterparties might fail to perform in accordance with the terms of our agreements with them, which could

result in a loss of ETH and/or LsETH, a loss of the opportunity to generate funds, or other losses.

primary provider risk with respect to our ETH and ETH-related digital assets are custodian performance obligations under the various

custody arrangements we have entered into.

In particular, we are reliant on our custodial relationships and agreements with Anchorage

Digital Bank N.A.

and its affiliates, as well as Coinbase Inc.

and its affiliates.

Any failures of our custodians to perform could have

an impact on our business, prospects, financial condition and operating results.

In addition, in the event of a termination of one or

more of our custody agreements, the Company would be required to contract with an alternative custodian at terms and conditions that

may not be as favorable as our current custody agreements.

series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies

operating in the digital asset industry have highlighted the perceived and actual counterparty and provider risk applicable to digital

asset ownership and trading.

Although these bankruptcies, closures and liquidations have not resulted in any loss or misappropriation

of our ETH and ETH-related digital assets, nor have such events adversely impacted our access to our ETH and ETH-related digital assets,

legal precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse to our interests in

the event one or more of our custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar

all of our custodians are subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership

or similar insolvency proceeding, no assurance can be provided that our custodially-held ETH and ETH-related digital assets will not

become part of the custodian’s insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency

Additionally, if we pursue any strategies to create income streams or otherwise generate funds using our ETH and ETH-related

digital assets holdings, we may become subject to additional counterparty risks.

Any significant non-performance by providers and counterparties,

including in particular the custodians with which we custody substantially all of our ETH and ETH-related digital assets, could have

a material adverse effect on our business, prospects, financial condition and operating results.

custodians ’ digital asset insurance may not be sufficient to make us whole in the event of any loss of ETH.

of the date of this filing, the insurance that covers losses of our ETH holdings may cover none or only a small fraction of the value

of the entirety of our ETH holdings, and there can be no guarantee that such insurance will be maintained as part of the custodial services

we have or that such coverage will cover losses with respect to our ETH.

The insurance policies maintained by our custodians are shared

among all of such custodian’s customers and are not specific to us and may not be available or sufficient to protect us as a result.

Moreover, our use of custodians exposes us to the risk that the ETH our custodians hold on our behalf could be subject to insolvency

proceedings and we could be treated as a general unsecured creditor of the custodian, inhibiting our ability to exercise ownership rights

with respect to such ETH.

Any loss associated with such insolvency proceedings is unlikely to be covered by any insurance coverage we

maintain related to our ETH.

The legal framework governing digital asset ownership and rights in custodial or insolvency contexts remains

uncertain and continues to evolve, which could result in unexpected losses, protracted recovery processes or adverse treatment in insolvency

Cybersecurity

incidents and other issues related to our information systems, technology and data may affect us materially and adversely.

Cybersecurity

incidents and cyberattacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency

in the future.

The digital asset industry is a particular target for cybersecurity incidents, which may occur through intentional or

unintentional acts by individuals or groups having authorized or unauthorized access to our systems or our clients’ or counterparties’

information, which may include confidential information.

These individuals or groups include employees, vendors and customers, as well

The information and technology systems used by us and our service providers, and other third parties, are vulnerable to damage

or interruption from, among other things:

hacking, ransomware, malware and other computer viruses;

denial of service attacks;

computer and telecommunication failures;

phishing attacks;

infiltration by unauthorized persons;

security breaches;

by their respective professionals;

power outages;

and catastrophic events such as fires, tornadoes, floods, hurricanes and

It is difficult or impossible to defend against every risk being posed by changing technologies, as well as criminals’

intent to commit cybercrime, and these efforts may not be successful in anticipating, preventing, detecting or stopping attacks, or reacting

in a timely manner.

The increasing sophistication and resources of cybercriminals and other non-state threat actors and increased actions

by nation-state actors make it difficult to keep up with new threats and could result in a breach of security.

Such threats may see their

frequency increased, and effectiveness enhanced, by the use of artificial intelligence.

Further, cybersecurity risks may be heightened

as a result of ongoing global conflicts such as the Russia-Ukraine conflict or the ongoing Israel-Hamas conflict.

Additionally, we cannot

guarantee that our insurance coverage would be sufficient to cover any such losses.

the extent the operation of our systems relies on our third-party service providers, through either a connection to, or an integration

with, third parties’ systems, the risk of cybersecurity attacks and loss, corruption, or unauthorized access to or publication

of our information or the confidential information and personal data of customers and employees may increase.

Third-party risks may include

insufficient security measures, data location uncertainty, and the possibility of data storage in inappropriate jurisdictions where laws,

security measures or other controls may be inadequate or in which there are uncertainties regarding governmental intervention and use

of such data, and our ability to monitor our third-party service providers’ data security practices are limited.

Although we generally

have agreements relating to cybersecurity and data privacy in place with our third-party service providers, they are limited in nature

and we cannot guarantee that such agreements will prevent the accidental or unauthorized access to or disclosure, loss, destruction,

disablement or encryption of, use or misuse of or modification of data (including personal data) or enable us to obtain adequate or any

reimbursement from our third-party service providers in the event we should suffer any such incidents.

Due to applicable laws and regulations

or contractual obligations, we may be held responsible for any information security failure or cybersecurity attack attributed to our

vendors as they relate to the information we share with them.

A vulnerability in or related to a third-party service provider’s

software or systems, a failure of our third-party service providers’ safeguards, policies or procedures, or a breach of a third-party

service provider’s software or systems could result in the compromise of the confidentiality, integrity or availability of our

systems or the data housed in our third-party solutions.

security of the information and technology systems used by us and our service providers may continue to be subjected to cybersecurity

threats that could result in material failures or disruptions in our business.

If these systems are compromised, become inoperable for

extended periods of time or cease to function properly, we or a service provider may have to make a significant investment to fix or

replace them.

The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in operations

and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating

to stockholders (and the beneficial owners of stockholders).

Such a failure could harm our reputation, subject us to legal claims and

otherwise materially and adversely affect our investment and trading strategies and our value.

face risks relating to the custody of our ETH and ETH-related digital assets, including the loss or destruction of private keys required

to access our ETH and ETH-related digital assets and cyberattacks or other data loss relating to our ETH.

hold our ETH and ETH-related digital assets with regulated custodians that have duties to safeguard our private keys.

Our custodial services

contracts do not restrict our ability to reallocate our ETH and ETH-related digital assets among our custodians, and our ETH holdings

may be concentrated with a single custodian from time to time.

In light of the significant amount of ETH and ETH-related digital assets

we hold, we will seek to engage additional custodians to achieve a greater degree of diversification in the custody of our ETH and ETH-related

digital assets as the extent of potential risk of loss is dependent, in part, on the degree of diversification.

If there is a decrease

in the availability of digital asset custodians that we believe can safely custody our ETH and ETH-related digital assets, for example,

due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States,

we may need to enter into agreements that are less favorable than our current agreements or take other measures to custody our ETH and

ETH-related digital assets, and our ability to seek a greater degree of diversification in the use of custodial services would be materially

adversely affected.

and ETH-related digital assets are controllable only by the possessor of both the unique public key and private key(s) relating to the

local or online digital wallet in which the ETH and ETH-related digital assets are held.

While the ETH blockchain ledger requires a public

key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order

to prevent a third party from accessing the ETH and ETH-related digital assets held in such wallet.

To the extent the private key(s)

for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither we nor

our custodians will be able to access the ETH and ETH-related digital assets held in the related digital wallet.

Furthermore, we cannot

provide assurance that our digital wallets, nor the digital wallets of our custodians held on our behalf, will not be compromised as

a result of a cyberattack.

ETH, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject

to security breaches, cyberattacks, or other malicious activities.

is created and transmitted through the operations of the peer-to-peer Ethereum network, a decentralized network of computers running

software following the Ethereum protocol.

If the Ethereum network is disrupted or encounters any unanticipated difficulties, the value

of Ethereum could be negatively impacted.

the Ethereum network is disrupted or encounters any unanticipated difficulties, then the processing of transactions on the Ethereum network

may be disrupted, which in turn may prevent us from depositing or withdrawing ETH and ETH-related digital assets from our accounts with

our custodian or otherwise effecting ETH and ETH-related digital assets transactions.

Such disruptions could include, for example:

price volatility of ETH;

the insolvency, business failure, interruption, default, failure to perform, security breach, or other problems

of participants, custodians, or others;

the closing of ETH trading platforms due to fraud, failures, security breaches, or otherwise;

or network outages or congestion, power outages, or other problems or disruptions affecting the Ethereum network.

addition, although we do not currently run o, digital asset validating operations can consume significant amounts of electricity,

which may have a negative environmental impact and give rise to public opinion against allowing, or government regulations restricting,

the use of electricity for validating operations.

Additionally, validators may be forced to cease operations during an electricity shortage

or power outage.

“ fork ” in the Ethereum protocol could adversely affect the value of the Company ’ s

in the Ethereum protocol may lead to disruptions, security risks or declines in ETH value and therefore the value of the Company’s

Common Stock.

A “fork” occurs when a change to the Ethereum network’s source code creates two incompatible versions

of the blockchain, resulting in separate networks.

Forks may be planned (e.g., upgrades to the Ethereum protocol like the Merge or Dencun)

or unplanned (e.g., due to software bugs or validator disagreement).

Planned forks are designed to improve performance or introduce new

features, but they may introduce bugs, security vulnerabilities or unexpected economic consequences.

Unplanned forks can arise from client

software inconsistencies or protocol failures, causing network instability or fragmentation.

In either case, forks may result in operational

outages, user confusion, replay attacks and reduced validator participation, all of which could undermine confidence in the Ethereum

network and adversely affect the price of ETH.

Our ETH and ETH-related digital assets holdings, staking activities and related treasury

strategy could be materially negatively impacted in the event of such a fork.

technology may expose us to sanctioned or blocked persons or may result in unintentional or inadvertent violations of economic sanctions

and anti-money laundering laws and regulations.

are subject to the rules enforced by the Office of Foreign Assets Control of the U.S.

Department of the Treasury (“OFAC”),

including prohibitions on conducting direct or indirect business with persons named on, or owned by persons named on, OFAC’s various

sanctions lists, including the Specially Designated Nationals and Blocked Persons list (“SDN List”).

We are also prohibited

from direct or indirect dealings with persons located, organized, or resident in jurisdictions subject to comprehensive U.S.

sanctions (as of today, Cuba, Iran, North Korea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s

Republic, and the Crimea region of Ukraine), and may be prohibited from dealing with persons in other jurisdictions subject to targeted

sanctions such as Venezuela, Russia, and Belarus.

sanctions compliance obligations apply to all U.S.

persons and cover transactions in digital assets.

sanctions authorities and law

enforcement have, in recent years, directed significant attention to sanctions compliance among the digital assets industry.

