What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 975 added, 763 removed, 632 unchanged (73% of the section changed)

2 unchanged sentences

thousands, except share and per share data)

March 31, 2026

December 31, 2025

Current Assets

USDC stablecoin

Accounts receivable, net of allowance for credit losses of $ 0 both periods presented

Accounts receivable, net of allowance for credit

losses of $ 0 both periods presented

Prepaid expenses and other current assets

Current assets from discontinued operations

Total current assets

1 unchanged sentence

Crypto assets at cost

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’

Current Liabilities

Accounts payable and accrued expenses

Current liabilities from discontinued operations

Total current liabilities

Long-Term Liabilities

Other long term liabilities

Total liabilities

2 unchanged sentences

Common Stock, $ 0.0001 par value;

authorized shares 2,500,000,000 ;

shares 2,500,000,000 ;

issued 221,054,539 and 198,646,255 , respectively;

1 unchanged sentence

216,983,308 and 196,707,797 respectively

Treasury stock, 1,938,458 of common stock at cost

Treasury stock, 4,071,231 of Common Stock at

Additional paid-in capital

2 unchanged sentences

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total liabilities and stockholders’

accompanying notes to these condensed consolidated financial statements

SHARPLINK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

thousands, except share and per share data)

For the Three Months Ended March 31,

the Three Months

the Six Months

Revenue from staking

Revenue from affiliate marketing

Revenue from affiliate

Total revenue

1 unchanged sentence

Realized gain on crypto assets, net

Unrealized loss on crypto assets at fair value, net

Total losses from operations, net

Unrealized loss on crypto

assets at fair value, net

Total gains (losses) from

operations, net

Operating expenses

1 unchanged sentence

Selling, general, and administrative expenses

Impairment of crypto assets at cost

Stock-based compensation, related party

Impairment of crypto assets

Total operating expenses

Operating loss

Other income (expense)

( 1,078,035 )

Interest income

Other expense

Total other income, net

Total other income

Net loss before income taxes

( 1,077,654 )

Income tax expense

Net loss from continuing operations

Net loss from discontinued operations, net of tax

$ ( 394,274 )

Numerator for net loss per share - basic and diluted:

Net loss from continuing operations

$ ( 103,423 )

Net loss from discontinued operations

$ ( 1,079,835 )

Denominator for net loss per share - basic and diluted:

Basic and diluted weighted average shares for continuing and discontinued operations

Net loss per share - basic and diluted

Net loss from continuing operations per share - basic and diluted

Net loss from discontinued operations per share – basic and diluted

Net loss per share - basic and diluted

$ ( 104,398 )

Denominator for net loss per share - basic

Basic and diluted weighted

average shares

Net loss per share -

basic and diluted

accompanying notes to these condensed consolidated financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

thousands, except share data)

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shareholders’

December 31, 2024

compensation expense

of common stock for exercise of warrants

sold for cash

as of March 31, 2025

Balance at December 31, 2024

Stock-based compensation expense

Issuance of common stock for exercise of warrants

Shares sold for cash

Balance as of March 31, 2025

Stock-based compensation expense

Shares issued for vested restricted stock

Issuance of Common Stock for exercise of warrants

Issuance of Common Stock for exchange agreement

Issuance of Common Stock sold in private placement May 20, 2025

Issuance of Common Stock sold in private placement May 26, 2025

Issuance of Common Stock sold in at-the-market-offering

Balance at June 30, 2025

$ ( 182,207 )

accompanying notes to these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

thousands, except share data)

preferred stock

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shareholders’

at December 31, 2025

( 1,938,458 )

Balance at December 31, 2025

( 1,938,458 )

$ ( 812,396 )

Stock-based compensation expense

Shares issued for vested restricted stock

Settlement of accrued bonuses in shares (gross) of common stock

Shares of common stock withheld for taxes for net share settlement

Balance as of March 31, 2026

( 1,938,458 )

compensation expense

issued for vested restricted stock

of accrued bonuses in shares (gross) of common stock

of common stock withheld for taxes for net share settlement

as of March 31, 2026

$ ( 1,497,957 )

Stock-based compensation expense

Shares issued for vested restricted stock

Issuance of Common Stock for exercise of pre-funded warrants

Issuance of Common Stock sold in private placement June 23, 2026

Shares of Common Stock withheld for taxes for net share settlement

Stock repurchased (treasury stock)

( 2,132,773 )

Balance at June 30, 2026

( 4,071,231 )

$ ( 1,892,231 )

accompanying notes to these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Months Ended June 30,

CASH FLOWS FROM OPERATING

$ ( 1,079,835 )

Net loss from discontinued operations, net of tax

Net loss from continuing operations

$ ( 104,398 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

Stock-based compensation expense

Impairment on crypto assets at cost

Unrealized loss on crypto assets received at fair value, net

Stock-based compensation expense, related party

Impairment of crypto assets at cost

Unrealized loss on crypto assets received at

fair value, net

Realized gain on crypto assets, net

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Other receivable

Due from Rsports Interactive, Inc.

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash used in operating activities – continuing operations

Net cash used in operating activities - discontinued operations

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Accounts payable and accrued

Net cash used in operating

CASH FLOWS FROM INVESTING

Purchases of other assets

Investment in Armchair Enterprises, Inc.

Crypto assets purchased

USDC stablecoin redemptions

Net cash provided by (used in) investing activities – continuing operations

Net cash used in investing activities - discontinued operations

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Net cash used in investing

CASH FLOWS FROM FINANCING

Taxes paid related to net share settlement

of equity awards

Gross proceeds from private placement and warrants

Issuance costs paid related to private

placements and warrants

Repurchases of shares of Common Stock

Gross proceeds from sale of Common Stock

Taxes paid related to net share settlement of equity awards

Net cash generated by financing activities – continuing operations

Net cash used in financing activities - discontinued operations

Net cash (used in) provided by financing activities

Issuance costs paid related to sale of Common

Gross proceeds from shares sold in capital

Issuance costs related to shares sold in capital

Shares issued for restricted

Net cash provided by financing

Net change in cash

Cash, beginning of period including discontinued operations

Cash, end of period including discontinued operations

Less cash from discontinued operations

Cash, beginning of period

Cash, end of period

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

accompanying notes to these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

SUPPLEMENTAL DISCLOSURE

OF CASH FLOW INFORMATION:

Cash paid for interest

Cash paid for taxes

NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES:

Receipt of LsETH rebate receivable

Deposits of crypto assets (ETH) at fair value for liquid staking activities

Receipt of crypto assets (weETH) at cost for liquid restaking activities

NON-CASH OPERATING, INVESTING

AND FINANCING ACTIVITIES:

Crypto assets received

as equity contributions

Receipt of LsETH rebate

Deposits of crypto assets

(ETH) at fair value for liquid staking activities

Receipt of crypto assets (LsETH) at cost for liquid restaking activities

Receipt of crypto assets

(weETH) at cost for liquid restaking activities

$ ( 205,844 )

Receipt of crypto assets (ETH) at fair value for redemption of crypto assets (LsETH at cost)

Redemption of crypto assets (LsETH) at impaired cost

Stock-based bonus accrual settled with shares of common stock

accompanying notes to these condensed consolidated financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

Receipt of crypto assets

(ETH) at fair value for redemption of crypto assets (LsETH at cost)

Redemption of crypto

assets (LsETH) at impaired cost

ETH received from traded

LsETH traded for ETH

Stock-based bonus accrual

settled with shares of Common Stock

Issuance of Common Stock

for vested restricted stock

Shares of Common Stock

withheld for taxes in net share settlement

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

1 – Organization

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The Company seeks to benefit from ETH accumulation, derived utilizing

proceeds from multiple financings, by (i) potential ETH price appreciation and (ii) yield and other returns generated from staking and

related treasury activities.

We delegate our ETH to third-party validators (directly or via asset managers) and participate in both native

and liquid staking and restaking programs.

proceeds from multiple financings, by (i) yield and other returns generated from staking and related treasury activities and (ii) potential

ETH price appreciation.

We delegate our ETH to third-party validators and participate in both native and liquid staking and restaking

See Note 3 – Crypto Asset Holdings .

The Company also operates an online affiliate

marketing business that delivers unique fan activation solutions to its sportsbook and online casino gaming partners.

The Company’s

ETH Treasury Management strategy is now its predominant operational focus.

The Company also operates an online affiliate marketing business that delivers

unique fan activation solutions to its sportsbook and online casino gaming partners.

The Company’s ETH Treasury Management strategy

is now its core operational focus.

the launch of its ETH Treasury Management strategy, the Company has raised capital through private investment in public equity (“PIPE”)

transactions, follow-on offerings and at-the-market (“ATM”) sales.

The Company has deployed the majority of the proceeds

to acquire ETH (see Note 3-Crypto Asset Holdings ).

Additional details regarding these equity offerings are included in Note

The Company has utilized the majority of the proceeds

to acquire ETH (see Note 3-Crypto Asset Holdings ) and fund working capital.

Additional details regarding these equity offerings

are included in Note 6 – Equity.

February 3, 2026, the Company formally changed its corporate name to “Sharplink, Inc.” from “SharpLink Gaming, Inc.”

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All share and per-share data and amounts have been retrospectively adjusted as of the earliest period presented

in the financial statements to reflect the reverse stock split.

in the consolidated financial statements to reflect the reverse stock split.

2 – Summary of Significant Accounting Policies

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all adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company as

of March 31, 2026 and December 31, 2025, as well as its results of operations for the three months ended March 31, 2026 and 2025.

condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as of

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of

America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts therein.

inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

of June 30, 2026 and December 31, 2025, as well as its results of operations for the three and six months ended June 30, 2026 and 2025.

The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements

as of that date.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States

of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts therein.

the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or

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December 31, 2025, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2026.

Amounts are presented in thousands of U.S.

dollars, except for shares, units, and per-share and per-unit amounts, and except where

amounts are specifically denoted in millions or billions.

Certain amounts presented in thousands may not sum precisely due to

per-share and per-unit amounts are calculated from underlying unrounded figures.

Reclassifications

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the current period presentation.

Specifically, costs of revenue from affiliate marketing have been reclassified into Operating expenses.

Specifically, costs of revenues from affiliate marketing have been reclassified into Operating expenses.

Further, prior period amounts were presented as discontinued operations for one of our reporting units that was sold on December 31,

Due to the insignificance of these discontinued operations to the condensed consolidated financial statements we have not presented

such amounts separately resulting in the following reclassifications:

As of December 31, 2025 net assets from discontinued operations of

$ 181 has been reclassified to prepaid expenses and other current assets on the condensed consolidated balance sheets, and $ 52 and $ 110

of net loss from discontinued operations has been reclassified to selling, general and administrative expenses on the condensed consolidated

statements of operations for the three and six months ended June 30, 2025 respectively.

Additionally, to conform to the current period

segment presentation, certain expense line items presented in the segment footnotes for the periods ended June 30, 2025 have been recategorized

and, in certain cases, reallocated between the ETH Treasury Management and Affiliate Marketing reportable segments.

These reclassifications had no effect on previously reported totals for assets, liabilities, stockholders’

equity, cash flows or net income.

Principles of Consolidation

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its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the

results of which form the basis for making judgments about the carrying value of assets, and equity that is not readily apparent from

other sources.

results of which form the basis for making judgments about the carrying value of assets, recognition of liabilities and equity that is

not readily apparent from other sources.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

Investments in Equity Securities Without Readily Determinable Fair Values

investments that do not have a readily determinable fair value, and that are not consolidated or accounted for under the equity method,

are recognized initially at cost and measured under the measurement alternative permitted by ASC 321-10-35-2 — cost, less impairment,

adjusted for observable price changes in identical or similar securities of the same issuer.

When an orderly transaction in such a security

is observed or reasonably knowable as of the reporting date, the investment is remeasured to fair value, in accordance with ASC 820, Fair Value Measurement (“ASC 820”), as of the transaction

date, with the resulting gain or loss recognized in net income;

forced sales and unsupported broker quotes are disregarded.

Each reporting

period, the Company performs a qualitative assessment for impairment indicators.

If the investment is impaired, it is written down

to fair value through net income, with no subsequent reversal.

The Company may irrevocably elect to measure an individual investment

at fair value instead, and discontinue the measurement alternative when the security obtains a readily determinable fair value or the

investment otherwise changes classification.

During the three and six months ended June 30, 2026, we purchased an aggregate of $ 550 of equity securities without readily determinable fair values.

As of June 30, 2026, we have presented these investments within other

assets on the condensed consolidated balance sheets at their cost basis.

As of June 30, 2026, there were no impairments noted.

Crypto Assets

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The Company’s LST and LRT holdings are comprised of both Liquid Collective’s

LST (“LsETH”) and etherFi’s LRT (“weETH”).

