MTSL (MTSL)

[geocam]

$MTSL Now $SBET is 7M offering completed?

22M Outstanding?
75M Market cap = 3.50
110M Market Cap = 5.00

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258201

PROSPECTUS


SHARPLINK GAMING LTD.

7,275,582 Ordinary Shares
https://www.sec.gov/Archives/edgar/data/0001025561/000117891321002530/zk2126381.htm

The Offering

The selling shareholders identified beginning on page 33 of this prospectus are offering on a resale basis a total of 7,275,582 Ordinary Shares. The Ordinary Shares offered by this prospectus include (i) 1,059,914 Ordinary Shares that were issued in the Transaction in exchange for shares of Old SharpLink’s outstanding common stock, (ii) 1,931,945 Ordinary Shares issuable upon the conversion of Preferred A-1 Shares that were issued to Alpha Capital in connection with the Transaction in exchange for Old SharpLink’s outstanding Preferred A shares, (iii) 3,692,865 Ordinary Shares issuable upon the conversion of Preferred B Shares issued to Alpha Capital in connection with the Transaction in exchange for Old SharpLink’s outstanding Preferred B shares, and (iv) up to 590,858 Ordinary Shares that may be issued upon the conversion of Preferred A-1 Shares issued to the holders of our Preferred B Shares as dividends payable in kind on such Preferred B Shares through July 26, 2023 (the second anniversary of the Transaction). The total value of all the Ordinary Shares offered pursuant to this prospectus is approximately $49.5 million, based upon a per share price of $6.80, which represents the closing sale price of our Ordinary Shares as reported on the Nasdaq Capital Market on July 26, 2021(as adjusted for the Reverse Stock Split).

Ordinary Shares offered by this prospectus 7,275,582 shares

Ordinary Shares outstanding before the offering(1) 14,815,881 shares

Use of Proceeds
We will receive none of the proceeds from the sale of Ordinary Shares by the selling shareholders in this offering.

Nasdaq Symbol
SBET
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(1)
Shares outstanding prior to the offering under this prospectus do not include (i) 1,931,945 Ordinary Shares issuable upon conversion of Preferred A-1 Shares and 3,692,865 Ordinary Shares issuable upon conversion of Preferred B shares, and (iii) Ordinary Shares issuable upon the exercise of outstanding options and warrants.