OFAC has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service providers

to the SDN List, and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or

significantly curtailed the operations of several smaller digital asset exchanges associated with Russian and/or North Korean nationals.

of the pseudonymous nature of blockchain transactions and decentralized applications, we may inadvertently and without knowledge, directly

or indirectly engage in transactions with or for the benefit of prohibited persons under U.S.

sanctions regulations, especially when

engaging in DeFi activities where it may be impossible for us to determine the identity of our counterparties.

OFAC may impose civil

penalties for sanctions violations on a “strict liability” basis, meaning we may be held responsible for transacting with

prohibited parties even if we have no knowledge that a particular counterparty is a prohibited person under U.S.

sanctions regulations.

In addition, we may be subject to non-U.S.

economic sanctions laws and regulations to the extent we conduct activity within the jurisdiction

of other sanctions regimes, including those of the European Union and United Kingdom.

and other governmental authorities have significant discretion in the interpretation and enforcement of U.S.

economic sanctions laws

and regulations.

Moreover, economic sanctions laws and regulations continue to evolve, often with little or no notice, which could raise

operational or compliance challenges.

If it is determined that we have transacted with prohibited persons under U.S.

sanctions regulations,

even inadvertently, this could result in substantial reputational harm, fines or penalties, and costs associated with governmental inquiries

and investigations.

Despite our compliance efforts and activities we cannot assure compliance by our employees or representatives for

which we may be held responsible, and any or all of the foregoing could have a material adverse effect on our business, prospects, operations

or financial condition.

addition, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities

or fund criminal or terrorist activities.

This misuse, or the perception of such misuse, could lead to greater regulatory oversight of

ETH and ETH platforms, and there is the possibility that law enforcement agencies could close or blacklist ETH platforms or other ETH-related

infrastructure with little or no notice and prevent users from accessing or retrieving ETH held via such platforms or infrastructure.

have recently implemented policies and procedures reasonably designed to promote compliance with applicable anti-money laundering laws

and regulations and take care to only acquire our ETH through entities subject to anti-money laundering regulation and related compliance

rules in the United States, if we are found to have purchased any of our ETH from bad actors that have used ETH to launder money or otherwise

engage in illicit financial activity, we may be subject to regulatory proceedings and further transactions or dealings in ETH may be

restricted or prohibited.

in the governance of a digital asset network or protocol may not receive sufficient support from users and validators, which may negatively

affect that digital asset network ’ s or protocol ’ s ability to grow and respond to challenges.

governance of some digital asset networks and protocols, such as the Ethereum Network, is generally by voluntary consensus and open competition.

For such networks and protocols, there may be a lack of consensus or clarity on that network’s or protocol’s governance,

which may stymie such network’s or protocol’s utility, adaptability and ability to grow and face challenges.

The foregoing

notwithstanding, the underlying software for some digital asset networks and protocols, such as the Ethereum Network, is informally or

formally managed or developed by a group of core developers that propose amendments to the relevant network’s or protocol’s

Core developers’ roles may evolve over time, generally based on self-determined participation.

If a significant majority

of users and validators were to adopt amendments to a decentralized network based on the proposals of such core developers, such network

would be subject to new source code that may adversely affect the value of the relevant digital asset.

As a result of the foregoing,

it may be difficult to find solutions or marshal sufficient effort to overcome any future problems, especially long-term problems, on

digital asset networks.

the digital asset award or transaction fees for recording transactions on the Ethereum Network are not sufficiently high to incentivize

validators, or if certain jurisdictions continue to limit or otherwise regulate validating activities, validators may cease expanding

validating power or demand high transaction fees, which could negatively impact the value of Ether and the value of our Common Stock.

2021, the Ethereum Network implemented the EIP-1559 upgrade.

EIP-1559 changed the methodology used to calculate transaction fees paid

to Ether validators (then called “miners”) in such a manner that reduced the total net issuance of Ether fees paid to miners.

If the digital asset awards for validating blocks or the transaction fees for recording transactions on the Ethereum Network are not

sufficiently high to incentivize validators, validators may cease validating blocks and confirmations of transactions on the Ethereum

Network could be slowed.

For example, the realization of one or more of the following risks could materially adversely affect the value

of our Common Stock:

If the profit margins of digital asset validating operations are not sufficiently high, digital asset validators are more likely to immediately

sell digital assets earned by validating, resulting in an increase in liquid supply of that digital asset, which would generally tend

to reduce that digital asset’s market price.

A reduction in digital assets staked by validators on the Ethereum Network could increase the likelihood of a malicious actor or botnet

obtaining control.

See “ If a malicious actor or botnet obtains control of more than 33% of the validating power on the Ethereum

Network, or otherwise obtains control over the Ethereum Network through its influence over core developers or otherwise, such actor or

botnet could manipulate the Ethereum Network to adversely affect the value of our Common Stock .”

Validators have historically accepted relatively low transaction confirmation fees on most digital asset networks.

If validators demand

higher transaction fees for recording transactions on the Ethereum Network or a software upgrade automatically charges fees for all transactions

on the Ethereum Network, the cost of using ETH and ETH-related digital assets may increase and the demand for ETH and ETH-related digital

assets may correspondingly decrease.

Alternatively, validators could collude in an anti-competitive manner to reject low transaction

fees on the Ethereum Network and force users to pay higher fees, thus reducing the attractiveness of the Ethereum Network.

Higher transaction

confirmation fees resulting through collusion or otherwise may adversely affect the attractiveness of the Ethereum Network, the value

of ETH and ETH-related digital assets and the value of our Common Stock.

To the extent that any validators cease to record transactions that do not include the payment of a transaction fee in validated blocks

or do not record a transaction because the transaction fee is too low, such transactions will not be recorded on the Ethereum blockchain

until a block is validated by a validator who does not require the payment of transaction fees or is willing to accept a lower fee.

widespread delays in the recording of transactions could result in a loss of confidence in the Ethereum Network.

During the course of ordering transactions and validating blocks, validators may be able to prioritize certain transactions in return

for increased transaction fees, an incentive system known as “Maximal Extractable Value” or MEV.

For example, in blockchain

networks that facilitate DeFi protocols in particular, such as the Ethereum Network, users may attempt to gain an advantage over other

users by increasing offered transaction fees.

Certain software solutions have been developed which facilitate validators in capturing

MEV produced by these increased fees.

The MEV incentive system may lead to an increase in transaction fees on the Ethereum Network, which

may diminish its use.

Users or other stakeholders on the Ethereum Network could also view the existence of MEV as unfair manipulation

of decentralized digital asset networks, and refrain from using DeFi protocols or the Ethereum Network generally.

In addition, it’s

possible regulators or legislators could enact rules which restrict the use of MEV, which could diminish the popularity of the Ethereum

Network among users and validators.

Any of these or other outcomes related to MEV may adversely affect the value of Ether and the value

of our Common Stock.

asset networks face significant scaling challenges and efforts to increase the volume and speed of transactions may not be successful.

digital asset networks face significant scaling challenges due to the fact that public, permissionless blockchains generally face a tradeoff

between security and scalability.

One means through which digital asset networks that utilize public, permissionless blockchains achieve

security is decentralization, meaning that no intermediary is responsible for securing and maintaining these systems.

For example, a

greater degree of decentralization of a public, permissionless blockchain generally means a given digital asset network is less susceptible

to manipulation or capture.

In practice, this typically means that every single node on a given digital asset network is responsible

for securing the system by processing every transaction and maintaining a copy of the entire state of the network.

As a result, a digital

asset network that utilizes a public, permissionless blockchain may be limited in the number of transactions it can process by the computing

capabilities of each single fully participating node.

As of 2025, the Ethereum Network’s base layer typically processed transactions

at rates in the tens of thousands per second, with actual throughput varying based on gas usage and network demand.

Broader ecosystem

throughput, including Layer-2 rollups, reached daily averages of more than 300 transactions per second in late 2025.

Network capacity

has increased materially since 2021 through successive protocol upgrades, including the Merge (September 2022), Dencun (March 2024),

Pectra (May 2025), and Fusaka (December 2025), which expanded data availability and improved scalability for Layer-2 networks.

developers are actively researching and testing scalability solutions for public blockchains that do not necessarily result in lower

levels of security or decentralization, such as off-chain payment channels and Layer 2 networks.

Off-chain payment channels would allow

parties to transact without requiring the full processing power of a blockchain.

Layer 2 networks can increase the scalability of a blockchain

by allowing users to transact on a second blockchain deployed on top of a “Layer 1” network.

However, such off-chain channels

and Layer 2 networks only periodically use the Ethereum Network, reducing the demand for ETH as gas fees.

corresponding increases in throughput lag behind growth in the use of digital asset networks, average transaction fees and settlement

times may increase considerably.

Increased transaction fees and decreased settlement speeds could preclude certain uses for Ether (e.g.,

micropayments), and could reduce demand for, and the price of, ETH and ETH-related digital assets, which could adversely impact the value

of our Common Stock.

However, reduced gas fees could signal lower demand for ETH and ETH-related digital assets.

is no guarantee that any of the mechanisms in place or being explored for increasing the scale of settlement or throughput of Ethereum

Network transactions will be effective, or how long these mechanisms will take to become effective, which could adversely impact the

value of our Common Stock.

a malicious actor or botnet obtains control of more than 33% of the validating power on the Ethereum Network, or otherwise obtains control

over the Ethereum Network through its influence over core developers or otherwise, such actor or botnet could manipulate the Ethereum

Network to adversely affect the value of our Common Stock.

networked systems are vulnerable to various types of attacks.

As with any computer network, the Ethereum Network could be attacked.

example, following the “Merge” to transition the Ethereum Network from a proof-of-work consensus mechanism to a proof-of-stake

consensus mechanism and the switch to proof-of-stake validation, the Ethereum Network is currently vulnerable to several types of attacks,

“ >33% attack ” where, if a malicious actor, validator, botnet (a volunteer or hacked collection of computers controlled

by networked software coordinating the actions of the computers) or group of validators acting in concert were to gain control of more

than 33% of the total staked ETH on the Ethereum Network, a malicious actor could temporarily impede or delay block confirmation or even

cause a temporary fork in the blockchain.

This is designed to be a temporary risk, as the Ethereum Network’s inactivity leak would

be expected to eventually penalize the attacker enough for the chain to finalize again (i.e., the honest majority would be expected to

reclaim 2/3rd stake as the attacker’s stake is penalized).

Moreover, it is not believed that a 33% attack would allow a malicious

actor to engage in double-spending or fraudulent block propagation.

Even without 33% control, a malicious actor or botnet could create

a flood of transactions in order to slow down the Ethereum Network.

“ >50% attack ” where, if a malicious actor, validator, botnet (a volunteer or hacked collection of computers controlled

by networked software coordinating the actions of the computers) or group of validators acting in concert were to gain control of more

than 50% of the total staked ETH on the Ethereum Network, a malicious actor would be able to manipulate transactions on the blockchain,

including censoring transactions, double-spending and fraudulent block propagation, potentially for an extended period or even permanently.

