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    Loeb
                                            & Loeb LLP

    345
    Park Avenue

    New York, NY 10154

                                            Main 212.407.4000
 Fax 212.407.4990

August
16, 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

    Response
    filed July 28, 2023

    File
    No. 000-28950

Dear
Ms. Kessman and Mr. Littlepage:

On
behalf of our client, SharpLink Gaming Ltd., an Israeli-based company (the “Company” or “SharpLink”), 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
Amended Form 10-K for the Fiscal Year ended December 31, 2022 filed on July 14, 2023 (the “10-K/A”) contained in the Staff’s
letter dated August 8, 2023 (the “Comment Letter”).

This
response letter reflects the Company’s responses to the comments sent by the Staff. 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 10-K/A.

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

General

1. We
                                            note your response to comment 1, however, the fact that the registrant was a foreign private
                                            issuer (FPI) during 2022 has no impact on the form requirements of registration statements
                                            on Form S-1 and Form S-4 filed during 2023 after the registrant’s loss of FPI status.
                                            These form requirements include the filing of financial information required by Rule 8-04
                                            and Article 11 of Regulation S-X, which would include financial statements of SportsHub for
                                            the latest required interim period that preceded the acquisition and the corresponding period
                                            of the prior year. The previously filed interim financial statements for the period ended
                                            June 30, 2022 and 2021 would not meet the requirements.

Response:
The Company is in the process of preparing the requested interim financial statements for SportsHub
for the period ended September 30, 2022 and 2021, including combined pro forma financial information, and will file a Form 8-K to include
such statements when available for incorporation by reference into the registration statement on Form S-1, and for inclusion in the registration
statement on Form S-4.

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    United
                                            States Securities and Exchange Commission

    August
    16, 2023

    Page
    2

2. We
                                            note your response to comment 2. To help us better understand the transaction please tell
                                            us:

 ● The
                                            percentage of Sharplink Gaming Ltd. voting stock owned by former SportsHub shareholders.
                                            This percentage should include the 8,893,803 ordinary shares of SharpLink distributed prior
                                            to the merger.

Response:
As a result of the merger, the percentage of voting stock, on a fully diluted as converted basis, owned by former SportsHub shareholders,
inclusive of the 8,893,803 shares distributed prior to the merger was approximately 40%. Prior to the merger, SportsHub held approximately
40% of the total issued and outstanding ordinary shares of SharpLink Gaming Ltd., and 31% of the fully diluted shares on an as converted
basis.

 ● Besides
                                            VP of Fantasy Sports, tell us if former managers of SportsHub hold any other positions in
                                            the Company.

Response:
None of the other former managers of SportsHub held any other positions in the Company during 2022, the year of acquisition.

In
April 2023, Jason Lee, the Controller of SportsHub applied for the position as Controller of the Company due to a vacancy in that role
at the time. He assumed that role in the Company in 2023, which was subsequent to the acquisition.

 ● Tell
                                            us if any of the current board members were associated with SportsHub prior to the acquisition.

Response:
None of the current board members of SharpLink were associated with SportsHub during 2022, the year of acquisition.

    United
                                            States Securities and Exchange Commission

    August
    16, 2023

    Page
    3

In
furtherance of this Comment #2, to better understand the merger between Sharplink and SportsHub and how it was accounted for, we are
providing the following additional information. In addition to the guidance and analysis provided to you in our response letter dated
July 28, 2023, we also considered the guidance in ASC 805-10-55-12 as provided below.

Company
History and Background

SharpLink
Inc. (“SL”) was incorporated in 2019 and was established for the purpose of becoming a leading online technology company
that connects sports fans, leagues and sports websites to relevant and timely sports betting and iGaming content.

On
July 26, 2021, SL completed a merger with Mer Telemanagement Solutions Ltd., and Israeli company (the “MTS Merger”). As a
result, of the MTS Merger, SharpLink Gaming Ltd. (“SLGL”), commenced trading on NASDAQ under the ticker symbol “SBET.”

Prior
to the MTS Merger, SL was a majority owned subsidiary of SportsHub Gaming Network (“SHGN”) and was consolidated into SHGN’s
financial statements until August 31, 2021. In connection with the MTS Merger, holders of preferred shares of SL converted their preferred
shares into ordinary shares of SLGL. As a result of the conversion and issuance of new ordinary shares, SHGN no longer had majority voting
power in SLGL as of August 31, 2021. Thereafter, SHGN no longer consolidated SL’s financial statements.

Merger
with SportsHub Gaming Network (SHGN)

For
reference purposes, as disclosed in the Form 10-K filed by SLGL on April 5, 2023, the audited financial statements of SLGL for the years
ended December 2022 and 2021 disclosed the following in Note 3 – Acquisition related to SportsHub:

On
December 22, 2022 (the “Close Date”), SLGL, through its wholly owned subsidiary, SHGN Acquisition Corp (“Acquirer”
or the “Merger Subsidiary) acquired all of the outstanding capital stock of SportsHub, via an Agreement and Plan of Merger, dated
as of September 6, 2022 (“Merger Agreement”).

The
consideration paid in the Merger Agreement was in the form of SLGL ordinary shares and the assumption of liabilities as follows:

 ● SLGL
                                            issued an aggregate of 4,319,263 ordinary shares to the equity holders of SHGN, on a fully
                                            diluted basis, of which an aggregate of 405,862 shares were subject to escrow for indemnifiable
                                            losses and for reimbursement of expenses.

