As filed with the U.S. Securities and Exchange Commission on February 3, 2022October 4, 2023

Registration No. 333-  333-272655

UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SharpLink Gaming, Inc.*

(Exact name of registrant as specified in its charter)

333 Washington Ave. NAvenue North, Suite 104,

Minneapolis, MNMinnesota 55401

(612(612)) 293-0619

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

SharpLink Gaming, Inc.

Attn: Rob Phythian President, Chief Executive Officer

333 Washington Ave. N, Avenue North, Suite 104

Minneapolis MN , Minnesota55401

(612)293-0619

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: With respect to the securities to be issued in connection with the domestication merger as described in this registration statement, as soon as practicable after the effective date of this registration statement but prior to the satisfaction or waiver of all other conditions under the merger agreement described in this registration statement, and with respect to the securities to be issued in connection with the merger as described in this registration statement, as soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the merger agreement described in this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2022

DATED OCTOBER 4, 2023

PROPOSED MERGER

NOTICE AND PROXY STATEMENT OF SHARPLINK GAMING LTD.

PROSPECTUS OF SHARPLINK GAMING, INC.

YOUR VOTE IS VERY IMPORTANT

To the Shareholders of SharpLink Gaming Ltd.:

On February 3, 2022,We are making this proxy statement/prospectus available in connection with the solicitation by the board of directors of SharpLink Gaming Ltd., an Israeli-based corporation (“SharpLink Israel”), of proxies to be voted at an extraordinary meeting to be convened for the purposes set forth in the accompanying Notice of an Extraordinary General Meeting of SharpLink Israel’s Shareholders.

On June 14, 2023, SharpLink Israel, SharpLink Gaming, Inc., a Delaware corporation and a wholly owned subsidiary of SharpLink Israel (“SharpLink US”), and SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of SharpLink US (“Domestication Merger Sub”), entered into an Agreement and Plan of Merger and Reorganization (the(as amended July 24, 2023, the “Domestication Merger Agreement”), pursuant to which Domestication Merger Sub will be merged with and into SharpLink Israel, with SharpLink Israel being the surviving entity and continuing a wholly owned subsidiary of SharpLink US (the “Domestication Merger”). A copy of the Domestication Merger Agreement is attached as Annex A to this proxy statement/prospectus and incorporated herein by reference.

Unless the context expressly dictates otherwise, (1) the information set forth in this proxy statement/registration statement reflects the 1-for-10 reverse stock split effected by SharpLink Israel on April 25, 2023, and (2) references to “SharpLink,” the “Company,” “we,” “us,” and “our” refer to SharpLink Israel and its subsidiaries.

The Domestication Merger

Under the Domestication Merger Agreement, SharpLink Israel will domesticate asbecome a wholly owned subsidiary of a Delaware corporation by the Domestication Merger Sub merging with and into SharpLink Israel, with SharpLink Israel surviving the merger and becoming a wholly owned subsidiary of SharpLink US. In connection with the Domestication Merger, all SharpLink Israel ordinary shares, par value NIS 0.060.60 per share (the “SharpLink Israel Shares”), outstanding immediately prior to the Domestication Merger will convert, on a one-for-one basis, into the right to receive, and become exchangeable for, shares of common stock of SharpLink US, par value $0.0001 per share (the “SharpLink US Common Stock”), and all preferred shares, options and warrants of SharpLink Israel outstanding immediately prior to the Domestication Merger will be converted into or exchanged for equivalent securities of SharpLink US.The 8% Interest Rate, 10% Original Issue Discount, Senior Convertible Debenture in the aggregate principal amount of $4,400,000 (as amended, the “Debenture”) issued to Alpha Capital Anstalt (“Alpha”) on February 15, 2023, convertible into SharpLink Israel Shares, will be convertible into shares of SharpLink US Common Stock at the same price and on the same other terms and any interest paid thereunder in shares will be paid in SharpLink US Common Stock. By virtue of the Domestication Merger, all of the SharpLink Israel Shares and SharpLink Israel Preferred Shares shall represent the right to receive the applicable SharpLink US Common Stock and Preferred Stock, shall be deemed to have been transferred to SharpLink US in exchange for the right to receive such applicable SharpLink US Common Stock and Preferred Stock, and each holder of a certificate or of evidence of shares in book-entry account, representing any certificated or non-certificated SharpLink Israel Shares or SharpLink Israel Preferred Shares, shall cease to have any rights with respect thereto, except the right to receive the applicable SharpLink US Common Stock and Preferred Stock.

The Proposals

In connection with the proposed transactions, SharpLink Israel will hold a specialan extraordinary general meeting of shareholders which is referred to herein as the “Meeting” to vote on proposals to approve and adopt the Domestication Merger Agreement, and the transactions contemplated therein. At the Meeting, SharpLink Israel’s shareholders will be asked to vote on:

Proposal 1: a proposal to approve the Domestication Merger, including the Domestication Merger Agreement, and certain matters related thereto, including the approval of SharpLink US’s amended and restated certificate of incorporation;

Proposal 2: a proposal to approve and adopt the SharpLink Gaming, Inc. 2022 Equity Incentive Plan (the “2022 Plan”);

Proposal 3: a proposal to adjourn the Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above.

The Board of Directors of SharpLink Israel has unanimously determined that the Domestication Merger Agreement and the transactions contemplated thereby, including the Domestication Merger, are fair to, and in the best interests of, SharpLink Israel and its shareholders. The Board of Directors of SharpLink Israel has unanimously approved all the proposals described above, which isare referred to as the “Proposals” and recommends that the shareholders of SharpLink Israel vote “FOR” all these Proposals.

Your vote is important. The Domestication Merger cannot be completed unless the SharpLink Israel stockholdersshareholders approve and adopt ProposalsProposal 1 through 3 at the Meeting.

Votes from the holders of a majority of shares of SharpLink Israel present and entitled to vote at a meeting at which a quorum is present are required to approve and adopt the Proposals. Presently, the percentage of outstanding shares entitled to vote and held by directors, executive officers and their affiliates is approximately 43.8%[●]%.

More information about SharpLink Israel, SharpLink US and Domestication Merger Sub and the proposed Domestication Merger are contained in this proxy statement/prospectus. SharpLink Israel urges you to read this proxy statement/prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 18.17.

SharpLink Israel’s ordinary sharesIsrael Shares are listed on the Nasdaq Capital Market under the symbol “SBET” and the closing price of SharpLink Israel’s ordinary sharesIsrael Shares on [●], 20222023 was $$[●] per share. Upon completion of the Domestication Merger, the shares of SharpLink US Common Stock will be listed on the Nasdaq Capital Market under the symbol SBET, subject to official notice of issuance.

Neither the Securities and Exchange Commission, which is referred to as the “SEC,” nor any state securities commission has approved or disapproved of the Domestication Merger or the securities to be issued under this proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosures in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [●], 2021,2023, and is first being mailed to SharpLink Israel shareholders on or about [●], 2022.2023.

SharpLink Gaming Ltd.

333 Washington Ave. N,North, Suite 104

Minneapolis, MNMinnesota 55401

(612) 293-0619

NOTICE OF

SPECIALEXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To Be Held On [●], 20222023

Dear Shareholders of SharpLink Gaming Ltd.:

We are pleased to invite you to attend a specialan extraordinary general meeting of shareholders (the “Meeting”) of SharpLink Gaming Ltd., an Israeli company, which is referred to herein as “SharpLink Israel,” which will be held at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401 on [●], on , 20222023 at p.m.[●] Central Time, and thereafter as it may be adjourned or postponed from time to time, for the following purposes:

The foregoing items of business are more fully described in the proxy statement/prospectus that accompanies this notice. SharpLink Israel does not expect to transact any other business at the Meeting. The SharpLink Israel Board of Directors has fixed the close of business on [●], 20222023 as the record date for the determination of shareholders entitled to notice of and to vote at this Meeting and at any adjournment or postponement thereof. Accordingly, only SharpLink Israel shareholders of record at the close of business on that date are entitled to notice of, and to vote at, the Meeting.

As of [●], 2022,2023, the record date for the Meeting, there were 21,729,850[●] outstanding ordinary shares. Pursuant to the terms of Article 7.2.4 of our current Articles of Association (the “Articles”), holders of our Preferred A-1 shares are also entitled to vote on all matters submitted to a vote of our ordinary shares (on an as-converted basis, but with respect to any shareholder only up to the number of votes equal to the number of ordinary shares into which the Preferred A-1 shares would be convertible pursuant toin accordance with the Beneficial Ownership Limitation, which is defined in our Articles as an aggregate of 9.99% of the number of our ordinary shares outstanding immediately after giving effect to the issuance of ordinary shares issuable upon conversion of Preferred A-1 sharesShares and warrants held by the applicable shareholder). For more information, see “Principal Shareholders of SharpLink Israel” below.

The SharpLink Israel Board of Directors unanimously recommends that SharpLink Israel shareholders vote “FOR” each of the Proposals to be voted on at the Meeting.

Eligible shareholders may present proper proposals for inclusion in the Meeting by submitting their proposals to SharpLink Israel no later than [●], 2022.2023. To the extent that there are any additional agenda items that the SharpLink Israel Board of Directors determines to add as a result of any such submission, SharpLink Israel will publish an updated agenda and proxy card with respect to the meeting, no later than [●], 2022,2023, which will be furnished to the SEC, on Form 6-K,8-K, and will be made available to the public on the SEC’s website at www.sec.gov.www.sec.gov.

You can vote either by mailing in your proxy, in person by attending the meeting, by telephone, or via the internet.Internet. If voting by mail, the proxy must be received by our transfer agent at least 48 hours prior to the appointed time of the Meeting or at our registered office in Minneapolis, Minnesota, USA at least four hours prior to the appointed time of the Meeting to be validly included in the tally of ordinary shares voted at the Meeting. If you attend the Meeting, you may vote in person and your proxy will not be used. Detailed proxy voting instructions are provided both in the Proxy Statement and on the enclosed proxy card. Shareholders wishing to express their position on an agenda item may do so by submitting a written statement to our office at the above address no later than [●], 2022.2023. Any position statement received will be furnished to the SEC on Form 6-K,8-K, which will be available to the public at the aforementioned website.

Joint holders of ordinary shares should note that, pursuant to Article 28.6 of SharpLink Israel’s Articles, of Association, the right to vote at the Meeting will be conferred exclusively upon the senior owner among the joint owners attending the Meeting, in person or by proxy, and for this purpose, seniority will be determined by the order in which the names appear in our register of shareholders.

SHARPLINK GAMING LTD.

PROXY STATEMENT

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors of SharpLink Gaming Ltd. (“SharpLink Israel,” “we” or the “Company”) to be voted at the Extraordinary General Meeting of Shareholders (the “Meeting”), and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Extraordinary General Meeting of Shareholders of SharpLink. The Meeting will be held at [●] Central time on [●], 2023 at SharpLink’s corporate headquarters located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401, and thereafter as it may be adjourned or postponed from time to time.

The agenda of the Meeting is as follows:

SharpLink Israel’s Board of Directors unanimously recommends that you vote FOR the foregoing proposals, each of which is more fully described below.

We are not aware of any other matters that will come before the Meeting. If any other matters properly come before the Meeting, the persons designated as proxies intend to vote on such matters in accordance with the judgement of the SharpLink Israel Board of Directors.

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIALEXTRAORDINARY MEETING, SharpLink Israel ASKs YOU TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED OR TO VOTE BY TELEPHONE OR ON THE INTERNET USING THE INSTRUCTIONS ON THE PROXY CARD.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON [●], 2022.2023.

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about SharpLink Israel that is filed with the SEC but not included or delivered herewith. Such information can be obtained from SharpLink Israel at no charge to SharpLink Israel shareholders upon written or oral request. The SEC maintains a website that contains the documents that SharpLink Israel files electronically with the SEC. The address of the SEC’s website is http://www.sec.gov. In addition, SharpLink Israel will provide to each person to whom a proxy statement/prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that SharpLink Israel files with the SEC. Requests should be directed to:

SharpLink Gaming Ltd.

333 Washington Avenue North, Suite 104

Minneapolis, MNMinnesota 55402

Attention: Chief Financial Officer

To obtain timely delivery of such information, you must request the information no later than five business days before the Meeting. Accordingly, if you would like to request any information, please do so no later than [●], 20222023 (five days prior to the Meeting).

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus which forms part of a registration statement on Form S-4, as amended, filed with the SEC by SharpLink US (File No. 333-             ),333-272655), constitutes a prospectus of SharpLink US under Section 5 of the Securities Act of 1933, as amended or the Securities Act,(the “Securities Act”), with respect to the shares of common stock, $0.0001 par value per share, of SharpLink Gaming, Inc., to be issued pursuant to the Domestication Merger Agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended or the Exchange Act,(the “Exchange Act”), with respect to the Meeting, at which SharpLink Israel shareholders will be asked to consider and vote on, among other matters, a proposal to approve the issuance of shares of SharpLink US Common Stock and SharpLink US preferred stock pursuant to the Domestication Merger Agreement.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [●], 2022.2023. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning SharpLink Israel contained in this proxy statement/prospectus or incorporated by reference has been provided by SharpLink Israel.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE DOMESTICATION MERGER AND OTHER PROPOSALS

The following are brief answers to some questions that you may have regarding the Domestication Merger, the other proposals, and the Meeting. The questions and answers in this section may not address all questions that might be important to you as a shareholder. For more detailed information, and for a description of the legal terms governing the Domestication Merger, SharpLink Israel and SharpLink US urge you to read carefully and in its entirety this proxy statement/prospectus, including the Annexes hereto, as well as the registration statement to which this proxy statement/prospectus relates, including the exhibits to the registration statement. For more information, please see the section titled “Where You Can Find More Information.”

The following section provides answers to frequently asked questions about the transactions contemplated by the Domestication Merger Agreement. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

Q: What is the Domestication Merger and who votes on it?

A: The SharpLink Israel Board of Directors believes that it is in the best interests of SharpLink Israel and its shareholders for the ultimate parent company of SharpLink Israel and its affiliates to be a corporation incorporated under the laws of the State of Delaware, which will be effected through a transaction referred to as the “Domestication Merger.” To effect the Domestication Merger, Domestication Merger Sub will merge with and into SharpLink Israel pursuant to an Agreement and Plan of Merger among SharpLink Israel,the Domestication Merger Sub and SharpLink US (the “Domestication Merger Agreement”),Agreement, with SharpLink Israel surviving the merger and becoming a wholly owned subsidiary of SharpLink US (the “Domestication Merger”).US.

