SharpLink Gaming (SBET) S-4 Registration of securities issued in business combination transactions

Exhibit 107

Calculation of Filing Fee Table

FORM S-4

(Form Type)

SharpLink Gaming, Inc.*

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule		Amount Registered(1)			Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Fees to Be Paid	Equity	Common stock, par value $0.0001 per share (“Common Stock”)		457(f)(1)		2,838,036	(2)	$	2.86	(3)	$	8,116,782.96		0.00011020	$	894.47
	Equity	Series A-1 Preferred Stock, par value $0.0001 per share		457(g)		7,202	(4)	$	-	(5)	$	-		-	$	-
	Equity	Series B Preferred Stock, par value $0.0001 per share		457(g)		12,481	(6)	$	-	(5)	$	-		-	$	-
	Equity	Warrant		457(g)		5,833	(7)(8)	$	-	(5)	$	-		-	$	-
	Equity	Warrant		457(g)		2,500	(7)(9)	$	-	(5)	$	-		-	$	-
Total Offering Amounts											$	8,116,782.96			$	894.47
Total Fees Previously Paid															$	0
Total Fee Offsets(10)															$	894.47
Net Fee Due															$	0

(1)	Relates to the shares of common stock of SharpLink Gaming, Inc., a Delaware corporation (“SharpLink US” or the “Registrant”), issuable to holders of ordinary shares of SharpLink Gaming Ltd., an Israeli company (“SharpLink Israel”), in connection with the merger of SharpLink Israel with and into SharpLink Merger Sub Ltd., an Israeli company and wholly owned subsidiary of SharpLink US, with SharpLink Israel being the surviving entity and a wholly owned subsidiary of SharpLink US (the “Domestication Merger”). The number of shares of SharpLink US common stock to be registered is based on the estimated number of shares of SharpLink US Common Stock expected to be issued and underlying preferred stock and warrants convertible or exercisable for SharpLink US common stock expected to be issued pursuant to the Domestication Merger.
(2)	SharpLink US Common Stock will be issued on a 1-for-1 basis in exchange for outstanding ordinary shares of SharpLink Israel in connection with the Domestication Merger.
(3)	With respect to the shares of SharpLink US Common Stock issued pursuant to the Domestication Merger, calculated pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), based on the average of the high and low prices for SharpLink Israel Shares as reported on the Nasdaq Capital Market as of June 9, 2023.
(4)	Represents shares of Series A-1 Preferred Stock of SharpLink US that will be issued on a 1-for-1 basis in exchange for outstanding Preferred A-1 Shares of SharpLink Israel in connection with the Domestication Merger.
(5)	Because the Common Stock underlying the securities are registered hereby, no separate registration fee is required with respect to the securities registered hereby.
(6)	Represents shares of Series B Preferred Stock of SharpLink US that will be issued on a 1-for-1 basis in exchange for outstanding Preferred B Shares of SharpLink Israel in connection with the Domestication Merger.
(7)	Represents warrants of SharpLink US that will be issued on a 1-for-1 basis in exchange for outstanding warrants of SharpLink Israel in connection with the Domestication Merger.
(8)	Represents a warrant of SharpLink US in exchange of a warrant of SharpLink Israel issued to a former CEO of MTS to acquire 5,833 ordinary shares of SharpLink Israel, at an exercise price of $26.42, which vested and became immediately exercisable upon the consummation of the MTS Merger. The warrant was granted on July 21, 2021 and expires three years after the grant date.
(9)	Represents a warrant of SharpLink US in exchange of a warrant of SharpLink Israel issued to a former CEO of MTS to acquire 2,500 ordinary shares of SharpLink Israel, at an exercise price of $0, which vested and became immediately exercisable upon the consummation of the MTS Merger. The warrant was granted on July 21, 2021 and expires three years after the grant date.
(10)	Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fee due under the registration statement to which this exhibit 107 is a part by $894.47 with $3,506.53 remaining to be applied to future filings, which represents the portion of the registration fee previously paid with respect to $4,401 of unsold securities previously registered on the registration statement on Form S-4 (File No. 333-262501), initially filed on February 3, 2022 and withdrawn on December 14, 2022. Accordingly, the Registrant is not submitting additional filing fees in connection with this Registration Statement.

* SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of SharpLink Gaming, Inc., a Delaware corporation, is to be merged with and into SharpLink Gaming Ltd., an Israeli company, resulting in SharpLink Gaming Ltd. being a wholly-owned subsidiary of SharpLink Gaming, Inc., whose shares will be held by the former shareholders of SharpLink Gaming Ltd. following the issuance of the securities registered pursuant to this registration statement on Form S-4. In accordance with Rule 12g-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the shares of common stock of the registrant, SharpLink Gaming, Inc., a Delaware corporation, will be deemed to be registered under Section 12(b) of the Exchange Act as the successor to SharpLink Gaming Ltd.

Table 2: Fee Offset Claims and Sources

Registrant or Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee  Offset Claimed

Fee Paid with Fee Offset Source

Rule 457(p)

Fee Offset Claims

SharpLink Gaming Ltd.

S-4

333-262501

February 3, 2022

457(p)

Equity

Common stock, par value $0.0001 per share

$

28,348,563

$

47,909,071

Fee Offset Sources

SharpLink Gaming Ltd.

S-4

333-262501

February 3, 2022

$

4,401