1、2025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm1/65S-1/A 1 forms-1a.htm S-1/A As filed with the Securities and Exchange Commission on May 19,2025 Registration No.333-286964 UNITED STATESS

2、ECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 AMENDMENT NO.2TOFORM S-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 SHARPLINK GAMING,INC.(Exact name of registrant as specified in our charter)Delaware 7999 87-4752260(State or other jurisdiction ofIncorporation or organization)(Primar

3、y Standard IndustrialClassification Code Number)(I.R.S.EmployerI.D.N.)SharpLink Gaming,Inc.333 Washington Avenue North,Suite 104Minneapolis,Minnesota(612)293-0619(Address,including zip code and telephone number,including area code,of registrants principle executive offices)Rob PhythianChief Executiv

4、e Officer333 Washington Avenue North,Suite 104Minneapolis,Minnesota(612)293-0619(Name,address,including zip code and telephone number,including area code,of agent for service)Copies to:Faith L.Charles,Esq.Ron Ben-Bassat,Esq.Thompson Hine LLP Eric Victorson,Esq.300 Madison Avenue,27th Floor Sullivan&

5、Worcester LLPNew York,New York 10017 1251 Avenue of the AmericasPhone:(212)908-3905 New York,New York 10020 Approximate date of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.If any of the securities being registered on this Form are to be

6、offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,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 thefollowing box and list the Securities Act registratio

7、n statement number of the earlier effective registration statement for the sameoffering.If this form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registrat

8、ion statement for the same offering.2025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm2/65If this form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,che

9、ck the following box and listthe 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,or a smallerreporting company.Se

10、e the definitions of“large accelerated filer,”“accelerated filer”and“smaller reporting company”in Rule12b-2 of the Exchange Act.(Check one):Large Accelerated FilerAccelerated FilerNon-accelerated FilerSmaller reporting company Emerging growth company If an emerging growth company,indicate by check m

11、ark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necess

12、ary to delay its effectivedate until the Registrant will file a further amendment which specifically states that this Registration Statement willthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theRegistration Statement will become effectiv

13、e on such date as the Securities and Exchange Commission,acting pursuant tosaid Section 8(a),may determine.2025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm3/65 The information in this pros

14、pectus is not complete and may be changed.We may not sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sellthese securities or jurisdiction where the offer or sale is not permitted,and we are not so

15、liciting offers to buy these securitiesin any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONDATED MAY 19,2025 Up to 1,520,270 Shares of Common StockUp to 1,520,270 Pre-Funded Warrants to PurchaseUp to 1,520,270 Shares of Common StockUp to 1,520,270 Shares

16、of Common Stock Underlying Pre-Funded Warrants SHARPLINK GAMING,INC.This is a reasonable best efforts public offering of up to 1,520,270 shares of common stock(the“Common Stock”),par value$0.0001 share,or pre-funded warrants to purchase 1,520,270 shares of Common Stock(the“Pre-Funded Warrants”)in li

17、eu thereof,at an assumed public offering price of$2.96 per share(the last sale price of our Common Stock as reported by The Nasdaq CapitalMarket(“Nasdaq”)on May 16,2025).We are also offering to those purchasers,if any,whose purchase of Common Stock in this offering would otherwise result in anysuch

18、purchaser,together with its affiliates,beneficially owning more than 4.99%(or,at the election of such purchaser,9.99%)ofour outstanding Common Stock immediately following the consummation of this offering,the opportunity to purchase Pre-FundedWarrants in lieu of Common Stock that would otherwise res

19、ult in such purchasers beneficial ownership exceeding 4.99%(or,atthe election of such purchaser,9.99%)of our outstanding shares of Common Stock.The purchase price for each Pre-FundedWarrant will equal the per share public offering price for the Common Stock in this offering less the$0.0001 per share

20、 exerciseprice of each such Pre-Funded Warrant.Each Pre-Funded Warrant will be exercisable upon issuance or otherwise in accordancewith the terms of the Pre-Funded Warrant.For each Pre-Funded Warrant we sell,the number of shares of Common Stock we areoffering will be decreased on a one-for-one basis

21、.These securities are being sold in this offering to certain purchasers under a securities purchase agreement dated ,2025 betweenus and such purchasers.Pursuant to this prospectus,we are also offering shares of Common Stock issuable upon the exercise ofPre-Funded Warrants.2025/5/20 10:55sec.gov/Arch

22、ives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm4/65 The shares issuable upon exercise of the Pre-Funded Warrants will be issued upon the exercise thereof.Because there is nominimum number of securities or minimum a

23、ggregate amount of proceeds for this offering to close,we may sell fewer than all ofthe securities offered hereby,and purchasers in this offering will not receive a refund in the event that we do not sell an amount ofsecurities sufficient to pursue the business goals outlined in this prospectus.Beca

24、use there is no escrow account and there is nominimum offering amount,purchasers could be in a position where they have invested in our Company,but we are unable to fulfillour objectives,outlined in this prospectus,due to a lack of interest in this offering.Also,any proceeds from the sale of securit

25、iesoffered by us will be available for our immediate use,despite uncertainty about whether we would be able to use such funds toeffectively implement our business plan.The offering of the Common Stock and the Pre-Funded Warrants will terminate no later than May 30,2025;however,the shares ofCommon St

26、ock underlying the Pre-Funded Warrants will be offered on a continuous basis pursuant to Rule 415 under theSecurities Act of 1933,as amended(the“Securities Act”).Our Common Stock trades on Nasdaq under the symbol“SBET.”On May 16,2025,the last reported sale price of our CommonStock on Nasdaq was$2.96

27、 per share.The final public offering price of the shares of our Common Stock or Pre-Funded Warrantswill be determined between us and the purchasers based on market conditions at the time of pricing and may be at a discount to thecurrent market price of our Common Stock.Therefore,the recent market pr

28、ice and resulting assumed public offering price usedthroughout this prospectus may differ substantially from the actual offering price.The Pre-Funded Warrants are not listed on anational securities exchange.We do not intend to apply to list the Pre-Funded Warrants on any national securities exchange

29、.Without an active trading market,the liquidity of the Pre-Funded Warrants may be limited.We expect this offering to be completed within one business day after we enter into a securities purchase agreement related to thisoffering.The offering will settle delivery versus payment,or DVP,receipt versus

30、 payment,or RVP,(on the closing date we willissue the Common Stock directly to the account(s)at the placement agent identified by each purchaser;upon receipt of such shares,the placement agent shall promptly electronically deliver such shares to the applicable purchaser,and payment therefor shall be

31、made by the placement agent(or its clearing firm)by wire transfer to us).On May 5,2025,a reverse stock split of our outstanding shares of common stock took effect at a ratio of one-for-twelve(the“Reverse Stock Split”),which was approved by our board of directors(the“Board”)and majority stockholders,

32、and consummatedpursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on May 2,2025.The Reverse Stock Split didnot affect the total number of shares of capital stock,including our Common Stock,that we are authorized to issue,which remainas set forth pursuant to the Amen

33、ded and Restated Certificate of Incorporation.Unless the context expressly dictates otherwise,allreferences to share and per share amounts referred to in this prospectus give effect to the Reverse Stock Split.INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK.YOU SHOULD CAREFULLY READ ANDCON

34、SIDER THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING“RISK FACTORS”BEGINNING ON PAGE 17 OF THIS PROSPECTUS AND UNDER SIMILAR HEADINGS IN ANY AMENDMENTS ORSUPPLEMENTS TO THIS PROSPECTUS,INCLUDING OUR MOST RECENT ANNUAL REPORT ON FORM 10-KAND ANY SIMILAR SECTION CONTAINED IN ANY DOCUMENTS THAT

35、 ARE INCORPORATED BY REFERENCEINTO THIS PROSPECTUS.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OFTHIS PROSPECTUS.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.2025

36、/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm5/65 We have engaged A.G.P./Alliance Global Partners as our exclusive placement agent(“A.G.P.”or the“Placement Agent”)to use itsreasonable best

37、efforts to solicit offers to purchase our securities in this offering.The Placement Agent has no obligation topurchase any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of thesecurities.Because there is no minimum offering amount required as

38、 a condition to closing in this offering the actual publicoffering amount,Placement Agents fee,and proceeds to us,if any,are not presently determinable and may be substantially lessthan the total maximum offering amounts set forth above and throughout this prospectus.We have agreed to pay the Placem

39、entAgent the Placement Agent fees set forth in the table below and to provide certain other compensation to the Placement Agent.See“Plan of Distribution”beginning on page 37 of this prospectus for more information regarding these arrangements.Per Share Per Pre-FundedWarrant Total Public offering pri

40、ce$Placement Agent fees(1)$Proceeds to us,before expenses(2)$(1)We have agreed to pay the Placement Agent a cash placement commission equal to 7.0%of the aggregate proceeds from thisoffering.We have also agreed to reimburse the Placement Agent for certain expenses incurred in connection with this of

41、fering.See“Plan of Distribution”beginning on page 37 for additional information regarding the compensation to be paid to the PlacementAgent.(2)The above summary of offering proceeds does not give effect to any proceeds from the exercise of the Pre-Funded Warrantsbeing issued in this offering.Deliver

42、y of the shares of Common Stock and Pre-Funded Warrants is expected to be made on or about ,2025,subject tocustomary closing conditions.Sole Placement Agent A.G.P.The date of this prospectus is ,2025.2025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov

43、/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm6/65 TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATIONiiiPROSPECTUS SUMMARY4THE OFFERING16RISK FACTORS17USE OF PROCEEDS22MARKET FOR COMMON STOCK AND DIVIDEND POLICY23CAPITALIZATION24DILUTION25DES

44、CRIPTION OF SECURITIES26DESCRIPTION OF COMMON STOCK27DESCRIPTION OF PREFERRED STOCK28DESCRIPTION OF WARRANTS30DESCRIPTION OF SECURITIES WE ARE OFFERING35SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT36PLAN OF DISTRIBUTION37LEGAL MATTERS40EXPERTS40TRANSFER AGENT40LEGAL PROCEEDINGS40WH

45、ERE YOU CAN FIND ADDITIONAL INFORMATION40INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE41 i2025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm7/65 ABOUT THIS PROSPECTUS This prospectus is pa