In connection with the Domestication Merger, all SharpLink Israel ordinary shares, par value NIS 0.060.60 per share (the “SharpLink Israel Shares”), outstanding immediately prior to the Domestication Merger will convert, on a one-for-one basis, into the right to receive, and become exchangeable for, shares of SharpLink US common stock, having a par value of $0.0001 per share (the “SharpLink US Common Stock”) and all preferred shares, par value NIS 0.60 per share (the “SharpLink Israel Preferred Shares”), options, and warrants of SharpLink Israel outstanding immediately prior to the Domestication Merger will convert into or be exchanged for equivalent securities of SharpLink US on a one-for-one basis. By virtue of the Domestication Merger, all of the SharpLink Israel Shares and SharpLink Israel Preferred Shares shall represent the right to receive the applicable SharpLink US Common Stock and Preferred Stock, shall be deemed to have been transferred to SharpLink US in exchange for the right to receive such applicable SharpLink US Common Stock and Preferred Stock, and each holder of a certificate or of evidence of shares in book-entry account, representing any certificated or non-certificated SharpLink Israel Shares or SharpLink Israel Preferred Shares, shall cease to have any rights with respect thereto, except the right to receive the applicable SharpLink US Common Stock and Preferred Stock.

The Domestication Merger Proposal will also include the approval of the amendedAmended and restated certificateRestated Certificate of incorporationIncorporation of SharpLink US.

As discussed below, the principal reasons for the domestication are as follows:

Please read the section “Differences in Shareholder Rights” for a description of the material differences between SharpLink Israel’s pre-domestication memorandumMemorandum of associationAssociation and articles of associationArticles (the “Articles”) and SharpLink US’s post-domestication amendedAmended and restated certificateRestated Certificate of incorporationIncorporation and bylaws.Bylaws.

If the Domestication Merger Proposal is approved, it is anticipated that the Domestication Merger will become effective upon the issuance of a certificate of merger by the Israeli Registrar of Companies, which can be issued only after at least 50 days have elapsed after the filing of proposals for the Domestication Merger Proposal with the Israeli Companies’ Registrar of Companies and at least 30 days have elapsed after the approval of the Domestication Merger by SharpLink Israel shareholders and approvalby the shareholders of the Domestication Merger by the shareholder of the Domestication Merger Sub have been obtained.Sub.

Q: How will holders of SharpLink Israel Shares be impacted by the Domestication Merger?

A: Pursuant to the Domestication Merger, each ordinary share ofa SharpLink Israel Share will be automatically converted into the right to receive, and exchangedbecome exchangeable for, one share of SharpLink US Common Stock and shall be deemed to have been transferred to SharpLink US in exchange for the right to receive SharpLink US Common Stock, on a one-for-one basis and each holder of a certificate or of evidence of shares in book-entry account, representing any certificated or non-certificated SharpLink Israel Shares shall cease to have any rights with respect thereto, except the right to receive the SharpLink US Common Stock. Other securities of SharpLink Israel (preferred shares, options and warrants) will be exchanged for or convert into equivalent securities of SharpLink US, on a one-for-one basis.The Debenture convertible into SharpLink Israel Shares will be convertible into shares of SharpLink US Common Stock at the same price and on the same other terms and any interest paid thereunder in shares will be paid in SharpLink US Common Stock.

Q: What are the material U.S. federal income tax consequences of the Domestication Merger to holders of SharpLink Israel Shares?Shares?

A: It is intended that the Domestication Merger will qualify as an “exchange” described in Section 351(a) (a “Section 351(a) Exchange”) of the Internal Revenue Code of 1986, as amended, referred to as the “Code,” and SharpLink Israel and SharpLink US intend to report the Domestication Merger consistent with such qualification. However, SharpLink Israel and SharpLink US have not sought, and will not seek, any ruling from the United States Internal Revenue Service (“IRS”) regarding any matters related to the transactions, and as a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth herein.

Because the Domestication Merger is intended to qualify as a Section 351(a) Exchange, which generally provides for tax-deferred treatment, the Domestication Merger is not intended to be taxable for U.S. holders of SharpLink Israel Shares.

You are strongly urged to consult with your own tax advisor for a full understanding of the tax consequences of the Domestication Merger to you, including the consequences under any applicable, state, local, foreign or other tax laws. For a more detailed description of the material U.S. federal income tax consequences of the Domestication Merger, see the section entitled “The Domestication Merger — Material U.S. Federal Income Tax Consequences of the Domestication Merger.”

Q: What are the material Israeli income tax consequences of the Domestication Merger to SharpLink Israel shareholders?

A: SharpLink Israel shareholders will be treated as having sold their SharpLink Israel Shares as a result of the Domestication Merger, and in general, be subject to capital gains tax in Israel. However, shareholders who are not residents of Israel should generally be exempt from Israeli tax on the sale of the SharpLink Israel Shares subject to the receipt of a valid certification from the Israel Tax Authority (the “ITA”). Moreover, SharpLink Israel expects to obtain tax rulings from the ITA (i) with respect to holders of SharpLink Israel Shares that are non-Israeli residents (as defined in the Israeli Income Tax Ordinance [New Version], 1961 (the “ITO”)) or as will be determined by the ITA, (A) exempting SharpLink US, SharpLink Israel and their respective agents from any obligation to withhold Israeli tax from any consideration payable or otherwise deliverable pursuant to the Domestication Merger or clarifying that no such obligation exists, or (B) instructing SharpLink US, SharpLink Israel and their respective agents on how such withholding is to be executed, the rate or rates of withholding to be applied and how to identify any such non-Israeli residents; and (ii) with respect to holders of SharpLink Israel ordinary sharesShares that are Israeli residents (as defined in the ITO or as will be determined by the ITA) (other than SharpLink Israel ordinary sharesShares subject to Section 102 of the ITO) (x) exempting SharpLink US, SharpLink Israel and their respective agents from any obligation to withhold Israeli tax from any consideration payable or otherwise deliverable pursuant to the Domestication Merger, or clarifying that no such obligation exists, or (y) instructing SharpLink US, SharpLink Israel and their respective agents on how such withholding is to be executed and the rate or rates of withholding to be applied.

You are urged to consult with your own tax advisor for a full understanding of the tax consequences of the Domestication Merger to you, including the consequences under any applicable, state, local, foreign or other tax laws.

For a more detailed description of the material Israeli tax consequences of the Domestication Merger, see the section entitled “MATERIAL ISRAELI TAX CONSEQUENCES OF THE MERGER”.DOMESTICATION MERGER.”

Q: If effected, how will the Domestication Merger affect outstanding preferred shares, options, warrants and warrantsDebenture convertible or exercisable for SharpLink Israel’s Common Stock?Israel Shares?

A: As of the effective time of the Domestication Merger, all outstanding preferred shares, options, warrants and warrantsDebenture of SharpLink Israel will become preferred stock, options, warrants and warrants toDebenture, respectively, convertible or exercisable for an equal number of shares of SharpLink US Common Stock of SharpLink US at the same conversion ratio or exercise price.

Q: What will happen to SharpLink Israel if, for any reason, the Domestication Merger is not completed?

A:A: If for any reason the Domestication Merger is not completed, the SharpLink Israel Shares will continue to be held by you and listed on the Nasdaq Capital Market under the symbol “SBET,” subject to continued compliance with the Nasdaq Capital Market continued listing requirements.

Q: Why am I receiving this proxy statement/prospectus?

A: You are receiving this proxy statement/prospectus because you are a shareholder of SharpLink Israel as of the record date, and you are entitled to vote at the Meeting to approve the Proposals. This document serves as:

Q: What is required to complete the Domestication Merger?

A: To complete the Domestication Merger, among other things, SharpLink Israel shareholders must approve the Domestication Merger through the approval and adoption of Proposal 1.

Q: What is the majority required to approve the Proposals?

A: Votes from the holders of a majority of shares of SharpLink Israel present and entitled to vote at a meeting at which a quorum is present are required to approve and adopt the Proposals.

Q: What will SharpLink Israel shareholders receive in the Domestication Merger?

A:Holders of SharpLink Israel ordinary sharesShares will receive one share of SharpLink US Common Stock of SharpLink US in exchange for each ordinary share of SharpLink Israel Share they own, and holders of SharpLink Israel preferred shares will receive one share of equivalent preferred stock of SharpLink US in exchange for each preferred share of SharpLink Israel they own.

Q: Who will be the directors of SharpLink US following the Domestication Merger?

A:The members of the SharpLink US Board of Directors will be the same as the directors of SharpLink Israel prior to the Domestication Merger. Under the Amended and Restated Certificate of Incorporation of SharpLink US, each member of the SharpLink US Board of Directors will serve a term that continues until the next election of directors. The Board of Directors of SharpLink US will be comprised as follows:

Q: Who will be the executive officers of SharpLink US following the Domestication Merger?

A:Upon the closing of the Domestication Merger, the executive officers of SharpLink US will be the same as the executive officers of SharpLink Israel:

Q: As a SharpLink Israel shareholder, how does the SharpLink Israel Board of Directors recommend that I vote?

A:After careful consideration, the SharpLink Israel Board of Directors unanimously recommends that the SharpLink Israel shareholders vote:

If on the date of the Meeting, or a date preceding the date on which the Meeting is scheduled, SharpLink Israel reasonably believes that (i) it will not receive proxies sufficient to obtain the required vote to approve all the foregoing proposals (the “Proposals”)Proposals, whether or not a quorum would be present, or (ii) it will not have sufficient ordinary shares of SharpLink Israel Shares represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Meeting, SharpLink Israel may postpone or adjourn, or make one or more successive postponements or adjournments of, the Meeting as long as the date of the Meeting is not postponed or adjourned more than an aggregate of 30 calendar days in connection with any postponements or adjournments.Meeting.

Q: What risks should I consider in deciding whether to vote to approve the Domestication Merger?

A:You should carefully review this proxy statement/prospectus, including the section titled “Risk Factors,” which sets forth certain risks and uncertainties related to the Domestication Merger and the operation of SharpLink US as a corporation incorporated under the laws of Delaware.

Q: When do you expect the Domestication Merger to be completed?

A:If the Proposals are approved, it is anticipated that the Domestication Merger will become effective upon the issuance of a certificate of merger by the Israeli Registrar of Companies, which can be issued only after at least 50 days have elapsed after the filing of proposals for the Domestication Merger Proposal with the Israeli Companies’ Registrar of Companies and at least 30 days have elapsed after the approval of the Domestication Merger by the shareholders of SharpLink Israel shareholders.and Domestication Merger Sub.

Q: Who is entitled to vote?

A:The record date for the Meeting is [●], 2022.2023. Only shareholders of record of SharpLink Israel at the close of business on that date are entitled to vote at the Meeting. The total number of outstanding ordinary shares and outstanding Preferred A-1 Shares (entitled to vote at the Meeting on an as-converted basis)basis subject to the Beneficial Ownership Limitation included in SharpLink Israel’s Articles), par value NIS 0.060.60 per share, as of the record date, was [●] and [●], respectively.

Q: How do I vote?

A:SharpLink Israel shareholders may vote in any of the manners below:

If voting by virtue of a “legal proxy” or by mail, the proxy must be received by the SharpLink Israel transfer agent at least 48 hours prior to the appointed time of the Meeting or at SharpLink Israel’s registered office in Minneapolis, Minnesota at least four (4) hours prior to the appointed time of the Meeting to be validly included in the tally of ordinary shares voted at the Meeting.

Q: What is the difference between being a “record holder” and holding shares in “street name”?name?”

A:A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank, broker or other nominee on a person’s behalf.

Q: Am I entitled to vote if my shares are held in “street name”?name?”

A:If your shares are held by a bank, a brokerage firm or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If your shares are held in street name, the proxy materials are being forwarded to you by your bank, brokerage firm or other nominee, or the record holder, along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions. If you do not give instructions to the record holder, and the broker, bank or other nominee is not entitled to exercise its voting discretion on the matter, the shares will be treated as “broker non-votes.” See “How will broker non-votes be treated” below. You are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Meeting unless you request and obtain a valid proxy from the record holder.

Q: Am I entitled to dissenters’ rights?

No,No. SharpLink Israel’s shareholders are not entitled to dissenters’ rights in connection with the Proposals.

Q: What is the quorum requirement?

A:A quorum is necessary to hold a valid meeting. According to SharpLink Israel’s articles of association,Articles, the quorum required for a specialan extraordinary meeting of shareholders consists of two or more shareholders present, in person or by proxy, who hold shares, in the aggregate, conferring at least 2533 1/3 percent of the voting rights in SharpLink Israel. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned for one week to the same day, time and place. If a quorum is not present at the reconvened meeting within half an hour from the time appointed for holding the meeting, any two shareholders present in person or by proxy shall be a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Meeting. Proxies with only broker non-votes are not counted towards the quorum. However, if a proxy is returned with a vote on at least one proposal, even if broker non-votes are returned with respect to the other proposals, the proxy shall count toward the quorum. See “How will broker non-votes be treated” below. Abstentions will also be counted towards the quorum requirement.

Q: Who can attend the Meeting?

A: All SharpLink Israel shareholders of record as of the close of business on the record date, [●], 2022,2023, may attend the Meeting.

Q: How many votes do I have?

A: On each matter to be voted upon, you have one vote for each ordinary share or preferred A-1 shareSharpLink Israel Share you own as of the record date of the Meeting. The Preferred A-1 Shares are entitled to vote, but with respect to any shareholder only up to the number of votes equal to the number of Ordinary Shares into which the Preferred A-1 Shares would be convertible in accordance with the Beneficial Ownership Limitation. The Preferred B Shares do not have voting rights.

Q: Can I change my vote after I submit my proxy?

A: If you are a record holder of ordinary shares, you may revoke your proxy and change your vote at any time before your proxy is actually voted:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting the record holder, or, if you have obtained a legal proxy from the record holder giving you the right to vote your shares, by attending the Meeting and voting in person.

Q: How are votes counted?

A: Votes will be counted by the inspector of election appointed for the Meeting, who will separately count “For” and “Against” votes, abstentions, and broker non-votes.

Q: What if I do not specify how my shares are to be voted?

A: If you submit a signed proxy but do not indicate any voting instructions, the proxy holders will vote in accordance with the recommendations of SharpLink Israel’s Board of Directors. If you are a beneficial owner of shares held in street name and do not provide the broker, bank or other nominee that holds your shares with specific voting instructions, the broker, bank or other nominee may generally vote in its discretion on “discretionary” matters. However, if the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a “non-discretionary” matter, it will be unable to vote your shares on that matter. When this occurs, it is generally referred to as a “broker non-vote.”

Q: What is an abstention and how will abstentions be treated?

A: An “abstention” represents a shareholder’s affirmative choice to decline to vote on a proposal. Abstained shares are treated as shares present for quorum purposes but will have no effect on the Proposals.