In theory, the minority non-attackers might reach social consensus to reject blocks proposed by the malicious majority attacker, reducing

the attacker’s ability to engage in malicious activity, but there can be no assurance this would happen or that non-attackers would

be able to coordinate effectively.

To the extent that such malicious actor or botnet did not yield its control of the validating power

on the Ethereum Network or the Ethereum community did not reject the fraudulent blocks as malicious, reversing any changes made to the

blockchain may not be possible.

“ >66% attack ” where, if a malicious actor, validator, botnet (a volunteer or hacked collection of computers controlled

by networked software coordinating the actions of the computers) or group of validators acting in concert were to gain control of more

than 66% of the total staked ETH on the Ethereum Network, a malicious actor could permanently and irreversibly manipulate the blockchain,

including censorship, double-spending and fraudulent block propagation.

Although the malicious actor or botnet may not be able to generate

new tokens or transactions using such control, it could “double-spend” its own tokens (i.e., spend the same tokens in more

than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintained control (over 50%).

The attacker could finalize their preferred chain without any consideration for the votes of other stakers and could also revert finalized

an example from another network, in August 2020, the Ethereum Classic Network, a proof-of-work network, was the target of two double-spend

attacks by an unknown actor or actors that gained more than 50% of the processing power of the Ethereum Classic Network.

resulted in reorganizations of the Ethereum Classic Blockchain that allowed the attacker or attackers to reverse previously recorded

transactions in excess of over $5.0 million and $1.0 million.

addition, in May 2019, the Bitcoin Cash network, a proof-of-work network, experienced a >50% attack when two large mining pools reversed

a series of transactions in order to stop an unknown miner from taking advantage of a flaw in a then-recent Bitcoin Cash protocol upgrade.

Although this particular attack was arguably benevolent, the fact that such coordinated activity was able to occur may have negatively

impacted perceptions of the Bitcoin Cash network.

Although the two attacks described above took place on proof-of-work-based networks,

it is possible that a similar attack may occur on the Ethereum Network, which could negatively impact the value of ETH and the value

of our Common Stock.

there are no known reports of malicious control of the Ethereum Network, if groups of coordinating or connected ETH holders that together

have more than 33% of outstanding ETH were to stake that ETH and run validators, they could exert authority over the validation of ETH

transactions.

This risk is heightened if a substantial amount of the validating power on the network falls within the jurisdiction of

a single governmental authority and is significantly heightened if over 66% falls within such a jurisdiction.

If network participants,

including the core developers and the administrators of validating pools, do not act to ensure greater decentralization of Ethereum Network

validators, the feasibility of a malicious actor obtaining control of the validating power on the Ethereum Network will increase, which

may adversely affect the value of our Common Stock.

malicious actor may also obtain control over the Ethereum Network through its influence over core developers by gaining direct control

over a core developer or an otherwise influential programmer.

The less the Ethereum ecosystem grows, the greater the possibility that

a malicious actor may be able to maliciously influence the Ethereum Network in this manner.

Moreover, it is possible that a group of

Ether holders that together control more than a substantial amount of outstanding Ether are in fact part of the initial or current core

developer group, or are otherwise influential members of the Ethereum community.

To the extent that the initial or current core developer

groups also control higher than a threshold of outstanding Ether necessary for an attack, as some believe, the risk of this particular

group of users causing the Ethereum Network to adopt updates to the core protocol that this particular group wants to be implemented

will be even greater, and should this materialize, it may adversely affect the value of our Common Stock.

asset networks are developed by a diverse set of contributors and the perception that certain high-profile contributors will no longer

contribute to the network could have an adverse effect on the market price of the related digital asset.

asset networks and related protocols are often developed by a diverse set of contributors, but are also often developed by identifiable

and high-profile contributors.

The perception that certain high-profile contributors may no longer contribute to the applicable digital

asset network or protocol may have an adverse effect on the market price of any related digital assets.

For example, in June 2017, an

unfounded rumor circulated that Ethereum protocol developer Vitalik Buterin had died.

Following the rumor, the price of Ether decreased

approximately 20% before recovering after Buterin himself dispelled the rumor.

Some have speculated that the rumor led to the decrease

in the price of ETH.

In the event a high-profile contributor to the Ethereum Network, such as Vitalik Buterin, is perceived as no longer

contributing to the Ethereum Network due to death, retirement, withdrawal, incapacity or otherwise, whether or not such perception is

valid, it could negatively affect the price of ETH, which could adversely impact the value of our Common Stock.

to the unregulated nature and lack of transparency surrounding the operations of many ETH trading venues, ETH trading venues may experience

greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which

may result in a loss of confidence in ETH trading venues and adversely affect the value of our ETH and ETH-related digital assets.

trading venues are relatively new and, in many cases, unregulated.

Furthermore, there are many ETH trading venues which do not provide

the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance.

As a result, the marketplace may lose confidence in ETH trading venues, including prominent exchanges that handle a significant volume

of ETH trading and/or are subject to regulatory oversight, in the event one or more ETH trading venues cease or pause for a prolonged

period the trading of ETH or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational

Marketing Business Risks and the Industries We Serve

rely on our relationships with sportsbooks and online casino gaming operators and any loss of existing relationships or failure to renew

or expand existing relationships may cause loss of a competitive advantage or require us to modify, limit or discontinue certain offerings,

which could materially and adversely affect our affiliate marketing business, financial condition, results of operations and prospects.

rely on relationships with online sports betting bookmakers and casino gaming operators, and the future success of our business may depend,

in part, on our ability to obtain, retain and expand such relationships.

Our arrangements with these partners may not continue to be

available to us on commercially reasonable terms, or at all.

In addition, the industries we operate in are highly competitive.

It is common for multiple competitors to provide services to clients simultaneously and we expect this to continue.

In the event we lose existing arrangements or cannot renew and expand existing arrangements, we may be required to discontinue or limit our offerings or services, which could materially and adversely affect our financial condition and business operation.

SharpLink operates in a competitive market and may lose clients and relationships to both existing and future competitors.

The market for performance marketing services is competitive and rapidly changing.

The online sports betting and casino gaming industries are particularly competitive and fast growing.

Competition in these markets may increase further if economic conditions or other circumstances cause consumer bases and consumer spending to decrease and service providers to compete for fewer consumer resources.

Our existing and future competitors have, or may in the future have or obtain, greater name recognition, larger customer bases, better technology or data, lower prices, exclusive or better access to data, greater user traffic or greater financial, technical or marketing resources than we have.

Our competitors may be able to undertake more effective marketing campaigns, obtain more data, adopt more aggressive pricing policies, make more attractive offers to potential employees, subscribers, sports betting and casino gaming operators, sub-affiliate partners and content providers or may be able to respond more quickly to new or emerging technologies or changes in user requirements.

If our competitors develop more advanced and effective performance marketing solutions before we do, our business and profitability could be materially and adversely affected.

If we are unable to maintain or develop relationships with sportsbooks and online casino gaming operators, our revenues will fail to grow or may even decline, in each case having a material adverse effect on our business, financial condition, results of operations and prospects.

SharpLink ’ s business may be materially and adversely affected if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards and changing regulatory requirements, or if we do not invest in product development and provide services that are attractive to our partners.

Our future business and financial success will depend on our ability to continue to anticipate the needs of our partners or potential clients in order to successfully introduce new and upgraded performance marketing products and services.

To be successful, SharpLink must be able to quickly adapt to changes in technology, industry standards and regulatory requirements by continually enhancing and/or expanding our technology, services and solutions.

Developing new services and upgrades to services, as well as integrating and coordinating current services, imposes burdens on our staff and management.

These processes are costly and time intensive, and our efforts to develop, integrate and enhance our products and services may not be successful.

In addition, successfully scaling up and launching and selling a new or upgraded product or service puts additional strain on our sales and marketing resources.

Investing resources towards increasing the depth of our coverage within existing markets imposes additional burdens on our personnel and capital resources.

If we are unable to manage our expansion efforts effectively, in obtaining greater market share or in obtaining widespread adoption of our current or future products and services, we may not be able to offset the expenses associated with the launch and marketing of the new or upgraded services, which could have a material adverse effect on our financial results.

If we are unable to develop new or upgraded products and services or decide to combine, shift focus from, or phase out a product or service, then our clients may choose a competitive product or service over us, our revenues may decline, and our ability to achieve or maintain profitability may be reduced.

If we incur significant costs in developing new or upgraded services or combining and coordinating existing services, if we are not successful in marketing and selling these new services or upgrades, or if our partners fail to accept these new or combined and coordinating services, then there could be a material adverse effect on our results of operations, and we may never achieve profitability.

If we eliminate or phase out a product or service and we are not able to offer and successfully market and sell alternative products or services, our revenues may decrease, which could have a material adverse effect on our results of operations.

Our ability to effectively monitor and respond to the rapid and ongoing developments and expectations relating to environmental, social and governance matters, including related social expectations and concerns, may impose unexpected costs or results in reputational or other harm that could have a material adverse effect on our business.

There is an increasing focus from certain investors, employees, regulators, listing exchanges and other stakeholders concerning corporate responsibility and sustainability matters, specifically related to environmental, social and governance (“ESG”) factors.

Some investors and investor advocacy groups may use these factors to guide investment strategies and, in some cases, investors may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate.

Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance, and a variety of organizations currently measure the performance of companies on such ESG topics, and the results of these assessments are widely publicized.

Investors, particularly institutional investors, use these ratings to benchmark companies against their peers, and major institutional investors have publicly emphasized the importance of ESG measures to their investment decisions.

Topics taken into account in such assessments include, among others, companies’ efforts and impacts on climate change and human rights, ethics and compliance with law, diversity and the role of companies’ board of directors in supervising various sustainability issues.

In light of investors’ increased focus on ESG matters, if we are perceived as lagging with respect to ESG initiatives, these investors may engage with us to improve ESG disclosures or performance and may also make voting decisions, or take other actions, to hold us and our Board accountable.

In addition, there are rapid and ongoing developments and changing expectations relating to ESG matters, and the criteria by which our corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria.

If we elect not to or are unable to adequately recognize and respond to such developments and governmental, societal, investor and consumer expectations relating to such ESG matters, we may miss corporate opportunities, become subject to additional scrutiny or incur unexpected costs.

We may face risk of litigation or reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies.

We may also face reputational damage if we are unable to achieve an acceptable ESG or sustainability rating from third-party rating services.

A low ESG or sustainability rating by a third-party rating service could also result in the exclusion of our Common Stock from consideration by certain investors who may elect to invest with our competitors instead.

Ongoing focus on corporate responsibility matters by investors and other parties as described above may impose additional costs or expose us to new risks.

Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business, financial condition or results of operations, including the sustainability of our business over time, and could cause the market value of our Common Stock to decline.

Further, our emphasis on ESG issues may not maximize short-term financial results and may yield financial results that conflict with the market’s expectations.