46、rt of a registration statement on Form S-1 that we filed with the U.S.Securities and ExchangeCommission(“SEC”)to register the offering and sale of securities offered hereby under the Securities Act.We may also file aprospectus supplement or post-effective amendment to the registration statement of w

47、hich this prospectus forms a part that maycontain material information relating to this offering.The prospectus supplement or post-effective amendment may also add,update or change information contained in this prospectus with respect to that offering.If there is any inconsistency between theinforma

48、tion in this prospectus and the applicable prospectus supplement or post-effective amendment,you should rely on theprospectus supplement or post-effective amendment,as applicable.Before purchasing any securities,you should carefully read thisprospectus,any post-effective amendment,and any applicable

49、 prospectus supplement,together with the additional informationincorporated by reference into this prospectus and described under the heading“Where You Can Find More Information.”You mayobtain the information incorporated by reference without charge by following the instructions under“Where You Can

50、Find MoreInformation.”You should carefully read this prospectus as well as additional information described under“InformationIncorporated by Reference,”before deciding to invest in our securities.You should rely only on the information contained in this prospectus,and incorporated by reference in th

51、isprospectus.We have not,and the Placement Agent has not,authorized anyone to provide you with any information otherthan that contained in this prospectus or incorporated by reference in this prospectus.We take no responsibility for and canprovide no assurance as to the reliability of,any other info

52、rmation that others may give you.This prospectus may only beused where it is legal to offer and sell our securities.The information in this prospectus is accurate only as of the date of thisprospectus,regardless of the time of delivery of this prospectus or any sale of our securities.Our business,fi

53、nancialcondition,results of operations and prospects may have changed since that date.We are not,and the Placement Agent isnot,making an offer of these securities in any jurisdiction where the offer is not permitted.For investors outside the United States:we have not,and the Placement Agent has not,

54、done anything that would permitthis offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required,other thanin the United States.Persons outside the United States must inform themselves about,and observe any restrictions relating to,theofferi

55、ng of securities and the distribution of this prospectus outside the United States.For purposes of this prospectus,unless the context indicates otherwise,references to“SBET,”“SharpLink Gaming,”“SharpLink,”“SharpLink US,”“our Company,”“the Company,”“we,”“our,”“ours”and“us”refer to SharpLink Gaming,In

56、c.,aDelaware corporation,and its wholly owned subsidiaries.References to“SharpLink Israel”refer to SharpLink Gaming,Ltd.,anIsrael limited liability company,with which SharpLink US completed a domestication merger in February 2024.We urge you to read carefully this prospectus,as supplemented and amen

57、ded,before deciding whether to invest in any ofthe securities being offered.ii2025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm8/65 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION Thi

58、s prospectus,any prospectus supplement and any free writing prospectus,if applicable,including the documents weincorporate by reference herein and therein,contain forward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995 and involve substantial risks and un

59、certainties.All statements other than statements of historical factare forward-looking statements.Forward-looking statements include statements regarding our plans,strategies,objectives,expectations and intentions,which are subject to change at any time at our discretion.Forward-looking statements i

60、nclude ourassessment,from time to time of our competitive position,the industry environment,potential growth opportunities,the effects ofregulation and events outside of our control,such as natural disasters,wars or health epidemics.Forward-looking statementsinclude all statements that are not histo

61、rical facts and can be identified by terms such as“anticipates,”“believes,”“could,”“estimates,”“expects,”“hopes,”“intends,”“may,”“plans,”“potential,”“predicts,”“projects,”“should,”“will,”“would”or similarexpressions.Forward-looking statements are merely predictions and therefore inherently subject t

62、o uncertainties and other factorswhich could cause the actual results to differ materially from the forward-looking statement.These uncertainties and other factorsinclude,among other things:our ability to remain a market innovator,to create new market opportunities,and/or to expand into new markets;

63、the potential need for changes in our long-term strategy in response to future developments;unexpected technical and market difficulties inherent in major research and product development efforts;our ability to attract and retain skilled employees;our ability to raise sufficient capital to support o

64、ur operations and fund our growth initiatives;unexpected changes in significant operating expenses;changes in the supply,demand and/or prices for our products and services;increased competition,including from companies which may have substantially greater resources than we have;the impact of potenti

65、al security and cyber threats or the risk of unauthorized access to our,our customers and/or ourbusiness partners information and systems;changes in the regulatory environment and the consequences to our financial position,business and reputation that couldresult from failing to comply with such reg

66、ulatory requirements;our ability to continue to successfully integrate acquired companies into our operations;varying attitudes towards sports and online casino games and poker(“iGaming”)data providers,betting and use ofcryptocurrencies in online gaming by foreign governments;our ability to respond

67、and adapt to unexpected legal,regulatory and government budgetary changes,and other businessrestrictions affecting our ability to market our products and services;failure to develop or integrate new technology into current products and services;unfavorable results in legal proceedings to which we ma

68、y be subject;failure to establish and maintain effective internal control over financial reporting;and general economic and business conditions in the United States and elsewhere in the world,including the impact ofinflation.iii2025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/fo

69、rms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm9/65 PROSPECTUS SUMMARY The following summary highlights selected information contained elsewhere in this prospectus and is qualified inits entirety by the more detailed information and financial statements inclu

70、ded elsewhere in this prospectus.It does notcontain all the information that may be important to you and your investment decision.You should carefully read thisentire prospectus,including the matters set forth under“Risk Factors”and the financial statements and related notes andother information tha

71、t we incorporate by reference herein,including our Annual Report on Form 10-K,our QuarterlyReports on Form 10-Q and in our other reports filed from time to time with the SEC.Overview Headquartered in Minneapolis,Minnesota,SharpLink Gaming is an online performance-based marketing company thatleverage

72、s our unique fan activation solutions to generate and deliver high quality leads to our U.S.sportsbook and global casinogaming partners.In early 2025 following a near year-long due diligence process,we began implementing an expansion strategyfocused on identifying and pursuing complementary growth o

73、pportunities within the global crypto gaming market a fastemerging segment of the iGaming industry being fueled by the integration of blockchain technologies and gaming experiences;and,in turn,giving rise to new online gaming economies in the process.By leveraging blockchain technologies,SharpLink a

74、ims to tap into the rapidly evolving landscape of online gamingeconomies,capitalizing on the increasing integration of cryptocurrencies within the iGaming sector.For example,by developingpartnerships with crypto-focused gaming platforms,SharpLink can enhance its lead generation capabilities while of

75、feringinnovative marketing solutions that cater to a tech-savvy audience.This strategic move is expected to not only diversifySharpLinks service offerings but also position the Company as a key player in the intersection of gaming and blockchaintechnology,ultimately driving sustainable growth and en

76、hancing value for our business partners and stockholders.Affiliate Marketing Services On December 31,2021,in a cash and stock transaction,SharpLink acquired certain assets of FourCubed,includingFourCubeds online casino gaming-focused affiliate marketing network,known as PAS.net(“PAS”).For more than

77、17 years,PAShas focused on delivering quality traffic and player acquisitions,retention and conversions to regulated and global casino gamingoperator partners worldwide.In fact,PAS won industry recognition as the European online gambling industrys Top AffiliateManager,Top Affiliate Website and Top A

78、ffiliate Program for four consecutive years by both .The strategic acquisition of FourCubed brought SharpLink talent with proven experience in affiliatemarketing services and recurring net gaming revenue(“NGR”)contracts with many of the worlds leading online casino gamblingcompanies,including Party

79、Poker,bwin,UNIBET,GG Poker,888 poker,betfair,WPT Global and others.As part of our strategy to expand our affiliate marketing services to the emerging American sports betting market,inNovember 2022,we began a systematic roll-out of our U.S.-focused performance-based marketing business with the launch

80、 of 15state-specific,content-rich affiliate marketing websites.Our user-friendly,state-specific domains are designed to attract,acquireand drive local sports betting and casino traffic directly to our sportsbook and casino partners which are licensed to operate in eachrespective state.As of March 15

81、,2025,we are licensed to operate in 18 jurisdictions and own and operate sites serving 17 U.S.states(Arizona,Colorado,Iowa,Illinois,Indiana,Kansas,Louisiana,Maryland,Michigan,New Jersey,New York,Ohio,Pennsylvania,Tennessee,Virginia,West Virginia and Wyoming).As more states legalize sports betting,ou

82、r portfolio of state-specific affiliate marketing properties may expand to include them.We largely utilize search engine optimization and programmaticadvertising campaigns to drive traffic to our direct-to-player(“D2P”)sites.In the first quarter of 2023,we unveiled SharpB,a U.S.sports betting educat

83、ion hub for experienced and novicesports fans.SharpB is a robust educational website dedicated to teaching new sports betting enthusiasts the fundamentalsof,and winning strategies for,navigating the legal sports betting landscape responsibly.42025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164

84、117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm10/65 Expansion Into Crypto Gaming Beginning in early 2024 following the redomestication of our Company from Israel to Delaware,SharpLinksmanagement team and SharpLinks Board of Directors(the“Board

85、 of Directors”)launched an effort to identify the best growthopportunities that would allow us to strategically leverage our existing performance-based marketing platform and industryrelationships to achieve deeper and more lucrative penetration into the digital gaming and sports betting markets.Thr

86、oughout thisprocess,we carefully evaluated more than two dozen compelling opportunities and determined that the combination of marketexpansion,cost efficiency,security and player demand make crypto gaming one of the most promising growth opportunities in theiGaming industry today.Consequently,on Feb

87、ruary 24,2025,we announced that we acquired a 10%equity stake in U.K.-basedArmchair Enterprises Limited(“Armchair”),which owns and operates CryptoC.The acquisition was made for$500,000in cash,along with a right of first refusal to acquire a controlling interest in Armchair.Launched in October 2024,C

88、ryptoC is an innovative online gaming platform that partners with some of theworlds leading gaming studios.It utilizes blockchain technology to provide users with a secure,transparent and engaging next-generation gaming experience.The platform plans to offer over 5,500 online slots and table games,a

89、 live dealer casino,a premiumsportsbook,an eSports betting hub and a racebook,among other features.CryptoC accepts a wide range ofcryptocurrencies,including Bitcoin,Ethereum,Litecoin and more,catering to various user preferences globally while ensuringenhanced security,transparency and anonymity for

