SharpLink Gaming Ltd. (Nasdaq:SBET) (“SharpLink” or the “Company”), a pioneer of smart, data-driven sports betting conversion solutions for the emerging U.S. sports betting and iGaming industries, today announced that it has filed a registration statement with the U.S. Securities and Exchange Commission (“SEC”) pursuant to which it intends to change its jurisdiction of incorporation from Israel to Delaware.
Rob Phythian, SharpLink’s CEO, stated,
“After careful consideration, our Board of Directors and management team believes that domesticating into the U.S. as a Delaware corporation is in the Company’s best interests since almost all of our business and operations are now located in and conducted from the U.S. and a substantial majority of our outstanding ordinary shares are held by U.S. residents. We also believe that the Company and our shareholders will benefit from Delaware’s well-established principles of corporate law and governance. We do not expect this change will have any impact on our day-to-day operations.”
In order to effect the domestication, the Company entered into an agreement and plan of merger with its newly-formed Delaware subsidiary, SharpLink Gaming, Inc. (“SharpLink Delaware”) and a newly-formed, wholly-owned subsidiary of SharpLink Delaware formed under Israeli law. Pursuant to the merger agreement, the newly-formed Israeli subsidiary will merge with and into the Company, with the Company surviving such merger and becoming a wholly-owned subsidiary of SharpLink Delaware. In the merger, each outstanding ordinary and preferred share of the Company will automatically be exchanged for one share of SharpLink Delaware common stock or preferred stock, as applicable, and all outstanding options and warrants to purchase ordinary shares of the Company will convert to the right to purchase the same number of shares of common stock of SharpLink Delaware. The Company expects that the common stock of SharpLink Delaware will continue trading on the Nasdaq Capital Market under the same SBET trading symbol when the domestication merger becomes effective.
After the SEC has declared the registration statement relating to the domestication effective, the Company will hold a special meeting of its shareholders at which it will seek approval for the U.S. domestication. Details of such shareholder meeting will be announced at a later date. Subject to shareholder approval, the Company currently expects the domestication to become effective in the second quarter of 2022.
Source: official website SharpLink Gaming