Summary of Significant Accounting Policies |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by Sharplink, Inc. pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of Company management, the foregoing statements contain all adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company as 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. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates.
SHARPLINK, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (dollar amounts in thousands, except share, per share data, and crypto asset tokens)
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by rules and regulations of the SEC. Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by GAAP for a complete financial statement presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended 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 rounding; per-share and per-unit amounts are calculated from underlying unrounded figures.
(b) Reclassifications
We made certain reclassifications to prior period amounts presented on our condensed consolidated statements of operations to conform to the current period presentation. 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, 2022. 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.
(c) Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of Sharplink and its wholly owned subsidiaries. All intercompany accounts and transactions between consolidated subsidiaries have been eliminated in consolidation.
(d) Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to measurement of crypto assets at fair value; impairment of crypto assets at cost; stock-based compensation; income taxes, including the carrying value of deferred tax assets; and litigation and contingencies, including liabilities that the Company deems not probable of assertion. The Company bases 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, recognition of liabilities and equity that is not readily apparent from other sources.
SHARPLINK, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (dollar amounts in thousands, except share, per share data, and crypto asset tokens)
(e) Investments in Equity Securities Without Readily Determinable Fair Values
Equity 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.
(f) Crypto Assets
The Company’s crypto assets primarily consist of ETH, the native token of the Ethereum blockchain, liquid staking tokens (“LST”) and liquid restaking tokens (“LRT”). The Company’s LST and LRT holdings are comprised of both Liquid Collective’s LST (“LsETH”) and ether.fi’s LRT (“weETH”).
LsETH 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 ether.fi, a third party liquid restaking protocol.
ETH 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.
Crypto assets at fair value (ETH)
Crypto assets acquired are initially recorded at cost, which represents the cash, cash equivalents or other financial assets paid to acquire the asset, including transaction fees. Crypto assets received in exchange for goods or services, or in connection with the issuance of shares, are recognized at their fair value on the date received, which becomes their cost basis.
Crypto 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.
SHARPLINK, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (dollar amounts in thousands, except share, per share data, and crypto asset tokens)
Purchases 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 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.
Crypto assets at cost (LsETH and weETH)
Crypto assets at cost are recognized at fair value on the date received, which becomes their cost basis. Crypto assets at cost, such as LsETH and weETH, do not fall in the scope of ASC 350-60 for subsequent measurement. LsETH and weETH represent a receipt token, which in general and by design, grants the holder an enforceable right to redeem ETH for which it was exchanged. Therefore, it fails the ‘other goods and services criterion’ in ASC 350-60-15-1(b) and is outside the scope of ASC 350-60. Crypto assets at cost are therefore 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.
The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices in the Company’s principal market, indicates that it is more likely than not that any of the assets are impaired. The quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined as its principal market, are used in the analysis of LsETH. 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 820. 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. If the carrying value of a LsETH or weETH exceeds that lowest intraday price, an impairment loss has occurred with respect to that LsETH and weETH in the amount equal to the difference between its carrying value and such lowest price. Impairment losses are recognized in the period in which the impairment occurs and are reflected within “Impairment of crypto assets at cost” in the Company’s condensed consolidated statements of operations. The impaired crypto assets are written down to their fair value at the time of impairment and this becomes the new cost basis for those assets. The cost basis of LsETH and weETH will not be adjusted upward for any subsequent increase in fair value.
Receipt of LsETH and weETH in connection with the staking and restaking of ETH into a liquid staking protocols are presented as non-cash investing activities in the condensed consolidated statements of cash flows. Receipt of LsETH and weETH as rewards and incentives are presented as non-cash operating activities in the condensed consolidated statements of cash flows.
(g) Revenue from Staking activities
Beginning in June 2025, the Company began staking its ETH. 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.
SHARPLINK, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (dollar amounts in thousands, except share, per share data, and crypto asset tokens)
Native Staking
The Company participates in native staking exclusively as a delegator through third-party validators. The Company delegates ETH to validators 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.
Rewards 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. 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 and $378, respectively, and custodians of approximately $299 and $76, 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 and $378, respectively, and custodians of approximately $627 and $76, respectively are recognized separately as operating expenses.
On 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.
On 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”).
Pursuant 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.