We may in the future make business decisions that may reduce our short-term financial results if we believe that the decisions are consistent with our ESG goals, which we believe will improve our financial results over the long term.

These decisions may not be consistent with the short-term expectations of our stockholders and may not produce the long-term benefits that we expect, in which case our business, financial condition and results of operations could be harmed.

The loss or significant reduction in business from one or more of our large partners could materially and adversely affect our business, financial condition and results of operations.

A material portion of our revenue is concentrated in some of our largest partners, and we do not have long-term contracts that require these partners to continue to use our services.

Our revenue growth depends on our ability to obtain new partners and achieve and sustain a high level of renewal rates with respect to our existing partners.

Failure to achieve one or more of these objectives could have a material adverse effect on our business, financial condition and operating results.

SharpLink ’ s operations are subject to seasonal fluctuations that may impact results of operations and cash flow.

Although the sporting calendar is year-round, there is seasonality in sporting events that may impact our operations and operations of sports leagues, sports media organizations, casinos and sports betting bookmakers.

Certain sports only hold events during portions of the calendar year, such as the NFL, which plays games in the fall and winter months.

Sports off-seasons cause decreases in our revenues and revenues of our clients, and factors such as playoffs, championships or similar events are unknown and may not yield consistent sources of revenue for us and our clients.

Further, our revenue and the revenue of our partners may also be affected by the scheduling of major sporting events that do not occur annually, such as the Olympics or World Cup, or the cancellation or postponement of sporting events and races, such as postponements which resulted from the COVID-19 pandemic.

Such fluctuations and uncertainties may have a material adverse effect on our future financial condition or results of operation.

Our business and operating results and operating results of our clients and vendors may be significantly impacted by general economic, political and social conditions, pandemics, wars or terrorist activity, severe weather events and other natural disasters, and the health of the sports, entertainment and sports betting industries.

Our business and operating results and the business and operating results of our clients and vendors are subject to global economic conditions and their impact on levels of consumer spending.

Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global sports, entertainment and sports betting industries, and may have a material adverse effect on our business and financial condition and the business and financial condition of our clients, business partners and vendors.

or international economies experience another recession or any of the relevant regional or local economies suffer a continued downturn, we may experience a material adverse effect on our business, financial condition, results of operations and prospects.

Adverse developments affecting financial markets and economies throughout the world, including fluctuation in stock markets resulting from, among other things, trends in the economy as a whole, a general tightening of availability of credit, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, increased energy costs, acts of war or terrorism, transportation disruptions, severe weather events and other natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines or volatility in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, may further reduce spending on sporting events, sports betting and marketing services and may negatively affect the sports, entertainment and sports betting industries.

Any one of these developments could have a material adverse effect on our business, financial condition, results of operations and prospects.

We depend on a limited number of customers for a substantial portion of our Affiliate Marketing Services , and the loss of customers, unfavorable changes to terms in customer contracts or unfavorable changes in the markets served by our customers due to geopolitical, regulatory or other facts could materially and adversely affect our revenue, profitability and financial condition.

Our Affiliate Marketing Services business segment generates revenue by delivering a broad base of players to casino gaming operators, which are our customers.

The loss of any of our key operators, or a significant reduction in sales or contracted rates to any key operator, or unfavorable changes in contracts with operators due to geopolitical, regulatory or other factors, could significantly reduce our revenue, margins and earnings and adversely affect our business.

WPT Global, an operator, is our largest customer, comprising approximately 39% of our Affiliate Marketing Services segment’s revenue for the year ended December 31, 2024.

The contract with this customer requires a nominal notice period to terminate the contract.

If notice were provided, our revenues would decline from then-current net gaming revenue rates to approximately one-third the then-current rate.

The impact to gross margin percentage would be a similar reduction to that of revenue percentage as we pay our sub-affiliates based on a percentage of the then-current net gaming revenue and any reduction in our revenue would be a corresponding reduction in our cost of revenue.

This customer also has the unilateral right to cease offering services in the markets in which it operates, which would result in the loss of revenue to us.

In response to a removal of service offerings in various markets, our Affiliate Marketing Services segment has the ability to market our user base to other operators who continue to offer service to the various markets.

If we are required to change service providers, we expect to incur switching costs, which could include lost revenues during the transition period and additional player promotions to incentive players to migrate to a new platform once the platform previously used is no longer available.

Our recruitment and retention of qualified personnel and key employees, including members of our senior management team, are vital to growing our businesses and meeting our business plans.

The loss of any of our key executives or other key employees could harm our business.

We depend on a limited number of key employees to manage and operate our businesses.

We believe a significant portion of our success is owed to our Chairman and CEO, Rob Phythian, and his longstanding relationships with sports leagues, sports media companies and fantasy sports companies.

The leadership of Mr.

Phythian and our other current executive officers and key employees has been critical and the departure of Mr.

Phythian or any one of our other executive officers or other key employees, or other extended or permanent loss of any of their services, or any negative market or industry perception with respect to any of them or their loss, could have a material adverse effect on our businesses.

We may not be able to attract or retain such highly qualified personnel in the future, and we do not expect that we will be able to replace their longstanding industry relationships.

In addition, the loss of employees or the inability to hire qualified personnel that are knowledgeable regarding the sports betting and online casino gaming industries could result in significant disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.

The sports betting and online gaming industries require specific knowledge that is not easily transferable from other industries and finding suitable replacements for specialized roles can be challenging in a limited talent pool.

The prevailing tight labor market in the United States has also made hiring more difficult and the costs of hiring more expensive, including for technical workers.

If we do not succeed in attracting, hiring and integrating qualified personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and our business, financial condition, results of operations and prospects could be materially and adversely affected.

In addition, the effects of inflation of compensation and related employee costs may have a material adverse effect on our financial condition and results of operations.

SharpLink has acquired, and in the future may acquire or merge with, other businesses.

Our business may suffer if we are unable to successfully integrate acquired businesses into us or otherwise manage the growth associated with multiple acquisitions.

As part of our growth strategy, we have made, and intend to continue to pursue, strategic investment opportunities, mergers and acquisitions as opportunities arise to add new or complementary businesses, products, brands or technologies.

In some cases, the costs of the Company’s strategic investments, mergers and acquisitions may be substantial, including as a result of professional fees and due diligence efforts.

There is no assurance that the time and resources expended on pursuing a particular acquisition will result in a completed transaction, or that any completed transaction will ultimately be successful.

In addition, we may be unable to identify suitable acquisition or strategic investment opportunities or may be unable to obtain any required financing or regulatory approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at all.

We may decide to pursue strategic investment opportunities, acquisitions or mergers with which our investors may not agree, and we cannot assure investors that any strategic investment, acquisition or investment will be successful or otherwise provide a favorable return on investment.

In addition, mergers and acquisitions and the integration thereof require significant time and resources and place significant demands on our management, as well as on our operational and financial infrastructure.

In addition, if we fail to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these mergers or acquisitions into our Company, our business could be seriously harmed.

Mergers and acquisitions may expose us to operational challenges and risks, including, but not limited to:

the ability to profitably manage acquired businesses or successfully integrate the acquired businesses’ operations, personnel, financial reporting, accounting and internal controls, technologies and products with our business;

increased indebtedness and the expense of integrated acquired businesses, including significant regulatory, administrative, operational, economic and geographic challenges in managing and integrating the expanded or combined operations;

entry into jurisdictions or acquisition of products or technologies with which we have limited or no prior experience, and the potential of increased competition with new or existing competitors as a result of such acquisitions;

the ability to fund our capital needs and any cash flow shortages that may occur if anticipated revenue is not realized or delayed, whether by general economic or market conditions, or unforeseen internal difficulties;

the ability to retain or hire qualified personnel for expanded operations.

SharpLink’s strategic investment, merger and acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close transactions.

Moreover, issuing common or preferred stock, or other securities, to fund an acquisition would cause economic dilution to existing shareholders.

Risks Related to Legal Matters and Regulations Affecting SharpLink ’ s Business

We and our partners are subject to complex laws and regulations, which are subject to change and interpretation, and which could subject us to claims or otherwise harm us and our clients.

Any change in existing regulations or their interpretation, or the regulatory climate and requirements applicable to us or our partners ’ businesses, could have a material adverse impact on our business, prospects, financial condition and results of operations.

SharpLink and our partners are generally subject to laws and regulations relating to sports betting, online gaming, affiliate marketing and advertising in the jurisdictions in which SharpLink and our partners conduct our respective businesses, as well as the general laws and regulations that apply to all e-commerce and online businesses, such as those related to privacy and personal information, tax and consumer protection.

The laws and regulations applicable to SharpLink and our clients vary from one jurisdiction to another and may be affected by, among other things, political pressures and changes in legislative or governmental priorities.

Some jurisdictions have introduced regulations attempting to restrict or prohibit sports betting, online gaming and advertising, while others have taken the position that sports betting or online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable sports betting or online gaming in their jurisdictions.

There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our businesses and/or the businesses of our clients.

In addition, future regulatory action, court decisions or other governmental action may have a material impact on SharpLink and/or our clients’ operations and financial results.

Governmental authorities could view SharpLink, or our clients, as having violated applicable laws or regulations, despite SharpLink or our clients’ efforts to obtain and maintain compliance with all applicable licenses or approvals.

There are also risks that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities or incumbent providers, or private individuals, could be initiated against SharpLink, our partners, Internet service providers, payment processors, advertisers and others involved in the sports betting and online gaming industries.

Changes in applicable law and other regulatory, court or other proceedings could prohibit or impose significant restrictions being imposed upon SharpLink or our business partners.

These events could also involve substantial and unexpected compliance and litigation expense, penalties, fines, seizure of assets and injunctions, while diverting the attention of our management team.

Any such proceedings or any change in laws or regulations or their interpretation applicable to SharpLink or our partners could have a material adverse effect on our business, prospects, financial condition and results of operations.

Failure to obtain or maintain the required regulatory approvals and licenses in the various jurisdictions that SharpLink operates or intends to operate, whether individually or collectively, could have a material adverse effect on our business.

We are currently licensed and/or authorized to operate in 18 U.S.

states, the District of Columbia, Puerto Rico and Ontario, Canada where legislation has been adopted permitting online sports betting.

Any of the Company’s licenses to operate legally in the industry could be revoked, suspended or conditioned at any time.

common for multiple competitors to provide services to clients simultaneously and we expect this to continue.

In the event we lose existing

arrangements or cannot renew and expand existing arrangements, we may be required to discontinue or limit our offerings or services,

which could materially and adversely affect our financial condition and business operation.

operate in a competitive market and may lose clients and relationships to both existing and future competitors.

market for performance marketing services is competitive and rapidly changing.

The online sports betting and casino gaming industries

are particularly competitive and fast growing.

Competition in these markets may increase further if economic conditions or other circumstances

cause consumer bases and consumer spending to decrease and service providers to compete for fewer consumer resources.