LST (“LsETH”) and ether.fi’s LRT (“weETH”).

is a token received when ETH is staked through Liquid Collective, a third-party liquid staking protocol.

weETH is a token received when

ETH is staked through etherFi, a third party liquid restaking protocol.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

is presented on the Condensed Consolidated Balance Sheet under the caption “Crypto assets at fair value” and LsETH and weETH

are presented separately on the Condensed Consolidated Balance Sheet under the caption “Crypto assets at cost.” The Company

has ownership of and control over its crypto assets which are held through custodial arrangements with third-party qualified custodians.

These qualified custodians provide secure storage and safeguarding of the Company’s crypto assets, including ETH, LsETH and weETH.

ETH is staked through ether.fi, a third party liquid restaking protocol.

is presented on the Condensed Consolidated Balance Sheet under the caption “Crypto assets at fair value” and LsETH and

weETH are presented separately on the Condensed Consolidated Balance Sheet under the caption “Crypto assets at cost.”

The Company has ownership of and control over its crypto assets which are held through custodial arrangements with third-party

qualified custodians.

These qualified custodians provide secure storage and safeguarding of the Company’s crypto assets,

including ETH, LsETH and weETH.

assets at fair value (ETH)

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shares, are recognized at their fair value on the date received, which becomes their cost basis.

assets within the scope of ASC 350-60, Intangibles—Goodwill and Other—Accounting for and Disclosure of Crypto Assets (“ASC

350-60”), are subsequently measured at fair value in the statement of financial position with unrealized gains and losses resulting

from changes in fair value recognized in net income (loss).

The Company determines and records for each reporting period the fair value

of its crypto assets in accordance with ASC 820, Fair Value Measurement (“ASC 820”) , based on quoted (unadjusted)

prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for ETH (Level 1 inputs).

Changes in the fair value are recognized in net income (loss) within “Unrealized loss on crypto assets at fair value, net,”

while realized gains and losses from the de-recognition of crypto assets are included in “Realized gain on crypto assets, net”

in the Company’s condensed consolidated statements of operations.

The Company applies a first-in, first-out methodology to assign

costs for purposes of determining crypto assets held and realized gains and losses.

assets are subsequently measured in accordance with ASC 350-60, Intangibles—Goodwill and Other—Accounting for and Disclosure

of Crypto Assets (“ASC 350-60”), at fair value in the statement of financial position with unrealized gains and losses

resulting from changes in fair value recognized in net income (loss).

The Company determines and records for each reporting period the

fair value of its crypto assets in accordance with ASC 820, based on quoted (unadjusted) prices on the Coinbase exchange, the active

exchange that the Company has determined is its principal market for ETH (Level 1 inputs).

Changes in the fair value are recognized in

net income (loss) within “Unrealized loss on crypto assets at fair value, net,” while realized gains and losses from the

de-recognition of crypto assets are included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated

statements of operations.

The Company applies a first-in, first-out methodology to assign costs for purposes of determining crypto assets

held and realized gains and losses.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

and sales of crypto assets are reflected as cash flows from investing activities in the condensed consolidated statements of cash flows.

Deposits of ETH into liquid staking and restaking protocols, receipt of ETH from unstaking and redemption of receipt tokens, are presented

as within non-cash investing activities in the condensed consolidated statements of cash flows.

Receipt of ETH as staking rewards and

incentives are presented as non-cash operating activities in the condensed consolidated statements of cash flows.

as non-cash investing activities in the condensed consolidated statements of cash flows.

Receipt of ETH as staking rewards and incentives

are presented as non-cash operating activities in the condensed consolidated statements of cash flows.

assets at cost (LsETH and weETH)

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subsequently measured at cost, net of any impairment losses incurred since acquisition, in accordance with ASC 350-30, Intangibles—Goodwill

and Other—General Intangibles Other Than Goodwill ( “ASC 350-30 ” ) .

and Other—General Intangibles Other Than Goodwill .

Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the

3 unchanged sentences

principal market, are used in the analysis of LsETH.

Because weETH trades on multiple decentralized and centralized exchanges and no

single market represents the principal market, we determine fair value using observable prices across multiple active exchanges,

specifically utilizing the pricing data aggregator CoinGecko.

The Company continuously monitors available data sources.

determining if an impairment has occurred, the Company considers the lowest price of one LsETH, as quoted on Coinbase, and one

weETH, as determined by using observable prices across multiple active exchanges, respectively, at any time since acquiring the

Because the volume of weETH trades can significantly fluctuate between multiple

decentralized and centralized exchanges, the Company periodically assesses the principal market for weETH, in accordance with ASC

In determining if an impairment has occurred, the Company considers the lowest price of one LsETH, and

one weETH, as quoted on the respective principal markets, at any time since acquiring the

specific LsETH and weETH held by the Company.

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The cost basis of LsETH and weETH will not be adjusted upward for any subsequent increase in fair value.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

of LsETH and weETH in connection with the staking and restaking of ETH into a liquid staking protocols are presented as non-cash investing

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in June 2025, the Company began staking its ETH.

To date, the Company’s staking activities comprise of (i) native staking activities,

(ii) liquid staking and restaking activities, and (iii) protocol incentive generating activities tied to maintaining total value locked

To date, the Company’s staking activities are comprised of (i) native staking activities,

(ii) liquid staking and restaking activities, and (iii) protocol incentives generating activities tied to maintaining total value locked

(“TVL”) within certain blockchain ecosystems.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

Company participates in native staking exclusively as a delegator through third-party validators.

The Company delegates ETH to validators

either directly or through third party asset managers, who operate nodes on the Ethereum network to validate transactions and add blocks

to the blockchain.

In return for delegating ETH to validators, the Company is entitled to a portion of the block rewards and transaction

fees earned by the validators, in the form of ETH tokens, calculated approximately based on the Company’s proportion of the total

When the Company stakes ETH natively, the ETH does not remain in the Company’s custodial wallet, but is instead deposited

into Ethereum’s staking deposit smart contract, which is required for participation in ETH staking as a delegator.

Native staked

ETH are not derecognized because their deposit into the smart contract does not give any other entity the right or ability to direct

their use (for example, sell, lend, pledge or otherwise use those ETH).

The withdrawal credentials in the smart contract are designated

to the Company’s custodian, who, as described in Note 2(e) , holds the Company’s ETH solely for the Company’s

benefit and does not obtain control of the Company’s ETH via their custodial services.

who operate nodes on the Ethereum network to validate transactions and add blocks to the blockchain.

In return for delegating ETH to

validators, the Company is entitled to a portion of the block rewards and transaction fees earned by the validators, in the form of ETH

tokens, calculated approximately based on the Company’s proportion of the total ETH staked.

When the Company stakes ETH natively,

the ETH does not remain in the Company’s custodial wallet, but is instead deposited into Ethereum’s staking deposit smart

contract, which is required for participation in ETH staking as a delegator.

Native staked ETH are not derecognized because their deposit

into the smart contract does not give any other entity the right or ability to direct their use (for example, sell, lend, pledge or otherwise

use those ETH).

The withdrawal credentials in the smart contract are designated to the Company’s custodian, who, as described in

Note 2(f) , holds the Company’s ETH solely for the Company’s benefit and does not obtain control of the Company’s

ETH via their custodial services.

Native staked ETH are therefore not derecognized.

from native staking activities are recognized as revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ ASC

The delegation of the Company’s ETH to validators represents an output of the Company’s ordinary activities.

In this case our performance obligation is the provision of our validation rights to the validators, from which we earn variable consideration,

in the form of ETH, which is non-cash consideration, measured at the fair value of ETH as of contract inception based on the quoted (unadjusted)

prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market.

Revenue is recognized at

the point in time when the Ethereum network confirms that the validation is complete.

As a delegator, the Company has concluded it is

not the principal to the block validation service provided to the Ethereum Network;

from native staking activities are recognized as revenue in accordance with ASC 606, Revenue from Contracts with Customers.

The delegation

of the Company’s ETH to validators represents an output of the Company’s ordinary activities.

In this case our performance

obligation is the provision of our validation rights to the validators, from which we earn variable consideration, in the form of ETH,

which is non-cash consideration, measured at the fair value of ETH as of contract inception based on the quoted (unadjusted) prices on

the Coinbase exchange, the active exchange that the Company has determined is its principal market.

Revenue is recognized at the point

in time when the Ethereum network confirms that the validation is complete.

As a delegator, the Company has concluded it is not the principal

to the block validation service provided to the Ethereum Network;

it is the validators that control the service.

the Company’s service is one of providing the use of its ETH by the validators to increase their validation opportunities.

Consequently,

the Company records staking revenue on a net basis, reflecting only the portion of protocol rewards to which it is entitled after validator

commissions are deducted.

For the three months ended March 31, 2026, fees paid to third-party asset managers of approximately $ 1,254

and custodians of approximately $ 327

are recognized separately as operating expenses.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

Instead, the Company’s

service is one of providing the use of its ETH by the validators to increase their validation opportunities.

Consequently, the Company

records staking revenue on a net basis, reflecting only the portion of protocol rewards to which it is entitled after validator commissions

are deducted.

During the three months ended June 30, 2026 and 2025, fees paid to third-party asset managers of approximately $ 772

respectively, and custodians of approximately $ 299

respectively are recognized separately as operating expenses.

During the six months ended June 30, 2026 and 2025, fees paid to third-party

asset managers of approximately $ 2,026

respectively, and custodians of approximately $ 627

respectively are recognized separately as operating expenses.

April 3, 2026, Sharplink entered into a mutual termination agreement (the “Galaxy Termination Agreement”) with Galaxy Digital

Capital Management LP (“Galaxy”) in connection with the mutual termination of the asset management agreement between the

Company and Galaxy, dated May 30, 2025, for certain discretionary investment-management services relating to the Company’s purchase

of ETH (the “Galaxy Asset Management Agreement”).

The Galaxy Asset Management Agreement terminated effective May 31, 2026.

April 3, 2026, the Company also entered into a mutual termination agreement (the “ParaFi Termination Agreement” and, together

with the Galaxy Termination Agreement, the “Termination Agreements”) with ParaFi Capital LP (“ParaFi”) in connection

with the mutual termination of the asset management agreement between ParaFi and the Company, dated May 30, 2025, for certain discretionary

investment-management services relating to the Company’s purchase of ETH (the “ParaFi Asset Management Agreement” and,

together with the Galaxy Asset Management Agreement, the “Asset Management Agreements”).

to the Termination Agreements, the Asset Management Agreements terminated effective May 31, 2026.

Neither the Company nor Galaxy or ParaFi

has any remaining or future obligations or commitments to the other parties under the Asset Management Agreements, other than amounts

arising under the Termination Agreements.

The Company was not required to pay Galaxy or ParaFi any termination fees or penalties in connection

with the mutual termination.

The decision to enter into the Termination Agreements reflects the Company’s continued evolution,

including the addition of internal asset-management personnel, and was not the result of any disagreement with Galaxy or ParaFi.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

Staking and Liquid Restaking Activities

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under which ETH is contributed to the Liquid Collective staking pool and LsETH is minted and received in return.

Staking with etherFi

represents the Company’s liquid restaking activities, under which ETH is deposited with etherFi and weETH is received in return.

Staking with ether.fi

represents the Company’s liquid restaking activities, under which ETH is deposited with ether.fi and weETH is received in return.

weETH is the wrapped, non-rebasing form of eETH, the token minted upon staking of ETH, and is designed for DeFi compatibility.

LsETH and weETH are accounted for under ASC 350-30 ( see Note 2(e) ), increases in LsETH and weETH fair value while the Company

LsETH and weETH are accounted for under ASC 350-30 ( see Note 2(f) ), increases in LsETH and weETH fair value while the Company

remains staked with the liquid staking and restaking protocols are not recognized.

1 unchanged sentence

the staking of ETH through the liquid staking and restaking protocol.

Additionally, LsETH and weETH are non-rebasing token, meaning its

quantity remains fixed over time.

Additionally, LsETH and weETH are non-rebasing tokens, meaning

its quantity remains fixed over time.

Staking rewards are not continuously reflected in token balances but are instead realized separately.

Staking rewards are therefore recognized only when the LsETH or weETH are redeemed, measured at the fair value of ETH at contract inception,

which is when the ETH were staked.

Staking rewards received or receivable upon redemption of LsETH or weETH are presented in “Revenues

from staking, net” in the Company’s condensed consolidated statements of operations.

Staking rewards are therefore recognized only when the LsETH or weETH are redeemed and derecognized, measured at the fair value of ETH

at contract inception, which is when the ETH were staked.