90、 players.CryptoC offers both traditional registration and Web3connectivity.By connecting instantly with wallets like MetaMask and Trust Wallet,players can easily deposit and withdraw fundswithin seconds.In addition,CryptoC serves over one billion unique Telegram users by providing a Telegram Casinoi

91、ntegration,which allows anyone to join and start playing with just one click.Among the key factors that informed our decision to pursue growth opportunities in crypto gaming were:The crypto gaming industry is rapidly growing,with more players opting for blockchain-based casinos due to theirtranspare

92、ncy,security and quick transactions.We believe that the investment made in Armchair will help to positionSharpLink as an early mover,ready to benefit from the expected industry expansion;Cryptocurrency transactions usually have lower fees and faster processing times compared to traditional paymentme

93、thods,which benefits both the Company and our users;and As more players and operators move towards decentralized gambling,early pioneers,like SharpLink,may have anadvantage to secure a competitive edge over traditional operators.During the fiscal years ended December 31,2024 and 2023,our continuing

94、operations generated revenues from our affiliatemarketing services of$3,662,349 and$4,952,725,respectively,representing a decrease of 26.1%on a comparative year-over-yearbasis.For the three months ended March 31,2025 and 2024,our continuing operations generated revenues from our affiliatemarketing s

95、ervices which declined 24.0%to$741,731 from$975,946,respectively.Discontinued Operations SharpLinks business-building platform previously included the provision of Free-To-Play(“F2P”)sports game andmobile app development services to a marquis list of customers,which included several of the biggest n

96、ames in sports and sportsbetting,including Turner Sports,NBA,NFL,PGA TOUR,NASCAR and BetMGM,among others.In addition,we also formerlyowned and operated a variety of proprietary real-money fantasy sports and sports simulation games and mobile apps through ourSportsHub/fantasy sports business unit,whi

97、ch also owned and operated LeagueSafe,one of the fantasy sports industrys mosttrusted sources for collecting and protecting private fantasy league dues.On January 18,2024,SharpLink sold all of the membership interests in our Sports Gaming Client Services and SportsHubGaming Network business units to

98、 RSports Interactive,Inc.(“RSports”)for$22.5 million in an all-cash transaction(the“Sale ofBusiness”),pursuant to the signing of a Purchase Agreement(the“PA”)and other related agreements.Nearly all of the employeesof these acquired business units also moved to RSports to help ensure a seamless trans

99、action.52025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm11/65 In December 2023,the Company discontinued investments into and operation of its C4 sports betting conversiontechnology(“C4”)du

100、e to the lack of market acceptance.C4 centered on cost effectively monetizing our own proprietary audiencesand our customers audiences of U.S.fantasy sports and casual sports fans and casino gaming enthusiasts by converting them intoloyal online sports and iGaming bettors.Sale of Legacy MTS Business

101、 On December 31,2022,SharpLink Israel closed on the sale of its legacy MTS business(“Legacy MTS”)to Israel-basedEntrypoint South Ltd.,a subsidiary of Entrypoint Systems 2004 Ltd.In consideration of Entrypoint South Ltd.acquiring all rights,title,interests and benefits to Legacy MTS,including 100%of

102、the shares of MTS Integratrak Inc.,one of the Companys U.S.subsidiaries,Entrypoint South Ltd.will pay SharpLink an earn-out payment(an“Earn-Out Payment”)equal to three times LegacyMTS Earnings Before Interest,Taxes Depreciation and Amortization(“EBITDA”)for the year ending December 31,2023,up to ama

103、ximum earn-out payment of$1 million(adjusted to reflect net working capital as of the closing date).Within ten(10)calendardays of the approval by the board of directors of the Buyer of the audited annual financial statements of the business as atDecember 31,2023,and for the 12-month period ending on

104、 such date(as applicable,the“Earn-Out Schedule Delivery Date”),which shall occur no later than May 31,2024,Buyer shall deliver to the Seller a schedule certified by its Chief Executive Officerand Chief Financial Officer(an“Earn-Out Schedule”)setting forth the computation of the Earn-Out Payment(as a

105、pplicable),ifany,together with the calculation thereof in an agreed Excel table format(including,but not limiting to all relevant details of theEBITDA calculations for the year 2023).In July 2024,SharpLink received an earnout payment of$297,387,thus completing thesale of its legacy MTS business.Mark

106、et Opportunity Affiliate Marketing Search for odds or lines on any given match-up,and the vast majority of search results will spring from affiliate marketingsites.Affiliates play a critical role in the online sports betting and casino gaming ecosystems,especially in newly regulated states inthe Uni

107、ted States.The affiliate market has a long history of operating in tandem with sports betting,reaching back to much-more-maturemarkets like the United Kingdom and countries throughout Europe or even beyond locally regulated online betting and into theearly annals of U.S.sports betting upon the 2018

108、repeal of the Professional and Amateur Sports Protection Act(“PASPA”).However,today,the value of a modern affiliate marketer far surpasses the number of first-time depositors they generate in a month.Rather,they also provide expert feedback,educate new players on betting responsibly and offer a low-

109、risk marketing alternative totraditional advertising,as they are paid on performance.Virtually every online gambling operator in the Unites States and in Europe utilizes affiliate marketing to get their brandin front of the most valuable customers the high intent customers who are well-aware,well-in

110、formed and already interestedplayers that generate more revenue.In fact,many of the end-users that browse an affiliate marketing website have already decidedthat they are going to open an account with a sportsbook or online poker room and wager online;however,they have not yetdecided where they want

111、 to do that.Due to technical tools and features like Artificial Intelligence,machine learning,digital marketing,analytics and theextended usage of cookies,the landscape of iGaming affiliate marketing has not just grown,it has transformed into a colossalglobal powerhouse,reshaping how millions engage

112、 with online gambling and online sports betting.In fact,according to GrandView Research industry analysts,the global iGaming market is projected to balloon to more than$153 billion by 2030,representing a compound annual growth rate of 11.9%from 2025 to 2030.Crypto Gaming The global crypto gaming mar

113、ket is expected to grow significantly,fueled by the increasing adoption of blockchaintechnology and the rising demand for decentralized gaming platforms.A report by Fortune Business Insights predicts that theonline gambling market will reach$158.20 billion by 2028,with blockchain-based gaming experi

114、encing a compound annualgrowth rate(CAGR)of 11.4%from 2021 to 2028.Particularly,crypto casinos are gaining popularity due to their enhanced security,privacy and transparency features.(Source:Fortune Business Insights,“Online Gambling Software Market Size,Share&COVID-19 Impact Analysis,By Type(Sports

115、 Betting,Casinos,Poker,Lottery,Bingo,and Others),By Devices(Desktop,Mobile,andOthers),and Regional Forecast,2021-2028”,2021)62025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm12/65 Market re

116、search firm Global Industry Analysts Inc.(“GIA”)is even more bullish on crypto gaming,forecasting that theglobal market for blockchain gaming was estimated at$8.5 billion in 2023 and projected to reach$314.3 billion by 2030,growingat a CAGR of 67.6%from 2023 to 2030.Like Fortune Business Insights,GI

117、A believes that crypto gaming is emerging as adisruptive force within the broader gaming industry,offering players unprecedented control over in-game assets and transformingthe traditional gaming experience into one that is decentralized and player-centric.(Source:Global Industry Analysts,Inc.,“Bloc

118、kchain Gaming Global Strategic Business Report,May 2025)Industry insiders are also forecasting that cryptocurrency integration in iGaming affiliate marketing will becomeincreasingly prominent in 2025 and help to shape the future of affiliate marketing.While still in its infancy,the fusion of these t

119、woinnovative industries is expected to revolutionize the way players engage with online casinos and how affiliates promote qualifiedtraffic to them.Investments in Crypto Gaming Gaining Momentum Estimates indicate that tens of billions of dollars have been flowing into the intersection of cryptocurre

120、ncy and gamingover the past five years.Some notable investors include private equity firm Andreessen Horowitz(“AH”),which announced in2021 its$2.2 billion fund focused on crypto and blockchain technologies,with a portion allocated to gaming and virtualexperiences.In 2022 AH announced it raised more

121、than$4.5 billion for investments across various blockchain initiatives,with asignificant amount directed towards gaming companies that include crypto gaming platforms.In April 2024,Pantera Capitalannounced that it was looking to raise an additional$1 billion for a new fund that offers investors expo

122、sure to a full spectrum ofblockchain-based assets,including crypto casinos.It was also recently reported that venture capital firm Paradigm is currentlynegotiating a raise of up to$850 million for a new cryptocurrency fund.Recently,BlackRock,the largest asset management firm globally with over$10 tr

123、illion in assets under management,hasshown a growing interest in digital assets.With its ventures spanning BlackRock cryptocurrency funds,BlackRock Bitcoin ETFand BlackRock blockchain technology,the firm has seemingly embraced cryptocurrency as an integral part of its diversifiedportfolio.For many,B

124、lackRocks foray into the world of cryptocurrencies signals a turning point for institutional investor adoption.Competition A number of businesses exist in the market which is providing performance marketing solutions to the sports betting andcasino gaming industries.These businesses generally fall i

125、nto three categories:small companies with some similar products butwith minimal distribution;companies that acknowledge official rights but lack meaningful scale;and genuine competitors that offersimilar products and services to the same target clients.SharpLink considers its most direct and relevan

126、t competitors in this spaceto be G,Catena Media and Better Collective.The specific industries in which we operate are characterized by dynamic customer demand and technological advances,and there is significant competition among sports betting and casino gaming affiliate marketers.A number of establ

127、ished,well-financed companies producing online gaming and/or sports betting fan activation solutions compete with our service offerings,andother well-capitalized companies may introduce competitive services.There has also been consolidation among competitors in thesports betting and casino gaming in

128、dustries and such consolidation and future consolidation could result in the formation of largercompetitors with increased financial resources and altered cost structures,which may enable them to offer more competitiveproducts and services,gain a larger market share,expand their product and service

129、offerings and broaden their geographic scope ofoperations.When considering the Companys longer term expansion plans into crypto gaming,an industry which is still in its nascentphase,we believe that our largest competitors in the crypto gaming space include Medium Rare,N.V.,the owner and operator ofS