Q: How will broker non-votes be treated?

A: If beneficial owners do not instruct their broker, bank or other nominee how to vote, the broker may exercise its voting discretion with regard to the shares only on “routine” proposals and not on “non-routine” proposals. Proposal 3 is considered a “routine” proposal.

Banks, brokers, or other nominees are not permitted to exercise discretionary voting on “non-routine” matters and therefore submit no vote – or a “broker non-vote” – on non-routine proxy items for which beneficial owners do not provide their voting instructions. A broker non-vote occurs when banks, brokers or other nominees who hold shares in street name for a client return a proxy but provide no instructions as to how shares should be voted on a particular matter.

A broker non-vote on a non-routine proposal on the ballot does not count as a vote for or against such proposal and shall therefore have no effect on the outcome of the vote on that proposal.

Q: What is an abstention and how will abstentions be treated?

A: An “abstention” represents a shareholder’s affirmative choice to decline to vote on a proposal. Abstained shares are treated as shares present for quorum purposes but will have no effect on the Proposals.

Q: Will any other business be conducted at the Meeting?

A: As of the date of this proxy statement, SharpLink Israel knows of no other business that will be presented at the Meeting. If any other matter arises and is presented properly to the shareholders for a vote at the Meeting, the proxy holders will vote your shares in accordance with their best judgment, subject to the rules applicable to broker discretionary voting.

In accordance with the Israeli Companies Law 5759-1999, and regulations promulgated thereunder (the “Companies“Israeli Companies Law”), any shareholder of SharpLink Israel holding at least one percent of the outstanding voting rights of SharpLink Israel for the meeting may submit to SharpLink Israel a proposed additional agenda item for the meeting, to SharpLink Israel’s offices, which are located at 333 Washington Ave. N, Suite 104, Minneapolis, MN 55401, , no later than [●], 2022.2023. To the extent that there are any additional agenda items that the SharpLink Israel Board of Directors determines to add as a result of any such submission, SharpLink Israel will publish an updated agenda and proxy card with respect to the meeting, no later than [●], 2022,2023, which will be furnished to the SEC, on Form 6-K,DEFA 14A, and will be made available to the public on the SEC’s website at www.sec.gov.

Q: Who is paying for this proxy solicitation?

A:SharpLink Israel will bear the cost of soliciting proxies. In addition to these proxy materials, SharpLink Israel’s directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. SharpLink Israel may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Q: Who can help answer my questions?

A:If you are a SharpLink Israel shareholder and would like additional copies, without charge, of this proxy statement/prospectus, or if you have questions about the Domestication Merger and the other Proposals, including the procedures for voting your shares, you should contact SharpLink Israel at the following address:

SharpLink Gaming Ltd.

333 Washington Ave. N, Suite 104,

Minneapolis, MN 55401

Attention: Investor RelationsChief Financial Officer

If you are a SharpLink Israel shareholder and would like additional copies, without charge, of this proxy statement/prospectus or if you have questions about the transactions, including the procedures for voting your shares, you should contact:

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the transactions and the Proposals being considered at the Meeting, you should read this entire proxy statement/prospectus carefully, including the Domestication Merger Agreement and the other annexes to which you are referred to herein. For more information, please see the section titled “Where You Can Find More Information.”

In this proxy statement/prospectus, except where the context otherwise requires and for purposes of this proxy statement/prospectus only:

Unless otherwise indicated, all information in this proxy statement/prospectus gives effect to the 1-for-10 reverse share split of our ordinary shares that became effective on April 25, 2023, and all references to ordinary shares outstanding of SharpLink Israel and per share amounts give effect to such reverse share split.

Company Overview

Founded in 2019 and headquartered in Minneapolis, Minnesota, SharpLink Israel is a leading business-to-business provider of performance marketing and advanced technology-enabled fan engagement and conversion solutions for the fast emerging U.S. sports betting and iGaming industries. Our base of marquis customers and trusted business partners includes many of the nation’s leading sports media publishers, leagues, teams, sportsbook operators, casinos and sports technology companies, including Turner Sports, NASCAR, PGA TOUR, National Basketball Association (“NBA”), National Collegiate Athletic Association (“NCAA”), NBC Sports, BetMGM, Party Poker, World Poker Tour and Tipico, among numerous others.

Merger of SharpLink, Inc. and Sale of Legacy MTS

SharpLink Israel is a business-to-business, or B2B, provider of advanced technology that seamlessly connects sports fans with online sports betting bookmakers and a leading U.S. provider of free to play games and betting feed integrations (the “SharpLink Business”).

In July 2021, SharpLink Israel completed a merger between New SL Acquisition Corp., its wholly owned subsidiary, and SharpLink, Inc. (the “MTS Merger”). In the MTS Merger, SharpLink, Inc. was treated as the acquirer for accounting purposes because, among other reasons, its pre-merger shareholders held a majority of the outstanding shares of SharpLink Israel immediately following the merger. After the merger, SharpLink Israel changed its name from Mer Telemanagement Solutions Ltd. to SharpLink Gaming Ltd. and its ticker symbol from MTSL to SBET. Audited financial statements for SharpLink Inc.Israel as of December 31, 2020,2022, and December 31, 2019,2021; and unaudited financial statements of SharpLink Inc. as ofIsrael for the six months ended June 30, 2021, and unaudited pro forma condensed combined financial statements as of June 30, 2021 of SharpLink Israel showing the effect of the SharpLink, Inc. acquisition2023 are included with this proxy statement/prospectus.

On December 31, 2022, SharpLink Israel also continuesclosed on the sale of its legacy MTS business (“Legacy MTS”) to operate theIsrael-based MTS Technology Ltd. (formerly Entrypoint South Ltd.) (the “Buyer”), a subsidiary of Entrypoint Systems 2004 Ltd. In consideration of MTS Technology Ltd. acquiring all rights, title, interests and benefits to Legacy MTS, business,including 100% of the shares of MTS Integratrak Inc., one of the Company’s U.S. subsidiaries, MTS Technology Ltd. will pay SharpLink an earn-out payment (an “Earn-Out Payment”) equal to three times Legacy MTS’ Earnings Before Interest, Taxes and Depreciation for the year ending December 31, 2023, up to a maximum earn-out payment of $1 million (adjusted to reflect net working capital as of the closing date). Within ten (10) calendar days of the approval by the board of directors of the Buyer of the audited annual financial statements of the Business as at December 31, 2023, and for the 12-month period ending on such date, which provides solutionsshall occur no later than May 31, 2024, Buyer shall deliver to the Seller a schedule certified by its Chief Executive Officer and Chief Financial Officer setting forth the computation of the Earn-Out Payment (as applicable), if any, together with the calculation thereof in an agreed Excel table format (including, but not limiting to all relevant details of the EBITDA calculations for telecommunications expense management (“TEM”) including enterprise mobility management software, usage and accounting software, and contact center software. More information about the Legacy MTS business can be found in Legacy MTS Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this proxy statement/prospectus.year 2023).

Acquisition of FourCubed

EffectiveOn December 31, 2021, SharpLink Israelin a combination of cash and stock transaction, we acquired certain assets constituting theof 6t4 Company, a Minnesota corporation and FourCubed businessManagement, LLC, a Delaware limited liability company (collectively “FourCubed”), including FourCubed’s iGaming and affiliate marketing network, known as PAS.net. For more than 16 years, FourCubed provided its global iGaming operating partners with affiliate marketing services. The strategic acquisition of FourCubed brought SharpLink Israel an industry respected operating team with decades of combined experience in exchange for the following payments to the sellersconversion through affiliate marketing services and in securing highly profitable, recurring net gaming revenue contracts with many of the FourCubed business: (i) closing cash paymentworld’s leading iGaming companies, including Party Poker, bwin, UNIBET, GG Poker, 888 poker, betfair and others. Originally established in 2005, FourCubed’s international iGaming affiliate network, Poker Affiliate Solutions (“PAS”) is currently comprised of $5.95 over 12,000 sub-affiliates and has delivered nearly two million referred players since it was launched in 2008 at www.pas.net.

million

Merger with SportsHub Games Network Inc.

SharpLink Israel, SHGN Acquisition Corp., (ii) issuance of 606,114 ordinary sharesa Delaware corporation and wholly owned subsidiary of SharpLink Israel (iii) cash payment of $300 thousand within 45 days(“Merger Subsidiary”), SportsHub Games Network Inc. (“SportsHub”) and Christian Peterson, an individual acting as the SportsHub stockholders’ representative entered into a Merger Agreement on September 7, 2022, as amended on December 22, 2022. The Merger Agreement, as amended, contained the terms and conditions of the effective dateproposed business combination of SharpLink and SportsHub (the “SportsHub Merger”). Pursuant to the Merger Agreement, SportsHub merged with and into Merger Subsidiary with Merger Subsidiary surviving as a wholly owned subsidiary of SharpLink. In association with the transaction, SharpLink issued, in the aggregate, 431,926 Ordinary Shares to common and (iv)preferred stockholders of SportsHub, on a $250 thousand indemnity amount that will befully diluted basis. An additional aggregate of 40,585 Ordinary Shares is being held in escrow for SportsHub shareholders who have yet to provide the applicable documentation required in connection with the SportsHub Merger, as well as shares held in escrow for indemnifiable losses and for the reimbursement of expenses incurred by SharpLink Israel for 180 days and reduced for any indemnity claims determinedthe stockholder representative in performing his duties pursuant to be payable by Sellers. Audited financial statements for FourCubed as of December 31, 2020, and December 31, 20219, unaudited financial statements of FourCubed as of June 30, 2021, and unaudited pro forma condensed combined financial statements as of June 30, 2021 of SharpLink Israel showing the effect of the FourCubed acquisition are included with this proxy statement/prospectus.Merger Agreement.

Summary of the Domestication Merger

Overview

In the Domestication Merger, SharpLink Israel will domesticate to the United States asbecome a wholly owned subsidiary of SharpLink US, a Delaware corporation, by Domestication Merger Sub merging with and into SharpLink Israel pursuant to the Domestication Merger Agreement, with SharpLink Israel surviving the merger and becoming a wholly owned subsidiary of SharpLink US. In connection with the Domestication Merger, all SharpLink Israel Shares outstanding immediately prior to the Domestication Merger will convert, on a one-for-one basis, into shares ofthe right to receive, and become exchangeable for, SharpLink US Common Stock, and all preferred shares, options and warrants of SharpLink Israel outstanding immediately prior to the Domestication Merger will be converted into or exchanged for equivalent securities of SharpLink US. The Debenture convertible into SharpLink Israel Shares will be convertible into shares of SharpLink US Common Stock at the same price and on the same other terms and any interest paid thereunder in shares will be paid in SharpLink US Common Stock. By virtue of the Domestication Merger, all of the SharpLink Israel Shares and SharpLink Israel Preferred Shares shall represent the right to receive the applicable SharpLink US Common Stock and Preferred Stock, shall be deemed to have been transferred to SharpLink US in exchange for the right to receive such applicable SharpLink US Common Stock and Preferred Stock, and each holder of a one-for-one basis.certificate or of evidence of shares in book-entry account, representing any certificated or non-certificated SharpLink Israel Shares or SharpLink Israel Preferred Shares, shall cease to have any rights with respect thereto, except the right to receive the applicable SharpLink US Common Stock and Preferred Stock.

Immediately following the Domestication Merger, SharpLink Israel will be a wholly owned subsidiary of SharpLink US, and (i) SharpLink Israel will continue to possess all of SharpLink Israel’s assets, rights, powers and property as constituted immediately prior to the Domestication Merger; (ii) SharpLink Israel will continue to be subject to all of SharpLink Israel’s debts, liabilities and obligations as constituted immediately prior to the Domestication Merger; and (iii) each issued and outstanding ordinary share of SharpLink Israel Share will be deemedautomatically converted into the right to receive, and become exchangeable for, one share of fully paid and non-assessable share of SharpLink US Common Stock,Stock; (iv) each issued and each outstanding preferred share, option, or warrant of SharpLink Israel Preferred Share will be automatically converted into or exchangedthe right to receive, and become exchangeable for, an equivalent securityone share of SharpLink US preferred stock with equivalent terms; (v) each option, warrant, or other right to acquire a SharpLink Israel Share will become a right to acquire one share of SharpLink US Common Stock at the same price and on a one-for-one basis.the same other terms; and (vi) the Debenture convertible into SharpLink Israel Shares will be convertible into shares of SharpLink US Common Stock at the same price and on the same other terms and any interest paid thereunder in shares will be paid in SharpLink US Common Stock.

Subject to the approvalcompletion of the timely filing of notice to The Nasdaq Stock Market, LLC (“Nasdaq”) of the Domestication Merger, following the closing of the Domestication Merger, the SharpLink US’s common stockUS Common Stock will be listed on the Nasdaq Capital Market and will trade under SharpLink US’s name and the trading symbol “SBET”.“SBET.”

SharpLink US’s Post-Closing Board of Directors

The members of the SharpLink US Board of Directors will be the same as the directors of SharpLink Israel prior to the Domestication Merger. Under the Amended and Restated Certificate of Incorporation of SharpLink US, each member of the SharpLink US Board of Directors will serve a term that continues until the next election of directors. The Board of Directors of SharpLink US will be comprised as follows:

Conditions to Closing

Consummation of the Domestication Merger is subject to certain closing conditions, including, among other things, (i) approval of the Domestication Merger Proposal by the shareholders of SharpLink Israel, (ii) the effectiveness of the Registration Statement,registration statement, of which this proxy statement/prospectus forms a part, (iii) the approval for listing of the shares of SharpLink US Common Stock being issued in connection with the Domestication Merger on the Nasdaq Capital Market at or prior to completion of the Domestication Merger, and (iii)(iv) the receipt of tax rulings from the Israel Tax Authority with respect to the Domestication Merger. The Merger Agreement provides that the parties to the Merger Agreement may, to the extent permissible by applicable law, waive any of the closing conditions.

Risk Factors

The business of SharpLink Israel is, and the business of SharpLink US will be, subject to various risks associated with its business and industry, and an investment in the stock of SharpLink Israel and SharpLink US will be subject to a number of risks related to market factors and other matters. These risks and other risks are discussed in greater detail under the section titled “Risk Factors” and in the documents incorporated by reference in this proxy statement/prospectus. You are encouraged to read and consider all of these risks carefully.

