SecProbe.io

CORRESP
1
filename1.htm

    Loeb
                                            & Loeb LLP

    345
    Park Avenue

    New
    York, NY 10154

    Main
                                            212.407.4000

                                                                   Fax
                                                      212.407.4990

July
14, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Inessa Kessman and Robert Littlepage

  Re:
  SharpLink Gaming Ltd.

  Form
10-K for the Fiscal Year Ended December 31, 2022

  File
No. 000-28950

Dear
Ms. Kessman and Mr. Littlepage:

On
behalf of our client, SharpLink Gaming Ltd., an Israeli-based company (the “Company”), we respond to the comments of the
staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Form 10-K
for the Fiscal Year ended December 31, 2022 filed on April 5, 2023 (the “10-K”) contained in the Staff’s letter dated
June 28, 2023 (the “Comment Letter”).

The
Company has filed an amendment No. 1 on Form 10-K (the “Amendment”) accompanying this response letter, which reflects the
Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment
contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses
set forth below refer to the page numbers in the Amendment.

Form
10-K for the Fiscal Year Ended December 31, 2022

Management’s
Discussion and Analysis of Financial Condition and Results of Operations., page 40

1. Please
                                            emphasize your going concern status in the forefront of your MD&A and in Liquidity and
                                            Capital Resources discussion.

Response:
As requested, the Company has modified Item 7. MD&A to (i) include a subheading on page 4 for the
substantial doubt to continue as a going concern and the need for additional capital, and (ii) modified the Liquidity and Capital Resources
section on page 12 to include disclosure regarding the Company’s need for additional capital and substantial doubt to continue
as a going concern.

Los Angeles   New
York   Chicago   Nashville   Washington, DC   San Francisco   Beijing   Hong Kong   www.loeb.com

For the United States offices, a limited liability partnership including
professional corporations. For Hong Kong office, a limited liability partnership.

    United
    States Securities and Exchange Commission

    July
    14, 2023

    Page
    2

General

2. We
                                            note that on December 22, 2022 you acquired SportsHub. It appears that SportsHub assets were
                                            over 200% of your assets prior to the acquisition. Tell us how you considered Rules 8-04
                                            and 8-05 of Regulation S-X in regard to filing the financial statements and pro forma information
                                            for the SportsHub acquisition.

Response:
The acquisition of SportsHub occurred while the Company was still a foreign private issuer. The Company
furnished a Form 6-K with the SEC on November 8, 2022, which included Exhibit 99.2 Notice of and Proxy Statement for SharpLink
Gaming Ltd. Extraordinary General Meeting of Shareholders to be held on December 14, 2022. Exhibit 99.2 encompasses (i) the unaudited
financial statements of SportsHub Games Network, Inc. and Subsidiaries for the six months ended June 30, 2022 and 2021, as Annex C, (ii)
the audited financial statements of SportsHub Games Network, Inc. and Subsidiaries for the years ended December 31, 2021 2020, as Annex
D, and (iii) the pro forma information from page 101 to page 112. As such, we believe the Company has addressed
Rules 8-04 and 8-05 of Regulation S-X and is in compliance with the regulations.

However,
in order to make it more convenient for the investors and shareholders to locate and access the financial statements of SportsHub Games
Network, Inc. and Subsidiaries, we have included the financial statements in the Amendment beginning on page F-52.

Please
do not hesitate to contact Tahra Wright at 212-407-4122 or Sherry Li at 212-407-4939 of Loeb & Loeb LLP with any questions or comments
regarding this letter.

  Very
truly yours,

  /s/ Loeb & Loeb LLP

  Loeb
& Loeb LLP

  cc:

  Robert DeLucia, CFO, SharpLink Gaming Ltd.