| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
SHARPLINK, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
200 S. Biscayne Boulevard, Miami,
FLORIDA
, 33131. |
Item 1 Comment:
This Amendment No.2 to Schedule 13D ("Amendment No. 2"), which relates to beneficial ownership of shares of the common stock, par value $0.0001 per share ("Common Stock") of Sharplink, Inc. (the "Issuer"), is being filed by the Reporting Persons named below to amend the Schedule 13D originally filed by Joseph Michael Lubin, Consensys Software Inc. ("CSI"), and Consensys AG ("CAG") on June 6, 2025 (the "Original 13D"), as amended by Amendment No. 1 thereto filed on April 16, 2026 ("Amendment No. 1" and, together with the Original 13D, the "Schedule 13D"), to reflect: (i) an increase in the number of shares of Issuer Common Stock outstanding; (ii) that on October 8, 2026, CSI sold all 5,676,952 shares of Common Stock held by it in a block trade at a price of $8.39.
This Amendment No. 2 amends the Schedule 13D as follows. |
| Item 2. | Identity and Background |
|
| (a) | Item 2 is hereby amended in its entirety to read as follows:
This Amendment No. 2 is being filed jointly by:
(i) Joseph Michael Lubin, a citizen of Canada;
(ii) Consensys Software Inc., a Delaware corporation ("CSI");
(iii) Consensys AG, a corporation incorporated in Switzerland ("CAG");
(iv) Permanent Highest Power Capital LLC, a Delaware limited liability company ("PHPC"); and
(v) Ethereal Ventures Fund II, L.P. ("Fund II")
Each of the foregoing is referred to as a "Reporting Person," and collectively as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto as Exhibit 99.1. Information with respect to the executive officers and directors of CSI and CAG, and the general partner of Fund II is set forth on Schedule 1 hereto. |
| (b) | The address for Mr. Lubin and CSI for purposes of this filing is 5049 Edwards Ranch Rd., Ft Worth, TX 76109. The address for CAG for purposes of this filing is Gartenstrasse 6, 6300 Zug, Switzerland. The address for PHPC for purposes of this filing is SAX, c/o Lisa Goldman, 1040 Avenue of the Americas 16th Floor, New York, NY 10018. The address for Fund II for purposes of this filing is Kingston Chambers, PO Box 173, Road Town, Tortola, VG1110, BVI. |
| (c) | Mr. Lubin is the CEO and a director of CSI, and Chairperson of the Board of CAG. CSI and CAG are blockchain and web3 software companies with a strategic focus on Ether, the native cryptocurrency of the Ethereum blockchain ("ETH"). Mr. Lubin is the sole manager of PHPC LLC, a limited liability company formed by Mr. Lubin for estate planning purposes. Mr. Lubin is the 50% owner (and a director) of Ethereal Ventures II GP Ltd., which is the general partner of Ethereal Ventures II Partners L.P., which is the general partner of Fund II. Fund II engages in early stage equity, equity-related, and debt investments in private companies and digital asset investments. |
| (d) | During the five years preceding the date of this filing, neither any of the Reporting Persons, nor any of the persons listed on Schedule 1, have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | See response to (d). |
| (f) | Mr. Lubin is a Canadian citizen. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby deleted in its entirety and replaced with the following:
The information set forth or incorporated in Item 3 and Item 6 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.
On October 8, 2026, CSI sold all 5,676,952 shares of Common Stock held by it in a block trade at a price of $8.39 per share. CSI effected the sale to liquidate their position.
The Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D.
From time to time, the Reporting Persons may acquire beneficial ownership of additional securities of the Issuer, by purchase or otherwise, including additional purchases of shares in the open-market or privately negotiated transactions or otherwise and upon receipt from the Issuer of future equity compensation awards for which Mr. Lubin may qualify as Chairman of the Board or member of the board of directors of the Issuer, including, but not limited to, certain derivative and restricted securities. In addition, from time to time, the Reporting Persons may dispose of all or a portion of the securities of the Issuer that are beneficially owned by such Reporting Persons.
The contribution by Mr. Lubin to PHPC LLC of pre-funded warrants to purchase up to 1,200,000 shares of Common Stock held directly by Mr. Lubin, and the gift all of the limited liability company interests in PHPC LLC to the Trust immediately thereafter, was for estate planning purposes. The pre-funded warrants beneficially owned by each of Mr. Lubin, PHPC LLC, and CSI were exercised (for a nominal exercise price) as a result of the increase in the number of shares of the Issuer's Common Stock outstanding, as such exercise is now permitted by the beneficial ownership limitations set forth in certain of such warrants. Although the exercise of such warrants increased the voting power of the Reporting Persons, it did not reflect any change in the intent of the Reporting Persons with respect to their investment in the Issuer.
Except as set forth above, at the present time, the Reporting Persons do not have any current plans or future intentions of making additional changes to the board of directors, management, or changing the number/terms of board of director members of the Issuer.
Other than as described above, the Reporting Persons do not have any plan or proposal that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated in its entirety as follows:
The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. As of the date hereof, the Reporting Persons collectively beneficially own 10,866,132 shares of Common Stock, representing approximately 4.9% of the outstanding Common Stock. |
| (b) | The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. Mr. Lubin may be deemed to control each of CSI and CAG, and as a result, may be deemed to share beneficial ownership of the Issuer's securities held directly by those entities. Mr. Lubin disclaims beneficial ownership with respect to such securities. Mr. Lubin, as the manager of PHPC LLC, may be deemed to share beneficial ownership of the Issuer's securities held directly by PHPC LLC. Mr. Lubin, as the 50% owner of Ethereal Ventures II GP Ltd., which is the general partner of Ethereal Ventures II Partners L.P., which is the general partner of Fund II, may be deemed to share beneficial ownership of the Issuer's securities held directly by Fund II with Hui Min Teo. See Schedule I. |
| (c) | Except the information set forth in this Amendment No. 2, no transactions in any of the Common Stock have been effected by the Reporting Persons (or the persons on Schedule 1 hereto) during the past sixty days. |
| (d) | None. |
| (e) | As of October 8, 2026, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Issuer's Common Stock. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended to add the following at the end thereof:
The information set forth in Item 1 and Item 4 of this Amendment No. 2 is hereby incorporated by reference in its entirety into this Item 6. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1 Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Amendment No. 1, filed with the Securities and Exchange Commission on April 16, 2026). |