130、take,an Australian-Curacaoan online casino that has grown to become the 7th largest gambling company in the world since itsfounding in 2017;Costa Rica-based Star Brights Media S.R.L.,which owns and operates BetPanda.io,a leading crypto casino andsportsbook serving offshore gamers;and Igloo Ventures

131、SRL,which owns Lucky Block Crypto Casino,a popular crypto casinoand sportsbook licensed by the Curacao eGaming Authority.72025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm13/65 Before crypt

132、o gambling,online casinos faced several challenges,including privacy concerns from players and gamblingtransactions being flagged by banks.Bitcoins decentralized nature enabled users to gamble anonymously,as transactions recordedon the blockchain only revealed wallet addresses.This privacy,combined

133、with lower transaction fees,quickly made Bitcoin andother cryptos appealing to gamblers.The first foray into crypto gaming came in 2012 when SatoshiDice was launched.This platform popularized Bitcointransactions in online gambling and introduced“provably fair”tech,which uses cryptographic algorithms

134、 to ensure game fairness.The first crypto casinos,including bitZino,SealsWithClubs,and Bit777,were launched soon after,offering anonymity and securitynot associated with fiat-based platforms.Crypto casinos quickly spread across the world,and technological innovations meant thatthese platforms could

135、soon be accessed from mobile devices.They allowed players to play all their favorite games,like slots,blackjack and poker,on a mobile device.This convenience was further enhanced by allowing players to deposit and withdrawusing various cryptocurrencies.Despite initial skepticism and a lack of regula

136、tion exposing players to risky sites,the crypto casinosector has evolved significantly.Today with dozens of crypto casinos operating worldwide,gaming consumers are choosing cryptocasinos for their transparency,security and innovative features.We expect that as U.S.and foreign regulations evolve to i

137、nclude crypto casinos and as technology continues to evolve,crypto casinos are likely to become a weighty component of the global iGaming industry.SharpLink believes that continuedinnovation and integration of new technologies will further enhance the appeal and functionality of these platforms,enco

138、uragingmore consumers and operators to embrace cryptocurrencies,thus driving potential exponential growth of the crypto gamingmarket.Currently,to our knowledge,there are no crypto gaming companies which are publicly listed on any U.S.nationalexchange,which could represent a unique opportunity for Na

139、sdaq-listed SharpLink to further distinguish our competitivedifferentiation from privately-held companies that are either currently operating in the sector or newcomers to the industry.Our Competitive Strengths SharpLink believes that the principal differentiating factors that currently set us apart

140、 from our competition include ourmarket-centric portfolio of fan activation solutions,comprised of our proprietary affiliate marketing network,owned and operatedU.S.state-specific D2P web properties,long-standing relationships with sportsbooks and casino gaming operators,ease ofintegration with our

141、operating partners and scalability of our growth platform.SharpLinks products,services,experience,industryrelationships and corporate culture allow it to compete effectively across all these factors.Key Growth Strategies Fully leveraging our performance-based marketing experience and expertise to su

142、pport smart expansion of ourbusiness.Through the January 2024 Sale of Business of our Sports Gaming Client Services and SportsHub GamingNetwork businesses,SharpLink emerged as a pure-play performance marketing company with a solid balance sheet,cash,no interest-bearing debt,significantly reduced ope

143、rating expenses and a core team of affiliate marketing experts all withan innate entrepreneurial mindset and a shared commitment to growth,cost discipline and long-term value creation.Effectively managing our growth portfolio for long-term value creation.Our production and development programspresen

144、t numerous investment opportunities that we believe will deliver long-term growth by providing our partners withvaluable new customer acquisition capabilities made possible through our proprietary performance marketing solutions.We evaluate each opportunity independently,as well as within the contex

145、t of other investment opportunities,to determinerelative cost,timing and potential for generation of returns,and thereby its priority.This process helps us to makeinformed decisions regarding potential growth capital requirements and supports our allocation of resources based onrelative risks and re

146、turns to maximize long-term value creation,which is the key objective of our growth strategy.We alsoreview our portfolio on a regular basis to determine if and when to narrow our focus on the highest potential growthopportunities.82025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329

147、/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm14/65 Fostering our entrepreneurial culture and continuing to attract,develop and retain highly skilled personnel.OurCompanys culture encourages innovation and entrepreneurialism,which helps to attract and ret

148、ain highly skilledprofessionals.We intend to preserve this culture to nurture the design and development of innovative performancemarketing solutions that help to distinguish us in the markets we serve.Evaluating strategic alternatives and expansion initiatives.On July 18,2024,we announced that our

149、Board ofDirectors had initiated a formal review process to evaluate strategic alternatives for SharpLink.Throughout this process,we carefully evaluated more than two dozen compelling opportunities and determined that the combination of marketexpansion,cost efficiency,security and player demand make

150、crypto gaming one of the most promising growthopportunities in the online gaming industry today.Furthermore,we believe that the steps we have already taken and willcontinue to take to execute a well-defined expansion plan centered on the exponential growth of crypto gaming,positions SharpLink to bec

151、ome a future leader in this rapidly growing space.In addition,our leadership team and Board ofDirectors has determined that,given the strong growth and increasing market acceptance of crypto currencies andblockchain technologies,in general,the Company has begun evaluating strategic opportunities to

152、implement a cryptotreasury strategy to further complement its business-building initiatives.Aiming to deliver strong,positive cash flow and sustainable long-term value for our stockholders.Through organicand acquisitive transactions,SharpLink will actively seek out opportunities to best leverage our

153、 existing performance-based marketing platform and industry relationships to achieve deeper and more lucrative penetration into the digitalgaming,sports betting and crypto gaming markets.Government Regulation We operate in various jurisdictions,and our business is subject to extensive regulation und

154、er the laws,rules andregulations of the jurisdictions in which we operate.Violations of laws or regulations in one jurisdiction could result in disciplinaryaction in that and other jurisdictions.We are currently licensed or authorized to provide affiliate marketing services to sports betting and onl

155、ine casino gamingoperators in 17 U.S.states.State gaming authorities may,subject to certain administrative procedural requirements,(i)deny anapplication,or limit,condition,revoke or suspend any license issued by them;(ii)impose fines,either on a mandatory basis or as aconsensual settlement of regula

156、tory action;(iii)demand that named individuals or stockholders be disassociated from a gamingbusiness;and(iv)in serious cases,liaise with local prosecutors to pursue legal action,which may result in civil or criminalpenalties.Among others,applicable laws include those regulating privacy,data/cyber s

157、ecurity,data collection and use,cross-borderdata transfers,advertising regulations and/or sports betting and online gaming laws and regulations.These laws impact,amongother things,data collection,usage,storage,security and breach,dissemination(including transfer to third parties and cross-border),re

158、tention and destruction.Certain of these laws provide for civil and criminal penalties for violations.The data privacy and collection laws and regulations that affect SharpLinks affiliate marketing business include,but arenot limited to:U.S.federal,state and local data protections laws such as the F

159、ederal Trade Commission Act and similar state laws;state data breach laws and state privacy laws,such as the California Consumer Privacy Act,the California ConsumerPrivacy Rights Act,and the Stop Hacks and Improve Electronic Data Security Act of New York;and other data protection,data localization a

160、nd state laws impacting data privacy and collection.92025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm15/65 Other regulations that affect SharpLinks business include:U.S.state laws regulati

161、ng sports betting and online gaming and related licensing requirements;laws regulating the advertising and marketing of sports betting,including but not limited to the U.S.Federal TradeCommission Act;laws and regulations relating to antitrust,competition,anti-money laundering,economic and trade sanc

162、tions,intellectual property,consumer protection,accessibility claims,securities,tax,labor and employment,commercialdisputes,services and other matters;and other international,domestic federal and state laws impacting marketing and advertising,including but not limited tolaws such as the Americans wi

163、th Disabilities Act,the Telephone Consumer Protection Act of 1991,statetelemarketing laws and regulations,and state unfair or deceptive practices acts.Governmental Shifts in Attitude Toward Cryptocurrencies In a historic move made the first week of March 2025,President Donald Trump signed an executi

164、ve order establishing aU.S.Strategic Bitcoin Reserve,marking a decisive shift in the U.S.governments stance on cryptocurrencies a 180 degree turnthat positions the U.S.at the center of the digital asset innovation.Many believe that this executive order not only underscores thegrowing importance of B

165、itcoin in the global financial system as a true contender to other asset classes but also signals a profoundchange in how the U.S.government perceives crypto tokens and the decentralized financial system.To help the administration takeanother step towards overhauling U.S.policy on cryptocurrencies,P

166、resident Trump appointed former PayPal Chief OperatingOfficer David Sacks as the“White House A.I.&Crypto Czar.”In this role,Sacks will“work on a legal framework so the cryptoindustry has the clarity it has been asking for,and can thrive in the U.S.,”noted the President in a post on his social media

167、siteTruth Social.At the U.S.Securities and Exchange Commission(“SEC”),newly appointed Chairman Paul Atkins spoke at a roundtablein April 2025 hosted by the SECs newly formed Crypto Task Force which was launched in January 2025.The Crypto Task Forceis attempting to set the tone for a new era of crypt

168、o regulation,one that seeks to change the approach from adversarial tocollaborative.On April 25,2025,CNBC reported that Chairman Atkins told reporters on the sidelines of the session that he wasopen to a broad reassessment of crypto-related rules.In the European Union(“EU”),governmental bodies passe

169、d the Markets in Crypto-Assets Act(“MiCA”)in the fourthquarter of 2024 and its Digital Operations Resilience Act(DORA)took effect in January 2025,collectively representing thepotential for a uniquely secure and transparent crypto environment in the EU.The MiCA regulation was created to protect inves

170、torsand preserve financial stability,while fostering innovation and promoting the attractiveness of the crypto-asset sector.In parallel toMiCA,principles for crypto cybersecurity have been introduced in DORA.This regulation sets out a new EU framework formanaging information and communication techno

171、logy(“ICT”)risks in the financial sector.The new rules impose a number ofobligations on all financial institutions and their critical third-party ICT services providers.Creating a level playing field by makingcrypto service providers play by the same rules and regulations is expected to foster a muc

