United States securities and exchange commission logo





                              August 1, 2022

       Rob Phythian
       Chief Executive Officer
       SharpLink Gaming Ltd.
       333 Washington Ave. N, Suite 104
       Minneapolis, MN 55401

                                                        Re: SharpLink Gaming
Ltd.
                                                            Registration
Statement on Form F-3
                                                            Filed July 22, 2022
                                                            File No. 333-266292

       Dear Mr. Phythian:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form F-3 filed July 22, 2022

       Principal Shareholders, page 26

   1.                                                   Please disclose the
natural person or persons who exercise the voting and/or dispositive
                                                        powers, or have the
right to receive the economic benefit, with respect to the securities
                                                        owned by entities,
including SportsHub Games Network, Inc., Alpha Capital Anstalt
                                                        and 6t4 Company.
       General

   2.                                                   We note that you have
operations in Hong Kong, including a wholly-owned subsidiary
                                                        and an an employee
based in Hong Kong. In light of these operations, please provide an
                                                        overview of your
operations in or other connections to China or Hong Kong. Specifically,
                                                        tell us:
 Rob Phythian
SharpLink Gaming Ltd.
August 1, 2022
Page 2

             whether you generate any revenue from customers in China or Hong
Kong, and if so,
           please quantify the percentage of revenue generated from these
customers;
             whether you have any relationships with variable interest entities
that are organized
           in China or Hong Kong;
             whether cash held by any Hong Kong or China subsidiary is subject
to any
           restrictions on foreign exchange, or whether there are any
restrictions on your ability
           to transfer cash between entities, across borders, and to U.S.
investors.;
             whether any of your officers or directors are based in China or
Hong Kong; and
             the percentage of your assets that are located in China or Hong
Kong, and provide a
           description of these assets.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in
his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.



                                                            Sincerely,
FirstName LastNameRob Phythian
                                                            Division of
Corporation Finance
Comapany NameSharpLink Gaming Ltd.
                                                            Office of
Technology
August 1, 2022 Page 2
cc:       Andrew M. Nick
FirstName LastName