STOCK TITAN

Lubin group details Sharplink (SBET) 7.8% beneficial stake and warrant moves

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Sharplink, Inc. has a major shareholder group led by Joseph Michael Lubin updating its ownership after warrant exercises and estate-planning moves. Lubin now beneficially owns 16,543,084 shares of common stock, representing 7.8% of the class, based on 212,430,992 assumed shares outstanding.

His holdings include 5,154,213 shares held directly and additional shares through entities such as Consensys Software Inc., Consensys AG, Permanent Highest Power Capital LLC and Ethereal Ventures Fund II L.P. On April 15, 2026, Lubin contributed pre-funded warrants for 1,200,000 shares to PHPC LLC and then gifted PHPC’s interests to the Gradient Ascent Trust but retains beneficial ownership as PHPC’s sole manager.

That same day, CSI exercised 5,462,952 pre-funded warrants, while Lubin and PHPC exercised 5,154,213 and 1,200,000 pre-funded warrants, respectively. Lubin and CSI intend to work with Sharplink on its Ethereum Treasury Strategy, while the other reporting entities do not currently plan a direct role in the company’s business or capital structure.

Positive

  • None.

Negative

  • None.
Lubin beneficial ownership 16,543,084 shares (7.8%) Sharplink common stock based on 212,430,992 assumed shares outstanding
CSI beneficial ownership 9,131,971 shares (4.3%) Sharplink common stock including 3,455,019 shares issuable under warrants
Assumed shares outstanding 212,430,992 shares Combined total used to calculate Lubin’s 7.8% ownership
Sharplink shares outstanding 197,158,808 shares Common stock outstanding as of March 4, 2026 per 2025 10-K
CSI warrant exercises 5,462,952 pre-funded warrants Sharplink pre-funded warrants exercised on April 15, 2026 by CSI
Lubin and PHPC warrant exercises 5,154,213 and 1,200,000 warrants Pre-funded warrants exercised April 15, 2026 by Lubin and PHPC LLC
CSI non-pre-funded warrants 3,455,019 warrants Currently exercisable for newly issued Sharplink common stock
CAG and PHPC stakes 975,600 and 1,200,000 shares CAG at 0.5% and PHPC LLC at 0.6% of Sharplink common stock
beneficial ownership financial
"This Amendment No.1 ... relates to beneficial ownership of shares of the common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pre-funded warrants financial
"pre-funded warrants to purchase up to 1,200,000 shares of Common Stock held directly by Mr. Lubin"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Strategic Advisor Agreement financial
"CSI in its capacity as strategic advisor to the Issuer under the Strategic Advisor Agreement"
Ethereum Treasury Strategy financial
"intend to work with the Issuer in relation to the Issuer's Ethereum Treasury Strategy"
Reacquisition Right financial
"Mr. Lubin has the right to reacquire the assets held by the Trust ... (the "Reacquisition Right")"





820014405

(CUSIP Number)
Matt Corva
Consensys Software Inc., 5049 Edwards Ranch Road,
Ft. Worth, TX, 76109
(908) 460-6905


Sarah Constantine
Arnold & Porter Kaye Scholer LLP, 250 West 55th Street
New York, NY, 10019-9710
(212) 836-8066

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/15/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Items 7 and 9 consist of 5,154,213 shares of common stock, par value $0.0001 ("Common Stock"), of Sharplink, Inc. (formerly known as SharpLink Gaming, Inc.) (the "Issuer"), held by Mr. Lubin directly. Items 8 and 10 consist of (i) 5,676,952 shares of Common Stock held directly by Consensys Software Inc. ("CSI"), an entity that may be deemed controlled by Mr. Lubin, (ii) an aggregate of 3,455,019 shares of Common Stock issuable under non-pre-funded warrants held by CSI; (iii) 1,200,000 shares of Common Stock held directly by Permanent Highest Power Capital LLC ("PHPC LLC"); (iv) 975,600 shares of Common Stock held by Consensys AG ("CAG"), an entity that may be deemed controlled by Mr. Lubin; and (v) 81,300 shares of Common Stock held directly by Ethereal Ventures Fund II L.P, an entity in which Mr. Lubin may be deemed to share indirect control. Items 11 and 13 are calculated based on an assumed combined total of 212,430,992 shares of Common Stock outstanding. This assumed combined total outstanding of Common Stock consists of: (i) 197,158,808 shares of Common Stock outstanding as of March 4, 2026, as disclosed in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 10-K"), (ii) an aggregate of 11,817,165 shares of Common Stock issued on April 15, 2026 upon the exercise by CSI of 5,462,952 pre-funded warrants, and the exercise thereafter by Mr. Lubin of 5,154,213 and PHPC of 1,200,000 pre-funded warrants, and (iii) an aggregate of 3,455,019 non-pre-funded warrants held by CSI, all of which are currently exercisable for newly-issued Common Stock. Mr. Lubin does not have any voting or investment control over the securities held by CSI or CAG, and disclaims beneficial ownership of the Issuer's securities held by CSI and CAG. This statement shall not be deemed an admission that Mr. Lubin is the beneficial owner of the Issuer's securities held by CSI and CAG for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.