Regulatory Approvals and Notices

In the U.S., SharpLink Israel and SharpLink US must comply with applicable federal and state securities laws and the rules and regulations of Nasdaq in connection with the issuance of shares of SharpLink US Common Stock and other SharpLink US securities pursuant to the Domestication Merger Agreement and the Domestication Merger and the filing of this proxy statement/prospectus with the SEC. As of the date hereof, the registration statement, of which this proxy statement/prospectus is a part, has not become effective. In Israel, SharpLink Israel is requiredintends to receive a tax rulings from the Israel Tax Authority with respect to the Domestication Merger as a condition to the closing of the Domestication Merger. In addition, pursuant to the Encouragement of Research, Development and Technological Innovation in the Industry Law, 5744-1984, and the regulations, guidelines, rules, procedures, and benefit tracks thereunder, (collectively, the “Innovation Law”), to which SharpLink Israel is subject due to its receipt of grants from the Israeli NationalIsrael Innovation Authority for Technological Innovation (the “IIA”), a recipient of IIA grants must report to the IIA regarding any change in the holding of means of control of the recipient which transforms any non-Israeli citizen or resident into an “interested party,” as defined in the Israeli Securities Law (e.g., a non-Israeli entity that acquiresan acquiree of 5% or more of the capital of SharpLink Israel as a resultIsrael) and any change in control of the Domestication Merger).SharpLink Israel. The Innovation Law requires that such “interested party” non-Israeli citizen or resident shall execute an undertaking in favor of the IIA to observe, and to make reasonable efforts that the recipient shall observe, the requirements of the Innovation Law, in a form prescribed by the IIA.

Nasdaq Listing

ItAs noted above, it is a condition to the Domestication Merger that the shares of SharpLink US Common Stock being issued in connection with the Domestication Merger be approved for listing on the Nasdaq Capital Market at or prior to completion of the Domestication Merger. Subject to the approvalcompletion of the timely filing of notice to Nasdaq of the Domestication Merger, following the closing of the Domestication Merger, the SharpLink US’s common stockUS Common Stock will be listed on the Nasdaq Capital Market and will trade under SharpLink US’s name and trading symbol “SBET”.“SBET.”

Appraisal Rights and Dissenters’ Rights

SharpLink Israel shareholders are not entitled to appraisal rights in connection with the Proposals.

Comparison of SharpLink US Stockholder Rights and SharpLink Israel Shareholder Rights

SharpLink Israel was incorporated under the laws of Israel, and SharpLink US was incorporated under the laws of the State of Delaware. In connection with the Domestication Merger, all SharpLink Israel Shares outstanding immediately prior to the Domestication Merger will convert, on a one-for-one basis, into shares of SharpLink US Common Stock and all preferred shares, options, and warrants of SharpLink Israel outstanding immediately prior to the Domestication Merger will be exchanged for equivalent securities of SharpLink US, on a one-for-one basis. Therefore, if the Domestication Merger is completed, SharpLink Israel shareholders will become stockholders of SharpLink US, and their rights will be governed by the DGCL, the Bylaws of SharpLink US (the “Bylaws”) and, the Amended and Restated Certificate of Incorporation of SharpLink US.

The rights of SharpLink Israel shareholders under the Israeli Companies Law and the SharpLink Israel Articles of Association differ from the rights under the DGCL and the Amended and Restated Certificate of Incorporation and Bylaws of SharpLink US as more fully described under the section titled “Differences in Shareholder Rights.”

SUMMARY SELECTED FINANCIAL DATA OF SHARPLINK, INC.

The following table summarizes SharpLink, Inc.’s financial data. SharpLink, Inc. has derived the following statements of operations data for the six months ended June 30, 2021 and 2020 from its unaudited financial statements and for the twelve months ended December 31, 2020 and 2019 from its audited financial statements. Balance sheets data as of June 30, 2021 data is derived from its unaudited financial statements while balance sheet data for the years ended December 31, 2020 and 2019 is derived from its audited financial statements. SharpLink, Inc.’s historical results are not necessarily indicative of the results that may be expected in the future. The following summary financial data should be read in conjunction with “SharpLink Management’s Discussion and Analysis of Financial Condition and Results of Operations” and its financial statements and related notes included elsewhere in this proxy statement/prospectus.

STATEMENTS OF OPERATIONS DATA:

BALANCE SHEET DATA:

SUMMARY SELECTED FINANCIAL DATA OF FOURCUBED

The following table summarizes FourCubed’s financial data. FourCubed has derived the following statements of operations data for the six months ended June 30, 2021 and 2020 from its unaudited financial statements and for the twelve months ended December 31, 2020 and 2019 from its audited financial statements. Balance sheet data as of June 30, 2021, data is derived from its unaudited financial statements while balance sheet data for the years ended December 31, 2020 and 2019 is derived from its audited financial statements. FourCubed’s historical results are not necessarily indicative of the results that may be expected in the future. The following summary financial data should be read in conjunction with “FourCubed Management’s Discussion and Analysis of Financial Condition and Results of Operations” and its financial statements and related notes included elsewhere in this proxy statement/prospectus.

STATEMENTS OF OPERATIONS DATA:

BALANCE SHEET DATA:

SUMMARY SELECTED FINANCIAL DATA OF LEGACY MTS

The following table summarizes Legacy MTS’s financial data. Legacy MTS has derived the following statements of operations data for the six months ended June 30, 2021, and 2020 from its unaudited financial statements and for the twelve months ended December 31, 2020 and 2019 from its audited financial statements. Balance sheets data as of June 30, 2021, data is derived from its unaudited financial statements while balance sheet data for the years ended December 31, 2020 and 2019 is derived from its audited financial statements. Legacy MTS’s historical results are not necessarily indicative of the results that may be expected in the future. The following summary financial data should be read in conjunction with “Legacy MTS Management’s Discussion and Analysis of Financial Condition and Results of Operations” and its financial statements and related notes included elsewhere in this proxy statement/prospectus.

STATEMENTS OF OPERATIONS DATA:

BALANCE SHEET DATA:

MARKET PRICE AND DIVIDEND INFORMATION

SharpLink Israel Shares have been listed on the Nasdaq Capital Market under the symbol “SBET” since July 2021. Prior to that date, SharpLink Israel’s Shares were listed under its prior name Mer Telemanagement Solutions, Ltd. and were listed on the Nasdaq Capital Market under the symbol “MTSL.”

On [●], 2022,2023, the last full trading day immediately preceding the public announcementfiling of the Domestication Merger,this proxy statement/prospectus, the closing price per share of the ordinary shares of SharpLink Israel Shares on Nasdaq was $               $[●]. On                  , the last reported sale price of the ordinary shares of SharpLink Israel on the Nasdaq Capital Market was $ per share.

Subject to the approval of Nasdaq, followingFollowing the closing of the Domestication Merger, the SharpLink US’s common stockUS Common Stock will be listed on the Nasdaq Capital Market and will trade under SharpLink US’s name and tradingIsrael’s current symbol “SBET”.“SBET.”

As of [●], 2022,2023, SharpLink Israel had [●] shareholders of record. The number of record holders was determined from the records of SharpLink Israel’s transfer agent and does not include beneficial owners of ordinary sharesSharpLink Israel Shares whose shares are held in the names of various security brokers, dealers and registered clearing agencies. SharpLink Israel’s transfer agent is Equiniti/American Stock Transfer & Trust.

Dividend Policy

SharpLink Israel has never declared or paidany cash dividends to its shareholderssince inception and itSharpLink Israel does not intend to pay cashanticipate paying any dividends in the foreseeable future. Instead, SharpLink Israel intends to reinvest any earnings in developing and expanding its business.

Under the Israeli Companies Law – 1999, as amended, SharpLink Israel may declare and pay dividends only if, upon the determinationanticipates that all of its Board of Directors, there is no reasonable concern thatearnings will be used to provide working capital, to support its operations, and to finance the distribution will prevent it from being able to meet the termsgrowth and development of its existingbusiness. The payment of dividends is within the discretion of the Board and foreseeable obligations as they become due. Under the Companies Law, the distribution amount is further limited to the greaterwill depend on its earnings, capital requirements, financial condition, prospects, applicable Israeli law, which, among other requirements, provides that dividends are only payable out of retained earnings, or earnings generated overand other factors its Board might deem relevant. There are no restrictions that currently limit our ability to pay dividends on its Ordinary Shares other than those generally imposed by applicable Israeli law and the two most recent years legally available for distribution according to SharpLink Israel’s then last reviewed or audited consolidated financial statements, provided that the daterestriction imposed by terms of the consolidated financial statements is not more than six monthsSeries B Preferred Shares and the Debenture, which provide that as long as any portion of the Series B Preferred Shares and Debenture remains outstanding, unless the holders of at least 50.1% of the Series B Preferred Shares and 67% in principal amount of the then outstanding Debenture shall have otherwise given prior to the date of distribution. In the event thatwritten consent, SharpLink Israel doesshall not, have retained earnings or earnings generated over the two most recent years legally available for distribution, SharpLink Israel may seek the approvaland shall not permit any of the court in ordersubsidiaries to, distribute a dividend. The court may approvedirectly or indirectly pay cash dividends or distributions on any equity securities of SharpLink Israel’s request if it is convinced that there is no reasonable concern that the payment of a dividend will prevent it from satisfying its existing and foreseeable obligations as they become due.Israel.

SharpLink US intends to reinvest any earnings for development and expansion of its business and does not anticipate paying any cash dividends in the foreseeable future.

RISK FACTORS

If the Domestication Merger is completed, which is expected to occur in the second quarterhalf of 2022,2023, SharpLink Israel will become a wholly owned subsidiary of SharpLink US and holders of SharpLink Israel Ordinary Shares will become shareholdersstockholders of SharpLink US. As a result of the domestication ofDomestication Merger, the Company from Israel to the US, the Company will be governed by a different corporate law and different governing documents.documents governing the company that will be held by you will be different. You should carefully consider the factors described below, together with all of the other information contained in this proxy statement/prospectus, before making a decision about voting on the proposals submitted for your consideration. If any of the risks discussed below actually occur, the business, financial condition, operating results and cash flows of SharpLink Israel and/or SharpLink US could be materially adversely affected. The risks described below are not the only risks facing SharpLink Israel and SharpLink US. Additional risks and uncertainties not presently known to SharpLink Israel or SharpLink US or that SharpLink Israel or SharpLink US currently deem immaterial also may impair their business operations.

Summary of the Material Risks Associated with SharpLink Israel’s Business

These risks include, but are not limited to, the following:

The summary risk factors described above should be read together with the text of the full risk factors below and in other information set forth in this proxy statement/prospectus, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. If any such risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially and adversely affected. The risks summarized above or described in full below are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also materially, adversely affect our business, prospects, financial condition and results of operations.

Risks Related to SharpLink Israel’s Business and the Business ofIndustries SharpLink Israel Serves

The following discussion provides an overview of certain material risks related to the business of SharpLink Israel, including its’ wholly owned subsidiary SharpLink, Inc., which will become the business of SharpLink US if the Domestication Merger is completed.

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

SharpLink Israel has a history of incurring net losses and SharpLink Israel may not achieve or maintain profitability in the future. SharpLink Israel experienced net losses of approximately $1.14$15.2 million and $0.3$55.7 million for the years ended December 31, 20202022 and December 31, 2019,2021, respectively; and $5.9 million and $10.5 million for the six months ended June 30, 2023 and June 30, 2022, respectively. As of December 31, 2020,June 30, 2023, SharpLink Israel had an accumulated deficit of approximately $2.7$79.8 million. SharpLink IsraelWe cannot predict when or whether itwe will reach or maintain profitability. SharpLink IsraelWe also expects itsexpect our operating expenses to increase in the future as it continueswe continue to invest for SharpLink Israel’s future growth, which will negatively affect itsour results of operations if itsour total revenue does not increase.

If SharpLink Israel is unable to increase its revenues, or if its operating costs are higher than expected, SharpLink Israelit may not be able to achieve profitability and its operating results may fluctuate significantly.

SharpLink Israel may not be able to accurately forecast its revenues or future revenue growth rate. Many of itsour expenses, particularly personnel costs and occupancy costs, are relatively fixed, but SharpLink Israelwe may experience higher than expected operating costs, including increased selling and marketing costs, investments in geographic expansion, audience acquisition costs, communications costs, travel costs, software development costs, third-party technology licensing fees, audit and legal fees, professional fees and other costs. As a result, SharpLink Israelwe may not be able to adjust spending quickly enough to offset any unexpected increase in expenses or revenue shortfall. Increased competition could lead to significant price pressure for the products and services SharpLink Israel provides,we provide, which could make profitability even more challenging. Such competition may also cause SharpLink Israel to lose access to certain data if a third party is granted exclusivity over such data.

If operating costs exceed SharpLink Israel’sour expectations and cannot be adjusted accordingly, SharpLink Israel’s results of operations and financial position could be materially and adversely affected. Additionally, SharpLink Israelit may not be able to sustain its current revenue and any revenue growth. Reduced demand, whether due to a weakening of the global economy, reduction in consumer spending, competition or other reasons, may result in decreased revenues and growth, and a material adverse effect on itsSharpLink Israel’s operating results.

SharpLink Israel will likely require additional capital to support its growth plans and such capital may not be available on reasonable terms or at all. This could hamperIf SharpLink Israel cannot raise sufficient capital, there is substantial doubt about its ability to continue as a going concern.

In the pursuit of SharpLink Israel’s long-term growth strategy and the development of our sports betting conversion, affiliate marketing services and related businesses, we have a material adverse effect on its business.

sustained continued operating losses. During the years ended December 31, 2022 and 2021, SharpLink Israel had a net loss from continuing operations of $15.3 million and $33.5 million, respectively, and cash used in operating activities from continuing operations of $6.5 million and $5.9 million. For the six months ended June 30, 2023 and 2022, SharpLink Israel had a net loss from continuing operations of $5,970,904 million and $10,599,807, respectively, and cash used in operating activities from continuing operations of $11,991,510 and $4,752,823. To help fund our operations, we raised capital from banks and outside investors in the aggregate amounts of $3.3 million and $15.9 million for the years ended December 31, 2022 and 2021, respectively, in the form of a term loan in 2022 and the sale of Ordinary Shares and conversion of preferred stock, and sale of prefunded and regular warrants during 2021. Based on continued expected cash needs to fund our ongoing technology development initiatives and grow our Affiliate Marketing Services–United States operations, we may require additional liquidity to continue our operations for the next year. In February 2023, SharpLink Israel closed on a $4.4 million convertible debenture and signed a two-year $7.0 million revolving loan agreement with our commercial lender.