 ● SLGL
                                            assumed $5,387,850 million of SHGN debt.

 ● SHGN
                                            held 8,893,803 ordinary shares in SL which were distributed to SHGN’s individual stockholders
                                            prior to the consummation of the Merger Agreement. These shares were not considered to be
                                            part of the purchase consideration.

    United
                                            States Securities and Exchange Commission

    August
    16, 2023

    Page
    4

Accounting
Acquirer Analysis Pursuant to ASC 805-10-55-12

 a. The
                                            relative voting rights in the combined entity after the business combination.

The
acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined
entity. In determining which group of owners retains or receives the largest portion of voting rights, an entity shall consider the existence
of any unusual or special voting arrangements and options, warrants, or convertible securities.

After
the consummation of the Merger Agreement, the shares outstanding on a fully-diluted, as converted basis was 33,765,484. Of these
total shares outstanding on a fully diluted basis after the Merger Agreement, the following voting shares and voting control was held
by SHGN and SLGL as a group of stockholders:

    SHGN Group:
      13,618,928
      40.33 %

    SLGL Group:
      20,146,556
      59.67 %

      33,765,484

 b. The
                                            existence of a large minority voting interest in the combined entity if no other owner or
                                            organized group of owners has a significant voting interest.

The
acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in
the combined entity.

See
our response provided above in (a).

 c. The
                                            composition of the governing body of the combined entity.

The
acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of
the governing body of the combined entity.

 ● Rob
                                            Phythian, Director: Mr. Phythian has served as Director and CEO of SL since inception in
                                            February 2019.

 ● Chris
                                            Nicholas, Director: Mr. Nicholas has served as Director and COO of SL since inception in
                                            February 2019.

 ● Joe
                                            Housman, Chairman: Mr. Housman has served as a Director since SL’s inception in February
                                            2019.

    United
                                            States Securities and Exchange Commission

    August
    16, 2023

    Page
    5

 ● Tom
                                            Doering, Director: Mr. Doering has served as a Director since SLGL completed the MTS Merger
                                            on July 26, 2021.

 ● Adrienne
                                            Anderson, Outside Director: Ms. Anderson has served as a Director since SLGL completed the
                                            MTS Merger on July 26, 2021.

 ● Scott
                                            Pollei, Outside Director: Mr. Pollei has served as a Director since SLGL completed the MTS
                                            Merger on July 26, 2021.

 ● Paul
                                            Abdo, Director: Mr. Abdo has served as a Director since SL’s inception in February
                                            2019.

 d. The
                                            composition of the senior management of the combined entity.

The
acquirer usually is the combining entity whose former management dominates the management of the combined entity.

As
denoted below, the senior management team of the combined entity is comprised of personnel from SL, since its inception in 2019, with
additional senior members added after acquisitions of FourCubed and Sports Technologies, Inc., completed in 2021 and 2020, respectively.
There are no senior members from SportsHub on the combined entity’s executive team or Board of Directors.

 1. CEO
                                            Rob Phythian. Mr. Phythian has been CEO of SLGL since the MTS Merger, and prior to that was
                                            CEO of SL since he co-founded the Company in 2019.

 2. COO
                                            Chris Nicholas. Mr. Nicholas has been COO of SLGL since the MTS Merger, and prior to that
                                            was COO of SL since he co-founded the Company in 2019.

 3. CFO
                                            Robert DeLucia. Mr. DeLucia has been the CFO of SLGL since August 2022.

 4. CTO
                                            Dave Abbott. Mr. Abbott has been the CTO of SLGL since October 2022.

 5. VP
                                            of Product Strategy Barry Carpe. Mr. Carpe has been in this position with SLGL since the
                                            MTS Merger, and prior to that was VP of Product Strategy SL since January 2019

 6. VP
                                            of Affiliate Marketing Tori Roberts. Ms. Roberts has been in this position with SLGL since
                                            the MTS Merger, and prior to that was VP Affiliate Marketing since the acquisition of FourCubed
                                            on December 31, 2021.

 7. VP
                                            of Technology Mike Szahaj. Mr. Szahaj has been in this position with SLGL since the MTS Merger,
                                            and prior to that was VP of Technology with SL since the acquisition of Sports Technologies,
                                            Inc. in November 2020.

 8. VP
                                            of Revenue Tom Masterman. Mr. Masterman has been in this position with SLGL since July 2022.

    United
                                            States Securities and Exchange Commission

    August
    16, 2023

    Page
    6

 e. The
                                            terms of the exchange of equity interests.

The
acquirer usually is the combining entity that pays a premium over the pre-combination fair value of the equity interests of the other
combining entity or entities.

Per
the Merger Agreement, SLGL’s total purchase consideration for SHGN was $6,758,137, which was comprised of $1,370,287 in ordinary
shares based on SLGL’s closing share price on December 22, 2022 and the assumption of $5,387,850 of outstanding debt. SLGL acquired
net assets of $1,789,433 in the acquisition and recorded goodwill of $4,968,703.

Based
on management’s analysis and taking into consideration all relevant facts (as noted above, including our responses in our letter
dated July 28, 2023), it was determined that SLGL was the acquirer in the acquisition of SHGN, and SHGN the acquiree.

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.