Our existing and

future competitors have, or may in the future have or obtain, greater name recognition, larger customer bases, better technology or data,

lower prices, exclusive or better access to data, greater user traffic or greater financial, technical or marketing resources than we

Our competitors may be able to undertake more effective marketing campaigns, obtain more data, adopt more aggressive pricing policies,

make more attractive offers to potential employees, subscribers, sports betting and casino gaming operators, sub-affiliate partners and

content providers or may be able to respond more quickly to new or emerging technologies or changes in user requirements.

If our competitors

develop more advanced and effective performance marketing solutions before we do, our business and profitability could be materially

and adversely affected.

If we are unable to maintain or develop relationships with sportsbooks and online casino gaming operators, our

revenues will fail to grow or may even decline, in each case having a material adverse effect on our business, financial condition, results

of operations and prospects.

affiliate marketing business may be materially and adversely affected if we are unable to keep pace with or adapt to rapidly changing

technology, evolving industry standards and changing regulatory requirements, or if we do not invest in product development and provide

services that are attractive to our partners.

future business and financial success of our affiliate marketing segment will depend on our ability to continue to anticipate the needs

of our partners or potential clients in order to successfully introduce new and upgraded performance marketing products and services.

To be successful, we must quickly adapt to changes in technology, industry standards and regulatory requirements by continually enhancing

and/or expanding our technology, services and solutions.

Developing new services and upgrades to services, as well as integrating and

coordinating current services, imposes burdens on our staff and management.

These processes are costly and time intensive, and our efforts

to develop, integrate and enhance our products and services may not be successful.

In addition, successfully scaling up and launching

and selling a new or upgraded product or service puts additional strain on our sales and marketing resources.

Investing resources towards

increasing the depth of our coverage within existing markets imposes additional burdens on our personnel and capital resources.

are unable to manage our expansion efforts effectively, in obtaining greater market share or in obtaining widespread adoption of our

current or future products and services, we may not be able to offset the expenses associated with the launch and marketing of the new

or upgraded services, which could have a material adverse effect on our financial results.

we are unable to develop new or upgraded products and services or decide to combine, shift focus from, or phase out a product or service,

then our clients may choose a competitive product or service over us, our revenues may decline, and our ability to achieve or maintain

profitability may be reduced.

If we incur significant costs in developing new or upgraded services or combining and coordinating existing

services, if we are not successful in marketing and selling these new services or upgrades, or if our partners fail to accept these new

or combined and coordinating services, then there could be a material adverse effect on our results of operations, and we may never achieve

profitability.

If we eliminate or phase out a product or service and we are not able to offer and successfully market and sell alternative

products or services, our revenues may decrease, which could have a material adverse effect on our results of operations.

affiliate marketing operations are subject to seasonal fluctuations that may impact results of operations and cash flow.

the sporting calendar is year-round, there is seasonality in sporting events that may impact our operations and operations of sports

leagues, sports media organizations, casinos and sports betting bookmakers.

Certain sports only hold events during portions of the calendar

year, such as the NFL, which plays games in the fall and winter months.

Sports off-seasons cause decreases in our revenues and revenues

of our clients, and factors such as playoffs, championships or similar events are unknown and may not yield consistent sources of revenue

for us and our clients.

Further, our revenue and the revenue of our partners may also be affected by the scheduling of major sporting

events that do not occur annually, such as the Olympics or World Cup, or the cancellation or postponement of sporting events and races,

such as postponements which resulted from the COVID-19 pandemic.

Such fluctuations and uncertainties may have a material adverse effect

on our future financial condition or results of operation.

depend on a limited number of customers for a substantial portion of our affiliate marketing services and the loss of customers, unfavorable

changes to terms in customer contracts or unfavorable changes in the markets served by our customers due to geopolitical, regulatory

or other facts could materially and adversely affect our revenue, profitability and financial condition.

Affiliate Marketing business segment generates revenue by delivering a broad base of players to casino gaming operators, which are our

The loss of any of our key operators, or a significant reduction in sales or contracted rates to any key operator, or unfavorable

changes in contracts with operators due to geopolitical, regulatory or other factors, could significantly reduce our revenue, margins

and earnings and adversely affect our business.

WPT Global, an operator, is our largest customer, comprising approximately 48% of our

Affiliate Marketing Services segment’s revenue for the year ended December 31, 2025.

The contract with this customer requires a

nominal notice period to terminate the contract.

If notice were provided, our revenues would decline from then-current net gaming revenue

rates to approximately one-third the then-current rate.

impact to gross margin percentage would be a similar reduction to that of revenue percentage as we pay our sub-affiliates based on a

percentage of the then-current net gaming revenue and any reduction in our revenue would be a corresponding reduction in our cost of

This customer also has the unilateral right to cease offering services in the markets in which it operates, which would result

in the loss of revenue to us.

In response to a removal of service offerings in various markets, our Affiliate Marketing Services segment

has the ability to market our user base to other operators who continue to offer service to the various markets.

If we are required to

change service providers, we expect to incur switching costs, which could include lost revenues during the transition period and additional

player promotions to incentive players to migrate to a new platform once the platform previously used is no longer available.

and our sports betting and iGaming partners are subject to complex laws and regulations, which are subject to change and interpretation,

and which could subject us to claims or otherwise harm us and our clients.

Any change in existing regulations or their interpretation,

or the regulatory climate and requirements applicable to us or our partners ’ businesses, could have a material adverse

impact on our business, prospects, financial condition and results of operations.

and our partners are generally subject to laws and regulations relating to sports betting, online gaming, affiliate marketing and advertising

in the jurisdictions in which we and our partners conduct our respective businesses, as well as the general laws and regulations that

apply to all e-commerce and online businesses, such as those related to privacy and personal information, tax and consumer protection.

The laws and regulations applicable to us and our clients vary from one jurisdiction to another and may be affected by, among other things,

political pressures and changes in legislative or governmental priorities.

Some jurisdictions have introduced regulations attempting

to restrict or prohibit sports betting, online gaming and advertising, while others have taken the position that sports betting or online

gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable sports

betting or online gaming in their jurisdictions.

can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant

to our businesses and/or the businesses of our clients.

In addition, future regulatory action, court decisions or other governmental

action may have a material impact on our and/or our clients’ operations and financial results.

Governmental authorities could view

us, or our clients, as having violated applicable laws or regulations, despite our or our clients’ efforts to obtain and maintain

compliance with all applicable licenses or approvals.

There are also risks that civil and criminal proceedings, including class actions

brought by or on behalf of prosecutors or public entities or incumbent providers, or private individuals, could be initiated against

us, our partners, Internet service providers, payment processors, advertisers and others involved in the sports betting and online gaming

Changes in applicable law and other regulatory, court or other proceedings could prohibit or impose significant restrictions

being imposed upon us or our business partners.

These events could also involve substantial and unexpected compliance and litigation

expense, penalties, fines, seizure of assets and injunctions, while diverting the attention of our management team.

Any such proceedings

or any change in laws or regulations or their interpretation applicable to us or our partners could have a material adverse effect on

our business, prospects, financial condition and results of operations.

to obtain or maintain the required regulatory approvals and licenses in the various jurisdictions that we operate or intend to operate,

whether individually or collectively, could have a material adverse effect on our business.

are currently licensed and/or authorized to operate in 29 U.S.

states, the District of Columbia, Puerto Rico and Ontario, Canada where

legislation has been adopted permitting online sports betting.

Any of the Company’s licenses to operate legally in the industry

could be revoked, suspended or conditioned at any time.

Any of our future license applications may also be denied or conditioned.

The loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause us to cease offering some or all of our offerings in the impacted jurisdictions.

loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for such a license in another jurisdiction,

and any of such losses, or potential for such loss, could cause us to cease offering some or all of our offerings in the impacted jurisdictions.

As laws and regulations change, we may need to obtain and maintain licenses or registrations in additional jurisdictions.

In addition, once licensed, we may be subject to various ongoing requirements, including supervision by the respective governmental agency of certain transfers of ownership and acquisitions.

In addition, we may expand into new states and jurisdictions and will generally be required to obtain approval and licensures required by such states and jurisdictions.

once licensed, we may be subject to various ongoing requirements, including supervision by the respective governmental agency of certain

transfers of ownership and acquisitions.

addition, we may expand into new states and jurisdictions and will generally be required to obtain approval and licensures required by

such states and jurisdictions.

This is a time-consuming process that can be extremely costly.

Any delays in obtaining or difficulty in maintaining regulatory approvals or licenses needed for expansion can negatively affect our opportunities for growth, including the growth of our client base, or delay our ability to recognize revenue from our offerings in any such states and jurisdictions.

If we are unable to effectively develop and operate directly or indirectly within these new states or jurisdictions or if our competitors are able to successfully penetrate geographic jurisdictions that we cannot access or where we face other restrictions, there could be a material adverse effect on our business, operating results and financial condition.

Likewise, our failure to obtain or maintain the required regulatory approvals and licenses in the various states and jurisdictions in which we operate or intend to operate, whether individually or collectively, could have a material adverse effect on our business, prospects, financial condition and results of operations.

Future legislative and regulatory action and court decisions or other governmental action, may have a material impact on our operations and financial results.

Governmental authorities could view us as having violated local laws, despite our efforts to obtain all applicable licenses or approvals.

There is also a risk that civil and criminal proceedings, including class actions, brought by or on behalf of prosecutors or public entities or incumbent monopoly providers, or private individuals, could be initiated against us, Internet service providers, credit card and other payment processors, advertisers and others involved in the fantasy sports, sports betting and casino gaming industries.

Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon us or our licensees or other business partners, while diverting the attention of key executives.

Such proceedings could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as impact our reputation.

There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects of the sports betting or casino gaming industries (or that existing laws in those jurisdictions will not be interpreted negatively).

Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations, either as a result of our determination that a jurisdiction should be blocked, or because a local license or approval may be costly for us or our business partners to obtain and/or such licenses or approvals may contain other commercially undesirable conditions.

States also impose substantial tax rates on online sports betting and online casino gaming revenue, in addition to the federal excise tax of 25 basis points on the amount of each wager.

As most state product taxes apply to various measures of modified gross profit, tax rates, whether federal or state-based, that are higher than we expect will make it more costly and less desirable for us to launch in a given jurisdiction, while tax increases in any of our existing jurisdictions may adversely impact our profitability.

Therefore, even in cases in which a jurisdiction purports to license and regulate sports betting and/or online casino gaming, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and at times may be intended to provide incumbent operators with advantages over new licensees.

Our growth prospects depend on the legal status of real money gaming in various jurisdictions, predominantly within the United States, and legalization may not occur in as many states as we expect or may occur at a slower pace that we anticipate.

Additionally, even if jurisdictions legalize sports betting and online casino gaming, this may be accompanied by legislative or regulatory restrictions and/or taxes that make it impracticable or less attractive to operate in those jurisdictions.

The legal sports betting market in the United States has increased significantly in recent years after the U.S.