172、h healthier competitive environment.Regulation also enhances trust and confidence for consumers and investors,encouraging more organizations to enter the marketand giving crypto users more choices and better gaming experiences.Legal Landscape for Crypto Gaming Online casino gambling is a complicated

173、 and dynamic industry that presents significant challenges to players,operatorsand regulators.This birthed the introduction of cryptocurrency into the casino landscape,which gained popularity across severalnations and presented gambling platforms with promising potential to attract new players.It is

174、 important to note that casinoregulations vary from country to country,but in general,casinos are legally permitted based on the jurisdiction and legalregulations of a specific country.Before the introduction of crypto in casinos,traditional payment methods dominated the entirescene,but as the indus

175、try has evolved,there was a need for safer financial methods that would not be susceptible to attacksperpetrated by scammers.This shift led to the emergence of crypto casinos.However,many countries regulate traditional online casinos but lack specific rules for crypto gaming.For example,whileMalta i

176、s known for its crypto-friendly approach,the Malta Gaming Authority(“MGA”)has yet to broadly approve crypto casinos.This means that although cryptocurrency is accepted in Malta,MGA-licensed casinos dont typically operate with digitalcurrencies.Most licensed crypto casinos operate under jurisdictions

177、 with lighter regulatory frameworks,such as Curacao,Panama,and Costa Rica.These licenses offer some credibility,though they may not provide the stringent protections associated with topregulators.In the crypto world,however,a Curacao license is often viewed as a reliable standard,balancing accessibi

178、lity withoversight.2025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm16/65102025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edga

179、r/data/1981535/000164117225011329/forms-1a.htm17/65 Anti-Money Laundering(“AML”)and Know Your Customer(“KYC”)rules are integral to the operations of cryptocasinos.These regulations ensure secure transactions and transparency while curbing illegal activities by requiring casinos to verifyplayer ident

180、ities and monitor financial dealings.By following AML and KYC laws,crypto casino operators foster trust andsecurity,protecting themselves and players from risks like fraud or money laundering.This makes these rules a cornerstone of theregulatory framework for crypto casinos.For more detailed informa

181、tion regarding government regulations that has historically affected or may affect our businessin the foreseeable future,please refer to the section labeled“Risk Factors.”Compliance SharpLink has implemented(and is committed to continually refining and enhancing)a holistic internal complianceprogram

182、 to help ensure that we remain in full compliance with state,federal and international regulatory licensing requirementsimposed on us in connection with our business operations.Compliance is an important cornerstone of our growth strategy,and weare committed to building our business and our reputati

183、on by adhering to the highest compliance standards.Intellectual Property Intellectual property rights are important to the success of SharpLinks business.SharpLink relies on a combination ofdatabase,trademark,trade secret,confidentiality and other intellectual property protection laws in the United

184、States and otherjurisdictions,as well as license agreements,confidentiality procedures,non-disclosure agreements with third parties and othercontractual protections,to protect its intellectual property rights,including its databases,know-how and brand.In the United States,SharpLink currently hold se

185、veral domain names and,in the future,it may acquire patents,additional trademarks and domainnames.As of May 2025,SharpLink owns 177 domain name registrations.It has not always been,and in the future may not be,possible or commercially desirable to obtain registered protection forSharpLinks products,

186、software,databases or other technology.In such situations,SharpLink relies on laws governing protection ofunregistered intellectual property rights,confidentiality and/or contractual exclusivity of and to underlying data and technology toprevent unauthorized use by third parties.SharpLink uses Open

187、Source Software in its services and periodically reviews its use ofOpen Source Software to attempt to avoid subjecting its services and product offerings to conditions SharpLink does not intend toimpose on them.SharpLink controls access to and use of its data,databases and other confidential informa

188、tion through the use of internaland external controls,including contractual protections with employees,contractors,clients and partners.SharpLink requires itsemployees,consultants and other third parties to enter into confidentiality and proprietary rights agreements,and it controls andmonitors acce

189、ss to its data,database,software,documentation,proprietary technology and other confidential information.SharpLinks policy is to require all of its employees and independent contractors to sign agreements assigning to it any inventions,trade secrets,works of authorship,developments,processes and oth

190、er intellectual property generated by them on its behalf andunder which they agree to protect its confidential information.In addition,SharpLink generally enters into confidentialityagreements with its business partners.Human Capital Resources As of May 19,2025,we employed a total of five full-time

191、employees.With the Business Sale of SportsHub GamesNetwork and our sports games development businesses to RSports in January 2024,forty-six(46)of our former employees movedover to RSports in connection with the Business Sale.We acknowledge that our employees are our most valued asset and the driving

192、 force behind our success.For this reason,we aspire to be an employer that is known for cultivating a positive and welcoming work environment and one that fosters growth,provides a safe place to work,supports diversity and embraces inclusion.To support these objectives,our human resourcesprograms ar

193、e designed to develop talent to prepare them for critical roles and leadership positions for the future;reward andsupport employees through competitive pay,benefit and perquisite programs;enhance our culture through efforts aimed at makingthe workplace more engaging and inclusive;acquire talent and

194、facilitate internal talent mobility to create a high performing,diverseworkforce;engage employees as brand ambassadors of our products;and evolve and invest in technology,tools and resources toenable employees at work.112025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.h

195、tmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm18/65 Properties At the beginning of 2024,the Company leased certain office space at 333 Washington Avenue North,Suite 104,Minneapolis,Minnesota 55401 under a long-term,non-cancelable operating lease agreement.The contra

196、ct provided the right tosubstantially all of the economic benefits from the use of the office space and the right to direct the use of the office space.Theagreement also required the Company to pay real estate taxes,insurance and repairs during the lease.Following the consummationof the Sale of Busi

197、ness in January 2024,the Company is required to pay RSports a monthly amount for shared lease space at thesame address at$1,000 per month.This lease is on a month-to-month basis and can be terminated upon notice to RSports prior tothe next monthly payment.The Company terminated this lease arrangemen

198、t on December 31,2024.Recent Developments Reverse Stock Split On November 5,2024,SharpLink Gaming,Inc.s Board of Directors unanimously adopted resolutions approving,declaring advisable and recommending to the stockholders for their approval a proposal to authorize the Board of Directors,in itsdiscre

199、tion,to amend our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued andoutstanding Common Stock at a ratio of up to and including 6:1,such ratio to be determined by the Board of Directors,includingany increase in our authorized capital required in the ev

200、ent a fractional share will be created as a result of the reverse stock split.OnDecember 23,2024 at SharpLinks Annual General Meeting of Stockholders,stockholders approved the reverse stock split,granting the Board of Directors the authority,without further action by the stockholders,to carry out su

201、ch action,with the exactexchange ratio and timing to be determined at the discretion of the Board of Directors.The primary purpose for effecting thereverse stock split,should the Board of Directors choose to effect one,would be to increase the per share price of SharpLinksCommon Stock to regain comp

202、liance with the Minimum Bid Price Requirement for continued listing set forth in Nasdaq ListingRule 5550(a)(2)(the“Minimum Bid Price Requirement”).On March 19,2025,our Board of Directors unanimously adopted resolutions approving,declaring advisable andrecommending to the stockholders for their appro

203、val a proposal to authorize the Board of Directors,in its discretion,to increase theratio of the previously stockholder-approved reverse stock split from one-for-six to one-for-12,with such ratio to be determined bythe Board of Directors,including any increase in our authorized capital required in t

204、he event a fractional share will be created as aresult of the reverse stock split.The stockholders approved the proposal to increase the ratio of the reverse stock split to one-for-12at the Companys 2025 Annual Meeting of Stockholders held on April 23,2025.On April 23,2025,the Companys Board of Dire

205、ctors determined to implement a reverse stock split of all of theCompanys share capital,including its Common Stock,par value$0.0001 per share,at a ratio of one(new)for 12(old)that wenteffective at 5:00 PM ET on May 5,2025(“Effective Date”).On the Effective Date,SharpLinks shares of Common Stock issu

206、edand outstanding were reduced from 7,916,206 to approximately 659,684 shares of Common Stock issued and outstanding.Nofractional shares were issued in connection with the Reverse Stock Split,but fractions were rounded up or down to the nearestwhole share(with half shares rounded down).SharpLinks sh

207、ares of Common Stock commenced trading on a split-adjusted basis when the Nasdaq opened on May 6,2025,and will continue to trade under its existing symbol“SBET.”The new CUSIP number for the Common Stock following theReverse Stock Split is 820014405.The Reverse Stock Split affected all issued and out

208、standing shares of Common Stock and securities convertible intoCommon Stock.All outstanding options,restricted stock awards,warrants and other securities entitling their holders to purchase orotherwise receive shares of Common Stock have been adjusted as a result of the Reverse Stock Split by decrea

209、sing the number ofshares acquirable pursuant to the ratio of one-for-12 and increasing the exercise or conversion price,as applicable,by the sameratio,as required by the terms of such security.The number of shares of Common Stock available to be awarded under theCompanys equity incentive plans were

210、also proportionately adjusted.Exchange of Series A-1 Preferred Stock and Series B Preferred Stock for Common Stock and Prefunded Warrants On April 2,2025,SharpLink entered into an exchange agreement(“Exchange Agreement”)with Alpha Capital Anstalt(“Alpha”),whereby,pursuant to the terms and conditions

211、 set forth in the Exchange Agreement and in reliance on Section 3(a)(9)ofthe Securities Act of 1933,as amended(the“Securities Act”),600 shares of the Companys Series A-1 Preferred Stock and 1,040shares of the Companys Series B Preferred Stock(collectively,the“Existing Securities”)held by Alpha were

212、exchanged for38,683 shares of SharpLinks common stock(“Common Stock”)and 44,650 prefunded warrants to purchase shares of SharpLinkscommon stock(“Alpha Prefunded Warrants”)at an exercise price of$0.012.With the exchange of Alphas Existing Securities forCommon Stock and Alpha Prefunded Warrants,SharpL

213、ink no longer has any Series A-1 Preferred Stock or Series B PreferredStock issued and outstanding.Acquisition of 10%Equity Stake in Armchair Enterprises2025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329