Until SharpLink Israel can generate a sufficient amount of revenue to finance its capital needs, which it may never achieve, we expect to finance our cash needs primarily through public or private equity financings or conventional debt financings. We cannot be certain that additional funding will likely require significant fundsbe available on acceptable terms or at all. If we are not able to secure additional funding when needed to support itsour business growth and to respond to business challenges, track and comply with applicable laws and regulations, develop new technology and services or enhance itsour existing offering, improve itsour operating infrastructure, enhance itsour information security systems to combat changing cyber threats and expand personnel to support itsour business, we may have to delay or reduce the scope of planned strategic growth initiatives. Moreover, any additional equity financing that we obtain may dilute the ownership held by our existing shareholders. The economic dilution to our shareholders will be significant if our stock price does not materially increase, or if the effective price of any sale is below the price paid by a particular shareholder. Any debt financing could involve substantial restrictions on activities and creditors could seek additional pledges of some or all of our assets. If we fail to obtain additional funding as needed, we may be forced to cease or scale back operations, and our results, financial conditions and stock price would be adversely affected.

Our indebtedness could adversely affect our business. Accordingly,

As of June 30, 2023, we had $7,281,949 in consolidated debt which includes the assumption of repayment obligations from the SportsHub Merger. More specifically, with the closing of the SportsHub Merger on December 22, 2022, we assumed repayment obligations of $5,387,850 in connection with a revolving line of credit and a term note held by SportsHub. In addition, on February 13, 2023, SharpLink, Inc. (the “Borrower”), a Minnesota corporation and wholly owned subsidiary of SharpLink Israel, entered into a Revolving Credit Agreement (the “2023 Revolving Credit Agreement”) with Platinum Bank, a Minnesota banking corporation (the “Lender”) and executed a revolving promissory note of $7,000,000 (the “2023 Revolving Note”). The 2023 Revolving Credit Agreement provides for a two-year revolving line of credit (the “2023 Credit Line”) in the original principal amount of $7,000,000. The annual rate of interest to accrue on the outstanding principal balance of the 2023 Credit Line shall be annum interest rate equal to the prime rate plus 50 basis points, with such rate to be adjusted on and effective as of the same day the prime rate changes. The Borrower is subject to normal and customary representations and covenants, including the delivery of audited annual financial statements within 120 days of its fiscal year end.

The Company’s indebtedness could have adverse consequences, including, but not limited to:

Our debt obligations require us to use a portion of our operating cash flow to pay interest and principal on indebtedness instead of for other corporate purposes, including funding future expansion of our business, acquisitions and ongoing capital expenditures, which could impede our future growth. If our operating cash flow and capital resources are insufficient to service our debt obligations, we may needbe forced to engage insell assets, seek additional equity or debt financingsfinancing or restructure our debt, which could harm our long-term business prospects. Our failure to secure additional funds. SharpLink Israel’s ability to obtain additional capital,comply with the covenants contained in the terms of our indebtedness could result in an event of default which, if not cured or waived, could result in the acceleration of the debt.

Our cash and when required, will depend on SharpLink Israel’s business plans, investor demand, operating performance, market conditions, credit rating and other factors. If SharpLink Israel raises additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of SharpLink Israel’s currently issued and outstanding equity or debt, and its existing shareholders may experience dilution. If SharpLink Israel is unable to obtain additional capital when required, or on reasonable terms, SharpLink Israel’s ability to continue to support its business growth or to respond to business opportunities, challenges or unforeseen circumstancescash equivalents could be materially and adversely affected if the financial institutions in which we hold our cash and its business may be harmed.cash equivalents fail.

COVID-19 has adversely affected SharpLink Israel’s business, financial condition, results of operations and prospects, including as a result of the reduction in the quantity of global sporting events, closures or restrictions on business operations of SharpLink Israel’s clients and a decrease in consumer spending, and it may continue to experience such effects in the future.

The worldwide outbreakOn March 10, 2023, the Federal Deposit Insurance Corporation (the “FDIC”) took control of COVID-19Silicon Valley Bank (“SVB”) and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to continue their operations. As of that date, we had approximately $336,000 held in early 2020 has negatively affected economic conditions regionally as well as globally and has caused a reduction in consumer spending. Efforts to contain the effectSVB. We have wired all of the virusdeposits at SVB to another financial institution. The failure of SVB has not caused any negative impact on our operations. Nevertheless, we regularly maintain cash balances at third-party financial institutions, including Platinum Bank, in excess of the FDIC insurance limit. In addition, we have included business closures, travel restrictions, and restrictions on public gatherings and events. Many businesses eliminated non-essential travel and canceled in-person eventssigned several loan agreements with Platinum Bank. A failure of Platinum Bank, and/or any other financial institution where we maintain cash balances, similar to reduce instances of employees and others being exposedSVB, to public gatherings. Governments around the world, including governments in Europe and state and local governmentsreturn our deposits, or if any such bank is subject to other adverse conditions in the U.S., have restricted business activitiesfinancial or credit markets, could impact access to our invested cash or cash equivalents and strongly encouraged, instituted orders or otherwise restricted individuals from leaving their home. To date, governmental authorities have imposed or have recommended various measures, including social distancing, quarantine, limitations on the size of gatherings, closures of work facilities, schools, public buildingscould adversely impact our operating liquidity and businesses, and cancellation of events, including sporting events, concerts, conferences and meetings. The suspension, postponement and cancellation of sporting events affected by COVID-19 has had an adverse impact on the progression of financial performance.

SharpLink Israel’s overall business plan and its revenue and the revenue of its clients.

Although many sports seasons and sporting events recommenced in 2021, the fluidity of this situation, potential for virus variants and potential setbacks associated therewith precludes any prediction as to the ultimate impact of COVID-19, which remains a material uncertainty and risk with respect to SharpLink Israel’s business, performance, and financial results. The revenue of its clients, and its own revenue, continue to depend on sports events taking place and consumer participation and spending on entertainment and leisure activities, and any further setbacks with respect to COVID-19 could have a material adverse effect on its business, financial condition, results of operations and prospects.

SharpLink’sC4 sports betting conversion solution issolutions are still in the early stagestages of development and commercialization. Failure to successfully develop, test and commercially expand such service offeringtechnology solutions could have a material adverse effect on itsour business, financial condition, results of operations and prospects.

SharpLink Israel’s Affiliate Marketing Services and itsOur sports betting conversion solution issolutions, marketed under the brand “C4,” are critical to itsour overall business strategy and itsour ability to achieve and maintain profitability. While SharpLink Israel’sour sports betting conversion solution has been launched, it is still in the early-stagesearly stages of development, has had only limited functionality testing and development, and is commercialized with only two proprietary Fantasy Sports properties, one sportsbook and with bets that have been generally limited to American football, golf and auto racing. Successful development and testing dependsdepend on a number of circumstances, many of which are not in SharpLink Israel’sour control, including without limitation, the ability to attract and retain developers, the interest of third-partiesthird parties in pilot testing or early adoption and the response to any unexpected errors or issues.

In addition, even if development and testing of the SharpLink Inc.our C4 solution issolutions are generally successful, there can be no assurance that SharpLink Israelwe will be able to sell such service to prospective clients on commercially reasonable terms, if at all. If SharpLink Israel iswe are unable to successfully develop and test the C4 solutionsolutions to work seamlessly with other sportsbooks and media organizations on a wide variety of sports and bet types, or if SharpLink Israel’sour sports betting conversion solution failssolutions fail to attract clients on commercially reasonable terms and/or meet client expectations, SharpLink Israelwe may not experience any meaningful commercial success with respect to itsour C4 betting conversion solution, which would materially and adversely affect itsour business, financial condition, results of operations and prospects.

SharpLink Israel relies on relationships with sports leagues, sports media organizations and sportsbooks and loss of existing relationships or failure to renew or expand existing relationships may cause loss of a competitive advantage or require SharpLink Israelus to modify, limit or discontinue certain offerings, which could materially and adversely affect itsour business, financial condition, results of operations and prospects.

SharpLink Israel relies on relationships with sports leagues, sports media organizations and sports betting bookmakers, and the future success of itsour business may depend, in part, on itsour ability to obtain, retain and expand such relationships. SharpLink Israel’sOur arrangements with sports leagues, sports media organizations and sportsbooks may not continue to be available to SharpLink Israelus on commercially reasonable terms, or at all. In addition, the industries SharpLink Israel operateswe operate in are highly competitive. It is common for multiple competitors to provide services to clients simultaneously and SharpLink Israel expectswe expect this to continue. In the event that SharpLink Israel loseswe lose existing arrangements or cannot renew and expand existing arrangements, itwe may be required to discontinue or limit itsour offerings or services, which could materially and adversely affect itsour financial condition and business operation.

SharpLink Israel operates in a competitive market and may lose clients and relationships to both existing and future competitors.

The markets for fantasy sports data relatedand F2P games, sports data-related solutions and performance marketing services are competitive and rapidly changing. The sports betting and sports media industries are particularly competitive and fast growing. Competition in these markets may increase further if economic conditions or other circumstances including as a result of COVID-19, cause consumer bases and consumer spending to decrease and service providers to compete for fewer consumer resources. SharpLink Israel’sOur existing and future competitors have, or may in the future have or obtain, greater name recognition, larger customer and audience bases, better technology or data, lower prices, exclusive or better access to data, greater user traffic or greater financial, technical or marketing resources than SharpLink Israel has. SharpLink Israel’swe have. Our competitors may be able to undertake more effective marketing campaigns, obtain more data, adopt more aggressive pricing policies, make more attractive offers to potential employees, subscribers, sports betting operators, sports leagues, sports media organizations, distribution partners and content providers or may be able to respond more quickly to new or emerging technologies or changes in user requirements. If SharpLink Israel’sour competitors develop technology before it does, itswe do, our business and profitability could be materially and adversely affected. If SharpLink Israel iswe are unable to maintain or develop relationships with sports leagues, sports media organizations and sportsbooks, SharpLink Israel’sour revenues will fail to grow or may even decline, in each case having a material adverse effect on itsour business, financial condition, results of operations and prospects.

SharpLink Israel’sOur revenue prospects may be materially and adversely affected if SharpLink Israel iswe are unable to acquire companies with complementary technology or that operate in the same or complementary industries,industries; and any such acquisition efforts may divert management’s attention from other critical activities.

SharpLink IsraelWe may seek to grow revenue in part through acquisition of companies with similar or complementary technology or that operate in similar or complementary industries. The market for acquisitions is highly competitive and subject to a number ofseveral factors, including without limitation, general economic conditions and tax or other regulatory changes. Furthermore, acquisitions require a significant amount of management time and resources, both in terms of execution and integration of any acquisition target. In addition, SharpLink Israel’sour competitors have been and may continue to also pursue acquisitions and have or may have better capital resources than SharpLink Israel,us, stronger name recognition in the acquisition market and a longer history of successful transactions. SharpLink Israel’sOur revenue prospects may be materially and adversely affected if SharpLink Israel iswe are unable to make successful acquisitions. Further, pursuing such activities may divert attention from other critical activities of itsour business plan, such as development, testing and commercialization of products and services.

SharpLink Israel’s business may be materially and adversely affected if it iswe are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards and changing regulatory requirements, or if SharpLink Israel doeswe do not invest in product development and provide services that are attractive to itsour clients.

SharpLink Israel’sOur future business and financial success will depend on itsour ability to continue to anticipate the needs of itsour clients or potential clients in order to successfully introduce new and upgraded products and services and to successfully implement itsour current and future geographic and product and service expansion plans. To be successful, SharpLink Israelwe must be able to quickly adapt to changes in technology, industry standards and regulatory requirements by continually enhancing itsour technology, services and solutions. Developing new services and upgrades to services, as well as integrating and coordinating current services, imposes burdens on itsour product development team management and researchers.management. These processes are costly and time intensive, and itsour efforts to develop, integrate and enhance itsour products and services may not be successful. In addition, successfully scaling up and launching and selling a new or upgraded product or service puts additional strain on itsour sales and marketing resources. Investing resources towards increasing the depth of itsour coverage within existing markets imposes additional burdens on itsour personnel and capital resources. If SharpLink Israel iswe are unable to manage itsour expansion efforts effectively, in obtaining greater market share or in obtaining widespread adoption of itsour current or future products and services, SharpLink Israelwe may not be able to offset the expenses associated with the launch and marketing of the new or upgraded service,services, which could have a material adverse effect on itsour financial results.

If SharpLink Israel iswe are unable to develop new or upgraded products and services or decidesdecide to combine, shift focus from, or phase out a product or service, then itsour clients may choose a competitive product or service over SharpLink Israel, itsus, our revenues may decline, and itsour ability to achieve or maintain profitability may be reduced. If SharpLink Israel incurswe incur significant costs in developing new or upgraded services or combining and coordinating existing services, if SharpLink Israel iswe are not successful in marketing and selling these new services or upgrades, or if itsour clients fail to accept these new or combined and coordinating services, then there could be a material adverse effect on SharpLink Israel’sour results of operations, and itwe may never achieve profitability. If SharpLink Israel eliminateswe eliminate or phasesphase out a product or service and iswe are not able to offer and successfully market and sell an alternative service, its revenueproducts or services, our revenues may decrease, which could have a material adverse effect on itsour results of operations.

The loss or significant reduction in business from one or more of SharpLink Israel’sour large clients could materially and adversely affect itsour business, financial condition and results of operations.

A material portion of SharpLink Israel’sour revenue is concentrated inon some of itsour largest clients, and SharpLink Israel doeswe do not have long-term contracts that require these clients to continue to use itsour services. SharpLink Israel’sOur revenue growth depends on itsour ability to obtain new clients and achieve and sustain a high level of renewal rates with respect to itsour existing clients. Failure to achieve one or more of these objectives could have a material adverse effect on itsour business, financial condition and operating results.

SharpLink Israel’s operations are subject to seasonal fluctuations that may impact results of operations and cash flow.

Although the sporting calendar is year-round, there is seasonality in sporting events that may impact itsour operations and operations of sports leagues, sports media organizations, casinos and sports betting bookmakers. Certain sports only hold events during portions of the calendar year, such as the NFL, which plays games in the fall and winter months. Sports off-seasons cause decreases in SharpLink Israel’sour revenues and revenues of itsour clients, and factors such as playoffs, championships or similar events are unknown and may not yield consistent sources of revenue for SharpLink Israel us and itsour clients. Further, SharpLink Israel’sour revenue and the revenue of itsour clients may also be affected by the scheduling of major sporting events that do not occur annually, such as the Olympics or World Cup, or the cancellation or postponement of sporting events and races, such as postponements resultingwhich resulted from the COVID-19 pandemic. Such fluctuations and uncertainties may have a material adverse effect on itsour future financial condition or results of operation.

SharpLink Israel’s

Our business and operating results and operating results of itsour clients and vendors may be significantly impacted by general economic, political and social conditions, pandemics, wars or terrorist activity, severe weather events and other natural disasters, and the health of the sports, entertainment and sports betting industries.