Supreme Court’s 2018 ruling that the federal restrictions on sports betting under PASPA were no longer enforceable, thus giving individual states the power to legalize sports betting.

SharpLink’s growth strategy significantly depends on additional states legalizing sports betting.

However, additional states may not adopt laws allowing sports betting as SharpLink’s management team expects.

Moreover, states that have legalized sports betting may eliminate, narrow or otherwise detrimentally change their laws allowing legal sports betting.

A failure for the legal sports betting market to expand or a contraction of the market would have a material adverse effect on SharpLink’s business, prospects, financial condition and results of operations.

SharpLink has been, and will continue to be, the subject of governmental investigations and inquiries with respect to the operation of our businesses and we could be subject to future governmental investigations and inquiries, legal proceedings and enforcement actions.

Any delays in obtaining or difficulty in

maintaining regulatory approvals or licenses needed for expansion can negatively affect our opportunities for growth, including the growth

of our client base, or delay our ability to recognize revenue from our offerings in any such states and jurisdictions.

If we are unable

to effectively develop and operate directly or indirectly within these new states or jurisdictions or if our competitors are able to

successfully penetrate geographic jurisdictions that we cannot access or where we face other restrictions, there could be a material

adverse effect on our business, operating results and financial condition.

Likewise, our failure to obtain or maintain the required regulatory

approvals and licenses in the various states and jurisdictions in which we operate or intend to operate, whether individually or collectively,

could have a material adverse effect on our business, prospects, financial condition and results of operations.

legislative and regulatory action and court decisions or other governmental action, may have a material impact on our operations and

financial results.

Governmental authorities could view us as having violated local laws, despite our efforts to obtain all applicable

licenses or approvals.

There is also a risk that civil and criminal proceedings, including class actions, brought by or on behalf of

prosecutors or public entities or incumbent monopoly providers, or private individuals, could be initiated against us, Internet service

providers, credit card and other payment processors, advertisers and others involved in the fantasy sports, sports betting and casino

gaming industries.

Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions

or other restrictions being imposed upon us or our licensees or other business partners, while diverting the attention of key executives.

Such proceedings could have a material adverse effect on our business, financial condition, results of operations and prospects, as well

as impact our reputation.

There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions

relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects of the sports betting or casino gaming

industries (or that existing laws in those jurisdictions will not be interpreted negatively).

Compliance with any such legislation may

have a material adverse effect on our business, financial condition and results of operations, either as a result of our determination

that a jurisdiction should be blocked, or because a local license or approval may be costly for us or our business partners to obtain

and/or such licenses or approvals may contain other commercially undesirable conditions.

impose significant tax rates on online sports-betting and online casino gaming revenue, and operators that accept wagers are also subject

to a federal excise tax equal to 25 basis points of the amount wagered.

As most state product taxes apply to various measures of modified

gross profit, tax rates, whether federal or state-based, that are higher than we expect will make it more costly and less desirable for

us to launch in a given jurisdiction, while tax increases in any of our existing jurisdictions may adversely impact our profitability.

Therefore, even in cases in which a jurisdiction purports to license and regulate sports betting and/or online casino gaming, the licensing

and regulatory regimes can vary considerably in terms of their business-friendliness and at times may be intended to provide incumbent

operators with advantages over new licensees.

growth prospects depend on the legal status of real money gaming in various jurisdictions, predominantly within the United States, and

legalization may not occur in as many states as we expect or may occur at a slower pace that we anticipate.

Additionally, even if jurisdictions

legalize sports betting and online casino gaming, this may be accompanied by legislative or regulatory restrictions and/or taxes that

make it impracticable or less attractive to operate in those jurisdictions.

legal sports betting market in the United States has increased significantly in recent years after the U.S.

Supreme Court’s 2018

ruling that the federal restrictions on sports betting under PASPA were no longer enforceable, thus giving individual states the power

to legalize sports betting.

Our growth strategy significantly depends on additional states legalizing sports betting.

However, additional

states may not adopt laws allowing sports betting as our management team expects.

Moreover, states that have legalized sports betting

may eliminate, narrow or otherwise detrimentally change their laws allowing legal sports betting.

A failure for the legal sports betting

market to expand or a contraction of the market would have a material adverse effect on our business, prospects, financial condition

and results of operations.

have been, and will continue to be, the subject of governmental investigations and inquiries with respect to the operation of our affiliate

marketing businesses and we could be subject to future governmental investigations and inquiries, legal proceedings and enforcement actions.

Any such investigation, inquiry, proceeding or action could adversely affect our business.

We have received formal and informal inquiries from time to time, from state government authorities and regulators, including tax authorities and gaming regulators, regarding compliance with laws and other matters;

and we may receive such inquiries in the future, particularly as we grow and expand our operations.

Violation of existing or future regulations, regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations.

In addition, it is possible that future orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to unanticipated liability or penalties, or require us to change our business practices in a manner materially adverse to our business.

SharpLink ’ s collection, storage and use of personal data are subject to applicable data protection and privacy laws, and any failure to comply with such laws may harm our reputation and business or expose SharpLink to fines and other enforcement action.

In the ordinary course of business, SharpLink collects, stores, uses and transmits certain types of information that are subject to different laws and regulations.

In particular, data security and data protection laws and regulations relating to personal and consumer information that we are, or may become subject to, often vary significantly by jurisdiction and are evolving significantly as legislators and regulators continue to grapple with policy considerations surrounding the collection and use of data.

Compliance with such data protection and privacy laws will require significant time and expense, particularly as we continue to expand our businesses across multiple jurisdictions.

For example, California has enacted the California Consumer Privacy Act, or CCPA, which became effective on January 1, 2020.

The CCPA requires new disclosures to California consumers, imposes new rules for collecting or using information, requires companies to comply with data subject access and deletion requests, and affords California consumers new abilities to opt out of certain disclosures of personal information.

It remains unclear what, if any, regulations will be implemented pursuant to the law or how it will be interpreted.

The Stop Hacks and Improve Electronic Data Security Act, otherwise known as the SHIELD Act, is a New York State bill, the data protection portions of which became effective on March 23, 2020.

The SHIELD Act requires companies to adopt reasonable safeguards to protect the security, confidentiality, and integrity of private information.

A company should implement a data security program containing specific measures, including risk assessments, employee training, vendor contracts, and timely data disposal.

The effects of the CCPA and the SHIELD Act potentially are significant and may require us and our clients to modify data collection or processing practices and policies and to incur substantial costs in an effort to comply.

In addition, the new EU-wide General Data Protection Regulation, or GDPR, became applicable on May 25, 2018, replacing the data protection laws of each EU member state.

The GDPR implemented more stringent operational requirements for processors and controllers of personal data, including, for example, expanded disclosures about what and how personal information is to be used, limitations on retention of information, increased requirements to erase an individual’s information upon request, mandatory data breach notification requirements and higher standards for data controllers to demonstrate that they have obtained valid consent from individuals to process their personal data (or reliance on another appropriate legal basis) for certain data processing activities.

It also significantly increased penalties for noncompliance, including where the Company may act as a data processor.

Although we continue to review and improve our policies and procedures with respect to data protection and privacy to ensure compliance with applicable laws, rules and regulations, if our privacy or data security measures fail to comply with applicable current or future laws and regulations, we may be subject to fines, litigation, regulatory investigations, enforcement notices requiring us to change the way we use personal data or our marketing practices, or other liabilities, such as compensation claims by individuals affected by a personal data breach, as well as negative publicity and a potential loss of business.

Compliance with data protection and privacy laws and regulations will become more complex, time intensive and costly as we grow, particularly when we begin to rely on the movement of data across national boundaries.

Reductions in discretionary consumer spending could have an adverse effect on our business, financial condition, results of operations and prospects.

Our business is particularly sensitive to reductions from time to time in discretionary consumer spending.

Demand for entertainment and leisure activities, including iGaming and online sports betting, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control.

Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment, and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our users’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as sports betting or iGaming.

have received formal and informal inquiries from time to time, from state government authorities and regulators, including tax authorities

and gaming regulators, regarding compliance with laws and other matters;

and we may receive such inquiries in the future, particularly

as we grow and expand our operations.

Violation of existing or future regulations, regulatory orders or consent decrees could subject

us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations.

In addition, it is possible that future orders issued by, or inquiries or enforcement actions initiated by, government or regulatory

authorities could cause us to incur substantial costs, expose us to unanticipated liability or penalties, or require us to change our

business practices in a manner materially adverse to our business.

in discretionary consumer spending could have an adverse effect on our business, financial condition, results of operations and prospects.

affiliate marketing business is particularly sensitive to reductions from time to time in discretionary consumer spending.

entertainment and leisure activities, including iGaming and online sports betting, can be affected by changes in the economy and consumer

tastes, both of which are difficult to predict and beyond our control.

Unfavorable changes in general economic conditions, including

recessions, economic slowdowns, sustained high levels of unemployment, and rising prices or the perception by consumers of weak or weakening

economic conditions, may reduce our users’ disposable income or result in fewer individuals engaging in entertainment and leisure

activities, such as sports betting or iGaming.

As a result, we cannot ensure that the demand for our product offerings will remain consistent.

Adverse developments affecting economies throughout the world, and particularly in the United States, including a general tightening of availability of credit, decreased liquidity in certain financial markets, inflation, increased interest rates, foreign exchange fluctuations, increased energy costs, the impact of higher tariffs or escalating trade disputes, acts of war or terrorism, transportation disruptions, natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, could lead to a reduction in discretionary spending on leisure activities.

SharpLink may face claims for data rights infringement, which could subject us to monetary damages.

Although we have generally adopted measures to avoid potential infringement of third-party data rights in the course of our operations, ownership of certain data rights is not always clear in certain jurisdictions we may operate in, particularly in “gray” jurisdictions which are presently unregulated or partially regulated.

Should we face claims for illegal data rights sources or should we inadvertently infringe on another company’s data rights in any jurisdiction, we could be subject to claims of infringement, which could be time consuming and expensive to litigate or settle, divert the attention of management and materially disrupt the conduct of our business, and we may not prevail.

Any such claims, which could include a claim for injunctive relief and damages, if successful, could have a material adverse effect on our business, prospects, financial condition and results of operations.

A portion of the operation of SharpLink ’ s Affiliate Marketing Services segment are in non-U.S.

jurisdictions, which subjects the Company to the economic, political, regulatory and other risks of international operations

We conduct business in numerous countries that carry high levels of currency, political, compliance and economic risk.

For example, we have offices in Ukraine and Israel, and the military conflict between Russia and Ukraine and the evolving conflict in the Middle East and any business interruptions or other spillover effects from such conflicts could adversely affect our operations.