214、/forms-1a.htm19/65 On February 24,2025,SharpLink entered into a subscription agreement with U.K.-based Armchair,which owns andoperates CryptoC.The acquisition of a 10%equity stake in Armchair was made for$500,000 in cash,along with a rightof first refusal to acquire a controlling interest in Armchai

215、r.Launched in October 2024,CryptoC is an innovative online gaming platform that partners with some of theworlds leading gaming studios.It utilizes blockchain technology to provide users with a secure,transparent and engaging next-generation gaming experience.The platform plans to offer over 5,500 on

216、line slots and table games,a live dealer casino,a premiumsportsbook,an eSports betting hub and a racebook,among other features.CryptoC accepts a wide range ofcryptocurrencies,including Bitcoin,Ethereum,Litecoin and more,catering to various user preferences globally while ensuringenhanced security,tr

217、ansparency and anonymity for players.In addition,CryptoC offers both traditional registration andWeb3 connectivity.By connecting instantly with wallets like MetaMask and Trust Wallet,players can easily deposit and withdrawfunds within seconds.In addition,CryptoC serves over one billion unique Telegr

218、am users by providing a TelegramCasino integration,which allows anyone to join and start playing with just one click.Nasdaq Notice and Hearing As previously reported on Form 10-K filed by the Company on March 14,2025 and 10-K/A filed by the Company onMarch 17,2025,the Company received a letter on Ju

219、ly 11,2024 from Nasdaq notifying it that,because the closing bid price for itscommon stock had been below$1.00 per share for 30 consecutive trading days,it was not compliant with Nasdaq Listing Rule5550(a)(2),or the Minimum Bid Price Requirement(the“Bid Price Deficiency Notice”).In accordance with N

220、asdaq MarketplaceRule 5810(c)(3)(A),the Company had a period of 180 calendar days,or until January 7,2025,to regain compliance with theMinimum Bid Price Requirement.Further,as previously reported on our Current Report on Form 8-K filed on November 22,2024,the Nasdaq Staff notified the Company that i

221、t did not comply with the$2.5 million minimum stockholders equity requirement,asset forth in Nasdaq Listing Rule 5550(b)(1)(the“Minimum Stockholders Equity Requirement”).The Company had 45 calendardays to submit a plan to regain compliance or until January 6,2025.The Company had a hearing with the N

222、asdaq Hearing Panel(the“Panel”)on February 25,2025.The CompanysCommon Stock will remain listed and eligible for trading on Nasdaq pending the conclusion of the hearing process.SharpLink hasworked to evidence compliance with the Minimum Bid Price Requirement and Minimum Stockholders Equity Requiremen

223、t forcontinued listing on the Nasdaq Capital Market and submitted a plan to that effect to the Panel as part of the hearing process onFebruary 25,2025.On March 21,2025,SharpLink received notice(the“Notice”)from the Panel stating that it has granted the Companysrequest for additional time to achieve

224、compliance with Nasdaqs continued listing rules and demonstrate long-term compliancewith the Minimum Bid Price Requirement and with the Minimum Stockholders Equity Requirement.Specifically,the Panel hasagreed to provide the Company until May 23,2025 to regain compliance with both the Minimum Bid Pri

225、ce Requirement andMinimum Stockholders Equity Requirement.We must satisfy Nasdaqs continued listing requirements,including,among other things,the Minimum Bid PriceRequirement and Minimum Stockholders Equity Requirement,or risk delisting,which could have a material adverse effect on ourbusiness.If ou

226、r common stock is delisted from Nasdaq,it could materially reduce the liquidity of our common stock and result in acorresponding material reduction in the price of our common stock as a result of the loss of market efficiencies associated withNasdaq and the loss of federal preemption of state securi

227、ties laws.In addition,delisting could harm our ability to raise capitalthrough alternative financing sources on terms acceptable to us,or at all,and may result in the potential loss of confidence byinvestors,suppliers,customers and employees and fewer business development opportunities.If our common

228、 stock is delisted,itcould be more difficult to buy or sell our common stock or to obtain accurate quotations,and the price of our common stock couldsuffer a material decline.Delisting could also impair our ability to raise capital on acceptable terms,if at all.The Company is currently attempting to

229、 raise equity in this public offering in order to achieve compliance with theMinimum Stockholders Equity Requirement.We may not be able to comply with the Minimum Stockholders Equity Requirementeven this offering due to our cash burn rate,operating expenses,and payment obligations.As a result,we may

230、 be required to raiseadditional funds after this offering in order to achieve compliance.122025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm20/65 Corporate History and Transactions Go-Publi

231、c Merger with Mer Telemanagement Solutions Ltd.Formerly known as Mer Telemanagement Solutions Ltd.(“MTS”),the Company was incorporated as a public limitedliability company under the laws of the State of Israel in December 1995.In July 2021,MTS completed a merger between New SLAcquisition Corp.,its w

232、holly owned subsidiary,and SharpLink,Inc.(the“MTS Merger”).In the MTS Merger,SharpLink,Inc.wastreated as the acquirer for accounting purposes because,among other reasons,its pre-merger shareholders held a majority of theoutstanding shares of the Company immediately following the merger.After the mer

233、ger,the Company changed its name from MerTelemanagement Solutions Ltd.to SharpLink Gaming Ltd.and its Nasdaq ticker symbol from MTSL to SBET.FourCubed Acquisition On December 31,2021,in a combination cash and stock transaction,we acquired certain assets of 6t4 Company,aMinnesota corporation,and Four

234、Cubed Management,LLC,a Delaware limited liability company(collectively“FourCubed”),including FourCubeds iGaming and affiliate marketing network,known as PAS.net.For more than 17 years,FourCubed hasprovided its global iGaming operating partners with affiliate marketing services.The strategic acquisit

235、ion of FourCubed broughtSharpLink an industry respected operating team with decades of combined experience in conversion through affiliate marketingservices and in securing highly profitable,recurring net gaming revenue contracts with many of the worlds leading iGamingcompanies,including Party Poker

236、,bwin,UNIBET,GG Poker,888 poker,betfair,WPT Global and others.Originally established in2005,FourCubeds international iGaming affiliate network,Poker Affiliate Solutions(“PAS”),is currently comprised of over12,400 sub-affiliates and has delivered over 2.5 million referred players since it was launche

237、d in 2008 at .Merger with SportsHub Games Network Inc.(the“SportsHub Merger”)SharpLink Israel,SHGN Acquisition Corp.,a Delaware corporation and wholly owned subsidiary of SharpLink Israel(“Merger Subsidiary”),SportsHub Games Network Inc.(“SportsHub”)and Christian Peterson,an individual acting as the

238、SportsHub stockholders representative entered into a Merger Agreement on September 7,2022(the“Merger Agreement”).TheMerger Agreement,as amended,contained the terms and conditions of the proposed business combination of SharpLink Israel andSportsHub.Pursuant to the Merger Agreement,as amended,on Dece

239、mber 22,2022,SportsHub merged with and into MergerSubsidiary with Merger Subsidiary surviving as a wholly owned subsidiary of SharpLink Israel.In association with the transaction,SharpLink Israel issued,in the aggregate,35,994 ordinary shares to common and preferred stockholders of SportsHub,on a fu

240、llydiluted basis.An additional aggregate of 3,382 ordinary shares were held in escrow for SportsHub stockholders who had not yetprovided the applicable documentation required in connection with the SportsHub Merger,as well as shares held in escrow forindemnifiable losses and for the reimbursement of

241、 expenses incurred by the stockholder representative in performing his dutiespursuant to the Merger Agreement.On December 28,2023,the escrow shares were disbursed to the SportsHub stockholders inaccordance with the Merger Agreement.132025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011

242、329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm21/65 Sale of Legacy MTS Business On December 31,2022,SharpLink Israel closed on the sale of its legacy MTS business(“Legacy MTS”)to Israel-basedEntrypoint South Ltd.,a subsidiary of Entrypoint Systems 2004

243、 Ltd.In consideration of Entrypoint South Ltd.acquiring all rights,title,interests and benefits to Legacy MTS,including 100%of the shares of MTS Integratrak Inc.,one of the Companys U.S.subsidiaries,Entrypoint South Ltd.will pay SharpLink an earn-out payment(an“Earn-Out Payment”)equal to three times

244、 LegacyMTS Earnings Before Interest,Taxes Depreciation and Amortization(“EBITDA”)for the year ending December 31,2023,up to amaximum earn-out payment of$1 million(adjusted to reflect net working capital as of the closing date).Within ten(10)calendardays of the approval by the board of directors of t

245、he Buyer of the audited annual financial statements of the Business as atDecember 31,2023,and for the 12-month period ending on such date(as applicable,the“Earn-Out Schedule Delivery Date”),which shall occur no later than May 31,2024,Buyer shall deliver to the Seller a schedule certified by its Chie

246、f Executive Officerand Chief Financial Officer(an“Earn-Out Schedule”)setting forth the computation of the Earn-Out Payment(as applicable),ifany,together with the calculation thereof in an agreed Excel table format(including,but not limiting to all relevant details of theEBITDA calculations for the y

247、ear 2023).In July 2024,SharpLink received an earnout payment of$297,387.Change from Foreign Private Issuer to Domestic Issuer Prior to January 1,2023,SharpLink Israel qualified as a foreign private issuer.There are two tests to determine whether aforeign company qualifies as a foreign private issuer

248、:the U.S.shareholder test and U.S.business contacts test.Under the U.S.shareholder test,a foreign company will qualify as a foreign private issuer if 50%or less of its outstanding voting securities areheld by U.S.residents.If a foreign company fails this shareholder test,it will still be considered

249、a foreign private issuer unless itfails any one part of the U.S.business contacts test.The U.S.business contacts test includes the following three parts:1)themajority of the companys executive officers or directors are U.S.citizens or residents;2)more than 50%of the issuers assets arelocated in the

250、United States;or 3)the issuers business is administered principally in the United States.Because we failed thesetests,we ceased being a foreign private issuer and effective January 1,2023,we began complying with the reporting requirementsunder the rules and regulations of the Exchange Act,applicable

251、 to U.S.domestic companies.Change in Share Capital On October 24,2023,SharpLink Israel held an Extraordinary General Meeting of Shareholders(the“Meeting”)at whichshareholders approved the adoption of an amendment to SharpLink Israels amended and restated articles of association to increaseauthorized