SharpLink Israel’sOur business and operating results and the business and operating results of itsour clients and vendors are subject to global economic conditions and their impact on levels of consumer spending. Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global sports, entertainment and sports betting industries, and may have a material adverse effect on itsour business and financial condition and the business and financial condition of itsour clients, business partners and vendors. If the U.S. or international economies experience another recession or any of the relevant regional or local economies suffer a continued downturn, SharpLink Israelwe may experience a material adverse effect on itsour business, financial condition, results of operations and prospects.

Adverse developments affecting financial markets and economies throughout the world, including fluctuation in stock markets resulting from, among other things, trends in the economy as a whole, a general tightening of availability of credit, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, increased energy costs, acts of war or terrorism, transportation disruptions, severe weather events and other natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines or volatility in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, may further reduce spending on sporting events, sports betting and marketing services and may negatively affect the sports, entertainment and sports betting industries. Any one of these developments could have a material adverse effect on SharpLink Israel’sour business, financial condition, results of operations and prospects.

We depend on a limited number of customers for a substantial portion of our FourCubedAffiliate Marketing Services – International revenue, and the loss of customers, unfavorable changes to terms in customer contracts or unfavorable changes in the markets served by our customers due to geopolitical, regulatory or other facts could materially and adversely affect our revenue, profitability and financial condition.

FourcubedOur Affiliate Marketing Services – International business segment generates revenue by delivering a broad base of players to gamingiGaming operators, which are our customers. The loss of any of our key operators, or a significant reduction in sales or contracted rates to any key operator, or unfavorable changes in contracts with operators due to geopolitical, regulatory or other factors, could significantly reduce our revenue, margins and earnings and adversely affect our business. Entain plc, an operator, is our largest customer, comprising greater than 85 percentapproximately 75% of FourCubedour Affiliate Marketing Services – International business segment’s revenue for the yearsyear ended December 31, 2020 and 2019.2022. The contract with this customer requires a nominal notice period to terminate the contract. If notice were provided, our revenues would decline from then-current net gaming revenue rates to approximately one-third the then-current rate.

The impact to gross margin percentage would be a similar reduction to that of revenue percentage as we pay our sub-affiliates based on a percentage of the then-current net gaming revenue and any reduction in our revenue would be a corresponding reduction in our cost of revenue. This customer also has the unilateral right to cease offering services in the markets in which it operates, which would result in the loss of revenue to us. In response to a removal of service offerings in various markets, FourCubedour Affiliate Marketing Services – International segment has the ability to market itsour user base to other operators who continue to offer service to the various markets. If we are required to change service providers, we expect to incur switching costs, which could include lost revenues during the transition period and additional player promotions to incentive players to migrate to a new platform once the platform previously used is no longer available.

On February 24, 2022, Russia launched an invasion in Ukraine. In connection with the status of international relations with Russia, particularly in light of Russian’s invasion of Ukraine, the U.S. government and the European Union have adopted sanctions on certain industry sectors and parties in Russia. The United States and other countries may implement additional actions, including trade actions, tariffs, export controls and sanctions against other countries or localities, including potentially against certain Russian government, government-related or other entities or individuals related to actions in Ukraine, which along with any retaliatory measures could increase costs, adversely affect our operations or adversely affect our ability to meet contractual and financial obligations. These potential sanctions and export controls, as well as any responses from Russia, could adversely affect us and/or the Company’s business partners or customers. While these factors and their impact are difficult to predict, any one or more of them could have a material adverse effect on our competitive position, results of operations, financial condition or liquidity. For example, Entain plc, the largest customer of our Affiliate Marketing Services – International business segment, informed us in February 2022 it had elected to exit the Russian market in response to Russia’s conflict with Ukraine, resulting in the loss of approximately 40% of the annual revenue historically generated from this customer. Consequently, during the year ended December 31, 2022, SharpLink Israel recorded goodwill and intangible asset impairment charges of $4,726,000, largely resulting from Entain plc’s loss of access to customers in Russia.

SharpLink Israel’sOur recruitment and retention of qualified personnel and key employees, including members of itsour senior management team, are vital to growing itsour business and meeting itsour business plans. The loss of any of itsour key executives or other key employees could harm itsour business.

SharpLink Israel dependsWe depend on a limited number of key employees to manage and operate its business. SharpLink Israel believesour businesses. We believe a significant portion of itsour success is owed to itsour co-founders, Rob Phythian and Chris Nicholas, and their longstanding relationships with sports leagues, sports media companies and fantasy sports companies. The leadership of Mr. Phythian, Mr. Nicholas and SharpLink Israel’sour other current executive officers and key employees has been critical and the departure of Mr. Phythian, Mr. Nicholas or any one of itsour other executive officers or other key employees, or other extended or permanent loss of any of their services, or any negative market or industry perception with respect to any of them or their loss, could have a material adverse effect on its business. SharpLink Israelour businesses. We may not be able to attract or retain such highly qualified personnel in the future, and SharpLink Israel doeswe do not expect that it wouldwe will be able to replace their longstanding industry relationships. In addition, the loss of employees or the inability to hire qualified personnel that are knowledgeable regarding the sports betting and online gaming industries could result in significant disruptions to itsour business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to itsour business.

The sports betting and online gaming industries require specific knowledge that is not easily transferable from other industries and finding suitable replacements for specialized roles can be challenging in a limited talent pool. The prevailing tight labor market in the United States has also made hiring more difficult and the costs of hiring more expensive, including for technical workers. If SharpLink Israel doeswe do not succeed in attracting, hiring and integrating qualified personnel, or retaining and motivating existing personnel, itwe may be unable to grow effectively and itsour business, financial condition, results of operations and prospects could be materially and adversely affected. In addition, the effects of inflation of compensation and related employee costs may have a material adverse effect on our financial condition and results of operations.

Negative events or negative media coverage relating to, or a declining popularity of fantasy sports, sports betting, the underlying sports or athletes, online sports betting, iGaming or other negative coverage may adversely impact our ability to retain or attract users, which could have an adverse impact on our business.

Public opinion can significantly influence our business. Unfavorable publicity regarding us, for example, our product changes, product quality, litigation, or regulatory activity, or regarding the actions of third parties with whom we have relationships or the underlying sports (including declining popularity of the sports or athletes), could seriously harm our reputation. In addition, a negative shift in the perception of sports betting and iGaming by the public or by politicians, state legislators, lobbyists or others could affect future legislation of sports betting and iGaming, which could cause jurisdictions to abandon proposals to legalize sports betting and iGaming, thereby limiting the number of jurisdictions in which we can operate. Furthermore, illegal betting activity by athletes could result in negative publicity for our industry and could harm our brand reputation. Negative public perception could also lead to new restrictions on or to the prohibition of iGaming or sports betting in jurisdictions in which we currently operate. Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of our customer base and result in decreased revenue or slower user growth rates, which could seriously harm our business.

SharpLink Israel has acquired, and in the future may acquire or merge with, other businesses. Our business may suffer if we are unable to successfully integrate acquired businesses into us or otherwise manage the growth associated with multiple acquisitions.

As part of our growth strategy, we have made, and intend to continue to pursue, mergers and acquisitions as opportunities arise to add new or complementary businesses, products, brands or technologies, including the recent acquisition of certain business assets of FourCubed, completed on December 31, 2021, and the merger with SportsHub, consummated on December 22, 2022. In some cases, the costs of the Company’s mergers and acquisitions may be substantial, including as a result of professional fees and due diligence efforts. There is no assurance that the time and resources expended on pursuing a particular acquisition will result in a completed transaction, or that any completed transaction will ultimately be successful. In addition, we may be unable to identify suitable acquisition or strategic investment opportunities or may be unable to obtain any required financing or regulatory approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at all.

We may decide to pursue acquisitions with which our investors may not agree, and we cannot assure investors that any acquisition or investment will be successful or otherwise provide a favorable return on investment. In addition, acquisitions and the integration thereof require significant time and resources and place significant demands on our management, as well as on our operational and financial infrastructure. In addition, if we fail to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these acquisitions into our Company, our business could be seriously harmed. Acquisitions may expose us to operational challenges and risks, including, but not limited to:

SharpLink Israel’s merger and acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close transactions. Moreover, issuing ordinary or preferred shares, or other securities, to fund an acquisition would cause economic dilution to existing shareholders.

Risks Related to Legal Matters and Regulations Affecting the SharpLink Israel’s Business

SharpLink IsraelWe and itsour clients are subject to complex laws and regulations, which are subject to change and interpretation, and which could subject itus to claims or otherwise harm SharpLink Israelus and itsour clients. Any change in existing regulations or their interpretation, or the regulatory climate and requirements applicable to SharpLink Israelus or itsour clients’ businesses, could have a material adverse impact on itsour business, prospects, financial condition and results of operations.

SharpLink Israel and itsour clients are generally subject to laws and regulations relating to sports betting, online gaming, marketing and advertising in the jurisdictions in which SharpLink Israel and itsour clients conduct theirour respective businesses, as well as the general laws and regulations that apply to all e-commerce and online businesses, such as those related to privacy and personal information, tax and consumer protection. The laws and regulations applicable to SharpLink Israel and itsour clients vary from one jurisdiction to another and may be affected by, among other things, political pressures and changes in legislative or governmental priorities. Some jurisdictions have introduced regulations attempting to restrict or prohibit sports betting, online gaming and advertising, while others have taken the position that sports betting or online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable sports betting or online gaming in their jurisdictions.

There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to SharpLink Israel’s businessour businesses and/or the businessbusinesses of itsour clients. In addition, future regulatory action, court decisions or other governmental action may have a material impact on SharpLink Israel and/or itsour clients’ operations and financial results. Governmental authorities could view SharpLink Israel, or itsour clients, as having violated applicable laws or regulations, despite SharpLink Israel or itsour clients’ efforts to obtain and maintain compliance with all applicable licenses or approvals. There isare also a riskrisks that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities or incumbent providers, or private individuals, could be initiated against SharpLink Israel, itsour clients, Internet service providers, payment processors, advertisers and others involved in sports betting and online gaming industries. Changes in applicable law and other regulatory, court or other proceedings could prohibit or impose significant restrictions being imposed upon SharpLink Israel or itsour clients or other business partners. These events could also involve substantial and unexpected compliance and litigation expense, penalties, fines, seizure of assets and injunctions, while diverting the attention of SharpLink Israel’sour management team. Any such proceedings or any change in laws or regulations or their interpretation applicable to SharpLink Israel or itsour clients could have a material adverse effect on itsour business, prospects, financial condition and results of operations.

Failure to obtain or maintain the required regulatory approvals and licenses in the various jurisdictions that SharpLink Israel operates or intends to operate, whether individually or collectively, could have a material adverse effect on itsour business.

SharpLink Israel isAs of September 2023, we are currently licensed and/or authorized to operate in 26 U.S. states, the District of Columbia, Puerto Rico and compliant in four states in the United States that hasOntario, Canada where they have adopted legislation permitting online sports betting. Any of the Company’s licenses to operate legally in the industry could be revoked, suspended or conditioned at any time. Any of SharpLink Israel’sour future license applications may also be denied or conditioned. The loss of a license in one jurisdiction could trigger the loss of a license or affect the Company’sour eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause SharpLink Israelus to cease offering some or all of SharpLink Israel’sour offerings in the impacted jurisdictions. As laws and regulations change, SharpLink Israelwe may need to obtain and maintain licenses or registrations in additional jurisdictions. In addition, once licensed, SharpLink Israelwe may be subject to various ongoing requirements, including supervision by the respective governmental agency of certain transfers of ownership and acquisitions.

In addition, SharpLink Israel intendswe intend to expand into new states and jurisdictions and will generally be required to obtain approval and licensures required by such states and jurisdictions. This is a time-consuming process that can be extremely costly. Any delays in obtaining or difficulty in maintaining regulatory approvals or licenses needed for expansion can negatively affect itsour opportunities for growth, including the growth of itsour client base, or delay itsour ability to recognize revenue from itsour offerings in any such states and jurisdictions. If SharpLink Israel iswe are unable to effectively develop and operate directly or indirectly within these new states or jurisdictions or if itsour competitors are able to successfully penetrate geographic jurisdictions that theywe cannot access or where theywe face other restrictions, there could be a material adverse effect on itsour business, operating results and financial condition. Likewise, SharpLink Israel’sour failure to obtain or maintain the required regulatory approvals and licenses in the various states and jurisdictions that it operatesin which we operate or intend to operate, whether individually or collectively, could have a material adverse effect on itsour business, prospects, financial condition and results of operations.

The legalFuture legislative and regulatory action and court decisions or other governmental action, may have a material impact on our operations and financial results. Governmental authorities could view us as having violated local laws, despite our efforts to obtain all applicable licenses or approvals. There is also a risk that civil and criminal proceedings, including class actions, brought by or on behalf of prosecutors or public entities or incumbent monopoly providers, or private individuals, could be initiated against us, Internet service providers, credit card and other payment processors, advertisers and others involved in the fantasy sports, sports betting marketand iGaming industries. Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon us or our licensees or other business partners, while diverting the attention of key executives. Such proceedings could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as impact our reputation. There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects of the fantasy sports, sports betting or iGaming industries (or that existing laws in those jurisdictions will not be interpreted negatively). Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations, either as a result of our determination that a jurisdiction should be blocked, or because a local license or approval may be costly for us or our business partners to obtain and/or such licenses or approvals may contain other commercially undesirable conditions.

States also impose substantial tax rates on online sports betting and iGaming revenue, in addition to the federal excise tax of 25 basis points on the amount of each wager. As most state product taxes apply to various measures of modified gross profit, tax rates, whether federal or state-based, that are higher than we expect will make it more costly and less desirable for us to launch in a given jurisdiction, while tax increases in any of our existing jurisdictions may adversely impact our profitability. Therefore, even in cases in which a jurisdiction purports to license and regulate fantasy sports, sports betting and/or iGaming, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and at times may be intended to provide incumbent operators with advantages over new licensees.

Our growth prospects depend on the legal status of real money gaming in various jurisdictions, predominantly within the United States, and legalization may not continueoccur in as many states as we expect, or may occur at a slower pace that we anticipate. Additionally, even if jurisdictions legalize sports betting and iGaming, this may be accompanied by legislative or regulatory restrictions and/or taxes that make it impracticable or less attractive to expand.operate in those jurisdictions.

The legal sports betting market in the United States has increased significantly in recent years after the U.S. Supreme Court’s 2018 ruling that the federal restrictions on sports betting under the Professional and Amateur Sports Protection Act of 1992, or PASPA were no longer enforceable, thus giving individual states the power to legalize sports betting. SharpLink Israel’s growth strategy significantly depends on additional states legalizing sports betting. However, additional states may not adopt laws allowing sports betting as SharpLink Israel’s management team expects. Moreover, states that have legalized sports betting may eliminate, narrow or otherwise detrimentally changedchange their laws allowing legal sports betting. A failure for the legal sports betting market to expand or a contraction of the market would have a material adverse effect on SharpLink Israel’s business, prospects, financial condition and results of operations.