Staking rewards received or receivable upon redemption and derecognition of

LsETH or weETH are presented in “Revenues from staking, net” in the Company’s condensed consolidated statements of

staking ETH through the liquid staking and restaking protocols, the ETH is derecognized because the protocols obtain the ability to deploy

and direct its use, and the LsETH and weETH token received concurrently are then recognized.

and direct its use, and the LsETH and weETH tokens received concurrently are then recognized.

Any gain or loss on the staking transaction

2 unchanged sentences

and included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations.

For the three months ended March 31, 2026, the Company staked ETH and received weETH and recognized a realized gain of $ 8,389 .

the Company initiates a redemption of LsETH or weETH, the Company derecognizes the LsETH and weETH at its carrying amount on the

date the redemption request is accepted by the applicable protocol.

At that time, the Company recognizes a receivable for the

underlying ETH expected to be received upon completion of the protocol’s withdrawal process and additional staking rewards no

longer accrue.

The ETH receivable is initially measured at the fair value of the ETH expected to be received, including staking

rewards, determined by the protocol’s exchange rate at the time of redemption.

Any gain or loss on redemption is recognized in

accordance with ASC 610-20 based on the difference between the ETH receivable and the cost basis of the LsETH or weETH at the time

of redemption with such differences included in “Realized gain on crypto assets, net” in the Company’s condensed

consolidated statements of operations.

Rebates earned from the liquid staking activities are received in non-cash consideration in

the form of LsETH and are reflected as revenue.

During the three and six months ended June 30, 2026, the Company staked ETH and received weETH and recognized a realized gain of $ 0 and

$ 8,389 , respectively.

the Company initiates a redemption of LsETH or weETH, the Company derecognizes the LsETH and weETH at its carrying amount on the date

the redemption request is accepted by the applicable protocol.

At that time, the Company recognizes a receivable for the underlying ETH

expected to be received upon completion of the protocol’s withdrawal process and additional staking rewards no longer accrue.

ETH receivable is initially measured at the fair value of the ETH expected to be received, including staking rewards, determined by the

protocol’s exchange rate at the time of redemption.

Any gain or loss on redemption is recognized in accordance with ASC 610-20

based on the difference between the ETH receivable and the cost basis of the LsETH or weETH at the time of redemption with such differences

included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations.

Rebates earned from the liquid staking activities are received in non-cash consideration in the form of LsETH are reflected as revenue.

LsETH and weETH redemption transactions, the Company is exposed to changes in the market price of ETH between the date the redemption

3 unchanged sentences

Any identified

embedded derivative is measured at fair value, with changes in fair value recognized in earnings until settlement of the receivable.

As of March 31, 2026, we did not have any receivables outstanding from such transactions.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

the three months ended March 31, 2026, the Company redeemed 15,182

LsETH and recognized the changes in the market price from the date of redemption to the date the ETH was received of $ 3,826 ,

which is included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of

weETH was redeemed for the three months ended March 31, 2026.

December 20, 2025, the Company executed a Strategic Partnership Agreement (“SPA”) with ether.fi, EigenCloud, Linea Consortium

(a related party), and Consensys Software, Inc.

(“Consensys”), (a related party), to bridge a minimum of $200,000 of weETH

from its treasury onto Linea, a zkEVM Layer 2 network, over an initial 24-month period.

The execution of the deliverables of the SPA

was performed with our qualified custodian Anchorage Digital Bank N.A.

embedded derivative is measured at fair value, with changes in fair value recognized in the condensed consolidated statement of operations

until settlement of the receivable.

As of June 30, 2026 and December 31, 2025, receivables outstanding from such transactions were $ 179

and $ 106 , respectively, which are included in accounts receivable, net on the condensed consolidated balance sheets.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

the six months ended June 30, 2026, the Company redeemed and derecognized 15,182 LsETH, and recognized the changes in the market price

from the date of redemption to the date the ETH was received of $ 3,826 , which is included in “Realized gain on crypto assets, net”

in the Company’s condensed consolidated statements of operations.

All redemptions of LsETH occurred during the first quarter of

Further, during second quarter of 2026, the Company traded 26,324 LsETH for 29,196 ETH and recognized the difference in fair value

of the traded LsETH and the fair value of the received ETH of $ 1,737 which is included in “Realized gain on crypto assets, net”

in the Company’s condensed consolidated statements of operations.

weETH was redeemed during the three and six months ended June 30, 2026.

December 18, 2025, the

Company executed a Strategic Partnership Agreement (“SPA”) with ether.fi, EigenCloud, Linea Consortium (a related

party), and Consensys Software, Inc.

(“Consensys”), (a related party), to bridge a minimum of $200 million of weETH from

its treasury onto Linea, a zkEVM Layer 2 network, over an initial 24-month period.

The execution of the deliverables of the SPA was

performed with our qualified custodian Anchorage Digital Bank N.A.

as the intermediary.

For the three months ended March 31, 2026,

During the three and six months ended June

30, 2026, we have restaked $205,844 in weETH onto Linea.

See Note 10 - Commitments and Contingencies.

from staking rewards from weETH at redemption, as denoted above in Liquid Staking and Liquid Restaking Activities , we are

3 unchanged sentences

on Linea, which is an output of our ongoing treasury operations.

incentives, paid in the form of ETH and weETH, are based on month-end TVL metrics and subject to contractual caps.

The q uantity

of incentives earned is not known or calculable by the Company until the end of the month and, until such time, is considered

a variable consideration

under ASC 606.

Revenue from incentives are recognized over time as the Company satisfies its

performance obligation of maintaining TVL, as customers simultaneously receive and consume the benefits of the service.

recognized on a monthly basis as the performance period is completed and the amount of consideration becomes determinable and no

longer constrained, measured at the fair value of ETH and weETH at contract inception.

We apply the variable consideration

allocation exception in ASC 606-10-32-40, allocating each month’s variable consideration to the distinct monthly service

period to which it relates.

In accordance with ASC 606-10-32-21, such noncash consideration is measured at fair value at contract

Subsequent changes in the fair value of the underlying digital assets attributable solely to the form of consideration

are not included in revenue and are recognized separately in earnings in accordance with applicable guidance as realized gains

(losses) until the settlement date.

incentives are based on month-end TVL metrics and subject to contractual caps typically based on a maximum amount of units, paid in the

form of ETH and weETH.

Quantity of incentives earned is not known or calculable by the Company until the end of the month and until such

time considered under ASC 606 guidance on variable consideration.

Revenue from incentives are recognized over time as the Company satisfies

its performance obligation of maintaining TVL, as customers simultaneously receive and consume the benefits of the service.

recognized on a monthly basis as the performance period is completed and the amount of consideration becomes determinable and no longer

constrained, measured at the fair value of ETH and weETH at contract inception.

We apply the variable consideration allocation exception

in ASC 606-10-32-40, allocating each month’s variable consideration to the distinct monthly service period to which it relates.

In accordance with ASC 606-10-32-21, such noncash consideration is measured at fair value at contract inception.

Subsequent changes in

the fair value of the underlying digital assets attributable solely to the form of consideration are not included in revenue and are

recognized separately in earnings in accordance with applicable guidance as realized gains (losses) until the settlement date.

April 2026, the contractual cap of 500,000 protocol incentive tokens with EigenCloud was met.

Note 4 - Revenue Recognition for further disclosures

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

Crypto Assets Receivable

2 unchanged sentences

are received.

settlement occurs in the form of crypto assets whose fair value fluctuates between recognition and settlement, and after evaluating

the criteria in ASC 815-10-15-83, Derivatives and Hedging, the Company concluded that the receivable contains an embedded

derivative that is not clearly and closely related to the host contract and therefore requires bifurcation.

The embedded derivative

is measured at fair value, with changes in fair value recognized in earnings in “Realized gain (loss) on crypto assets,

net” until settlement.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

settlement occurs in crypto assets whose fair value fluctuates between recognition and settlement, and after evaluating the criteria

in ASC 815-10-15-83, Derivatives and Hedging, the Company concluded that the receivable contains an embedded derivative that is

not clearly and closely related to the host contract and therefore requires bifurcation.

The embedded derivative is measured at fair

value, with changes in fair value recognized in earnings in “Realized gain (loss) on crypto assets, net” until settlement.

embedded derivative component is measured at fair value at each reporting date, using observable prices in the principal market in accordance

8 unchanged sentences

of operations.

the three months ended March 31, 2026, we recognized realized losses on incentive tokens earned, due to changes in fair value, of $ 210

and unrealized losses upon the receipt of rebate and incentive tokens of $ 18 .

As of March 31, 2026, non-monetary receivables from liquid

restaking activities were $ 214 and are included in accounts receivable on the condensed consolidated balance sheet.

For the three

months ended March 31, 2025, we did not have any liquid staking or liquid restaking activities.

the three and six months ended June 30, 2026, we recognized realized losses on incentive tokens earned, due to changes in fair value,

of $ 304 and $ 514 , respectively, and unrealized losses upon the receipt of rebate and incentive tokens of $ 82 and $ 100 , respectively.

As of June 30, 2026 and December 31, 2025, non-monetary receivables from liquid staking and liquid restaking activities were $ 179 and

$ 106 , respectively, and are included in accounts receivable on the condensed consolidated balance sheets.

During the three and six months

ended June 30, 2025, we did not have any redemptions or derecognition activities and therefore we did not receive any incentive tokens

or rebate rewards.

USDC stablecoin

stablecoin (“USDC”) is accounted for as a financial asset that can be redeemed on the basis of one USDC for one U.S.

dollar on demand from the issuer.

While not accounted for as cash or cash equivalents, the Company treats its USDC holdings as a

liquidity resource.

The Company’s USDC are held with qualified third-party custodians who provide secure storage and

safeguarding of the Company’s USDC.

on demand from the issuer.

While not accounted for as cash or cash equivalents, the Company treats its USDC holdings as a liquidity resource.

The Company’s USDC are held with qualified third-party custodians who provide secure storage and safeguarding of the Company’s

The Company’s custodians do not obtain control over the Company’s USDC;

therefore we continue to recognize USDC as our own for accounting purposes.

For the three months ended March 31, 2026, we redeemed

all of our USDC for U.S.

therefore we continue to recognize USDC as

our own for accounting purposes.

During the six months ended June 30, 2026, we redeemed all of our USDC for U.S.

Affiliate Marketing Revenue Recognition

12 unchanged sentences

For the three

months ended March 31, 2026, the Company has recognized its revenue at a point in time for certain contracts and over time for other

The timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result

in contract advanced billings on the Company’s condensed consolidated balance sheet.

The Company recognized unbilled revenue when

revenue is recognized prior to invoicing.

Payment terms and conditions vary by contract type, although terms generally include a requirement

of payment within 30 days.

In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has

determined that its contracts generally do not include a significant financing component.

and six months ended June 30, 2026, the Company has recognized its revenue at a point in time for certain contracts and over time for

other contracts.

The timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences

result in contract advanced billings on the Company’s condensed consolidated balance sheet.

The Company recognized unbilled revenue

when revenue is recognized prior to invoicing.

Payment terms and conditions vary by contract type, although terms generally include a

requirement of payment within 30 days.

In instances where the timing of revenue recognition differs from the timing of invoicing, the

Company has determined that its contracts generally do not include a significant financing component.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s services,

1 unchanged sentence

The Company acts as an agent and records revenue net of commissions retained.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

Warrant Classification

Company evaluates each freestanding warrant on its own shares to determine whether it should be classified as a liability or as equity.

The Company first assesses whether the warrant meets the criteria for liability (or asset) classification under ASC 480, Distinguishing

Liabilities from Equity .

Warrants outside the scope of ASC 480 are then evaluated under ASC 815-40, Derivatives and Hedging —

Contracts in Entity’s Own Equity , to determine whether they are both (i) indexed to the Company’s own stock, applying

the two-step model that considers any exercise contingencies and the instrument’s settlement provisions (generally a fixed-for-fixed

settlement), and (ii) able to meet the additional conditions for equity classification.

A warrant that satisfies both conditions is classified

as equity, recorded in additional paid-in capital at issuance, and not subsequently remeasured.

A warrant that does not is classified

as a liability (or, where applicable, an asset), initially recorded at fair value and remeasured to fair value at each reporting date,

with changes recognized in net income.

As of June 30, 2026 and December 31, 2025, all warrants issued have been concluded to meet the conditions

required for permanent equity classification.

See Note 7 - Warrants.

Fair Value Measurements

12 unchanged sentences

of assumptions that market participants would use in pricing the asset or liability.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to

6 unchanged sentences

Statements to approximate fair value due to their short maturities.

Acquisition and Sale of 10% Equity Stake in Armchair Enterprise

February 24, 2025, Sharplink entered into a subscription agreement (“Subscription Agreement”) with U.K-based Armchair Enterprises

Limited (“Armchair”), which owns and operates CryptoCasino.com.

The acquisition of a 10% equity stake in Armchair was made

for $ 500 in cash, along with a right of first refusal to acquire a controlling interest in Armchair.