Adverse developments affecting economies throughout the world, and particularly in the United States, including a general tightening

of availability of credit, decreased liquidity in certain financial markets, inflation, increased interest rates, foreign exchange fluctuations,

increased energy costs, the impact of higher tariffs or escalating trade disputes, acts of war or terrorism, transportation disruptions,

natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as

well as concerns regarding pandemics, epidemics and the spread of contagious diseases, could lead to a reduction in discretionary spending

on leisure activities.

portion of the operation of our Affiliate Marketing segment is in non-U.S.

jurisdictions, which subjects the Company to the economic,

political, regulatory and other risks of international operations .

conduct business in numerous countries that carry high levels of currency, political, compliance and economic risk.

For example, the

military conflict between Russia and Ukraine and the evolving conflict in the Middle East and any business interruptions or other spillover

effects from such conflicts could adversely affect our operations.

Operations in non-U.S.

jurisdictions can present many risks, including volatility in gross domestic product and rates of economic growth, financial and governmental instability, cultural differences and the imposition of exchange and capital controls.

Instability and uncertainties arising from the global geopolitical environment and the evolving international and domestic political, regulatory and economic landscape, including the potential for changes in global trade policies, including sanctions and trade barriers, and trends such as populism, economic nationalism and negative sentiment toward multinational companies, as well as the cost of compliance with increasingly complex and often conflicting regulations worldwide, can impair our flexibility in modifying our product offerings, marketing, hiring or other strategies for growing our businesses, as well as our ability to improve productivity and maintain acceptable operating margins.

While these factors and their impact are difficult to predict, any one or more of them could have a material adverse effect on our competitive position, results of operations, financial condition or liquidity.

We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our Company or otherwise manage the growth associated with multiple acquisitions.

As part of our business strategy, we have made, and may continue to make, strategic investments in or complete strategic acquisitions as opportunities arise to add new or complementary businesses, products, brands or technologies.

In some cases, the costs of such investments or acquisitions may be substantial, includi ng as a result of professional fees, financing costs and due diligence efforts.

There is no assurance that the time and resources expended on pursuing a particular acquisition or strategic investment opportunity will result in a completed transaction, or that any completed transaction will ultimately be successful.

In addition, the assumptions we use to evaluate investment and acquisition opportunities may not prove to be accurate, and intended benefits may not be realized.

Our due diligence investigations may fail to identify all of the issues, liabilities or other challenges associated with an acquired business, which could result in increased risk of unanticipated or unknown issues or liabilities, including with respect to privacy, competition and other regulatory matters, and our mitigation strategies for such risks that are identified may not be effective.

Further, we may be unable to identify suitable acquisition or strategic investment opportunities, or may be unable to obtain any required financing or regulatory approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at all.

We may decide to pursue acquisitions with which our investors may not agree, and we cannot assure you that any acquisition or investment will be successful or otherwise provide a favorable return on investment.

Risks Related to the Technology, Intellectual Property and Infrastructure of SharpLink ’ s Business

SharpLink ’ s failure to protect or enforce our proprietary and intellectual property rights, including our unregistered intellectual property, and the costs involved in such protection and enforcement, could harm our business, financial condition, results of operations and prospects.

We rely on trademark, trade secret, confidentiality and other intellectual property protection laws to protect our rights.

Circumstances outside our control could pose a threat to our intellectual property rights.

Effective intellectual property protection may not be available in the U.S.

jurisdictions can present many risks, including

volatility in gross domestic product and rates of economic growth, governmental taxation, financial and governmental instability, cultural

differences and the imposition of exchange and capital controls.

and uncertainties arising from the global geopolitical environment and the evolving international and domestic political, regulatory

and economic landscape, including the potential for changes in global trade policies, including sanctions and trade barriers, and trends

such as populism, economic nationalism and negative sentiment toward multinational companies, as well as the cost of compliance with

increasingly complex and often conflicting regulations worldwide, can impair our flexibility in modifying our product offerings, marketing,

hiring or other strategies for growing our businesses, as well as our ability to improve productivity and maintain acceptable operating

these factors and their impact are difficult to predict, any one or more of them could have a material adverse effect on our competitive

position, results of operations, financial condition or liquidity.

failure to protect or enforce our proprietary and intellectual property rights, including our unregistered intellectual property, and

the costs involved in such protection and enforcement, could harm our business, financial condition, results of operations and prospects.

rely on trademark, trade secret, confidentiality and other intellectual property protection laws to protect our rights.

Circumstances

outside our control could pose a threat to our intellectual property rights.

Effective intellectual property protection may not be available

or other countries in which we intend to operate our business.

Also, the efforts SharpLink has taken to protect our intellectual property rights may not be sufficient or effective, and any significant impairment of our intellectual property rights could harm our business or ability to compete.

For example, it may not always have been possible or commercially desirable to obtain registered protection for our products, databases or other technology and, in such situations, we rely on laws governing protection of unregistered intellectual property rights, confidentiality and/or contractual exclusivity of and to underlying data and technology to prevent unauthorized use by third parties.

As such, if we are unable to protect our proprietary offerings via relevant laws or contractual exclusivity, technology and features, competitors may copy them.

Also, the efforts we have taken to protect our intellectual

property rights may not be sufficient or effective, and any significant impairment of our intellectual property rights could harm our

business or ability to compete.

For example, it may not always have been possible or commercially desirable to obtain registered protection

for our products, databases or other technology and, in such situations, we rely on laws governing protection of unregistered intellectual

property rights, confidentiality and/or contractual exclusivity of and to underlying data and technology to prevent unauthorized use

by third parties.

such, if we are unable to protect our proprietary offerings via relevant laws or contractual exclusivity, technology and features, competitors

may copy them.

Additionally, protecting intellectual property rights is costly and time-consuming.

Any unauthorized use of our intellectual property or disclosure of our confidential information or trade secrets could make it more expensive to do business, thereby harming our operating results.

Furthermore, if we are unable to protect our intellectual property rights or prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished, and competitors may be able to mimic our product offerings and services more effectively.

Any of these events could seriously harm our business, financial condition, results of operations and prospects.

SharpLink may face claims for intellectual property infringement, which could subject it to monetary damages or limit SharpLink in using some of our technologies or providing certain solutions.

Although we have generally adopted measures to avoid potential infringement of third-party intellectual property rights in the course of our operations, we may not be successful in ensuring all components of our solutions have proper authorization.

Additionally, the legal position in all jurisdictions in relation to the ownership and permitted use of sports data and databases is subject to change.

This area may receive additional focus in the U.S.

after the overturning of federal restrictions on sports betting under PASPA, thus giving individual states the power to legalize sports betting.

We cannot be certain that our current uses of data from publicly available sources (including third-party websites) or otherwise, which are not known to infringe or misappropriate third-party intellectual property today, will not result in claims for infringement or misappropriation of third-party intellectual property in the future.

Intellectual property infringement claims or claims of misappropriation against us could subject us to liability for damages and restrict us from providing solutions or require changes to certain solutions and technologies.

Claims of infringement or misappropriation of a competitor’s or other third-party’s intellectual property rights, regardless of merit, could be time consuming and expensive to litigate or settle, divert the attention of our management and materially disrupt the conduct of our business, and we may not prevail.

Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions.

Any such breach could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disruption of our operations and the services we provide to clients, damage to our reputation, and a loss of confidence in our products and services, each of which could adversely affect our business, financial condition, results of operations and prospects.

The secure maintenance and transmission of information is a critical element of our operations.

Our information technology and other systems that maintain and transmit information, or the systems of third-party service providers and business partners, may be compromised by a malicious third-party penetration of our network security, or the network security of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by our employees, or the actions or inactions of a third-party service provider or business partner.

Any unauthorized use of our intellectual

property or disclosure of our confidential information or trade secrets could make it more expensive to do business, thereby harming

our operating results.

Furthermore, if we are unable to protect our intellectual property rights or prevent unauthorized use or appropriation

by third parties, the value of our brand and other intangible assets may be diminished, and competitors may be able to mimic our product

offerings and services more effectively.

Any of these events could seriously harm our business, financial condition, results of operations

and prospects.

may face claims for intellectual property infringement, which could subject it to monetary damages or limit us in using some of our technologies

or providing certain solutions.

we have generally adopted measures to avoid potential infringement of third-party intellectual property rights in the course of our operations,

we may not be successful in ensuring all components of our solutions have proper authorization.

Additionally, the legal position in all

jurisdictions in relation to the ownership and permitted use of sports data and databases is subject to change.

This area may receive

additional focus in the U.S.

after the overturning of federal restrictions on sports betting under PASPA, thus giving individual states

the power to legalize sports betting.

cannot be certain that our current uses of data from publicly available sources (including third-party websites) or otherwise, which

are not known to infringe or misappropriate third-party intellectual property today, will not result in claims for infringement or misappropriation

of third-party intellectual property in the future.

Intellectual property infringement claims or claims of misappropriation against us

could subject us to liability for damages and restrict us from providing solutions or require changes to certain solutions and technologies.

Claims of infringement or misappropriation of a competitor’s or other third-party’s intellectual property rights, regardless

of merit, could be time consuming and expensive to litigate or settle, divert the attention of our management and materially disrupt

the conduct of our business, and we may not prevail.

Any such claims, which could include a claim for injunctive relief and damages,

if successful, could have a material adverse effect on our business, prospects, financial condition and results of operations.

our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee

error, malfeasance or other disruptions.

Any such breach could result in legal claims or proceedings, liability under laws that protect

the privacy of personal information, and regulatory penalties, disruption of our operations and the services we provide to clients, damage

to our reputation, and a loss of confidence in our products and services, each of which could adversely affect our business, financial

condition, results of operations and prospects.

secure maintenance and transmission of information is a critical element of our operations.

Our information technology and other systems

that maintain and transmit information, or the systems of third-party service providers and business partners, may be compromised by

a malicious third-party penetration of our network security, or the network security of a third-party service provider or business partner,

or impacted by intentional or unintentional actions or inactions by our employees, or the actions or inactions of a third-party service

provider or business partner.

As a result, our information may be lost, disclosed, accessed or taken without consent.

We have experienced attempts to breach our systems and other similar incidents in the past.

The data industry is a particularly popular target for malware attacks.

We expect that we will continue to be subject to attempts to gain unauthorized access to or through our information systems or those we develop for our clients, including phishing attacks by computer programmers and hackers who may develop and deploy viruses, worms or other malicious software programs.

To date these attacks have not had a material impact on our operations or financial results, but we cannot provide assurance that it will not have a material impact in the future, including by overloading our systems and network and preventing our product offerings from being accessed by legitimate users through the use of ransomware or other malware.

We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information.

Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised.

We have experienced

attempts to breach our systems and other similar incidents in the past.

The data industry is a particularly popular target for malware

We expect that we will continue to be subject to attempts to gain unauthorized access to or through our information systems

or those we develop for our clients, including phishing attacks by computer programmers and hackers who may develop and deploy viruses,

worms or other malicious software programs.

To date these attacks have not had a material impact on our operations or financial results,

but we cannot provide assurance that it will not have a material impact in the future, including by overloading our systems and network

and preventing our product offerings from being accessed by legitimate users through the use of ransomware or other malware.

rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive

Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial

failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised.