252、 share capital of SharpLink Israel from 9,290,000 ordinary shares,nominal value NIS 0.60 per share,to 100,000,000ordinary shares,nominal value NIS 0.60 per share,and a corresponding amendment to SharpLink Israels memorandum ofassociation.Sale of Sports Gaming Client Services and SportsHub Gaming Net

253、work Operating Segments On January 18,2024,SharpLink Israel(“Parent Seller”)and SLG1 Holdings,LLC,a Delaware limited liability companyand wholly owned subsidiary of SharpLink(“Subsidiary Seller”),SHGN Acquisition Corp.(“SHGN”)and together with ParentSeller and Subsidiary Seller,the(“Seller”),a Delaw

254、are corporation and wholly owned subsidiary of SharpLink,entered into the PAwith RSports Interactive,Inc.,a Minnesota corporation(“Buyer”).The Subsidiary Seller owned all of the issued and outstandingmembership interests of Sports Technologies,LLC,a Minnesota limited liability company,SHGN and Holdi

255、ngs Quinn,LLC,aDelaware limited liability company(collectively referred to as the“Targets”).The PA contemplated the sale of the CompanysSports Gaming Client Services and SportsHub Gaming Network business units to the Buyer,by selling all membership interests ofthe Targets and the Acquired Subsidiari

256、es for$22,500,000 in an all cash transaction.On May 8,2024,SharpLink entered into an amended and fully restated Post Closing Assignment Agreement withRSports,whereby SharpLink and RSports have agreed to amend the PA to exclude the transfer/sale of SHGN and have agreed tothe assignment/sale of the Ac

257、quired Subsidiaries membership interests in SHReserve and SHPA to be made directly to RSportsupon and subsequent to the approval of a petition by the Pennsylvania Gaming Control Board.Based on this amended agreement,the sale of the business is an asset sale for legal and tax purposes instead of an e

258、quity sale.142025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm22/65 Further,in connection with the Sale of Business,SharpLink entered into a Post Closing Covenant Agreement(the“PCCA”)with t

259、he Buyer defining the post-closing terms and conditions relating to certain transfers and assignments of assetssubsequent to the closing of the Sale of Business,including:Transferring control of all bank accounts held by the Targets to the Buyer;Transferring or cooperating with the application proce

260、ss for all state gaming licenses held by the Targets inconnection with the change of control to the Buyer;Providing the Buyer with an accounting of all funds due to and from and any deferred revenue between SportsTechnologies,LLC,SHGN and SharpLink,Inc.;Assigning to Buyer or its affiliates,or cause

261、the counterparty to consent to,all contracts assumed by the Buyer or itsaffiliates on or subsequent to the closing based upon change of control provisions;and Assigning to Buyer or its affiliates all of its intellectual property rights purchased in the PA for the AcquiredSubsidiaries or Targets.SHGN

262、 owns all of the membership interests in Virtual Fantasy Games Acquisitions,LLC,a Minnesota limited liabilitycompany;LeagueSafe Management,LLC,a Minnesota limited liability company;SportsHub Reserve,LLC,a Minnesota limitedliability company;SportsHub PA,LLC,a Pennsylvania limited liability company;Sp

263、ortsHub Operations,LLC,a Minnesotalimited liability company;SportsHub Holdings,LLC,a Minnesota limited liability company;SportsHub Regulatory,LLC,aMinnesota limited liability company;and SportsHub Player Reserve,LLC,a Minnesota limited liability company(collectively,the“Acquired Subsidiaries”).As a

264、result of the Sale of Business,we have ceased our Sports Gaming Client Services and SportsHub Gaming Networkoperations.The historical results of these business segments have been reflected as discontinued operations in our consolidatedfinancial statements for all periods prior to the closing date of

265、 the Sale of Business on January 18,2024.See Note 3 in the Form 10-K,filed on March 14,2025,in the notes to the consolidated financial statements for the years ended December 31,2024 and 2023.Redomestication from Israel to Delaware On February 13,2024,SharpLink Israel completed its previously announ

266、ced domestication merger(“DomesticationMerger”),pursuant to the terms and conditions set forth in an Agreement and Plan of Merger(the“Domestication MergerAgreement”),dated June 14,2023 and amended July 24,2023,among SharpLink Israel,SharpLink Merger Sub Ltd.,an Israelicompany and a wholly owned subs

267、idiary of SharpLink US(“Domestication Merger Sub”)and SharpLink Gaming,Inc.(“SharpLink US”).The Domestication Merger was achieved through a merger of SharpLink Merger Sub with and into SharpLinkIsrael,with SharpLink Israel surviving the merger and becoming a wholly owned subsidiary of SharpLink US.T

268、he DomesticationMerger was approved by the shareholders of SharpLink Israel at an extraordinary special meeting of shareholders held onDecember 6,2023.SharpLink USs Common Stock commenced trading on the Nasdaq Capital Market under the same tickersymbol,SBET,on February 14,2024.Smaller Reporting Comp

269、any We are a“smaller reporting company”as defined in Rule 10(f)(1)of Regulation S-K.To the extent we qualify as a smallerreporting company,we may continue to take advantage of certain exemptions from various reporting requirements that areapplicable to other public companies that are not smaller rep

270、orting companies,including,among other things,providing only twoyears of audited financial statements and we are also permitted to elect to incorporate by reference information filed after theeffective date of the S-1 registration statement of which this prospectus forms a part.We will remain a smal

271、ler reporting companyuntil the last day of the fiscal year in which(1)the market value of our shares of Common Stock held by non-affiliates exceeds$250 million as of the prior June 30,or(2)our annual revenues exceeded$100 million during such completed fiscal year and themarket value of our shares of

272、 Common Stock held by non-affiliates exceeds$700 million as of the prior June 30.Our Corporate Information Our principal executive offices are located at 333 Washington Avenue North,Suite 104,Minneapolis,Minnesota and ourtelephone number is 612-293-0619.Our website address is .The information contai

273、ned in,or that can beaccessed through,our website is not a part of or incorporated by reference in this prospectus,and you should not consider it part ofthis prospectus or of any prospectus supplement.We have included our website address in this prospectus solely as an inactivetextual reference.1520

274、25/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm23/65 THE OFFERING Shares of Common Stock Offered by Us:Up to 1,520,270 shares of Common Stock.Pre-Funded Warrants Offered by Us:We are also o

275、ffering to certain purchasers whose purchase of shares of CommonStock in this offering would otherwise result in the purchaser,together with itsaffiliates,beneficially owning more than 4.99%(or,at the election of the purchaser,9.99%)of our outstanding Common Stock immediately following theconsummati

276、on of this offering,in lieu of purchasing Common Stock,Pre-FundedWarrants to purchase up to an aggregate of 1,520,270 shares of Common Stock.Each Pre-Funded Warrant is exercisable for one share of Common Stock.Thepurchase price of each Pre-Funded Warrant will be equal to the price at which eachshare

277、 Common Stock is being sold to the public in this offering,minus$0.0001,andthe exercise price of each Pre-Funded Warrant will be$0.0001 per share ofCommon Stock.The Pre-Funded Warrants will be exercisable immediately orotherwise in accordance with the terms of the Pre-Funded Warrant and may beexerci

278、sed at any time until all of the Pre-Funded Warrants are exercised in full.Thisoffering also relates to the shares of Common Stock issuable upon exercise of anyPre-Funded Warrants sold in this offering.For each Pre-funded Warrant that we sell,the number of shares of common stock that we are offering

279、 will be reduced on aone-for-one basis.Assumed Public Offering Price:$2.96 per share of Common Stock,assuming a public offering price equal to the lastsale price of our Common Stock as reported by the Nasdaq on May 16,2025.Common Stock OutstandingBefore this Offering:659,684 Shares of Common Stock.C

280、ommon Stock Outstanding ImmediatelyAfter this Offering:2,179,954 shares of Common Stock(assuming we sell only shares of CommonStock and no Pre-Funded Warrants).Use of Proceeds:We estimate that the net proceeds from this offering will be approximately$3,809,250,based on an assumed public offering pri

281、ce of$2.96 per share ofCommon Stock,after deducting the Placement Agent fees and estimated offeringexpenses payable by us.We intend to use the net proceeds from this offering tostrengthen our cash position,aid us in regaining compliance with Nasdaqsminimum requirement for total stockholders equity;w

282、orking capital;and othergeneral corporate purposes,which may include acquiring certain crypto currenciesin connection with execution of a potential treasury strategy currently underconsideration.Because this is a reasonable best efforts offering with no minimumamount as a condition to closing,we may

283、 not sell all or any of the securities offeredhereby.As a result,we may receive significantly less in net proceeds than wecurrently estimate.See“Use of Proceeds”on page 22.Risk Factors:You should carefully read the“Risk Factors”on page 17 and other informationincluded in this prospectus for a discus

284、sion of factors you should consider carefullybefore deciding to invest in our Common Stock.Nasdaq Symbol for Our Common Stock:SBET Unless otherwise indicated,the number of shares of Common Stock to be outstanding after this offering is based on 659,684shares of Common Stock outstanding as of May 16,

285、2025 and assumes no exercise of the Pre-Funded Warrants being offered in thisOffering.The number of shares of Common Stock outstanding after this offering excludes:9,022 shares of Common Stock issuable upon the exercise of stock options outstanding at a weighted average exerciseprice of$91.08 per sh

286、are;28,638 shares of Common Stock underlying outstanding warrants;and 37,500 shares of Common Stock underlying unvested Restricted Stock Units.162025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1

287、a.htm24/65 RISK FACTORS An investment in our securities involves a significant degree of risk.You should carefully consider the risk factors and allof the other information included in this prospectus and the documents incorporated by reference into this prospectus,includingthose in“Item 1A.Risk Fac

288、tors”in our Annual Report on Form 10-K for the fiscal year ended December 31,2024,incorporatedherein by reference,before making an investment decision.Any of these risks and uncertainties could have a material adverse effecton our business,financial condition,cash flows and results of operations.If

289、that occurs,the trading price of our shares of CommonStock could decline materially,and you could lose all or part of your investment.The risks included in this prospectus and the documents we have incorporated by reference into this prospectus are not theonly risks we face.We may experience additio