The investment was recorded at cost

and was measured at cost minus impairment, adjusted for any observable price changes.

The investment was sold in December 2025 for $ 500 .

Recently Issued Accounting Pronouncements Not Yet Adopted

9 unchanged sentences

The Company is currently evaluating the potential impact of this guidance on its disclosures.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

12 unchanged sentences

The Company is currently evaluating the impact that the adoption of these standards will have on its disclosures.

December 2025, the FASB issued Accounting Standards Update No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

The amendments clarify the applicability of Topic 270, provide a comprehensive listing of interim disclosures required by generally accepted

accounting principles and establish a principle for disclosing events occurring since the end of the most recent annual reporting period

that have a material effect on an entity.

The amendments are effective for the Company’s interim reporting periods within the annual

reporting period beginning January 1, 2028, with early adoption permitted.

The Company is evaluating the effects of adoption and currently

expects the amendments to affect primarily its interim disclosure processes and related controls.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

3 – Crypto Asset Holdings

1 unchanged sentence

following table sets forth the units held, cost basis and fair value of crypto assets held at fair value, as shown on the condensed consolidated

balance sheet as of March 31, 2026:

balance sheet as of June 30, 2026:

of Crypto Assets At Fair Value

in thousands, except number of ETH

June 30, 2026

thousands, except number of ETH

following table sets forth the units held, cost basis and fair value of crypto assets held at fair value, as shown on the condensed consolidated

balance sheet as of December 31, 2025:

in thousands, except number of ETH

December 31, 2025

thousands, except number of ETH

value represents the quoted (unadjusted) prices on the Coinbase exchange as of midnight UTC on the measurement date.

1 unchanged sentence

Schedule of Reconciliation of Crypto Assets

For the Three

March 31, 2026

Fair Value, Year Ended December 31, 2025

For the Six Months

Ended June 30, 2026

Fair value as of December 31,

Purchases of ETH

ETH received from traded LsETH

Deposits of ETH into liquid staking activities

Receipt of ETH upon redemption in liquid staking activities

Receipt and accrual of ETH rewards from native staking activities

Protocol incentive rewards received in ETH from liquid restaking activities

Receipt and accrual of ETH rewards from liquid staking activities

Unrealized loss on crypto assets held

Fair Value, March 31, 2026

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

the three months ended March 31, 2025, the Company did not have any liquid or native staking activities.

Receipt of ETH from redemption in liquid

staking activities

Receipt and accrual of ETH from native staking

Receipt and accrual of ETH from liquid staking

Protocol incentive rewards received in ETH

from liquid staking activities

Unrealized loss

LsETH traded for ETH

Receipt of weETH upon deposits of ETH into

liquid restaking activities

Redemptions of LsETH from liquid staking

activities at cost less impairment

Receipt of LsETH for rebate rewards

Receipt of weETH for protocol incentive

of LsETH into liquid staking activities

Impairment loss

Fair value as of

June 30, 2026

following table represents a reconciliation of crypto assets held at fair value:

For the Six Months

Ended June 30, 2025

Balance, December 31, 2024

Deposits of ETH into liquid staking activities

Receipt and accrual of ETH from native staking

Unrealized loss

Balance, June 30,

Assets at cost

following table sets forth the units held, the cost basis less prior year impairment, the current year impairment amount, and

carrying amount of crypto assets held at cost, for LsETH and weETH as shown on the condensed consolidated balance sheet as of March

following table sets forth the units held, the cost basis less prior year impairment, impairment amount during the six months ended June

30, 2026, and carrying amount of crypto assets held at cost less impairment, for LsETH and weETH as shown on the condensed consolidated

balance sheet as of June 30, 2026:

Crypto Assets Crypto Assets at Cost

2 unchanged sentences

$ ( 267,763 )

following table sets forth the units held, cost basis less year end impairment, as shown on the condensed consolidated balance

sheet as of December 31, 2025:

in thousands, except number of LsETH

following table sets forth the units held, cost basis, impairment amount during the year ended December 31, 2025, and carrying amount

of crypto assets held at cost less impairment, as shown on the condensed consolidated balance sheet as of December 31, 2025:

thousands, except number of LsETH

$ ( 140,208 )

following table represents a reconciliation of crypto assets held at cost, for LsETH and weETH, and activity for the

three months ended March 31, 2026:

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

following table represents a reconciliation of crypto assets held at cost, for LsETH and weETH specific activities:

of Reconciliation of Crypto Assets

For the Six Months

Ended June 30, 2026

Balance, December 31, 2025

Beginning balance

Receipt of weETH upon deposits of ETH into liquid restaking activities

Redemptions of LsETH from liquid staking activities at cost less impairment

LsETH traded for ETH

Receipt of weETH upon deposits of ETH into

liquid restaking activities

Redemptions of LsETH from liquid staking

activities at cost less impairment

Receipt of LsETH for rebate rewards

Receipt of weETH for protocol incentive rewards

Receipt of weETH for protocol incentive

Impairment loss

Balance, March 31, 2026

Ending balance

the three months ended March 31, 2026 and March 31, 2025, the Company recorded an impairment loss $ 191,670

respectively, related to its holdings of LsETH and weETH in accordance with ASC 350-30 see Note 2(e) Crypto Assets.

The impairment

is presented on “Impairment of crypto assets at cost” in the condensed consolidated statements of operations.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

For the three months ended March 31, 2026, the Company redeemed 15,182 LsETH for 16,740 ETH and recognized a net gain of $ 3,826

which is included in “Realized gain on crypto assets

at fair value, net” in the Company’s condensed consolidated statements of operations.

Company also recognized $ 9,387 of cumulative realized gains and $( 999 ) of cumulative losses from liquid restaking activities of ETH to

weETH, which is included in “Realized gain from crypto assets, net”, in the Company’s condensed consolidated statements

of operations.

For the three months ended March 31, 2025, the Company did not have any native or liquid staking activities.

Balance, June 30,

following table represents a reconciliation of crypto assets held at cost, for LsETH specific activities:

For the Six Months

Ended June 30, 2025

Balance, December 31, 2024

C rypto assets, Beginning balance

Receipt of LsETH into liquid

staking activities

Impairment loss

Balance, June 30,

assets, Ending balance

the three months ended June 30, 2026 and 2025, the Company recorded an impairment loss of $ 76,093 and $ 87,813 , respectively, and for

the six months ended June 30, 2026 and June 30, 2025, the Company recorded an impairment loss of $ 267,763 and $ 87,813 , respectively,

related to its holdings of LsETH and weETH in accordance with ASC 350-30, Intangibles — Goodwill and Other — General

Intangibles Other Than Goodwill, see Note 2(f) Crypto Assets.

The impairment is presented in “Impairment of crypto assets

at cost” on the condensed consolidated statements of operations.

the six months ended June 30, 2026, the Company redeemed and derecognized 15,182 LsETH, and recognized the changes in the market price

from the date of redemption to the date the ETH was received of $ 3,826 , which is included in “Realized gain on crypto assets, net”

in the Company’s condensed consolidated statements of operations.

All redemptions of LsETH occurred during the first quarter of

Further, during second quarter of 2026, the Company traded 26,324 LsETH for 29,196 ETH and recognized the difference in fair value

of the traded LsETH and the fair value of the received ETH of $ 1,737 which is included in “Realized gain on crypto assets, net”

in the Company’s condensed consolidated statements of operations.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

4 – Revenue Recognition

1 unchanged sentence

Treasury Management

Company participates in the following revenue generating transactions:

staking and restaking activities on the Ethereum blockchain;

rewards for securing and validating transactions;

and earned protocol incentives for providing and maintaining TVL on Linea.

has evaluated the nature of rewards received from liquid and restaking activities in accordance with the guidance in ASC 610-20 Gains

and Losses from the Derecognition of Nonfinancial Assets and 606-10-50-4 Revenue from Contracts with Customers.

Management applies the

noncash consideration guidance in ASC 606-10-32-21 and measures the revenue at the fair value of ETH at contract inception.

While included

within the same line item, management has disclosed separately the amount of revenue attributable to liquid staking and liquid restaking

versus native staking, and evaluated the associated risks and timing of reward recognition.

following table provides additional breakdown of the Company’s revenue from staking activities:

of Revenue Recognition

March 31, 2026

Revenue from contracts with customers

Three Months Ended

June 30, 2026

Six Months Ended

June 30, 2026

Revenue from contracts

with customers

Native staking rewards

Native staking fees

Protocol incentives earned in ETH and weETH

Rewards from native staking and liquid restaking, net

Revenue from contracts with non-customers

Protocol incentives

earned in ETH and weETH

Rewards from native staking and liquid restaking,

Revenue from contracts

with non-customers

Liquid staking rewards

Rebates earned in LsETH

Rewards from liquid staking

Total revenue from staking, net

Company participates in the following revenue generating transactions:

staking and restaking activities on the Ethereum blockchain;

rewards for securing and validating transactions;

earned protocol incentives for providing and maintaining TVL on Linea.

For the three

months ended March 31, 2026, the Company earned total staking rewards of $ 11,501 , of which $ 806 relates to liquid staking rewards received

upon redemption of 15,182 LsETH, rebates earned of $ 228 , $ 753 in protocol incentives, and $ 10,117 of rewards received from native staking,

net of cash paid for staking fees $( 403 ).

has evaluated the nature of rewards received from liquid and restaking activities in accordance with the guidance in ASC 610-20 and 606-10-50-4

Revenue from Contracts with Customers .

Management applies the noncash consideration guidance in ASC 606-10-32-21 and measures

the revenue at the fair value of ETH at contract inception.

While included within the same line item, management has disclosed separately

the amount of revenue attributable to liquid staking and liquid restaking versus native staking, and evaluated the associated risks and

timing of reward recognition.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

following is a summary of crypto assets staked (in units) as of March 31, 2026 and December 31, 2025:

and rebates from liquid staking

revenue from staking, net

the three and six months ended June 30, 2025, the Company generated revenue from native staking rewards only of $ 29 .

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

following is a summary of crypto assets staked (in units) as of June 30, 2026 and December 31, 2025:

of Crypto Assets

March 31, 2026

December 31, 2025

Native staked ETH

Total crypto assets

following is a summary of total rewards earned from staking activities (in units) for the three months ended March 31, 2026:

following is a summary of total rewards earned from staking activities (in units) for the three and six months ended June 30, 2026:

of Rewards Earned

March 31, 2026

Three Months Ended

June 30, 2026

Six Months Ended

June 30, 2026

Native staked ETH

Redeemed liquid staked ETH

Redeemed liquid staked

Total staking rewards

following is a summary of accounts receivable from rebates and incentive rewards earned but not yet received as of March 31, 2026 and

the three and six months ended June 30, 2025, we did not earn any rewards from staking activities.

following is a summary of accounts receivable from rebates and incentive rewards earned but not yet received as of June 30, 2026 and

December 31, 2025:

of Accounts Receivable from Rebates and Incentive rewards

March 31, 2026

December 31, 2025

Rebates receivable in LsETH

Protocol incentive receivables in ETH

Protocol incentive receivables in weETH

Accounts receivable from rebate and protocol incentive rewards

the three months ended March 31, 2025, the Company did not have any native, liquid staking or restaking activities.

Protocol incentive

receivables in weETH

Accounts receivable

from rebate and protocol incentive rewards

Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which

the Company expects to be entitled in such exchange.

the three months ended March 31, 2026 and 2025, the Company has recognized its revenue at a point in time.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

the three and six months ended June 30, 2026 and 2025, the Company has recognized its revenue at a point in time.

timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in contract advanced

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ways of purchasing the Company’s services, and not to facilitate financing arrangements.

Company did not have any major customers for the period ended March 31, 2026 or December 31, 2025.

Company did not have any major customers for the period ended June 30, 2026 or December 31, 2025.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

5 – Additional Balance Sheet Information

3 unchanged sentences

RSUs ( See Note 8 - Stock Compensation ).

As of March 31, 2026 and December 31, 2025, the Company recorded an accrued severance

As of June 30, 2026 and December 31, 2025, the Company recorded an accrued severance

liability of $ 898 and $ 2,125 , respectively, which was included in accounts payable and accrued expenses on the condensed consolidated

2 unchanged sentences

of equity bonuses to be settled in Common Stock.

cash bonuses were paid on February 5, 2026.

For the three months ended March 31, 2026, the Company net share settled the accrued bonuses

by issuing an aggregate of 490,273 shares of Common Stock to the employees and withholding a total of 351,404 shares of Common Stock

for tax withholding purposes.

For the three months ended March 31, 2026, the Company paid the relevant taxing authorities $ 2,896 related

to issuances of shares of vested restricted stock (s ee Note 8 - Stock Compensation ).

Company has 15,000,000 shares of undesignated preferred stock authorized, par value of $ 0.0001 .