SHARPLINK, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (dollar amounts in thousands, except share, per share data, and crypto asset tokens)
Liquid Staking and Liquid Restaking Activities
We also participate in liquid staking and restaking arrangements, whereby ETH is deployed into third-party protocols in exchange for LST and LRTs, such as LsETH and weETH, respectively. Staking with Liquid Collective represents the Company’s liquid staking activities, under which ETH is contributed to the Liquid Collective staking pool and LsETH is minted and 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.
Since 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. There is no ongoing performance obligation following the staking of ETH through the liquid staking and restaking protocol. 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 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 operations.
Upon 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 tokens received concurrently are then recognized. Any gain or loss on the staking transaction is recognized in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) based on the difference between the carrying amount of the ETH staked and the fair value of the LsETH and weETH received and included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations. 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.
When 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 are reflected as revenue.
In LsETH and weETH redemption transactions, the Company is exposed to changes in the market price of ETH between the date the redemption request is initiated and the date ETH is received. The Company evaluates whether such ETH receivables contain embedded derivatives that require bifurcation and separate accounting under applicable accounting guidance, ASC 815, Derivatives and Hedging. Any identified 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.
SHARPLINK, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (dollar amounts in thousands, except share, per share data, and crypto asset tokens)
During 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 2026. 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.
No weETH was redeemed during the three and six months ended June 30, 2026.
Protocol Incentives
On 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. 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.
Separate from staking rewards from weETH at redemption, as denoted above in Liquid Staking and Liquid Restaking Activities, we are entitled to monthly protocol incentives from ether.fi, Linea, and EigenCloud under the SPA. We have concluded that ether.fi, Linea, and EigenCloud are each customers under ASC 606, as they provide consideration in exchange for our service of providing and maintaining TVL on Linea, which is an output of our ongoing treasury operations.
Protocol 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. Revenue is 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. As of April 2026, the contractual cap of 500,000 protocol incentive tokens with EigenCloud was met.
See Note 4 - Revenue Recognition for further disclosures
SHARPLINK, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (dollar amounts in thousands, except share, per share data, and crypto asset tokens)
(h) Crypto Assets Receivable
When redemptions of LsETH or weETH are initiated and protocol incentives are recognized, the Company is exposed to changes in the market price of crypto assets between the date the redemption request is initiated or the incentive is recognized and the date the underlying assets are received.
Because 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.
The embedded derivative component is measured at fair value at each reporting date, using observable prices in the principal market in accordance with ASC 815-15 and ASC 820. Where quoted prices are directly available in active markets, the embedded derivatives are classified as Level 1 within the fair value hierarchy; if observable market prices are not available, management utilizes other relevant inputs and valuation techniques, which may result in Level 2 or Level 3 classification.
Upon receipt, the Company derecognizes both the receivable and the embedded derivative, recognizing the crypto asset received at fair value. Any difference between the carrying amount and the fair value of ETH or weETH received is recognized as an unrealized gain or loss and included in “Unrealized loss on crypto assets at fair value, net” in the Company’s condensed consolidated statements of operations.
During 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.
(i) USDC stablecoin
USD 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. 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. During the six months ended June 30, 2026, we redeemed all of our USDC for U.S. dollars.
(j) Affiliate Marketing Revenue Recognition
The Company recognizes revenue in accordance with ASC 606. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur; (iv) allocate the transaction price to the respective performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The 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. For the three 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.
SHARPLINK, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (dollar amounts in thousands, except share, per share data, and crypto asset tokens)
The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s services, and not to facilitate financing arrangements. The Company acts as an agent and records revenue net of commissions retained.
(k) Warrant Classification
The 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.
(l) Fair Value Measurements
The Company measures certain assets and liabilities at fair value on a recurring or nonrecurring basis. Fair value is defined as the price that is expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The three levels of the fair value hierarchy are described below:
Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Inputs that are generally unobservable, supported by little or no market activity, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.
SHARPLINK, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (dollar amounts in thousands, except share, per share data, and crypto asset tokens)
The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by the Company when measuring fair value maximize the use of observable inputs and minimize the use of unobservable inputs.
The Company also estimates the fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and accrued compensation and employee benefits. The Company considers the carrying value of these instruments in the Condensed Consolidated Financial Statements to approximate fair value due to their short maturities.
(m) Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company for annual reporting periods beginning in fiscal 2027 and for interim reporting periods beginning in fiscal 2028 on a prospective basis. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its disclosures.
In 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.
SHARPLINK, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (dollar amounts in thousands, except share, per share data, and crypto asset tokens)
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