In addition, as of September 2023, only six states in the United States had passed legislation for regulating iGaming. We are currently licensed and/or authorized to operate in only four of these six states. In the event that states and other U.S. jurisdictions fail to legalize iGaming, our business expansion initiatives may not be fully realized and our future operating results could be negatively impacted.

SharpLink Israel has been, and will continue to be, the subject of governmental investigations and inquiries with respect to the operation of our businesses and we could be subject to future governmental investigations and inquiries, legal proceedings and enforcement actions. Any such investigation, inquiry, proceeding or action could adversely affect our business.

We have received formal and informal inquiries from time to time, from state government authorities and regulators, including tax authorities and gaming regulators, regarding compliance with laws and other matters, and we may receive such inquiries in the future, particularly as we grow and expand our operations. Violation of existing or future regulations, regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations. In addition, it is possible that future orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to unanticipated liability or penalties, or require us to change our business practices in a manner materially adverse to our business.

SharpLink Israel’s collection, storage and use of personal data are subject to applicable data protection and privacy laws, and any failure to comply with such laws may harm itsour reputation and business or expose SharpLink Israelus to fines and other enforcement action.

In the ordinary course of business, SharpLink Israel collects, stores, useswe collect, store, use and transmitstransmit certain types of information that are subject to different laws and regulations. In particular, data security and data protection laws and regulations relating to personal and consumer information that SharpLink Israel iswe are, or may become subject to, often vary significantly by jurisdiction and are evolving significantly as legislators and regulators continue to grapple with policy considerations surrounding the collection and use of data. Compliance with such data protection and privacy laws will require significant time and expense, particularly as SharpLink Israel continueswe continue to expand its businessour businesses across multiple jurisdictions.

For example, California has enacted the California Consumer Privacy Act, or CCPA, which became effective on January 1, 2020. The CCPA requires new disclosures to California consumers, imposes new rules for collecting or using information, requires companies to comply with data subject access and deletion requests, and affords California consumers new abilities to opt out of certain disclosures of personal information. It remains unclear what, if any, regulations will be implemented pursuant to the law or how it will be interpreted. The Stop Hacks and Improve Electronic Data Security Act, otherwise known as the SHIELD Act, is a New York State bill, the data protection portions of which became effective on March 23, 2020. The SHIELD Act requires companies to adopt reasonable safeguards to protect the security, confidentiality, and integrity of private information. A company should implement a data security program containing specific measures, including risk assessments, employee training, vendor contracts, and timely data disposal. The effects of the CCPA and the SHIELD Act potentially are significant and may require SharpLink Israelus and itsour clients to modify data collection or processing practices and policies and to incur substantial costs in an effort to comply.

In addition, the new EU-wide General Data Protection Regulation, or GDPR, became applicable on May 25, 2018, replacing the data protection laws of each EU member state. The GDPR implemented more stringent operational requirements for processors and controllers of personal data, including, for example, expanded disclosures about what and how personal information is to be used, limitations on retention of information, increased requirements to erase an individual’s information upon request, mandatory data breach notification requirements and higher standards for data controllers to demonstrate that they have obtained valid consent from individuals to process their personal data (or reliance on another appropriate legal basis) for certain data processing activities. It also significantly increased penalties for noncompliance, including where the Company may act as a data processor.

Although SharpLink Israel continueswe continue to review and improve itsour policies and procedures with respect to data protection and privacy to ensure compliance with applicable laws, rules and regulations, if SharpLink Israel’sour privacy or data security measures fail to comply with applicable current or future laws and regulations, SharpLink Israelwe may be subject to fines, litigation, regulatory investigations, enforcement notices requiring it to change the way it useswe use personal data or itsour marketing practices or other liabilities, such as compensation claims by individuals affected by a personal data breach, as well as negative publicity and a potential loss of business. Compliance with data protection and privacy laws and regulations will become more complex, time intensive and costly as SharpLink Israel grows,we grow, particularly when it beginswe begin to rely on the movement of data across national boundaries.

SharpLink Israel may face claims for data rights infringement, which could subject itus to monetary damages.

Although SharpLink Israel haswe have generally adopted measures to avoid potential infringement of third-party data rights in the course of itsour operations, ownership of certain data rights is not always clear in certain jurisdictions SharpLink Israelwe may operate in, particularly in “gray” jurisdictions which are presently unregulated or partially regulated. Should SharpLink Israelwe face claims for illegal data rights sources, or should SharpLink Israelwe inadvertently infringe on another company’s data rights in any jurisdiction, SharpLink Israelwe could be subject to claims of infringement, which could be time consuming and expensive to litigate or settle, divert the attention of management and materially disrupt the conduct of SharpLink Israel’sour business, and SharpLink Israelwe may not prevail. Any such clams,claims, which could include a claim for injunctive relief and damages, if successful, could have a material adverse effect on itsour business, prospects, financial condition and results of operations.

The operation of SharpLink Israel’s Affiliate Marketing Services – International segment are in non-U.S. jurisdictions, which subjects us to the economic, political, regulatory and other risks of international operations.

We conduct business in numerous countries that carry high levels of currency, political, compliance and economic risk. Operations in these countries can present many risks, including volatility in gross domestic product and rates of economic growth, financial and governmental instability, fluctuations of currency exchange rates, and the imposition of exchange and capital controls.

Instability and uncertainties arising from the global geopolitical environment and the evolving international and domestic political, regulatory and economic landscape, including the potential for changes in global trade policies, including sanctions and trade barriers, and trends such as populism, economic nationalism and negative sentiment toward multinational companies, as well as the cost of compliance with increasingly complex and often conflicting regulations worldwide, can impair our flexibility in modifying our product offerings, marketing, hiring or other strategies for growing our businesses, as well as our ability to improve productivity and maintain acceptable operating margins.

The United States and other countries may implement actions, including trade actions, tariffs, export controls and sanctions, against other countries or localities, including against certain Russian government, government-related or other entities or individuals related to actions in Ukraine, which along with any retaliatory measures could increase costs, adversely affect our operations, or adversely affect our ability to meet contractual and financial obligations. In addition, in connection with the current status of international relations with Russia, particularly in light of Russian’s invasion of Ukraine, the U.S. government has adopted sanctions on certain industry sectors and parties in Russia. The governments of other jurisdictions in which we operate, such as the European Union, may also implement additional sanctions or other restrictive measures. These potential sanctions and export controls, as well as any responses from Russia, may adversely affect us and our supply chain, business partners or customers. For example, Entain plc, the largest customer of our Affiliate Marketing Services – International business segment, elected to exit the Russian market in February 2022 in response to Russia’s conflict with Ukraine, resulting in the loss of approximately 40% of the annual revenue historically generated from this customer. Consequently, during the year ended December 31, 2022, we recorded goodwill and intangible asset impairment charges of $4,726,000, largely resulting from Entain plc’s loss of access to customers in Russia.

While these factors and their impact are difficult to predict, any one or more of them could have a material adverse effect on our competitive position, results of operations, financial condition or liquidity.

SharpLink Israel ceased to be a foreign private issuer on December 31, 2022, which resulted in significant additional costs and expenses related to our compliance with U.S. securities laws.

As a public company in the United States, we are incurring significant legal, insurance, accounting and other expenses. We have invested, and plan to continue to invest, resources to comply with evolving laws, regulations and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention away from product development and other commercial activities.

We determined that, as of June 30, 2022, we no longer qualify as a foreign private issuer. Accordingly, effective January 1, 2023, we are required to comply with all U.S. federal securities laws that apply to domestic U.S. companies, including enhanced periodic reporting, proxy requirements, and our officers, directors and principal shareholders are subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. We are required to file periodic reports and registration statements on U.S. domestic issuer forms containing financial statements prepared in accordance with accounting principles generally accepted in the United States of America, with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. In addition, we became subject to the Nasdaq corporate governance requirements, which are more strenuous than the corporate governance requirements under Israeli law. As a result, our regulatory and compliance costs have been significantly higher beginning in 2023.

Risks Related to the Technology, Intellectual Property and Infrastructure of the SharpLink Israel’s Business

SharpLink Israel’s failure to protect or enforce itsour proprietary and intellectual property rights, including SharpLink Israel’sour unregistered intellectual property, and the costs involved in such protection and enforcement, could harm itsour business, financial condition, results of operations and prospects.

SharpLink Israel reliesWe rely on trademark, trade secret, confidentiality and other intellectual property protection laws to protect itsour rights. Circumstances outside SharpLink Israel’sour control could pose a threat to itsour intellectual property rights. Effective intellectual property protection may not be available in the U.S. or other countries in which SharpLink Israel intendswe intend to operate itsour business. Also, the efforts SharpLink Israel has taken to protect itsour intellectual property rights may not be sufficient or effective, and any significant impairment of itsour intellectual property rights could harm itsour business or ability to compete. For example, it may not always have been possible or commercially desirable to obtain registered protection for SharpLink Israel’sour products, software, databases or other technology and, in such situations, SharpLink Israelwe rely on laws governing protection of unregistered intellectual property rights, confidentiality and/or contractual exclusivity of and to underlying data and technology to prevent unauthorized use by third parties.

As such, if SharpLink Israel iswe are unable to protect itsour proprietary offerings via relevant laws or contractual exclusivity, technology and features, competitors may copy them. Additionally, protecting intellectual property rights is costly and time-consuming. Any unauthorized use of SharpLink Israel’sour intellectual property or disclosure of itsour confidential information or trade secrets could make it more expensive to do business, thereby harming itsour operating results. Furthermore, if SharpLink Israel iswe are unable to protect itsour intellectual property rights or prevent unauthorized use or appropriation by third parties, the value of itsour brand and other intangible assets may be diminished, and competitors may be able to more effectively mimic itsour product offerings and services.services more effectively. Any of these events could seriously harm SharpLink Israel’sour business, financial condition, results of operations and prospects.

SharpLink IsraelWe currently doeshold two patents acquired in our merger with SportsHub; however the majority of our intellectual property has not hold any patents,been patented, nor have we filed for patent protection, which means itsthe majority of our technology, products and services are susceptible to copying. The factFor any technology, products and services that SharpLink Israel doeshave not currently hold any patents also meansbeen patented or had patent applications filed, third parties may claim patent rights over SharpLink Israel’sour technology, products and services and may bring infringement proceedings in respect of the same. Any pending and future trademark or patent applications may not be approved. In any of these cases, SharpLink Israelwe may be required to expend significant time and expense to prevent infringement of or to enforce itsour rights, and SharpLink Israelwe may fail to enforce itsour rights which may have a material adverse effect on itsour business. Notwithstanding SharpLink Israel’sour intellectual property rights, there can be no assurance that others will not offer products or services that are substantially similar to SharpLink Israel’sours and compete with itsour business.

SharpLink Israel may face claims for intellectual property infringement, which could subject it to monetary damages or limit SharpLink Israel in using some of itsour technologies or providing certain solutions.

Although SharpLink Israel has generally adopted measures to avoid potential infringement of third-party intellectual property rights in the course of itsour operations, SharpLink Israelwe may not be successful in ensuring all components of itsour solutions have proper authorization. Additionally, the legal position in all jurisdictions in relation to the ownership and permitted use of sports data and databases is subject to change. This area may receive additional focus in the U.S. after the overturning of federal restrictions on sports betting under PASPA, thus giving individual states the power to legalize sports betting.

SharpLink IsraelWe cannot be certain that itsour current uses of data from publicly available sources (including third-party websites) or otherwise, which are not known to infringe or misappropriate third-party intellectual property today, will not result in claims for infringement or misappropriation of third-party intellectual property in the future. Intellectual property infringement claims or claims of misappropriation against SharpLink Israelus could subject itus to liability for damages and restrict itus from providing solutions or require changes to certain solutions and technologies. Claims of infringement or misappropriation of a competitor’s or other third-party’s intellectual property rights, regardless of merit, could be time consuming and expensive to litigate or settle, divert the attention of our management and materially disrupt the conduct of itsour business, and itwe may not prevail. Any such clams,claims, which could include a claim for injunctive relief and damages, if successful, could have a material adverse effect on itsour business, prospects, financial condition and results of operations.

SharpLink Israel relies on information technology and other systems and platforms, including itsour data center, and Amazon Web Services and certain other third-party platforms. Failures, errors, defects or disruptions therein could diminish SharpLink Israel’s brand and reputation, subject it to liability, disrupt itsour business, affect itsour ability to scale itsour technical infrastructure and have a material adverse effect on itsour operating results and growth prospects. SharpLink Israel’sOur product offerings and other software applications and systems, and certain third-party platforms that SharpLink Israel useswe use could contain undetected errors or errors that SharpLink Israel failswe fail to identify as material.

SharpLink Israel’sOur technology infrastructure, including Amazon Web Services and certain other third-party platforms, is critical to the performance of itsour product and service offerings and its clientour clients’ satisfaction. Consequently, SharpLink Israelwe may be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of itsour direct control. The performance and availability of Amazon Web Services with the necessary speed, data capacity and security for providing reliable access and services can affect the delivery, availability and performance of itsour services. Decisions by the owners and operators of the data centers where itsour cloud infrastructure, Amazon Web Services, is deployed, to terminate itsour contracts, discontinue services to SharpLink Israel,us, shut down operations or facilities, increase prices, change service levels, limit bandwidth or prioritize the traffic of other parties could also affect the delivery, availability and performance of itsour services.

SharpLink Israel devotesWe devote significant resources to network and data security to protect itsour systems and data. However, itsour systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to itsour business. SharpLink IsraelWe cannot assure you that absolute security will be provided by the measures it takeswe take to: prevent or hinder cyber-attacks and protect itsour systems, data and user information; to prevent outages, data or information loss and fraud; and to prevent or detect security breaches. Such measures include a disaster recovery strategy for server and equipment failure, back-office systems and the use of third parties for certain cybersecurity services. SharpLink IsraelWe may experience website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. To date, such disruptions have not had a material impact on SharpLink Israel,us, individually or in the aggregate; however, future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with itsour computer systems and technological infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which could have a material adverse effect on itsour business, financial condition, results of operations and prospects.