There is no undesignated preferred stock

issued or outstanding as of March 31, 2026 and December 31, 2025.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

issued or outstanding as of June 30, 2026 and December 31, 2025.

of Series A-1 Preferred Stock and Series B Preferred Stock for Common Stock and Prefunded Warrants

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of the Company’s Series B Preferred Stock (collectively, the “Existing Securities”) held by Alpha were exchanged for

38,683 shares of Sharplink’s Common Stock and 44,650 prefunded warrants to purchase shares of Sharplink’s Common Stock (“Alpha

38,683 shares of Sharplink’s Common Stock and 44,650 pre-funded warrants to purchase shares of Sharplink’s Common Stock (“Alpha

Prefunded Warrants”) at an exercise price of $ 0.012 .

3 unchanged sentences

(“ATM”) Offerings

May 2, 2024, Company entered into an ATM Sales Agreement (the “May 2024 ATM Sales Agreement”) with A.G.P./Alliance Global

Partners (“A.G.P.”) pursuant to which the Company may offer and sell, from time to time, through A.G.P., as sales agent and/or

principal, shares of the Company’s Common Stock, having an aggregate offering price of up to $ 1,700 , subject to certain limitations

on the amount of Common Stock that may be offered and sold by the Company set forth in the May 2024 ATM Sales Agreement.

4, 2025, the Company, under the terms of the ATM Sales Agreement, filed a prospectus supplement that amended the number of shares of

Common Stock having an aggregate offering price of up to $ 1,800 .

May 2, 2024, the Company entered into an ATM Sales Agreement (the “May 2024 ATM Sales Agreement”) with A.G.P./Alliance

Global Partners (“A.G.P.”) pursuant to which the Company may offer and sell, from time to time, through A.G.P., as sales

agent and/or principal, shares of the Company’s Common Stock, having an aggregate offering price of up to $ 1.7

million, subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the

May 2024 ATM Sales Agreement.

On February 4, 2025, the Company, under the terms of the ATM Sales Agreement, filed a prospectus

supplement that amended the number of shares of Common Stock having an aggregate offering price of up to $ 1.8

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

May 30, 2025, the Company entered into a second ATM Sales Agreement (the “May 2025 ATM Sales Agreement”) with A.G.P.

to the sale of shares of the Company’s Common Stock from time to time, having an aggregate offering price of up to $ 1,000,000 (the

“ATM Offering”).

to the sale of shares of the Company’s Common Stock from time to time, having an aggregate offering price of up to $ 1.0 billion

(the “ATM Offering”).

July 17, 2025, the Company entered into an amendment to the May 2025 ATM Sales Agreement (the “Amendment”) with A.G.P to

increase the number of shares that may be sold from time to time in connection with the ATM facility from $ 1,000,000 to $ 6,000,000 ;

to permit the forward sale of shares to be sold in the ATM Offering to master forward confirmation letter agreements.

increase the number of shares that may be sold from time to time in connection with the ATM facility from $ 1.0 to $ 6.0 billion;

permit the forward sale of shares to be sold in the ATM Offering to master forward confirmation letter agreements.

On July 17, 2025,

3 unchanged sentences

The forward sales agreement was outstanding for one week and was settled with the purchase of 6,800,000 shares for $ 201.1

The Company accounted for the forward sales agreement as an equity instrument as the agreement required for physical settlement in shares

of the Company’s Common Stock and did not require or permit net cash settlement.

Accordingly, the contract was recorded in equity,

and no gains or losses were recognized in earnings during the period.

Upon settlement of the forward sales agreement, the proceeds were

recorded as an increase to Common Stock and additional paid in capital as part of the ATM Offering.

The Company accounted for the forward sales agreement as an equity instrument as the agreement required for physical settlement

in shares of the Company’s Common Stock and did not require or permit net cash settlement.

Accordingly, the contract was recorded

in equity, and no gains or losses were recognized in earnings during the periods.

Upon settlement of the forward sales agreement, the

proceeds were recorded as an increase to Common Stock and additional paid in capital as part of the ATM Offering.

August 19, 2025, the Company entered into an Amended and Restated Sales Agreement (“Amended and Restated Sales Agreement”)

1 unchanged sentence

conforming changes.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

of March 31, 2026, the Company has raised total gross proceeds of $ 2,147,073 from sales of shares under the Amended and Restated May

2025 ATM Sales Agreement.

The proceeds were used to further the Company’s ETH Treasury Management strategy as well as provide for

working capital.

entering into the Amended and Restated Sales Agreement in August of 2025, the Company has raised total gross proceeds of $ 2.1 billion

from sales of shares under the Amended and Restated May 2025 ATM Sales Agreement.

Million Offering

4 unchanged sentences

The gross proceeds from the May 20, 2025 Purchase Agreement, before deducting the placement

agent fees and offering expenses, were approximately $ 4,500 .

agent fees and offering expenses, were approximately $ 4.5 million.

See Note 7 – Warrants.

1 unchanged sentence

Any amounts in excess of the par value of the shares were recorded in additional paid-in capital.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

Million Offering

May 26, 2025, the Company entered into a securities purchase agreement for a private placement in public equity (“PIPE”),

offering (the “May 2025 PIPE Offering”) an aggregate of (i) 58,699,760 shares of Common Stock of the Company at an offering

price of $ 6.15 per share, and (ii) pre-funded warrants to purchase up to an aggregate of 10,400,553 shares of Common Stock at an offering

price of $ 6.1499 per pre-funded warrant.

Each of the pre-funded warrants is exercisable for one share of Common Stock at the exercise

price of $ 0.0001 per pre-funded warrant share, are immediately exercisable, and may be exercised at any time until all of the pre-funded

warrants issued in the May 2025 PIPE Offering are exercised in full.

The gross proceeds from the May 2025 PIPE Offering, before deducting

the placement agents fees and offering expenses, were approximately $ 425,000 funded in a combination of cash and Ether.

On June 2, 2025,

Sharplink launched its treasury reserve strategy with the commencement of its purchasing of ETH, serving as the Company’s primary

treasury reserve asset.

Consensys acted as the lead investor in the May 2025 PIPE Offering, along with prominent crypto venture capital

firms and infrastructure providers, with an intent to assist the Company in earning distinction as one of the largest ETH-focused treasury

strategies in the public markets.

The Company also implemented native and liquid staking activities in the second quarter of 2025 to

earn staking rewards from the Company’s digital assets held.

See Note 3 – Digital Asset Holdings, Note 7 – Warrants

and Note 12 - Related Parties.

offering (the “May 2025 PIPE Offering”) an aggregate of (i) 58,699,760

shares of Common Stock of the Company at an offering price

per share, and (ii) pre-funded warrants to purchase up to an

aggregate of 10,400,553

shares of Common Stock at an offering price of $ 6.15

per pre-funded warrant.

Each of the pre-funded warrants is exercisable for one share of Common Stock at the exercise price of $ 0.0001

pre-funded warrant share, are immediately exercisable, and may be exercised at any time until all of the pre-funded warrants issued in

the May 2025 PIPE Offering are exercised in full.

The gross proceeds from the May 2025 PIPE Offering, before deducting the placement

agents fees and offering expenses, were approximately $ 425

funded in a combination of cash and Ether.

On June 2, 2025, Sharplink launched its treasury reserve strategy with the commencement of

its purchasing of ETH, serving as the Company’s primary treasury reserve asset.

Consensys acted as the lead investor in the May

2025 PIPE Offering, along with prominent crypto venture capital firms and infrastructure providers, with an intent to assist the Company

in earning distinction as one of the largest ETH-focused treasury strategies in the public markets.

The Company also implemented native

and liquid staking activities in the second quarter of 2025 to earn staking rewards from the Company’s digital assets held.

Note 3 – Crypto Asset Holdings, Note 7 – Warrants and Note 12 - Related Parties.

Million Offering

3 unchanged sentences

The price per share was $ 19.50 , and the gross proceeds from the August Offering, before deducting

the placement agent fees, financial advisor fees, and offering expenses, were approximately $ 200,000 .

the placement agent fees, financial advisor fees, and offering expenses, were approximately $ 200 million.

In addition, on August 6, 2025,

the Company entered into a placement agency agreement (the “August 2025 Placement Agency Agreement”) with A.G.P., as lead

placement agent and SG Americas Securities, LLC, as co-placement agent (“SocGen,” and together with AGP, the “Placement

placement agent and SG Americas Securities, LLC, as co-placement agent (“SocGen,” and together with A.G.P., the “Placement

Agents”), pursuant to which the Company engaged the Placement Agents as the exclusive placement agents in connection with the August

5 unchanged sentences

2025 Offering closed on August 8, 2025.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

Million Offering

3 unchanged sentences

The price per share was $ 21.76 , and the gross proceeds from the Second August Offering, before

deducting the placement agent fees, financial advisor fees, and offering expenses, were approximately $ 400,000 .

deducting the placement agent fees, financial advisor fees, and offering expenses, were approximately $ 400 million.

In addition, on August

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the Company paid A.G.P.

a cash fee equal to 2.5% of the aggregate gross proceeds raised from the sale of the shares sold in the Second August

a cash fee equal to 2.5% of the aggregate gross proceeds raised from the sale of the shares sold in the Second

August Offering.

The Second August 2025 Offering closed on August 12, 2025.

4 unchanged sentences

The price per October 2025 Shares was $ 17.00 , and the gross

proceeds from the October 2025 Offering, before deducting the placement agent fees and offering expenses, were approximately $ 76,500 .

proceeds from the October 2025 Offering, before deducting the placement agent fees and offering expenses, were approximately $ 76.5 million.

The Company used the net proceeds received from the October 2025 Offering to acquire ETH as well as for general working capital purposes.

3 unchanged sentences

Purchase Shares”).

The Premium Purchase Contract was classified as an equity instrument, valued at $ 8,586 and recorded in additional

paid in capital.

The remaining $ 67,914 of the $ 76,500 proceeds were allocated to Common Stock and also recorded in additional paid in

capital, see Note 7 - Warrants .

The premium purchase contracts were not executed prior to the January 15, 2026 expiration date.

The Premium Purchase Contract was classified as an equity instrument, valued at $ 8.6 million and recorded in

additional paid in capital.

The remaining $ 67.9 million of the $ 76.5 million proceeds were allocated to Common Stock and also recorded

in additional paid in capital, see Note 7 - Warrants .

The premium purchase contracts were not executed prior to the January 15,

2026 expiration date.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

Million Offering

June 22, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional

investor (the “Investor”) to sell in a registered direct offering (the “June 2026 Offering”) an aggregate of 10,013,351

shares (the “Shares”) of the Company’s Common Stock.

Under the Purchase Agreement, the Company also issued the

Investor 10,013,351

warrants to purchase up to 10,013,351

shares of Common Stock (the “Warrants” and the shares underlying the Warrants, the “Warrant Shares”).

Warrant has an exercise price of $ 8.15

per share, is immediately exercisable and will expire four years from the date of issuance.

If the Warrants are fully exercised, the

Company will receive approximately $ 81.6

million in additional aggregate gross proceeds.

The price per unit was $ 7.49 ,

and the gross proceeds from the June 2026 Offering, before deducting the placement agent fees and offering expenses, were

approximately $ 75.0

million, with net proceeds of $ 73.3

million after deducting placement agent fees and offering expenses of $ 1.7

million, which were recorded in additional paid in capital.

The Offering closed on June 23, 2026.

The Company intends to use the net

proceeds received from the June 2026 Offering to acquire ETH, repurchase shares of Common Stock and general working capital

The Warrants Shares issued in the June 2026 Offering were classified as an equity instrument, valued at $ 28.5

million using the relative fair value method and recorded in additional paid in capital.

The remaining $ 46.5

million of the $ 75.0

million gross proceeds were allocated to Common Stock and also recorded in additional paid in capital, see Note 7 -

June 22, 2026, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with A.G.P./Alliance

Global Partners (“A.G.P.”), as sole placement agent (the “Placement Agent”), pursuant to which the Company engaged

the Placement Agent as the exclusive placement agent in connection with the June 2026 Offering.

Pursuant to the Placement Agent Agreement,

the Company paid the Placement Agent a cash fee equal to 2.0% of the aggregate gross proceeds raised from the sale of the securities

sold in the June 2026 Offering.

Repurchase Program

August 21, 2025, the Board approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase

of up to $ 1,500,000 of the Company’s outstanding shares of Common Stock.

of up to $ 1.5 billion of the Company’s outstanding shares of Common Stock.

Under the 2025 Repurchase Program, the Company is authorized

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of $ 0.01 for each share of Common Stock repurchased pursuant to the Repurchase Agreement.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

the year ended December 31, 2025, the Company repurchased 1,938,450 shares of its Common Stock for $ 31,692 .

