SharpLink Gaming Inc美股招股说明书(2025-07-17版)

Prospectus,” and together with the Base Prospectus, the “Prior Prospectus”), relating to the offer and sale of shares of our commonstock, par value $0.0001 per share, (the “Common Stock”) pursuant to the terms of that certain Sales Agreement, dated May 30, 2025, as amended on July 17, 2025, between the Company and A.G.P./Alliance Global Partners (the “Sales Agent” or “A.G.P.”) (the “SalesAgreement”). This Prospectus Supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. ThisProspectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus andany future amendments or supplements thereto.We are filing this Prospectus Supplement to amend the Prior Prospectus to update the amount of shares of Common Stock we areeligible to sell pursuant to such prospectus. With this Prospectus Supplement, we are increasing the total amount of Common Stockthat may be sold under the Sales Agreement to $6 billion, comprising of up to $1 billion under the Prior Prospectus and an additional$5 billion under this Prospectus Supplement.Prior to the Date of this Prospectus Supplement, we have made sales under the SalesAgreement having an aggregate gross sales price of approximately $720,833,885 that were sold pursuant to the Prior Prospectus. We We are also filing this Prospectus Supplement to amend the Prior Prospectus to include an amendment to the Sales Agreement betweenA.G.P. and the Company, permitting the forward sale of shares of our Common Stock.Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SBET.” On July 16, 2025, the last reported sale price ofour Common Stock on the Nasdaq Capital Market was $37.38 per share. or through a market maker other than on an exchange or otherwise, directly to A.G.P. as principal, in negotiated transactions at marketprices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. If we and A.G.P. agree on any method of distribution other than sales of shares of our Common Stock on or through the NasdaqCapital Market or another existing trading market in the United States at market prices, we will file a further prospectus supplementproviding all information about such offering as required by Rule 424(b) under the Securities Act. Under the Sales Agreement, A.G.P. is not required to sell any specific number or dollar amount of securities, but A.G.P. will act as our sales agent using commerciallyreasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor passed upon the adequacy or accuracy of this Prospectus Supplement. Any representation to the contrary is a criminal offense. A.G.P.The date of this prospectus supplement is July 17, 2025 DESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATION S-1 Stock from time to time at prices and on terms to be determined by market conditions at the time of offering, and, specifically, up to$5.0 billion under this Prospectus Supplement. This Prospectus Supplement and the documents incorporated herein by referenceinclude important information about us, the shares being offered and other information you should know before investing in our information contained in the accompanying Base Prospectus and the documents incorporated by reference into this ProspectusSupplement. To the extent there is a conflict between the information contained in this Prospectus Supplement, on the one hand, andthe information contained in the accompanying Base Prospectus or any document incorporated by reference into this ProspectusSupplement that was filed with the SEC before the date of this Prospectus Supplement, on the other hand, you should rely on the information incorporated or deemed to be incorporated by reference in this Prospectus Supplement and in any free writing prospectusthat we may authorize for use in connection with this offering. We have not, and the Sales Agents have not, authorized anyone toprovide you with information that is in addition to or different from that contained or incorporated by reference in this ProspectusSupplement. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the SalesAgent is not, offering to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the have changed since those dates.You should read this Prospectus Supplement, the documents incorporated by reference into this Prospectus Supplement and in any freewriting prospec