v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 10 - Commitments and Contingencies

 

From time to time, the Company may enter into certain types of contracts that require it to indemnify parties against third-party claims. The conditions of these obligations vary. In addition, legal claims may be made against the Company in the ordinary course of business, which could result in legal proceedings. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, which could have a material adverse effect on the Company’s results of operations for that period or future periods.

 

The Company has entered into certain capital markets arrangements in connection with its Amended and Restated May 2025 ATM Sales Agreement (see Note 6-Equity) that include broker compensation provisions contingent upon future sales activity. Certain of these arrangements provide for a minimum broker fee over a specified period, which would be payable only in the event that aggregate fees generated under the ATM Offering do not meet the specified minimum threshold over a one-year period ending August 2026. In July 2026, the Company received confirmation that it will not be required to make any payment under these provisions, thereby eliminating the contingency. No liability 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.

 

Office Lease

 

In 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, with $86 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

 

Risks and Uncertainties

 

The Company holds ETH and ETH-related crypto assets with regulated custodians that safeguard the Company’s private keys. ETH and ETH-related crypto assets are controllable only by the possessor of both the unique public key and private key(s). The custodial services contracts do not restrict the Company’s ability to reallocate ETH and ETH-related crypto assets among custodians. The Company’s ability to access, transfer, or withdraw its crypto assets is therefore not contractually restricted, and the Company is able to convert or reallocate crypto assets as needed to meet operating requirements or settle obligations.

 

A portion of the Company’s ETH is deployed in liquid staking protocols. 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 staking-related lock-ups or protocol-level withdrawal queues create any restrictions that would affect liquidity or the timing of settlement of obligations.

 

 

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 Company’s crypto assets are subject to fair value volatility. Changes in market prices directly affect the carrying value of crypto assets measured at fair value and may result in unrealized gains or losses. For crypto assets measured at cost less impairment, declines in observable market prices may result in impairment charges. 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. These unrealized losses and impairment losses reflect the decline in ETH prices during the periods.

 

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.

 

The Company’s custodial arrangements with Anchorage Digital Bank N.A. and Coinbase Inc. include operational controls designed to mitigate risks of loss, including multi-user approval quorums and internal controls requiring face-to-face authorization for non-recurring transactions. These quorums are unalterable by the users and provide safeguards for both the misappropriation of assets as well as mitigating the risk of a misstatement. While these controls reduce operational risk, the Company continues to evaluate counterparty, concentration, and operational risks associated with custodial relationships and considers these factors in assessing credit risk, fair value measurement inputs, and impairment indicators.

 

The Company also deploys ETH using decentralized finance and liquid-style protocols. All trading and investment activity involves risk, which is heightened in the case of decentralized finance due to the irrevocable nature of blockchain transactions and the possibility of errors in smart contracts. These risks may affect the recoverability, valuation, or liquidity of crypto assets. Smart-contract vulnerabilities, protocol failures, or validator-level issues could result in partial or total loss of staked or deployed assets. The Company evaluates these risks when determining fair value hierarchy levels, impairment indicators, and whether any restrictions on use or withdrawal require separate disclosure.

 

The Ethereum protocol enforces ownership and withdrawal rights for staked assets. The safeguarding of staked digital assets is enforced at the base protocol level and is protected by security mechanisms that are trusted globally across the Ethereum network. These protocol-level assurances support the Company’s conclusion that staked ETH remains accessible and under the Company’s control for financial-statement purposes.

 

The Company performs monthly and quarterly reconciliations of all wallet activity and staking revenue. The Company verifies the existence of a staking pipeline utilizing open-source smart contracts in the expected manner and in-line with on-chain protocols. These procedures support the Company’s assessment of existence, rights and obligations, and completeness of digital-asset balances and related revenue.

 

Master Lender Agreement

 

On November 26, 2025, the Company entered into a Master Lender Agreement (“Master Lender Agreement”) with FalconX Charlie Inc. (“FalconX”), whereas the Company may borrow U.S. dollars or specified digital assets under individually negotiated term sheets. Borrowings under the Master Lender Agreement are secured by collateral in the form of U.S. dollars, digital assets or eligible securities and are subject to initial collateral ratio and ongoing margin maintenance requirements. There is no defined minimum or maximum loan amount and FalconX has no obligation to approve a lending request. A monthly Loan Fee is calculated by the Lender and agreed on between FalconX and the Company. The Master Lender Agreement also contains normal representations and warranties and includes provisions on hard forks and a termination event tied to specific valuation thresholds. The Master Lender Agreement remains in effect until terminated by either party, provided any outstanding borrowings are repaid in full. There were no borrowings under the Master Lender Agreement during the six months ended June 30, 2026.

 

 

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)