All repurchased shares are

recorded as treasury stock.

For the three months ended March 31, 2026, the Company did no t repurchase any shares of its Common Stock.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

the year ended December 31, 2025, the Company repurchased 1,938,450

shares of its Common Stock for $ 31 .7 million During the three months ended June 30, 2026, the Company repurchased 2,132,773

shares of its Common Stock for $ 10.0 million.

There were no repurchases during the first quarter of 2026.

All repurchased shares are recorded as treasury stock.

July 24, 2025, the Company held a special meeting of the stockholders and received approval for two proposals:

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September 25, 2025, the Company held a special meeting of stockholders and received approval for an amendment to the Company’s

Certificate of Incorporation to increase the number of authorized and outstanding Common Stock from 500,000,000 to 2,500,000,000 .

amendment was effective on September 25, 2025.

The increase in authorized shares provides additional flexibility to support the Inducement

Award Plan (as defined below), among other initiatives.

Certificate of Incorporation to increase the number of authorized and outstanding Common Stock from 500,000,000

to 2,500,000,000 .

The amendment was effective on September 25, 2025.

The increase in authorized shares provides additional flexibility to support the

Inducement Award Plan (as defined below), among other initiatives.

September 24, 2025, the Company entered into a digital transfer agent agreement with Superstate Services LLC with the intent to tokenize

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Common Stock.

is a summary of the Company’s warrant activity for the three months ended March 31, 2026 and 2025:

is a summary of the Company’s warrant activity for the six months ended June 30, 2026:

Schedule of Warrant Activity

Number of Common Stock Underlying the Warrants

Weighted Average

Exercise Price Per Share

Weighted Average

Remaining Life (Years)

Underlying the

Exercise Price

Outstanding as of December 31, 2025

Exercises of pre-funded warrants

( 11,817,165 )

Outstanding as of March 31, 2026

( 4,500,000 )

Outstanding as of June 30, 2026

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

the six months ended June 30, 2026, the Company issued 5,462,952 shares of its Common Stock upon the exercise of 5,462,952 pre-funded

common stock warrants with an exercise price of $ 0.0001 , which were held by Consensys, a related party (see Note 12 - Related Parties).

As of June 30, 2026, Consensys also holds 3,455,019 warrants to purchase the Company’s Common Stock with exercise prices ranging

from $ 6.15 - $ 8.00 and expire in May 2030 that were issued in connection with a Strategic Advisory Agreement entered into May 2025 (see

the six months ended June 30, 2026, the Company issued 6,354,213 shares of its Common Stock upon the exercise of 6,354,213 pre-funded

Common Stock warrants with an exercise price of $ 0.0001 , which were held by our Chairman of our Board, who is also the CEO of Consensys.

As of June 30, 2026, the Chairman still holds 80,000 pre-funded Common Stock warrants with an exercise price of $ 0.0001 which expire

the June 2026 Offering (see Note 6 - Equity ), the Company issued the Investor 10,013,351 warrants to purchase up to 10,013,351

shares of Common Stock.

Each warrant has an exercise price of $ 8.15 per share, is immediately exercisable and will expire four years

from the date of issuance.

The warrants met the criteria for classification within stockholders’ equity as permanent equity, with

no subsequent remeasurement required.

The fair value of each warrant is estimated on the date of grant using a Black Scholes option-pricing

model (“BSOPM”).

The Company uses historical option exercise and termination data to estimate the term the options are expected

to be outstanding or the contractual term.

The risk-free rate is based on the U.S.

Treasury yield curve in effect at the time of grant.

The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issue date.

Due to a lack

of historical trading of the Company’s own stock, since becoming a digital asset treasury in May 2025 the expected volatility is

based on a weighting of historical volatilities of peer companies and the Company’s own volatility (since May 2025) over the expected

term of the warrant.

fair value of each warrant is estimated on the date of grant using the BSOPM and the following assumptions:

Schedule of Fair Values of Warrant Using Black-scholes Valuation Model Assumptions

Expected dividends

Expected term (years)

Risk-free rate

Fair value per share

of underlying Common Stock on grant date

Company issued a Premium Purchase Contract (“PPC”) to an institutional investor for the right to purchase up to 4,500,000

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The PPC expired on January 15, 2026 and was not exercised.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

of March 31, 2026, our total issued and outstanding warrants include 11,897,165 prefunded warrants of which 6,434,213 are held by the

Company’s Chairman of the Board and 5,462,952 are held by Consensys, a related party.

The prefunded warrants have an exercise price

of $ 0.0001 and expire in May 2030 and were issued as part of the Equity Offerings discussed in Note 6 – Equity .

Consensys also holds 3,455,019 warrants to purchase the Company’s Common Stock with exercise prices ranging from $ 6.1500 - $ 7.995

and expire in May 2030 that were issued in connection with a Strategic Advisory Agreement entered into May 2025.

See Note 15 - Subsequent

Events for the exercise of pre-funded warrants in April 2026.

The pre-funded warrants met the criteria for classification within

stockholders’ equity as permanent equity, with no subsequent remeasurement required.

Number of Common Stock Underlying the Warrants

Weighted Average

Exercise Price Per Share

Weighted Average

Remaining Life (Years)

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

is a summary of the Company’s warrant activity for the six months ended June 30, 2025:

Underlying the

Exercise Price

Outstanding as of December 31, 2024

Outstanding as of March 31, 2025

Outstanding as of June 30, 2025

the three and six months ended June 30, 2025, the Company recognized $ 16,379

of stock-based compensation expense for 3,455,019

of Strategic Advisor Warrants to purchase shares of common

stock issued to Consensys in conjunction with a Strategic Advisory Agreement.

The Strategic Advisor Warrants have various exercise prices

(i) 1,382,007

shares of Common Stock at an exercise price of $ 6.15

per share of Common Stock;

shares of Common Stock at an exercise price of $ 6.77

per share of Common Stock;

(iii) 691,004

shares of Common Stock at an exercise price of $ 7.38

per share of common stock;

and (iv) 691,004

shares of Common Stock at an exercise price of $ 8.00

per share of Common Stock.

See Note 12 - Related Parties .

Company recognized $ 12,864 of stock-based compensation expense recognized as contra-equity for the 2,764,013 Placement Agent Warrants

to purchase shares of Common Stock issued to the Agent in conjunction with the May 2025 PIPE Offering.

The warrants have an exercise

price of $ 7.68 per share of Common Stock.

other warrants issued during the three and six months ended June 30, 2025, were issued in connection with our PIPE Offerings as pre-funded

warrants as disclosed in Note 6 - Equity .

8 – Stock Compensation

August 19, 2025, the board of directors (the “Board”) of the Company adopted the Sharplink, Inc.

Inducement Award Plan (the

“Inducement Award Plan”).

The Board reserved 3,000,000 shares of the Company’s Common Stock for issuance under the

Inducement Award Plan, including restricted stock units (time-based and performance-based), subject to adjustment as provided in the

plan document.

August 19, 2025, the board of directors (the “Board”) of the Company, then known as SharpLink Gaming, Inc., adopted the SharpLink

Inducement Award Plan (the “Inducement Award Plan”).

The Board reserved 3,000,000 shares of the Company’s

Common Stock for issuance under the Inducement Award Plan, including restricted stock units (time-based and performance-based), subject

to adjustment as provided in the plan document.

terms of the Inducement Award Plan are substantially similar to the terms of the Company’s Amended and Restated 2023 Equity Incentive

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or such subsidiary.

August 2025, the Company granted 443,385 restricted stock units to the newly appointed Co-CEO with 147,795 performance based awards and

295,590 service based awards, under the Inducement Award Plan (see Restricted Stock Units - Performance Based below).

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

awards are generally granted with an exercise price equal to the market price of the Company’s Common Stock at the date of grant;

6 unchanged sentences

2023 Equity Incentive Plan

Company did not grant any stock options for the three months ended March 31, 2026 and 2025, respectively.

The Company recognized stock

compensation expense for stock options of $ 1 and $ 36 for the three months ended March 31, 2026 and 2025.

summary of activity under the plans as of March 31, 2026, and change for the three months ended March 31, 2026, is as follows:

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

Company did not grant any stock options for the three and six months ended June 30, 2026 and 2025, respectively.

The Company recognized

stock compensation expense for stock options of $ 0 and $ 37 for the three months ended June 30, 2026 and 2025, respectively, and $ 1 and

$ 73 for the six months ended June 30, 2026 and 2025, respectively.

summary of activity under the plans as of June 30, 2026, and change during the six months ended June 30, 2026, is as follows:

Schedule of Stock Option Activity

Outstanding as of December 31, 2025

Outstanding as of March 31, 2026

Exercisable as of March 31, 2026

summary of activity under the plans as of March 31, 2025, and change for the three months ended March 31, 2025, is as follows:

Outstanding as of June 30, 2026

Exercisable as of June 30, 2026

summary of activity under the plans as of June 30, 2025, and change during the six months ended June 30, 2025, is as follows:

Outstanding as of December 31,

Outstanding as of March 31, 2025

Exercisable as of March 31, 2025

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

Stock Units- Service Based

Outstanding as of

June 30, 2025

Exercisable as of

June 30, 2025

Company’s Compensation Committee recommended to the Board and the Board approved the granting of certain restricted stock units

(“RSUs”) to employees and the Board that vest over the passage of time.

The Company recognized stock compensation expense

for service based RSU awards of $ 2,934 and $ 33 for the three months ended March 31, 2026 and 2025, respectively.

following is a summary of service based RSU activity for the three months ended March 31, 2026:

(“RSUs”) to employees and the Board that vest over the passage of time as well as performance based restricted stock units.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

following is a summary of RSU activity for the six months ended June 30, 2026:

Schedule of Restricted Stock Units

Average Grant

Date Fair Value

Outstanding as of December 31,

Outstanding and unvested as of March 31, 2026

total unrecognized compensation cost related to unvested service based RSUs as of March 31, 2026 was $ 18,410 .

For the three months

ended March 31, 2026, the grant date fair value of the vested and issued restricted stock was $ 12,731 .

following is a summary of RSU activity for the three months ended March 31, 2025:

Outstanding and unvested

as of June 30, 2026

following is a summary of RSU activity for the six months ended June 30, 2025:

Average Grant

Date Fair Value

Outstanding as of December 31,

Outstanding and unvested as of March 31, 2025

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

Outstanding and unvested

as of June 30, 2025

Stock Units - Time Based

Company recognized stock compensation expense for time based RSU awards of $ 2,490 and $ 261 for the three months ended June 30, 2026 and

2025, respectively, and $ 5,423 and $ 294 for the six months ended June 30, 2026 and 2025, respectively.

The total unrecognized compensation

cost related to unvested time based RSUs as of June 30, 2026 was $ 23,960 and will be recognized through 2029 for 1,315,859 unvested RSUs.

During the six months ended June 30, 2026, the grant date fair value of the vested and issued restricted stock was $ 13,450 .

Stock Units - Performance Based

2 unchanged sentences

The awards are intended to vest based on the achievement

of specified financial and operational performance metrics over a three-year performance period, subject to continued service through

the end of the performance period.

The Company recognizes the stock-based compensation expense in connection with the Performance RSUs

when they are granted or at the service inception date if the service inception date precedes the grant date.

As of March 31, 2026, a

grant date had not yet been established for 89,029 Performance RSUs because certain performance conditions and award parameters remained

subject to the final determination by the Compensation Committee.

The Company remeasures the fair value of the award at each reporting

date, as the service date preceded the grant date.

In the period in which the grant date occurs, cumulative compensation cost will be

adjusted to reflect the cumulative effect of measuring compensation cost based on the fair value at the grant date rather than the fair

value previously used at the service inception date or subsequent reporting dates.

For the three months ended March 31, 2026, the Company

recognized $ 66 in stock compensation expense.

Unamortized stock compensation expense of $ 618 will be recognized through 2028 for 89,029

unvested options.

of specified financial and operational performance metrics over a three annual performance periods, subject to continued service through

the end of each annual performance period.

The Company recognizes the stock-based compensation expense in connection with the Performance

RSUs when they are granted or at the service inception date if the service inception date precedes the grant date.

As of June 30, 2026,

a grant date had not yet been established for 49,265 Performance RSUs because certain performance conditions and award parameters remained

subject to the final determination by the Board of Directors.

The Company remeasures the fair value of the award at each reporting date,

as the service date preceded the grant date.

In the period in which the grant date occurs, cumulative compensation cost will be adjusted

to reflect the cumulative effect of measuring compensation cost based on the fair value at the grant date rather than the fair value

previously used at the service inception date or subsequent reporting dates.

For the three and six months ended June 30, 2026, the Company

recognized $ 566 and $ 632 , respectively, in stock compensation expense.