290、nal risks and uncertainties not currently known to us,or as a result of developmentsoccurring in the future.Conditions that we currently deem to be immaterial may also materially and adversely affect our business,financial condition,cash flows and results of operations,and our ability to pay distrib

291、utions to stockholders.Risks Related to This Offering You will experience immediate and substantial dilution in the net tangible book value per share of the Common Stock youpurchase.You may also experience future dilution as a result of future equity offerings.The price per share,together with the n

292、umber of shares of Common Stock we propose to issue and ultimately will issue ifthis offering is completed,may result in an immediate decrease in the market price of our Common Stock.Our historical nettangible book value as of March 31,2025 was$2.1 million,or approximately$5.13 per share of Common S

293、tock.After givingeffect to the issuance of shares of Common Stock or the exercise of the Pre-Funded Warrants to be sold in this offering at anassumed public offering price of$2.96 per share(the last sale price of our Common Stock as reported by Nasdaq on May 16,2025),our as adjusted net tangible boo

294、k value as of May 16,2025 would have been$5.9 million or approximately$3.07 per shareof Common Stock.In addition,in order to raise additional capital,we may in the future offer additional shares of Common Stock or othersecurities convertible into or exchangeable for our shares of Common Stock at pri

295、ces that may not be the same as the price pershare in this offering.In the event that the outstanding options or warrants are exercised or settled,or that we make additionalissuances of shares of Common Stock or other convertible or exchangeable securities,you could experience additional dilution.We

296、cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to orgreater than the price per share paid by investors in this offering,and investors purchasing shares or other securities in the futurecould have rights superior to e

297、xisting stockholders,including investors who purchase shares of Common Stock in this offering.Theprice per share at which we sell additional shares of Common Stock or securities convertible into our Common Stock in futuretransactions,may be higher or lower than the price per share in this offering.A

298、s a result,purchasers of the shares we sell,as well asour existing stockholders,will experience significant dilution if we sell at prices significantly below the price at which theyinvested.We may not regain compliance with the continued listing requirements of The Nasdaq Capital Market.As previousl

299、y reported on Form 10-K filed by the Company on March 14,2025 and 10-K/A filed by the Company onMarch 17,2025,the Company received a Bid Price Deficiency Notice on July 11,2024.In accordance with Nasdaq MarketplaceRule 5810(c)(3)(A),the Company had a period of 180 calendar days,or until January 7,20

300、25,to regain compliance with theMinimum Bid Price Requirement.Further,as previously reported on our Current Report on Form 8-K filed on November 22,2024,the Nasdaq Staff notified the Company that it did not comply with the Minimum Stockholders Equity Requirement.The Companyhad 45 calendar days to su

301、bmit a plan to regain compliance or until January 6,2025.The Company had a hearing with the Panel on February 25,2025.The Companys Common Stock will remain listed andeligible for trading on Nasdaq pending the conclusion of the hearing process.SharpLink has worked to evidence compliance withthe Minim

302、um Bid Price Requirement and Minimum Stockholders Equity Requirement for continued listing on the Nasdaq CapitalMarket and submitted a plan to that effect to the Panel as part of the hearing process on February 25,2025.On March 21,2025,SharpLink received the Notice from the Panel stating that it has

303、 granted the Companys request foradditional time to achieve compliance with Nasdaqs continued listing rules and demonstrate long-term compliance with theMinimum Bid Price Requirement and with the Minimum Stockholders Equity Requirement.Specifically,the Panel has agreed toprovide the Company until Ma

304、y 23,2025 to regain compliance with both the Minimum Bid Price Requirement and MinimumStockholders Equity Requirement.We must satisfy Nasdaqs continued listing requirements,including,among other things,the Minimum Bid PriceRequirement and Minimum Stockholders Equity Requirement,or risk delisting,whi

305、ch could have a material adverse effect on ourbusiness.If our common stock is delisted from Nasdaq,it could materially reduce the liquidity of our common stock and result in acorresponding material reduction in the price of our common stock as a result of the loss of market efficiencies associated w

306、ith2025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm25/65Nasdaq and the loss of federal preemption of state securities laws.In addition,delisting could harm our ability to raise capitalthro

307、ugh alternative financing sources on terms acceptable to us,or at all,and may result in the potential loss of confidence byinvestors,suppliers,customers and employees and fewer business development opportunities.If our common stock is delisted,itcould be more difficult to buy or sell our common stoc

308、k or to obtain accurate quotations,and the price of our common stock couldsuffer a material decline.Delisting could also impair our ability to raise capital on acceptable terms,if at all.The Company is currently attempting to raise equity in this public offering in order to achieve compliance with t

309、heMinimum Stockholders Equity Requirement.We may not be able to comply with the Minimum Stockholders Equity Requirementeven after this offering due to our cash burn rate,operating expenses,and payment obligations.As a result,we may be required toraise additional funds after this offering in order to

310、 achieve compliance.172025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htm26/65 Resales of our Common Stock in the public market during this offering by our stockholders may cause the market p

311、rice of ourshares of Common Stock to fall.Sales of a substantial number of shares of Common Stock could occur at any time.The issuance of new shares ofCommon Stock could result in resales of our shares of Common Stock by our current stockholders concerned about the potentialownership dilution of the

312、ir holdings.In turn,these resales could have the effect of depressing the market price for our shares ofCommon Stock.You may experience future dilution as a result of future equity offerings.In order to raise additional capital,we may in the future offer additional shares of Common Stock or other se

313、curitiesconvertible into or exchangeable for our shares of Common Stock that could result in further dilution to the investors purchasingour shares of Common Stock in this offering or result in downward pressure on the price of our Common Stock.We may sell ourshares of Common Stock or other securiti

314、es in any other offering at prices that are higher or lower than the prices paid by theinvestors in this offering,and the investors purchasing shares or other securities in the future could have rights superior to existingstockholders.Moreover,to the extent that we issue options or warrants to purch

315、ase,or securities convertible into or exchangeablefor,our shares of Common Stock in the future and those options,warrants or other securities are exercised,converted orexchanged,stockholders may experience further dilution.We will have broad discretion in the use of the net proceeds from this offeri

316、ng and may not use them effectively.We intend to use the net proceeds from this offering to strengthen our cash position,aid us in regaining compliance withNasdaqs minimum requirement for total stockholders equity;working capital;and other general corporate purposes,which mayinclude acquiring certai

317、n crypto currencies in connection with execution of a potential treasury strategy currently underconsideration.The failure by our management to apply these funds effectively could harm our business,financial condition andresults of operations.Pending their use,we may invest the net proceeds from thi

318、s offering in short-term,interest-bearinginstruments.These investments may not yield a favorable return to our stockholders.This offering may cause the trading price of our shares of Common Stock to decrease.The price per share,together with the number of shares of Common Stock we propose to issue a

319、nd ultimately will issue ifthis offering is completed,may result in an immediate decrease in the market price of our shares of Common Stock.This decreasemay continue after the completion of this offering.There is no public market for the Pre-Funded Warrants being offered in this offering.There is no

320、 established public trading market for the Pre-Funded Warrants being offered in this offering,and we do notexpect a market to develop.In addition,we do not intend to apply to list the Pre-Funded Warrants on any securities exchange ornationally recognized trading system.Without an active market,the l

321、iquidity of the Pre-Funded Warrants will be limited.Holders of our Pre-Funded Warrants will have no rights as Common Stock Stockholders until they acquire our shares ofCommon Stock.Until you acquire our shares of Common Stock upon exercise of your Pre-Funded Warrants,you will have no rights withresp

322、ect to the shares of Common Stock issuable upon exercise of your Pre-Funded Warrants.Upon exercise of your Pre-FundedWarrants,you will be entitled to exercise the rights of a holder of shares only as to matters for which the record date occurs afterthe issuance date for such shares of Common Stock.T

323、he Pre-Funded Warrants are speculative in nature.The Pre-Funded Warrants offered hereby do not confer any rights of Common Stock ownership on their holders,such asvoting rights or the right to receive dividends,but rather merely represent the right to acquire shares of Common Stock at a fixedprice.S

324、pecifically,commencing on the date of issuance or otherwise in accordance with the terms of the Pre-Funded Warrant,holders of the Pre-Funded Warrants may acquire shares of our Common Stock issuable upon exercise of such warrants at anexercise price of$0.0001 per share.Moreover,following this offerin

325、g,the market value of the Pre-Funded Warrants is uncertain,and there can be no assurance that the market value of the Pre-Funded Warrants will equal or exceed their public offering price.182025/5/20 10:55sec.gov/Archives/edgar/data/1981535/000164117225011329/forms-1a.htmhttps:/www.sec.gov/Archives/e

326、dgar/data/1981535/000164117225011329/forms-1a.htm27/65 This is a reasonable best efforts offering,in which no minimum number or dollar amount of securities is required to be sold,and we may not raise the amount of capital we believe is required for our business plans.The Placement Agent has agreed t

327、o use its reasonable best efforts to solicit offers to purchase the securities in thisoffering.The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of anyspecific number or dollar amount of the securities.There is no required minimum numbe

328、r of securities that must be sold as acondition to completion of this offering.Because there is no minimum offering amount required as a condition to the closing of thisoffering,the actual offering amount,Placement Agent fees and proceeds to us are not presently determinable and may besubstantially

329、less than the maximum amounts set forth herein.We may sell fewer than all of the securities offered hereby,whichmay significantly reduce the amount of proceeds received by us,and investors in this offering will not receive a refund.Thus,wemay not raise the amount of capital we believe is required fo

330、r our operations and may need to raise additional funds to completesuch short-term operations.Such additional fundraises may not be available or available on terms acceptable to us.The Placement Agent is offering the shares on a“reasonable best efforts”basis,and the Placement Agent is under noobliga

331、tion to purchase any shares for its own account.The Placement Agent is not required to sell any specific number or dollaramount of shares of Common Stock in this offering but will use its reasonable best efforts to sell the securities offered in thisprospectus as a“reasonable best efforts”offering,t

332、here can be no assurance that the offering contemplated hereby will ultimatelybe consummated.Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights notavailable to purchasers that purchase without the benefit of a securities purchase agree

333、ment.In addition to rights and remedies available to all purchasers in this offering under federal securities and state law,thepurchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us.Theability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely availableto them unde