In addition, websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing.

Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our websites, networks and systems;

or that we or such third parties otherwise maintain, including certain confidential information, which may subject us to fines or higher transaction fees or limit or terminate our access to such confidential information.

SharpLink and such third parties may not anticipate or prevent all types of attacks until after they have already been launched.

Further, techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers.

Furthermore, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties.

In addition, any party which can illicitly obtain a user’s password could access the user’s transaction data or personal information, resulting in the perception that our systems are insecure.

These risks may increase over time as we increase the number of clients and the complexity and number of technical systems and applications which we and our employees use.

Breaches of our security measures or those of our third-party service providers or cybersecurity incidents may result in:

unauthorized access to our sites, networks and systems;

unauthorized access to and misappropriation of information, including personally identifiable information, or the other confidential or proprietary information of SharpLink or third parties;

viruses, worms, spyware, ransomware or other malware being served from SharpLink’s sites, networks or systems;

deletion or modification of content or the display of unauthorized content on SharpLink’s sites;

Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our systems,

denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks

and similar disruptions that may jeopardize the security of information stored in or transmitted by our websites, networks and systems;

or that we or such third parties otherwise maintain, including certain confidential information, which may subject us to fines or higher

transaction fees or limit or terminate our access to such confidential information.

We and such third parties may not anticipate or prevent

all types of attacks until after they have already been launched.

Further, techniques used to obtain unauthorized access to or sabotage

systems change frequently and may not be known until launched against us or our third-party service providers.

security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees

or by third parties.

In addition, any party which can illicitly obtain a user’s password could access the user’s transaction

data or personal information, resulting in the perception that our systems are insecure.

These risks may increase over time as we increase

the number of clients and the complexity and number of technical systems and applications which we and our employees use.

our security measures or those of our third-party service providers or cybersecurity incidents may result in:

unauthorized access to

our sites, networks and systems;

unauthorized access to and misappropriation of information, including personally identifiable information,

or the other confidential or proprietary information of the Company or third parties;

viruses, worms, spyware, ransomware or other malware

being served from the our sites, networks or systems;

deletion or modification of content or the display of unauthorized content on our

interruption, disruption or malfunction of operations;

costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage;

engagement of third-party experts and consultants;

costs relating to breach remediation, deployment of additional personnel

and protection technologies, response to governmental investigations and media inquiries and coverage;

engagement of third-party experts

and consultants;

or litigation, regulatory action and other potential liabilities.

In addition, the sports betting and online gaming industries have experienced and may continue to experience social engineering, phishing, malware and similar attacks and threats of denial-of-service attacks.

In addition, the sports betting and online gaming

industries have experienced and may continue to experience social engineering, phishing, malware and similar attacks and threats of denial-of-service

To date, we have not experienced a security breach material to our business;

however, such breaches could in the future have a material adverse effect on our operations.

If any of these breaches of security should occur and be material, our reputation and brand could be damaged, our businesses may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability.

We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss.

Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We continue to devote significant resources to protect against security breaches or we may need to in the future to address problems caused by breaches, including notifying affected users and responding to any resulting litigation, which in turn, diverts resources from the growth and expansion of our business.

We use third-party open source software components and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to provide our product and service offerings.

We use software components licensed to us by third-party authors under “open source” licenses, which we refer to as Open Source Software.

Use and distribution of Open Source Software may entail greater risks than use of third-party commercial software, as licensors of Open Source Software generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the licensed code.

In addition, the public availability of Open Source Software may make it easier for others to compromise our product and service offerings.

Some licenses for Open Source Software contain requirements that we make available source code for modifications or derivative works that we create, or grant other licenses to our intellectual property, if we use such Open Source Software in certain ways.

If we combine our proprietary software with Open Source Software in a certain manner, we could, under certain licenses for Open Source Software, be required to release the source code of our proprietary software to the public.

This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages.

Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our proprietary software.

Although we periodically review our use of Open Source Software to avoid subjecting our product and service offerings to conditions we do not intend, the terms of many licenses for Open Source Software have not been interpreted by U.S.

or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on SharpLink’s ability to provide or distribute our product or service offerings.

From time to time, there have been claims challenging the ownership of Open Source Software against companies that incorporate Open Source Software into their solutions.

We could be subject to laws by parties claiming ownership of what they believes to be Open Source Software.

Moreover, we cannot assure you that our processes for controlling our use of Open Source Software in our product and service offerings will be effective.

If we are found to have breached or failed to fully comply with all the terms and conditions of an Open Source Software license, we could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our product and service offerings on terms that are not economically feasible, to find replacement software, to discontinue or delay the provision of our product and service offerings if replacement cannot be accomplished on a timely basis or to make generally available, in source code form, our proprietary software, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks Associated with Our Capital Stock

We may not regain compliance with the continued listing requirements of The Nasdaq Capital Market.

As previously reported, on July 17, 2024, the Company received a letter (the "Bid Price Deficiency Notice”) from the Nasdaq Stock Market ("Nasdaq") notifying the Company that, because the closing bid price for its common stock had been below $1.00 per share for 30 consecutive trading days, it was not compliant with the Minimum Bid Price Requirement.

In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until January 7, 2025, to regain compliance with the Minimum Bid Price Requirement.

If at any time before January 7, 2025, the closing bid price of the Company’s common stock closed at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq would provide written notification that the Company had achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved.

Further, as previously reported on our Current Report on Form 8-K filed on November 22, 2024, the Listing Qualifications Department (the “Staff”) of Nasdaq notified the Company that it did not comply with the $2.5 million minimum stockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

As a result, the Staff requested that the Company provide a plan of compliance by January 6, 2025.

O n January 8, 2025, SharpLink received a letter (the "Notice”) from the Staff indicating the Company’s continued non-compliance with the Bid Price Rule.

On February 5, 2025, the Company requested a hearing before the Nasdaq Hearing Panel (the "Panel"), which has stayed any furtherdelisting action by the Staff pending the ultimate outcome of the hearing.

The Company’s Common Stock will remain listed and eligible for trading on Nasdaq pending the ultimate conclusion of the hearing process.

The Notice from the Staff informed the Company that the Staff had determined that the Company has not regained compliance with the Minimum Bid Price Requirement and was not eligible for a second 180-day compliance period, due to the Company’s previously reported failure to comply with the $5,000,000 minimum stockholders’ equity requirement for initial listing on The Nasdaq Capital Market as required under Listing Rule 5505(b)(1).

Further, as previously reported on our Current Report on Form 8-K filed on November 22, 2024, the Staff notified the Company that it did not comply with the $2.5 million minimum stockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(a)(2).

As a result, the Staff requested that the Company provide a plan of compliance by January 6, 2025.

However, pursuant to Nasdaq Listing Rule 5810(d)(2), this deficiency became an additional basis for delisting, and as such, the Company addressed these concerns before the Panel.

We understand that the delisting action referenced in the Notice, dated January 8, 2025, has been stayed pending the issuance of a formal decision by the Panel following a hearing which was held on February 25, 2025.

At the hearing, the Company delivered he Panel with a detailed update regarding the Company’s plan to demonstrate compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.

However, there can be no assurance that the Panel will approve the compliance plan or that the Company will ultimately regain compliance with all applicable requirements for continued listing.

The market price of our securities may be volatile and may fluctuate in a way that is disproportionate to our operating performance.

Our securities may experience substantial volatility as a result of a number of factors, including, among others:

sales or potential sales of substantial amounts of our Common Stock;

announcements about us or about our competitors or new product or service introductions;

developments concerning our strategic business partners;

the loss or unanticipated underperformance of our D2P/Affiliate Marketing Services business unit;

litigation and other developments relating to our proprietary rights or those of our competitors;

conditions in the U.S.

sports betting and global online casino gaming industries;

governmental regulation and legislation;

variations in our anticipated or actual operating results;

changes in any securities analysts’ estimates of our performance, or our failure to meet analysts’ expectations;

foreign currency values and fluctuations;

overall political and economic conditions, including Russia’s invasion of Ukraine, the Israel and Palestine conflict and growing geopolitical tension with China.

Many of these factors are beyond our control.

The stock markets have historically experienced substantial price and volume fluctuations.

These fluctuations often have been unrelated or disproportionate to the operating performance of companies.

These broad market and industry factors could reduce the market price of our securities, regardless of our actual operating performance.

We do not intend to pay cash dividends.

As a result, capital appreciation, if any, will be your sole source of gain.

We intend to retain future earnings, if any, to fund the development and growth of our business.

In addition, the terms of existing and future debt agreements may preclude us from paying dividends.

As a result, capital appreciation, if any, from the sale of our Common Stock will be your sole source of gain for the foreseeable future.

We incur significant costs as a result of operating as a public reporting company, and our management is required to devote substantial time to regulatory compliance initiatives.

As a public reporting company, we incur significant legal, accounting and other expenses not otherwise incurred by a private company.

In addition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC, have imposed, and will continue to impose requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices.

Our management and other personnel continue to devote a substantial amount of time to these compliance initiatives.

Moreover, these rules and regulations have increased our legal and financial compliance costs and have made some activities more time consuming and costly.

We currently have outstanding, and we may in the future issue, instruments which are convertible into shares of Common Stock, which will result in additional dilution to our shareholders.

As of March 14, 2025, we had outstanding pre funded warrants with Alpha Capital Anstalt (“Alpha”), which are convertible into 303, 808 shares of Common Stock, as further described in ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS;

and we may need to issue similar instruments in the future.

In the event that these convertible instruments are converted into shares of outstanding Common Stock, or that we make additional issuances of other convertible or exchangeable securities, you could experience additional dilution.

Furthermore, we cannot assure you that we will be able to issue shares or other securities in any offering at a price per share that is equal to or greater than the price per share paid by investors or the then current market price.

FINRA sales practice requirements may limit a stockholder ’ s ability to buy and sell our securities.

The Financial Industry Regulatory Authority, Inc.

(“FINRA”) has adopted rules that a broker-dealer must have reasonable grounds for believing that an investment recommended to a customer is suitable for that customer.

Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for certain customers.

FINRA requirements will likely make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in the shares, resulting in fewer broker-dealers being willing to make a market in our shares, potentially reducing a stockholder’s ability to resell our securities.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, the price of our securities and trading volume could decline.

The trading market for our securities will be influenced by the research and reports that industry or securities analysts publish about us or our business.

We do not have any control over these analysts.

If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, the price of our securities could decline.

however, such breaches could in the future have

a material adverse effect on our operations.

If any of these breaches of security should occur and be material, our reputation and brand

could be damaged, our businesses may suffer, we could be required to expend significant capital and other resources to alleviate problems

caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability.

guarantee that recovery protocols and backup systems will be sufficient to prevent data loss.

Actual or anticipated attacks may cause

us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage

third-party experts and consultants.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors