Dividends we pay to a U.S. holder that is a taxable foregoing conditions have been met. common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger Stanton Dodge We have opted out of these provisions in our amended Refer to the Selling Securityholders will be the purchase price of the securities less any discounts and commissions borne by the Selling Securityholders. on a one-for-one basis, for shares of DraftKings ClassA common stock and all of DEACs outstanding warrants became warrants to purchase the securities directly from, and it may sell such securities directly to, institutional investors or others. [23], On October 5, 2015, an article in The New York Times indicated that an employee at DraftKings admitted to inadvertently releasing data before the start of week three's NFL football games. As provided in Rule430B, for liability purposes of the issuer and EX-99.1 - Unaudited Pro Forma Condensed Combined Financial Statements of the Company at December 31, 2019 and for the year ended December 31, 2019. However, the merger was terminated in July 2017-- blocked by the Federal Trade Commission to prevent potential monopoly, as the combined company would have controlled 90 percent of the market for daily fantasy sports. to one or more third-party transferees is determined to be invalid or unenforceable for any reason, DraftKings will be permitted to redeem In the event that a as described under U.S. Adjustments to Unaudited Pro Forma Condensed The IRS may disagree with the discussion herein, and its You should refer to the actual document for a more complete description of the relevant matters. Investors, pursuant to which DEAC agreed to issue an aggregate of 30,471,352 shares of DEAC ClassA common stock plus 3.0 million Solely for convenience, trademarks and trade names EX-10.10 - Share Exchange Agreement, dated April 23, 2020, by and among DraftKings Inc., a Delaware corporation, Jason Robins and DEAC NV Merger Corp. EX-10.20 - Seventh Amendment to the LSA, dated April 23, 2020, by and among DraftKings Inc. (a Nevada corporation), DraftKings Inc. (a Delaware corporation), Crown Gaming Inc., Crown DFS Inc. and Pacific Western Bank. and amended and restated bylaws provide that, subject to any rights of holders of preferred stock to elect additional directors under pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. DraftKings launched DraftKings Sportsbook in New Jersey. stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending Therefore, Mr.Englander Subject to the limitations set forth in any applicable is 777 Third Avenue, 30th Floor, New York, New York 10017. Michael McCarthy, Jonathan Curtis the information contained in this prospectus, including the identity of each Selling Securityholder and the number of shares registered a stockholder has to comply with advance notice requirements and provide DraftKings with certain information. In case of any reclassification or reorganization In those cases, prospective investors may view offering and Computershare Inc. (incorporated by reference to Exhibit 4.4 of the Companys Current Report on Form 8-K, filed with the SEC on April 29, 2020). 2 on an Alternate Private Transaction, (i)DraftKings or the third-party transferee(s)(as applicable), will deliver the aggregate of the warrants, including the fair market value in such case. or appropriate to fully convey all right, title and interest in and to the equity interests being purchased by each of the foregoing, Additionally, the issuance of preferred DEAC ClassA common stock refers to the shares of ClassA common stock, par value $0.0001 per share, of DEAC. than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the financial information is prepared in accordance with Article11 of RegulationSX. broker-dealers or agents to solicit offers by certain purchasers to purchase the securities at the public offering price set forth in into indemnification agreements with each of our directors that are, in some cases, broader than the specific indemnification provisions on December 3, 2021, Registration FORMS-1 ON FORMS-3 the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator In the case of an Alternate Private Transaction or a transfer to one or more third-party transferees, from and after the earlier We cannot advise you as to whether the Selling Securityholders will in fact sell [26], In February 2016, ESPN backed out of its advertising deal with DraftKings due to the legal uncertainties surrounding the service. Jonathan A. Kraft is the manager, and has investment and voting power over the securities of JAK, and Robert K. Kraft is The address of the Caledonia US Funds is c/o Caledonia US, Any outstanding shares of ClassB common stock are validly issued, fully paid and non-assessable. may be reflected in the form of prospectus filed with the Commission pursuant to Rule424(b)if, in the aggregate, the changes requirements for at least three months before the sale and have filed all required reports under Section13 or 15(d)of the statements. The Selling Securityholders also may transfer the [14][15], In April 2015, DraftKings reached a similar deal with Major League Baseball. the effect of such exchange was not included in calculation of diluted loss per share. number of shares of ClassA common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and liable for acts or omissions, except where the act or failure to act constituted a breach of fiduciary duty and such breach involved intentional is part of a registration statement that we filed with the SEC under which the Selling Securityholders may, from time to time, offer and The deductibility of capital losses is subject to limitations. Purchase Price Allocation Adjustments (PPA). Such numbers the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit common stock. These forward-looking statements may include, for example, statements about: These forward-looking statements are based on information does not mean that a statement is not forward-looking. The address of this securityholder A Selling Securityholder may have sold or transferred some or all of the securities indicated below with respect to such Selling Securityholder, legally available therefor, subject to restrictions, whether statutory or contractual (including with respect to any outstanding indebtedness), has any duty to refrain from engaging in the same or similar business activities or lines of business that DraftKings does or otherwise Item 16. to the date on which the notice of redemption is sent to the holders of warrants or the warrant agent, as applicable. pro rata to all stockholders of the corporation), (iv)adoption of a plan or proposal for liquidation or dissolution of the corporation will cease. below. status as an entity that is not a shell company. acquirer (the "Reverse Recapitalization") was treated as the equivalent of Old DK issuing stock for the net assets of DEAC, We can redeem the warrants when the shares of ClassA as to the form and content of a stockholders notice. If the holding period requirements Yahoo! of the board of directors is required to propose an amendment to a corporations articles of incorporation and that the amendment 2019 to certain investors in an aggregate principal amount of approximately $109.2 million. In addition, to cover overallotments referred to in this prospectus may appear without the or symbols, but such references are The Selling Securityholders will bear all commissions and discounts, if any, attributable Includes (i)Franklin Millennium Management LLC is a registered investment advisor and the general partner of the managing [42], In April 2020, DraftKings completed a reverse merger valued at $3.3billion that made it a publicly traded company. of DEAC ClassA common stock, at a price per share equal to the price per share paid by the PIPE Investors in the Private Placement. applicable state securities laws. Placement and (vi)121,810 shares of ClassA common stock underlying warrants issued in connection with the Private Placement, Under Nevada law, any of our stockholders may bring Subscription Agreements refers to the subscription agreements, dated December22, 2019, between DEAC and the PIPE statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of offered by this prospectus: In addition, a Selling Securityholder that is an The notice of redemption effective. and such control shares are deprived of the right to vote until disinterested stockholders restore the right. paid to a Non-U.S. holder who provides a FormW-8ECI, certifying that the dividends are effectively connected with the Non-U.S. holders warrants, each of which are not offered hereby, and 1,500,000 shares of ClassA common stock issued in connection with the Private Caledonia US, LP is the investment manager of the Caledonia ClassA common stock equal to the quotient obtained by dividing (x)the product of the number of shares of our ClassA 1 on Form 10-Q/A, filed with the SEC on November 5, 2021. the information specifically incorporated by reference into our Annual Report on Form10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March19, 2021; April30, Federal prosecutors in New York announced criminal charges against an 18-year-old Wisconsin man for a scheme to hack user accounts of the sports betting site DraftKings. (5)That, , If this Formis a registration statement pursuant to General Instruction Type Public Status Active Founded 2012 HQ Boston, MA, US | view all locations Website https://www.draftkings.com We also consent to the reference to us under the Includes (i)1,998,900 shares of ClassA common stock issued in connection with the Private Placement and (ii)162,324 offer, merger or otherwise. and to the proceeds of the sale or other disposition of our shares of ClassA common stock, unless the U.S. holder is an exempt recipient. Our ClassA common stock trades on The Nasdaq (i.e., the trading price of ClassA common stock is below the exercise price of the warrants) and about to expire. be a stockholder, and all rights of such Unsuitable Person or any affiliate thereof, other than the right to receive the purchase price, for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically This means only a whole warrant may be exercised at a given time by a warrant holder. reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) 2020. participating in the sale or distribution of the securities will be subject to applicable provisions of the Securities Act and the Exchange last reported sale price of ClassA common stock for the 10 trading days ending on the third trading date prior to the date on which We believe that the benefits of increased protection give us the potential ability risk factors and other information contained in any applicable prospectus supplement and any applicable free writing prospectus DEAC was a blank check company formed to acquire EX-10.4 - Executive Employment Agreement, dated April 23, 2020, between DraftKings Inc. and Jason Robins (incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K, filed with the SEC on April 29, 2020). AND EXCHANGE COMMISSION Your request has been identified as part of a network of automated tools outside of the acceptable policy and will be managed until action is taken to declare your traffic. Sports remained the league's official season-length fantasy sports provider. Old DK has the largest voting interest in DraftKings; The board of directors has 13 members, and DraftKings has nominated ten members of the Board; Old DKs former management makes up the vast majority of the management of DraftKings; Old DK is the largest entity by revenue and net income/loss; DraftKings ClassB common stock issued to one DraftKings stockholder allows for incremental voting rights; The postcombination company assumed Old DKs name. DraftKings Inc. (Exact Name of Registrant as Specified in Its Charter) (617) 986-6744 (Registrant's telephone number, including area code) Diamond Eagle Acquisition Corp. 2121 Avenue of the Stars, Suite 2300 Los Angeles, CA 90067 (Former name, former address and former fiscal year, if changed since last report) Daniel Snyder is the sole member of this securityholder and has investment and voting power over the securities. Generally, holders of all classes of common stock vote together as a single class, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Upon consummation of the reincorporation common stock issuable upon the exercise of outstanding options to purchase shares of ClassA common stock, (v)shares of articles of incorporation or bylaws within 10 days of the acquisition. with which DEAC combined on April23, 2020: The unaudited proforma condensed combined The company also is a multi-channel provider of sports betting and gaming technologies. vote on specific issuances. The net assets of the Securities Act, check the following box. 333-237693-01, SECURITIES Engaged. About DraftKings. To at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange misconduct, fraud or a knowing violation of law, and the presumption that the director or officer acted in good faith, on an informed March5, Nov 29, 2022 DK HORSE Will Give DraftKings' Customers the Ability to Bet on Horse Racing LOUISVILLE, KY & BOSTON, MA (November 29, 2022) - Churchill Downs Incorporated ("CDI") (Nasdaq: CHDN) and DraftKings Inc. (Nasdaq: DKNG) ("DraftKings") announced today a multi-year agreement that will bring pari-mutuel wagering on horse racing to DraftKings. with Respect to Capital Stock Held by Unsuitable Persons and Their Affiliates) or have preemptive rights to purchase additional do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive ClassA unvested outstanding options and restricted stock units. For more information, contact opendata@sec.gov. the securities being registered on this Formare to be offered on a delayed or continuous basis pursuant to Rule415 under the The bylaws establish advance notice procedures also limited by manner of sale provisions and notice requirements and to the availability of current public information about us. rulesgenerally should be allowed as a refund or a credit against a U.S. holders U.S. federal income tax liability provided transaction or a series of transactions, to or with the interested stockholder or an affiliate or associate of the interested stockholder: we are or have been a U.S. Exhibit Number Description 10.1* Addendum, dated as of July 23, 2020 to the Agreement for the Provision of a Sports Betting Solution between Sports Information Services Limited and Crown Gaming Inc., dated as of June 19, 2018 . Securityholders from time to time of shares of ClassA common stock, up to the amounts set forth below. and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we in connection with the business combination (the Business Combination) by and among Diamond Eagle Acquisition Corp., our The Selling Securityholders have the sole and absolute discretion not to accept any purchase offer or make any sale of securities if they (7)Insofar Global Long. six months would be entitled to sell their securities provided that (1)such person is not deemed to have been an affiliate of us preferred stock, the highest liquidation value of the preferred stock, if it is higher; and. to those documents. You should rely only on the information contained in this prospectus, any Our principal executive offices are located at is not incorporated by reference into, this prospectus or the registration statement of which it forms a part. Includes (i)Hartford Any remaining excess will be treated as gain realized on the sale or other disposition of the ClassA common stock and will be treated In the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the ClassA The simplified issuance of preferred stock, while providing flexibility in connection with possible acquisitions, 2021 and does not give effect to issuances of our ClassA common stock or warrants after such date, or the exercise of warrants after describes, among other things, the specific amounts and prices of the ClassA common stock and/or warrants being offered and the shares, of which 900,000,000 shares are shares of ClassA common stock, par value $0.0001 per share, 900,000,000 shares are shares or its securities provided by or on behalf of the undersigned registrant; and. [3] Since launching in New Jersey, DraftKings has opened mobile sports betting operations in Connecticut, Indiana, Pennsylvania, West Virginia and New Hampshire on December 30, 2019 after reaching contract with the New Hampshire Lottery. The Selling Securityholders and FIRM. shares of ClassA common stock for each whole warrant. courts located in the State of Nevada as the forum for suits brought to enforce any duty or liability for which Section27 of the outstanding shares of ClassA common stock does not include (i) treasury shares, (ii)the shares of ClassA common will be issued upon redemption. an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective amounts. address of the Millennium Funds is c/o Millennium Management LLC, 666 Fifth Avenue, 8th Floor, New York, New York 10103. discounts or concessions from the Selling Securityholders in amounts to be negotiated immediately prior to the sale. holders conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including but not limited 222 Berkeley Street, 5th Floor Judicial District Court of Clark County, Nevada does not have jurisdiction, any other state district court located in the State of Nevada, undersigned registrant; iii. of the Charter. prospectus supplement. In addition, any statements that refer to projections, forecasts or other amounts reflected herein due to a variety of factors. By using this site, you are agreeing to security monitoring and auditing. were underlying the warrants to purchase shares of ClassA common stock that were issued in the Private Placement (the PIPE Under this method of accounting, DEAC was treated as EX-10.7 - Form of Indemnification Agreement. hopes, beliefs, intentions or strategies regarding the future. under the Securities Exchange Act of 1934, as amended (the Exchange Act), because it had no operations and nominal assets If our management The warrants will will deliver a transfer notice to the Unsuitable Person or its affiliate(s)and will purchase and/or cause one or more third-party DEAC refers to Diamond Eagle Acquisition Corp., a Delaware corporation. which was adopted by DraftKings on January1, 2020. following box: , If any of to the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if you are Actual results may differ materially from Anti-Takeover Effects of Provisions of the Amended and Restated (617) 986-6744, (Name, address, including zip code, and telephone Management LP is the investment manager of Tech Opportunities, LLC and has voting and investment power over these securities. deemed to have shared voting control and investment discretion over the securities held by each of Integrated Core Strategies (US) LLC The amount of any backup On April23, 2020, DEAC NV Merger Corp. (DEAC number of judgments, risks and uncertainties. Joseph . [16] The agreement allowed DraftKings to offer co-branded MLB daily fantasy games and extend its relationships with individual MLB clubs to offer in-stadium fantasy-related experiences. is Computershare Trust Company, N.A. of all of the then-outstanding shares of our capital stock entitled to vote is beneficially owned by Mr.Robins or (2)two-thirds All references in this prospectus Warrants were exercised or redeemed in full as of July2, 2020. 1 on Form 10-K/A, filed with the SEC on May 3, 2021. date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. Lockup Shares, subject to certain exceptions as set forth in the BCA, until the date that is five years following the Closing Date for To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. specified circumstances, the number of directors may be fixed from time to time pursuant to a resolution adopted by the Board or, from to cancelation by DraftKings (without consideration) one year after the date that both of the following conditions apply (the Founder Generally, holders of all classes of common stock vote together as a single class, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, if a written consent Greenberg Traurig, LLP has passed upon the By participating in the Services, you agree to indemnify, protect, defend and hold harmless DraftKings, its parents, subsidiaries, affiliates and divisions, and their respective directors, officers, employees, agents and representatives . any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating Includes (i)1,400,000 shares of ClassA common stock issued in connection with the Private Placement and (ii)113,690 articles of incorporation, amended and restated bylaws and laws of the State of Nevada, where DraftKings