Unamortized stock compensation expense of $ 4 will be recognized

through 2026 for 49,265 unvested RSUs.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

June 29, 2026, the Compensation Committee certified achievement of the maximum performance level (200% of target) for the first annual

performance cycle (July 1, 2025 through June 30, 2026) for three of the Company’s executive officers, and amended the related 2025

Performance RSU award agreements to provide that units earned for each annual performance cycle vest at the end of that cycle, rather

than cliff-vesting at the original July 24, 2028 vesting date.

The vesting amendment shortened the requisite service period for the first

tranche of these awards from approximately 35 months to approximately 10 months, which the Company accounted for as a change in accounting

estimate, recognizing the cumulative effect in the three months ended June 30, 2026.

accounting grant date for the first tranche is June 29, 2026 for two of these executive officers, whose awards the Compensation Committee

approved under its charter authority, and July 3, 2026 for the remaining executive officer, whose award required and received approval

by unanimous written consent of the Board of Directors.

Because the June 29, 2026 grant date occurred within the second quarter of 2026

and those two awards were fully vested at June 30, 2026, they were measured at the June 29, 2026 grant-date fair value of $ 4.92 per unit

and fully recognized in the three and six months ended June 30, 2026, with no further cost recognized thereafter.

The remaining executive

officer’s first-tranche award was unvested at June 30, 2026;

the second-quarter cost was measured at the June 30, 2026 reporting-date

fair value of $ 4.80 per unit, and cumulative cost will be trued up to the $ 5.31 grant-date fair value in the third quarter of 2026, when

the July 3, 2026 grant date occurs.

Also see Note 14- Subsequent Events .

Share Settlement of Restricted Stock Units

vesting of certain restricted stock units, the Company withholds a portion of the shares otherwise issuable to satisfy the employees’

statutory tax withholding obligation.

As a result, the number of shares ultimately issued is less than the number of restricted stock

units vested.

During the period ended March 31, 2026, RSUs representing 830,658

shares vested on a gross basis, of which 351,404

shares were withheld to satisfy tax withholding obligations,

resulting in 479,254

net shares issued to employees, executives and our former CEO.

The shares withheld are treated as a repurchase of Common Stock and recorded as a reduction of $ ( 2,896 ) .

vesting of certain RSUs, the Company withholds a portion of the shares otherwise issuable to satisfy the employees’ statutory

tax withholding obligation.

As a result, the number of shares ultimately issued is less than the number of RSUs vested.

period ended June 30, 2026, RSUs representing 960,467

shares vested on a gross basis, of which 74,539 were issued to employees not subject to net share settlement, and 382,699

shares were withheld to satisfy tax withholding obligations, which resulted in 503,229

net shares issued to employees, executives and our former Co-CEO.

The shares withheld are treated as a repurchase of Common Stock

and recorded as a reduction of $( 3,068 )

to additional paid-in-capital.

9 – Income Taxes

a quarterly basis, we estimate our annual effective tax rate and record a quarterly income tax provision based on the anticipated rate.

As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction.

The effective tax rate for the three months ended March 31, 2026 was 0.17 % primarily due to the full valuation allowance for the Company’s

deferred tax assets as of March 31, 2026, as well as the current tax expense of $ ( 1,183 ) for the period ended March 31, 2026.

has NOLs available to offset a portion of the current year taxable income, subject to certain limitations.

At each reporting period,

management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets.

On March 31, 2026, management has determined that there is not sufficient positive evidence to conclude that it is more likely than not

that the Company’s net deferred tax asset will be fully realized.

a quarterly basis, we estimate our annual effective tax rate and record a quarterly income tax provision based on the anticipated

As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax

jurisdiction.

The effective tax rate for the six months ended June 30, 2026 was 0.20 %, primarily due to the full valuation allowance

for the Company’s deferred tax assets as of June 30, 2026, as well as the current tax expense of $ ( 2,181 ) for the six months ended June 30, 2026.

At each reporting period, management considers new evidence, both positive and

negative, that could affect its view of the future realization of deferred tax assets.

At June 30, 2026, management has determined

that there is not sufficient positive evidence to conclude that it is more likely than not that the Company’s net deferred tax

asset will be fully realized.

Although the Company maintains a full valuation allowance against its net

deferred tax assets, the Company has been, and expects to continue to be, a net taxpayer on a quarterly and annual basis, resulting in

the recognition of current income tax expense and the payment of cash income taxes.

This is primarily attributable to the recognition

of LsETH and weETH staking rewards being recognized for income tax purposes as revenue.

LsETH and weETH staking rewards are recognized

as revenue for financial reporting purposes only when the LsETH or weETH are redeemed and derecognized, measured at the fair value of

ETH at contract inception, which is when the ETH were staked.

Further, the Company has limited ability to utilize its Net Operating Losses

available to offset current year taxable income due to the 80% limitation on the utilization of post-2017 federal Net Operating Losses

under Section 172 of the Internal Revenue Code.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

10 - Commitments and Contingencies

5 unchanged sentences

could occur, which could have a material adverse effect on the Company’s results of operations for that period or future periods.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

Company has entered into certain capital markets arrangements in connection with its Amended and Restated May 2025 ATM Sales Agreement

3 unchanged sentences

the ATM Offering do not meet the specified minimum threshold over a one-year period ending August 2026.

The Company’s obligation,

if any, under such provisions is contingent upon future ATM sales activity, which is discretionary and subject to prevailing market conditions,

including volatility in the Company’s stock price and digital asset markets.

As of March 31, 2026 and December 31, 2025, management

concluded that it is not probable that the Company will incur a minimum broker fee shortfall.

Accordingly, no liability has been accrued

related to these arrangements.

In July 2026, the Company received

confirmation that it will not be required to make any payment under these provisions, thereby eliminating the contingency.

had been accrued related to these arrangements as of period ended June 30, 2026 and December 31, 2025.

Linea Deployment Commitment

On December 18, 2025, the Company entered into a Strategic Partnership

Agreement with Consensys Software Inc., Linea, ether.fi, and EigenCloud (the “Linea Agreement”), under which the Company committed

to bridge and maintain a minimum of $ 200.0 million of ETH and weETH on the Linea network over a two-year term.

The Company was required

to reach the $ 200.0 million minimum within six months of the effective date and to maintain deployed assets at or above that threshold

for the remainder of the term of the agreement.

The Company satisfied the minimum deployment requirement during the first quarter of 2026,

and as of June 30, 2026 remained in compliance with the maintenance threshold.

Although the Company has no intention of reducing its commitment

below the contractual minimum at this time, a reduction of deployed assets below the $ 200.0 million floor may expose the Company to damages

beyond the return of the deployed assets provided it is determined the reduction constituted a material breach of the contract.

The Company’s

assessment of any damages from a contractual breach under the Linea Agreement to be remote and, therefore, has not recorded a liability.

April 2026, the Company entered into a sublease for office space in New York, New York, which commenced on May 1, 2026 and expires on

November 30, 2027.

The Company accounts for the arrangement as an operating lease under ASC 842 and, having elected the risk-free rate

practical expedient, measured the lease liability at commencement using a discount rate of 3.73 %.

At June 30, 2026, the Company had recorded a right-of-use asset of approximately $ 180 ,

included in other assets, and a corresponding operating lease liability of approximately $ 202 ,

in other liabilities and $ 116

in accounts payable and accrued expenses, on the condensed consolidated balance sheet.

Lease cost is recognized on a straight-line basis

over the lease term, and future undiscounted lease payments total approximately $ 208

through November 30, 2027

and Uncertainties

8 unchanged sentences

portion of the Company’s ETH is deployed in liquid staking protocols.

Staked ETH and LsETH remain accessible to the Company, subject

to the applicable unbonding or withdrawal periods of the underlying protocol.

The Ethereum network permits withdrawals of staked ETH,

and the Company has the ability to request and receive withdrawals in the normal course of business.

Staked ETH, LsETH and weETH remain accessible to the Company,

subject to the applicable unbonding or withdrawal periods of the underlying protocol.

The Ethereum network permits withdrawals of staked

ETH, and the Company has the ability to request and receive withdrawals in the normal course of business.

The Company also assesses whether

1 unchanged sentence

of obligations.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

Company’s crypto assets are subject to fair value volatility.

3 unchanged sentences

in observable market prices may result in impairment charges.

The Company recognized a net fair value unrealized loss of ($ 506,664 ) and

an impairment loss on its LsETH and weETH of $ 191,670 for the three months ended March 31, 2026, reflecting the decline in ETH prices

during the period.

Further, for the three months ended March 31, 2026, we recognized realizes losses and unrealized losses related

to rebates and incentives received in the form of digital assets of $ 210 and $ 18 , respectively.

During the three months ended June 30, 2026 and 2025, the Company recognized

a net fair value unrealized loss on its ETH of $ ( 320,921 ) and $ ( 2,437 ) and an impairment loss on its LsETH and weETH of $ ( 76,093 ) and

$ ( 87,813 ) , respectively.

During the six months ended June 30, 2026 and 2025, the Company recognized a net fair value unrealized loss

on its ETH of $ ( 827,567 ) and $ ( 2,437 ) and an impairment loss on its LsETH and weETH of $ ( 267,763 ) and $ ( 87,813 ) , respectively.

unrealized losses and impairment losses reflect the decline in ETH prices during the periods.

the three and six months ended June 30, 2026, we recognized realized losses on incentive tokens earned, due to changes in fair value,

of $ 304 and $ 514 , respectively, and unrealized losses upon the receipt of rebate and incentive tokens of $ 82 and $ 100 , respectively.

Company’s custodial arrangements with Anchorage Digital Bank N.A.

17 unchanged sentences

separate disclosure.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

Ethereum protocol enforces ownership and withdrawal rights for staked assets.

8 unchanged sentences

support the Company’s assessment of existence, rights and obligations, and completeness of digital-asset balances and related revenue.

Lender Agreement

November 26, 2025, the Company entered into a Master Lender Agreement (“Master Lender Agreement”) with FalconX Charlie Inc.

12 unchanged sentences

either party, provided any outstanding borrowings are repaid in full.

There were no borrowings under the Master Lender Agreement for

the three months ended March 31, 2026.

There were no borrowings under the Master Lender Agreement during

the six months ended June 30, 2026.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

11 – Net Loss Per Share

1 unchanged sentence

outstanding during the period excluding the effects of any potentially dilutive securities.

As of March 31, 2026, the Company has issued

As of June 30, 2026, the Company has issued

and outstanding prefunded warrants that are exercisable at a nominal price and exercisable at any time by the holder (see Note 7 -

1 unchanged sentence

Common Stock outstanding.

As of March 31, 2025, there were no issued and outstanding prefunded warrants.

net loss per share is computed similarly to basic loss per share, except that the denominator is increased to include the number of additional

Common Stock that would have been outstanding if potential shares of Common Stock had been issued if such additional Common Stock were

the Company had net loss from operations for the three months ended March 31, 2026 and a net loss from both continuing and discontinued

operations for the three months ended March 31, 2025, the following presents anti-dilutive securities excluded from basic and diluted

net loss per share calculated on the statement of operations as their inclusion would have been anti-dilutive.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

the Company had net loss from operations for the three and six months ended June 30, 2026 and June 30, 2025, the following presents anti-dilutive

securities excluded from basic and diluted net loss per share calculated on the statement of operations as their inclusion would have

been anti-dilutive.

Schedule of Computation of Diluted Shares Outstanding

Three Months Ended

March 31, 2026

Three Months Ended

March 31, 2025

Three and Six

June 30, 2026

Three and Six

June 30, 2025

Anti-Dilutive:

Prefunded warrants

Stock options

Series A-1 preferred stock

Series B preferred stock

Unvested restricted stock Units

1 unchanged sentence

12 – Related Parties

Issued and Outstanding

Note 7 - Warrant s for warrants issued and outstanding held by the Company’s Chairman of the Board, who is also the CEO of Consensys,

and warrants issued and outstanding held by Consensys, both considered to be related parties.

discussed in Note 7 – Warrants , the Company has warrants issued and outstanding that are held by its Chairman of the Board

(who also serves as CEO of Consensys), as well as warrants issued directly to Consensys, both of which are considered related parties.

During the six months ended June 30, 2026, the Chairman and Consensys exercised pre-funded warrants, resulting in the issuance of 11,817,165

shares of Common Stock.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

Company is a founding member of the Linea Consortium, along with Consensys, a leading governance body supporting the development of Ethereum’s

most aligned Layer 2 blockchain network.

See Note 10 - Commitments and Contingencies.

13 – Operating Segments

8 unchanged sentences

by segment for revenue, operating profit (loss) and key operating expenses, as well as significant segments assets, as detailed below.

a result, the Company operates two

reportable segments under ASC 280, Segment Reporting ,

ETH Treasury Management and Affiliate Marketing.

a result, the Company operates two reportable segments under ASC 280, Segment Reporting, ETH Treasury Management and Affiliate Marketing.

Treasury Management

10 unchanged sentences

In addition to the staking and restaking activities, the ETH Treasury Management segment

receives monthly protocol incentives from Ether.fi, Linea, and Eigen Cloud under the SPA in exchange for providing and maintaining TVL

Total ETH Treasury Management net loss from continuing operations before income taxes was $ ( 684,331 ) for the three months ended

March 31, 2026.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

receives monthly protocol incentives from ether.fi, Linea, and EigenCloud under the SPA in exchange for providing and maintaining TVL

Total ETH Treasury Management net loss from operations before income taxes was $ ( 393,214 ) and $ ( 1,077,546 ) for the three and

six months ended June 30, 2026, respectively, and $ ( 101,926 ) and $ ( 101,926 ) for the three and six months ended June 30, 2025, respectively.

Company’s Affiliate Marketing operations include performance marketing services, lead generation and data analytics.

2 unchanged sentences

referred to them.

Affiliate Marketing net loss from continuing operations before income taxes was $ ( 47 ) for the three months ended March 31, 2026 and $ ( 914 )

for the period ended March 31, 2025.

Affiliate Marketing net loss from operations before income taxes was $ ( 61 ) and $ ( 108 ) for the three and six months ended June

30, 2026, respectively, and $ ( 1,470 ) and $ ( 2,442 ) for the three and six months ended June 30, 2025, respectively.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

following table presents significant segment assets regularly provided to and reviewed by the CODM for each operating segment as of the

period ended March 31, 2026:

Schedule of Companies Reportable Segments

ETH Treasury Management

Affiliate Marketing

Total Consolidated

periods ended June 30, 2026:

of Segment Information

USDC stablecoin

Crypto assets at fair value

1 unchanged sentence

Total consolidated assets

following table presents significant segment revenues and expenses regularly provided to and reviewed by the CODM for each operating

segment for the three months ended March 31, 2026:

ETH Treasury Management

Affiliate Marketing

following table presents significant segment assets regularly provided to and reviewed by the CODM for each operating segment for the

year ended December 31, 2025:

USDC stablecoin

Crypto assets at fair value

Crypto assets at cost

Total consolidated

Revenue from staking, net

following table presents significant segment revenues and expenses regularly provided to and reviewed by the CODM for each operating

segment for the three months ended June 30, 2026 and 2025:

For the Three Months Ended June 30, 2026

For the Three Months Ended June 30, 2025

Revenue from staking

Revenue from affiliate marketing

3 unchanged sentences

Unrealized loss on crypto assets at fair value, net

Total losses from operations

Cost of revenues

Total gains (losses) from operations, net

Cost of revenues from affiliate marketing

Salaries and benefits

4 unchanged sentences

Other segment expenses (1)

Segment net loss from continuing operations before income taxes

Segment net loss from operations before income taxes

$ ( 393,214 )

$ ( 393,275 )

$ ( 101,926 )

$ ( 103,396 )

(1) - other segment

items included in Segment net loss include:

consulting and compliance fees, general and administrative, insurance, other income and expenses.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

following table presents significant segment assets regularly provided to and reviewed by the CODM for each operating segment for the

year ended December 31, 2025:

ETH Treasury Management

Affiliate Marketing

Total Consolidated

USDC stablecoin

Crypto assets at fair value

Crypto assets at cost

Total consolidated assets

professional fees, general and administrative, insurance, other income and expenses.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

following table presents significant segment expenses regularly provided to and reviewed by the CODM for each operating segment for the

three months ended March 31, 2025:

ETH Treasury Management

Affiliate Marketing

Total Consolidated

six months ended June 30, 2026 and 2025:

For the Six Months Ended June 30, 2026

For the Six Months Ended June 30, 2025

Revenue from staking

Revenue from affiliate marketing

2 unchanged sentences

Realized gain on crypto assets, net

Total losses from operations

Unrealized loss on crypto assets at fair value, net

Total gains (losses) from operations, net

Cost of revenues

Salaries and benefits

Contractors and consulting expense

Marketing expenses

Stock-based compensation

Asset manager fees

Accounting and Legal expenses

Impairment of crypto assets at cost

Other segment expenses (1)

Segment net loss from continuing operations before income taxes

Segment net loss from operations before income taxes

$ ( 1,077,546 )

$ ( 1,077,654 )

$ ( 101,926 )

$ ( 104,368 )

(1) - other segment

items included in Segment net loss include:

stock-based compensation, professional fees, general and administrative, insurance, other

income and expenses.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

professional fees, general and administrative, insurance, other income and expenses.

by Geographic Location

revenues by country in which the Company operated for the three months ended March 31, 2026 and 2025 are shown below.

All ETH Treasury

Management revenue occurred within the United States.

revenues by country in which the Company operated for the three and six months ended June 30, 2026 and 2025 are shown below.

Treasury Management revenue occurred within the United States.

Schedule of Revenues by Country

the three months ended March 31, 2026:

For the Three Months

Ended June 30, 2026

For the Six Months

Ended June 30, 2026

United States

Rest of the World

the three months ended March 31, 2025:

the Three Months

June 30, 2025

the Six Months

June 30, 2025

United States

1 unchanged sentence

Company does not have material assets in foreign jurisdictions.

14 – Discontinued Operations

accordance with ASC 205-20, Presentation of Financial Statements:

Discontinued Operations (“ASC 205-20”), a disposal

of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal

represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components

of an entity meet the criteria in paragraph 205-20-45-10.

In the period in which the component meets the held-for-sale or discontinued

operations criteria, the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component

of total assets and liabilities separate from those balances of the continuing operations.

At the same time, the results of all discontinued

operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss)

of continuing operations.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

Company negotiated a Share and Asset Purchase Agreement which was closed on December 31, 2022.

The majority of the assets of the primary

reporting unit within MTS were sold.

Accordingly, the assets and liabilities of the MTS business were separately reported as assets and

liabilities from discontinued operations as of December 31, 2025.

For the three months ended March 31, 2025, the results of operations

and cash flows of MTS are separately reported as discontinued operations.

As of March 31, 2026, the Company did not have significant

assets and liabilities related to discontinued operations or significant results of operations or cash flows for the three months

ended March 31, 2026.

Therefore, the disclosures on discontinued operations is only relevant as of and for the three months ended March

Reconciliation of Discontinued Operations

Schedule of Reconciliation of Discontinued Operations

March 31, 2025

Cost of Revenues

Operating Expenses

Selling, general, and administrative expenses

Operating Loss

Total other income

Loss before income taxes

Income tax expense

Loss from discontinued operations, net

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified

as discontinued operations as of December 31, 2025:

of Major Classes of Assets and Liabilities

December 31, 2025

Carrying amounts of major classes of assets included as part of discontinued operations:

Current assets

Prepaid expenses and other current assets

Total current assets

December 31, 2025

Carrying amounts of major classes of liability included as part of discontinued operations:

Current Liabilities

Accounts payable and accrued expenses

Total current liabilities

14 – Subsequent Events

Warrant Exercises

April 14, 2026, the Company issued 5,462,952 shares of its Common Stock upon the exercise of 5,462,952 pre-funded common stock warrants

with an exercise price of $ 0.0001 , which were held by Consensys.

April 15, 2026, the Company issued 6,354,213 shares of its Common Stock upon exercise of 6,354,213 pre-funded common stock warrants with

an exercise price of $ 0.0001 , which were held by our chairman of our Board.

of Asset Manager Agreements

April 3, 2026, the Company entered into a mutual termination agreement with its two external asset managers, ParaFi Capital LP and Galaxy

Digital Capital Management LP (the “Termination Agreements”).

Pursuant to the Termination Agreements, each asset management

agreement that was previously entered into on May 30, 2025 (the “Asset Management Agreements”) will be terminated effective

May 31, 2026.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(dollar amounts in

thousands, except share, per share data, and crypto asset tokens)

the Company nor the asset managers have any remaining or future obligations or commitments to the other party under the Asset Management

Agreements other than those amounts pursuant to the Termination Agreements.

Further, the Company is not required to pay any termination

fees or penalties in connection with the mutual termination of the Asset Management Agreements.

Accounting Officer

May 6, 2026, the Board appointed Dana Perez, 48, the former Senior Vice President of Accounting as the Chief Accounting Officer, effective

March 1, 2026.

Perez has served as the Company’s Senior Vice President of Accounting since September 15, 2025.

The foregoing description is qualified in its entirety by reference to

the full text of the employment letter, which will be filed in the Company’s Form 10-Q for the quarter ended June 30, 2026.

Perez is a Florida-licensed Certified Public Accountant with over 25 years of experience in SEC compliance and reporting, audit management,

technical accounting, and financial statement preparation.

Since 2020, she has served as the principal of Eschenburg Perez CPA, LLC,

a financial consulting firm providing fractional CFO and controller services to public and private companies.

Concurrently, she has served

as Chief Financial Officer of Jupiter Neurosciences, Inc.

(June 2021 to December 2022), MGO Global, Inc.

(January 2024 to February 2025),

and as Interim Chief Financial Officer of Capstone Companies, Inc.

(January 2023 to present).

From 2013 to 2021, Ms.

Perez served as

Chief Financial Officer of Adopt-A-Family of the Palm Beaches, Inc.

Earlier in her career, she served as Manager, National Office of

Risk Management, and Audit Manager at RSM US LLP.

Perez holds a Master of Science in Accountancy and a Bachelor of Science in Accountancy

from the University of North Carolina at Wilmington and is a member of the American Institute of Certified Public Accountants.

are no family relationships between Ms.

Perez and any director or other executive officer, nor are there any transactions to which the

Company was or is a participant and in which Ms.

Perez has a material interest subject to disclosure under Item 404(a) of Regulation

There are no arrangements or understandings between Ms.

Perez and any other persons pursuant to which she was selected as an officer.

Stock Units - Performance Based

July 3, 2026, the Board of Directors approved the target award level for the first performance cycle (July 1, 2025 through June 30, 2026)

of the Chief Executive Officer’s performance-based RSUs, establishing the accounting grant date for the first tranche of that award.

The units earned at the Compensation Committee’s certified maximum performance level (200% of target), totaling 98,530 units, vested

upon the Board’s approval and were measured at a grant-date fair value of $ 5.31 per unit for an aggregate grant-date fair value

Because the grant date and vesting occurred after June 30, 2026, these units were not included in the restricted stock units

released, or in the related net share settlement, presented in Note 8 as of June 30, 2026.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

amounts in thousands, except share, per share data, and crypto asset tokens)

settlement, the Company withheld 50,124 shares to satisfy $ 266 of statutory tax withholding obligations, resulting in 48,406 net shares

issued to the Chief Executive Officer.

The shares withheld will be treated as a repurchase of Common Stock in the third quarter of 2026.

Chief Executive Officer’s second-quarter 2026 compensation cost for this tranche was measured at the June 30, 2026 reporting-date

fair value of $ 4.80 per unit.

Upon establishment of the July 3, 2026 grant date, cumulative compensation cost will be adjusted to the

$ 5.31 grant-date fair value, resulting in additional stock-based compensation expense of approximately $ 50 to be recognized in the third

quarter of 2026.

of Restricted Stock Units

July 2026, the Company granted ten RSUs awards to its executive officers under its equity incentive plan, consisting of five time-based

awards covering an aggregate of approximately 1,456,375 shares and five performance-based awards covering an aggregate of approximately

728,183 shares.

The time-based awards vest over their respective requisite three-year service periods.

The performance-based awards vest

over three annual performance periods, with the first performance period ending on June 30, 2027, subject to the Company’s evaluation

of the applicable performance metrics as of that date.

Because those performance metrics are subjective and will not be established until

that evaluation is completed, a mutual understanding of the awards’ key terms and conditions does not yet exist and, accordingly,

a grant date has not been established for the performance-based awards under ASC 718.

of Galaxy Sharplink Onchain Yield Fund

August 7, 2026, the Company and Galaxy Digital executed definitive agreements establishing the Galaxy Sharplink Onchain Yield Fund, LP (the

“Fund”), a $ 125.0 million institutional investment vehicle designed to deploy ETH into professionally managed onchain yield

The Fund launched with aggregate capital commitments of $ 125.0 million, consisting of a $ 100.0 million capital commitment

from the Company and a $ 25.0 million capital commitment from Galaxy Digital.

The Company’s commitment is expected to be funded

in accordance with the terms of the partnership agreement.

Galaxy Digital serves as the Fund’s investment manager and is responsible

for opportunity sourcing, risk management and capital deployment.

The Company participates in the Fund as a limited partner.

is intended to maintain exposure to ETH and associated staking rewards while deploying capital into targeted onchain yield strategies.

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-Q

Item 1. Financial Statements