Additionally, SharpLink Israel’sour service and product offerings may contain errors, bugs, flaws or corrupted data that it haswe have not detected, and these defects may become apparent only after their launch and could result in a vulnerability that could compromise the security of itsour systems. Additionally, SharpLink Israel haswe have detected certain errors, bugs and flaws in itsour product and service offerings, and have judged them to be immaterial. If SharpLink Israel haswe have misjudged the materiality of such errors, bugs and flaws, SharpLink Israel’sour business could be harmed. If a particular product offering is slower than SharpLink Israel expects,we expect, our clients may be unable to use itsour product and services offerings as desired and may be less likely to continue to use itsour product and services offerings, if at all. Furthermore, programming errors, defects and data corruption could disrupt itsour operations, adversely affect the experience of itsour clients and their customers, harm itsour reputation, cause itsour clients to stop utilizing itsour product and service offerings, divert itsour resources or delay market acceptance of itsour product and service offerings, any of which could result in legal liability to it or harm itsour business, financial condition, results of operations and prospects. Insufficient business continuity management could diminish itsour brand and reputation, subject it to liability, disrupt itsour business and adversely affect itsour operating results and growth prospects, and failure of planned availability and continuity solutions and disaster recovery when activated in response to an incident could result in system interruptions and degradation of service.

As SharpLink Israel continueswe continue to grow and expand itsour business, SharpLink Israelwe will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy itsour needs. Such infrastructure expansion may be complex, and unanticipated delays in completing these projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of SharpLink Israel’sour product and service offerings. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may become evident only after SharpLink Israel haswe have started to fully use the underlying equipment or software, that could further degrade the user experience or increase itsour costs. As such, SharpLink Israelwe could fail to continue to effectively scale and grow itsour technical infrastructure to accommodate increased demands. In addition, a lack of resources (e.g., hardware, software, personnel and service providers) could result in an inability to scale itsour services to meet business needs, system interruptions, degradation of service or operational mistakes. SharpLink Israel’sOur business also may be subject to interruptions, delays or failures resulting from adverse weather conditions, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies (such as the COVID-19 pandemic) or other catastrophic events.

SharpLink Israel believesWe believe that if itsour clients or their customers have a negative experience with respect to itsour product and service offerings, or if SharpLink Israel’sour brand or reputation is negatively affected, clients may be less inclined to continue or resume utilizing itsour product and service offerings or to recommend itsour product and service offerings to other potential clients. As such, a failure or significant interruption in itsour service could harm itsour reputation, itsour business, financial condition, results of operations and prospects.

Despite SharpLink Israel’s security measures, itsour information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disruption of itsour operations and the services it provides to clients, damage to itsour reputation, and a loss of confidence in itsour products and services, each of which could adversely affect itsour business, financial condition, results of operations and prospects.

The secure maintenance and transmission of information is a critical element of SharpLink Israel’sour operations. SharpLink Israel’sOur information technology and other systems that maintain and transmit information, or the systems of third-party service providers and business partners, may be compromised by a malicious third-party penetration of itsour network security, or the network security of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by itsour employees, or the actions or inactions of a third-party service provider or business partner. As a result, SharpLink Israel’sour information may be lost, disclosed, accessed or taken without consent. SharpLink Israel hasWe have experienced attempts to breach itsour systems and other similar incidents in the past. The data industry is a particularly popular target for malware attacks. SharpLink Israel expectsWe expect that itwe will continue to be subject to attempts to gain unauthorized access to or through itsour information systems or those it developswe develop for itsour clients, including phishing attacks by computer programmers and hackers who may develop and deploy viruses, worms or other malicious software programs. To date these attacks have not had a material impact on SharpLink Israel’sour operations or financial results, but itwe cannot provide assurance that it will not have a material impact in the future, including by overloading itsour systems and network and preventing SharpLink Israel’sour product offeringofferings from being accessed by legitimate users through the use of ransomware or other malware.

SharpLink Israel reliesWe rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing. SharpLink Israel’sOur security measures, and those of itsour third-party service providers, may not detect or prevent all attempts to breach itsour systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by itsour websites, networks and systems; or that SharpLink Israelwe or such third parties otherwise maintain, including certain confidential information, which may subject the Companyus to fines or higher transaction fees or limit or terminate itsour access to such confidential information. SharpLink Israel and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against SharpLink Israel us or itsour third-party service providers.

Furthermore, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by SharpLink Israel’sour employees or by third parties. In addition, any party who is able towhich can illicitly obtain a user’s password could access the user’s transaction data or personal information, resulting in the perception that SharpLink Israel’sour systems are insecure. These risks may increase over time as SharpLink Israel increaseswe increase the number of clients and the complexity and number of technical systems and applications SharpLink Israelwhich we and itsour employees use. Breaches of itsour security measures or those of itsour third-party service providers or cybersecurity incidents may result in: unauthorized access to itsour sites, networks and systems; unauthorized access to and misappropriation of information, including personally identifiable information, or the other confidential or proprietary information of SharpLink Israel or third parties; viruses, worms, spyware, ransomware or other malware being served from SharpLink Israel’s sites, networks or systems; deletion or modification of content or the display of unauthorized content on SharpLink Israel’s sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; or litigation, regulatory action and other potential liabilities. In addition, the sports betting and online gaming industries have experienced and may continue to experience social engineering, phishing, malware and similar attacks and threats of denial-of-service attacks. To date, SharpLink Israel haswe have not experienced a security breach material to itsour business; however, such breaches could in the future have a material adverse effect on itsour operations. If any of these breaches of security should occur and be material, SharpLink Israel’sour reputation and brand could be damaged, its businessour businesses may suffer, itwe could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and SharpLink Israelwe could be exposed to a risk of loss, litigation or regulatory action and possible liability. SharpLink IsraelWe cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause SharpLink Israel us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

Any compromise or breach of SharpLink Israel’sour security measures, or those of itsour third-party service providers, could violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in itsour security measures, which could have a material adverse effect on itsour business, financial condition, results of operations and prospects. SharpLink Israel continuesWe continue to devote significant resources to protect against security breaches or itwe may need to in the future to address problems caused by breaches, including notifying affected users and responding to any resulting litigation, which in turn, diverts resources from the growth and expansion of itsour business.

SharpLink Israel uses third-party open source software components and failure to comply with the terms of the underlying open-source software licenses could restrict itsour ability to provide itsour product and service offerings.

SharpLink Israel usesWe use software components licensed to itus by third-party authors under “open source” licenses, which SharpLink Israel referswe refer to as Open Source Software. Use and distribution of Open Source Software may entail greater risks than use of third-party commercial software, as licensors of Open Source Software generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the licensed code. In addition, the public availability of Open Source Software may make it easier for others to compromise SharpLink Israel’sour product and service offerings.

Some licenses for Open Source Software contain requirements that SharpLink Israel makeswe make available source code for modifications or derivative works that SharpLink Israel creates,we create, or grantsgrant other licenses to itsour intellectual property, if SharpLink Israel useswe use such Open Source Software in certain ways. If SharpLink Israel combines itswe combine our proprietary software with Open Source Software in a certain manner, itwe could, under certain licenses for Open Source Software, be required to release the source code of itsour proprietary software to the public. This would allow SharpLink Israel’sour competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of itsour competitive advantages. Alternatively, to avoid the public release of the affected portions of SharpLink Israel’sour source code, itwe could be required to expend substantial time and resources to re-engineer some or all of itsour proprietary software.

Although SharpLink Israelwe periodically reviews itsreview our use of Open Source Software to avoid subjecting itsour product and service offerings to conditions SharpLink Israel doeswe do not intend, the terms of many licenses for Open Source Software have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on SharpLink Israel’s ability to provide or distribute itsour product or service offerings. From time to time, there have been claims challenging the ownership of Open Source Software against companies that incorporate Open Source Software into their solutions. SharpLink IsraelWe could be subject to lawsuitslaws by parties claiming ownership of what it believes to be Open Source Software. Moreover, SharpLink Israelwe cannot assure you that itsour processes for controlling itsour use of Open Source Software in itsour product and service offerings will be effective. If SharpLink Israel is heldwe are found to have breached or failed to fully comply with all the terms and conditions of an Open Source Software license, SharpLink Israelwe could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing itsour product and service offerings on terms that are not economically feasible, to find replacement software, to discontinue or delay the provision of itsour product and service offerings if replacement cannot be accomplished on a timely basis or to make generally available, in source code form, itsour proprietary software, any of which could have a material adverse effect on itsour business, financial condition, results of operations and prospects.

Risks Related toAssociated with SharpLink Israel’s Financial PositionCapital Stock

The market price of our securities may be volatile and Capital Requirementsmay fluctuate in a way that is disproportionate to our operating performance.

Our securities may experience substantial volatility as a result of a number of factors, including, among others:

Many of these factors are beyond our control. The stock markets have historically experienced substantial price and volume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of companies. These broad market and industry factors could reduce the market price of our securities, regardless of our actual operating performance.

Future sales

We do not intend to pay cash dividends. As a result, capital appreciation, if any, will be your sole source of gain.

We intend to retain future earnings, if any, to fund the development and issuancesgrowth of SharpLink US Common Stock or other securities or rights to purchase Common Stock by SharpLink US, including pursuant to its equity incentive plans,our business. In addition, the terms of existing and future issuances or adjustmentsdebt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, from the sale of our Ordinary Shares will be your sole source of gain for the foreseeable future.

We incur significant costs as a result of operating as a public reporting company, and our management is required to devote substantial time to regulatory compliance initiatives.

As a public reporting company, we incur significant legal, accounting and other expenses not otherwise incurred by a private company. In addition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC, have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel continue to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased our legal and financial compliance costs and have made some activities more time consuming and costly.

We currently have outstanding, and we may in connection with warrants previously issued by SharpLink Israel to Alpha Capital Anstalt (“Alpha Capital”), couldthe future issue, instruments which are convertible into shares of Ordinary Shares, which will result in additional dilution to our shareholders.

As of September 2023, we had outstanding instruments which are convertible into 2,732,454 Ordinary Shares, including those relating to a Securities Purchase Agreement (the “SPA”) entered into on February 14, 2023 with Alpha; and we may need to issue similar instruments in the percentage ownershipfuture. In the event that these convertible instruments are converted into shares of SharpLink US shareholdersoutstanding Ordinary Shares, or that we make additional issuances of other convertible or exchangeable securities, you could experience additional dilution. Furthermore, we cannot assure you that we will be able to issue shares or other securities in any offering at a price per share that is equal to or greater than the price per share paid by investors or the then current market price.

FINRA sales practice requirements may limit a stockholder’s ability to buy and could cause its share pricesell our securities.

The Financial Industry Regulatory Authority, Inc. (“FINRA”) has adopted rules that a broker-dealer must have reasonable grounds for believing that an investment recommended to decline.

SharpLink USa customer is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be generally restricted from issuing additional sharessuitable for certain customers. FINRA requirements will likely make it more difficult for broker-dealers to recommend that their customers buy our Ordinary Shares, which may have the effect of Common Stock or preferred shares that are included in SharpLink US’s authorized but unissued share capital, including any securities that are convertible into or exchangeable for, or that representreducing the right to receive, such shares. The market pricelevel of SharpLink US’s Common Stock could decline as a result of sales of shares or securities that are convertible into or exchangeable for, or that represent the right to receive, shares of its capital stock or the perception that such sales could occur.

SharpLink US expects that additional capital will be neededtrading activity in the futureshares, resulting in fewer broker-dealers being willing to continue its planned operations and growth andmake a market in our shares, potentially reducing a stockholder’s ability to fund the costs associated with operating as a public company. To the extent SharpLink US raises additional capital by issuing equity or convertible securities, SharpLink US’s existing shareholders may experience substantial dilution. SharpLink US may sell Common Stock, convertible securities or other equity securities in one or more transactions at prices and in a manner determined from time to time by its Board of Directors. If SharpLink US sells Common Stock, convertible securities or other equity securities, investors may be materially diluted. Such sales may also result in material dilution to its existing shareholders, and new investors could gain rights superior to its existing shareholders.resell our securities.

Future sales and issuances of SharpLink US Common Stock or other securities or rights to purchase Common Stock by SharpLink US, including pursuant to its equity incentive plans, and future issuances or adjustments in connection with warrants previously issued by SharpLink Israel to Alpha Capital Anstalt (“Alpha Capital”) could result in additional dilution of the percentage ownership of SharpLink US shareholders and could cause its share price to decline.

SharpLink US will not be generally restricted from issuing additional shares of Common Stock or preferred shares that are included in SharpLink US’s authorized but unissued share capital, including any securities that are convertible into or exchangeable for, or that represent the right to receive, such shares. The market price of SharpLink US’s Common Stock could decline as a result of sales of shares or securities that are convertible into or exchangeable for, or that represent the right to receive, shares of its capital stock or the perception that such sales could occur.

SharpLink US expects that additional capital will be needed in the future to continue its planned operations and growth and to fund the costs associated with operating as a public company. To the extent SharpLink US raises additional capital by issuing equity or convertible securities, SharpLink US’s existing shareholders may experience substantial dilution. SharpLink US may sell Common Stock, convertible securities or other equity securities in one or more transactions at prices and in a manner determined from time to time by its Board of Directors. If SharpLink US sells Common Stock, convertible securities or other equity securities, investors may be materially diluted. Such sales may also result in material dilution to its existing shareholders, and new investors could gain rights superior to its existing shareholders.

In addition, SharpLink US may grant or provide for the grant of rights to purchase shares of SharpLink US’s Common Stock pursuant to the company’s 2022 Equity Incentive Plan if it is approved. Grants of awards under the 2022 Equity Incentive Plan may result in additional dilution, which could cause its share price to decline.

Moreover, SharpLink Israel previously issued to Alpha Capital warrants to purchase ordinary shares, which warrants will convert into warrants to acquire shares of Common Stock of SharpLink US if the Domestication Merger is completed. The warrants will provide for a fixed purchase price per share of Common Stock, which may allow Alpha Capital to purchase shares of Common Stock at less than the market price for shares of SharpLink US’s shares of Common Stock, which would cause dilution to SharpLink US shareholders.

If securities or industry analysts do not publish research or publish unfavorable researchreports about SharpLink US’sour business, its shareif they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, the price of our securities and trading volume could be adversely affected.decline.

The trading market for SharpLink US’sour securities will depend in part onbe influenced by the research and reports that securitiesindustry or industrysecurities analysts publish about SharpLink US. SharpLink US may never obtain sufficient research coverage by securities and industryus or our business. We do not have any control over these analysts. If no sufficient securitiesone or industrymore of these analysts commencecease coverage of SharpLink US,our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading price for SharpLink US’s shares could be negatively impacted. If SharpLink US obtains sufficient securities or industry analyst coverage andvolume to decline. Moreover, if one or more of the analysts who cover SharpLink US downgrades its sharesus downgrade our stock, or publishes inaccurate or unfavorable research about SharpLink US’s business, its shareif our results of operations do not meet their expectations, the price would likelyof our securities could decline. If one or more of these analysts ceases coverage of SharpLink US or fails to publish reports regularly, demand for its shares could decrease, which could cause its share price and trading volume to decline.