SCHEDULE 13D




Comment for Type of Reporting Person:
Items 8, 10 and 11 consist of (i) 5,676,952 shares of Common Stock held by CSI directly, and (ii) an aggregate of 3,455,019 shares of Common Stock issuable under all non-pre-funded warrants held by CSI. Item 13 is calculated based on an assumed combined total of 212,430,992 shares of Common Stock outstanding. This assumed combined total outstanding of Common Stock consists of: (i) 197,158,808 shares of Common Stock outstanding as of March 4, 2026, as disclosed in the Issuer's 2025 10-K; (ii) an aggregate of 11,817,165 shares of Common Stock issued on April 15, 2026 upon the exercise by CSI of 5,462,952 pre-funded warrants, and the exercise thereafter by Mr. Lubin of 5,154,213 and PHPC of 1,200,000 pre-funded warrants; and (iii) an aggregate of 3,455,019 non-pre-funded warrants held by CSI, all of which are currently exercisable for newly-issued Common Stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
Items 8, 10 and 11 consist of 975,600 shares of Common Stock held by CAG. Item 13 is calculated based on an assumed combined total of 208,975,973 shares of Common Stock outstanding. This assumed combined total outstanding of Common Stock consists of: (i) 197,158,808 shares of Common Stock outstanding as of March 4, 2026, as disclosed in the Issuer's 2025 10-K; and (ii) an aggregate of 11,817,165 shares of Common Stock issued on April 15, 2026 upon the exercise by CSI of 5,462,952 pre-funded warrants, and the exercise thereafter by Mr. Lubin of 5,154,213 and PHPC of 1,200,000 pre-funded warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
Items 8, 10 and 11 consist of 1,200,000 shares of Common Stock held directly by PHPC LLC. Item 13 is calculated based on an assumed combined total of 208,975,973 shares of Common Stock outstanding. This assumed combined total outstanding of Common Stock consists of (i) 197,158,808 shares of Common Stock outstanding as of March 4, 2026, as disclosed in the Issuer's 2025 10-K; and (ii) an aggregate of 11,817,165 shares of Common Stock issued on April 15, 2026 upon the exercise by CSI of 5,462,952 pre-funded warrants, and the exercise thereafter by Mr. Lubin of 5,154,213 and PHPC of 1,200,000 pre-funded warrants.


SCHEDULE 13D




Comment for Type of Reporting Person:
Items 8, 10 and 11 consist of 81,300 shares of Common Stock held directly by Ethereal Ventures Fund II L.P. ("Fund II"). The sole general partner of Fund II is Ethereal Ventures II Partners L.P., whose sole general partner is Ethereal Ventures II GP Ltd. ("EV GP"). Mr. Lubin and Hui Min Teo each have a 50% interest in EV GP and comprise its Board of Directors. Item 13 is calculated based on an assumed combined total of 208,975,973 shares of Common Stock outstanding. This assumed combined total outstanding of Common Stock consists of (i) 197,158,808 shares of Common Stock outstanding as of March 4, 2026, as disclosed in the Issuer's 2025 10-K; and (ii) an aggregate of 11,817,165 shares of Common Stock issued on April 15, 2026 upon the exercise by CSI of 5,462,952 pre-funded warrants, and the exercise thereafter by Mr. Lubin of 5,154,213 and PHPC of 1,200,000 pre-funded warrants.


SCHEDULE 13D


Joseph Michael Lubin
Signature:/s/ Joseph Michael Lubin
Name/Title:Joseph Michael Lubin
Date:04/16/2026
Consensys Software Inc.
Signature:/s/ Matthew Corva
Name/Title:Matthew Corva/ General Counsel
Date:04/16/2026
Consensys AG
Signature:/s/ Federico Soddu
Name/Title:Federico Soddu/ General Counsel
Date:04/16/2026
Permanent Highest Power Capital LLC
Signature:/s/ Joseph Michael Lubin
Name/Title:Joseph Michael Lubin/Manager
Date:04/16/2026
Ethereal Ventures Fund II L.P.
Signature:/s/ Hui Min Teo
Name/Title:Hui Min Teo/Director of Ethereal Ventures II GP Ltd, general partner of Ethereal Ventures II Partners L.P., general partner of Ethereal Ventures Fund
Date:04/16/2026

FAQ

Do other reporting entities besides Joseph Lubin plan governance or capital structure changes at Sharplink (SBET)?

Consensys AG, Permanent Highest Power Capital LLC and Ethereal Ventures Fund II L.P. state they do not currently intend to have a direct role in Sharplink’s business or capital structure. The group may buy or sell additional securities over time, but no specific additional board or capital change proposals are outlined beyond existing roles.