United States securities and exchange commission logo





                             August 9, 2023

       Robert DeLucia
       Chief Financial Officer
       SharpLink Gaming Ltd.
       333 Washington Avenue North, Suite 104
       Minneapolis, Minnesota 55401

                                                        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 Robert DeLucia:

              We have reviewed your July 28, 2023 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       July 24, 2023 letter.

       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.
 Robert DeLucia
SharpLink Gaming Ltd.
August 9, 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.
             Besides VP of Fantasy Sports, tell us if former managers of
SportsHub hold any other
              positions in the Company.
             Tell us if any of the current board members were associated with
SportsHub prior to
              the acquisition.


        You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371
or Robert
Littlepage, Accounting Branch Chief at 202-551-3361 if you have any questions.



FirstName LastNameRobert DeLucia                            Sincerely,
Comapany NameSharpLink Gaming Ltd.
                                                            Division of
Corporation Finance
August 9, 2023 Page 2                                       Office of
Technology
FirstName LastName