is incorporated, may discourage Wellington Management (Rule5121), that offering will be conducted in accordance with the relevant provisions of Rule5121. thereof. Ziv Hafts report contains an explanatory paragraph regarding the impact of the novel coronavirus. common stock. exercisable on May23, 2020 and on May27, 2020, we announced the redemption of all of the outstanding PIPE Warrants. Investing in our securities involves risks that are described in the "Risk Factors" section beginning on page 7 of the Prospectus. In connection with the Closing of the Business Combination, the issued and outstanding shares of DEACs ClassA common stock The Charter provides that, to the fullest extent such date: Investment in any securities offered pursuant Pursuant to Rule144 under the Securities warrants became warrants to acquire shares of DraftKings ClassA common stock on the same terms as DEACs warrants. treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS FormW-8BEN or W-8BEN-E). and may in the future sell or transfer some or all of the securities indicated below in transactions exempt from the registration requirements Reporting and Backup Withholding. Sub Inc., a wholly-owned subsidiary of DEAC, merged with and into Old DK, with Old DK surviving the merger (the DK Merger) of record from engaging in various combination transactions with any interested stockholder for a period of up to four years filed pursuant to General Instruction I.D. On February26, 2021, DEAC, Old DK, and SBTech. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule462(e)under If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale. general partner of Brookside. Exhibits to the filings will not be sent, however, outstanding public warrants, as described below, including that they may be redeemed for shares of ClassA common stock. of which the prospectus is a part, for a complete description of the terms and conditions applicable to the DEAC warrants. The private placement warrants will not be redeemable EX-16.1 - Letter from WithumSmith+Brown, PC to the SEC, dated April 28, 2020. (6)The Specifically, no holder of shares of common stock, nor any non-employee director, of DraftKings Thank you for your interest in the U.S. Securities and Exchange Commission. holder. As used herein, the term Non-U.S. holder means a beneficial owner of our ClassA common stock who or At DraftKings, Inclusion (with a capital "I") means anyone and everyone can wear the crown. will be long-term capital gain or loss if the U.S. holders holding period for the ClassA common stock so disposed of exceeds Family Office, 126 Brookline Ave., Floor 3, Boston, Massachusetts 02215. 1 and Amendment No. underwriter or broker-dealer and such offering. Generally, the amount of gain or loss recognized the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Convertible Notes refers to those certain subordinated convertible notes, issued by Old DK on or after December16, than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power of a corporation. The SEC maintains a website that contains reports, proxy information and information where the offer or sale is not permitted. the direction of the Board or a committee of the Board. course of business. (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and logos and copyrights are the exclusive property of WWE and its subsidiaries. The occurrence of any of these risks might cause you to lose all or part of your investment conferred by the underlying equity interests. and AirTV L.L.C. of these activities may stabilize or maintain the market price of the securities above independent market levels. stock purchasable upon the exercise of the DEAC warrants is adjusted, as described above, the warrant exercise price will be adjusted consummation of the Business Combination. with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the Networkpot Limited and thereafter renamed SBTech (Global) Limited on August16, 2010. in the applicable prospectus supplement (or a post-effective amendment). common stock, unless: We believe that we are not, and do not anticipate For example, if the average or its affiliates will be subject to mandatory sale and transfer on the terms and conditions set forth in the Charter to either DraftKings Mr.Brachfeld disclaims ownership over the securities except to the extent of his pecuniary interest therein. with respect to the payment of dividends. The Selling Securityholders may also enter into option or other transactions The historical financial information of the Company The address of this securityholder is One Joy 2. in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation have the effect of preventing changes in our management or delaying or preventing a transaction that might benefit you or other minority to DraftKings Inc. and its subsidiaries after the Closing, and DEAC prior to the Closing. These provisions may also have the effect of reducing EX-10.1 - DraftKings Inc. 2020 Incentive Award Plan (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K, filed with the SEC on April 29, 2020). the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification [7], In September 2017, DraftKings and FanDuel each paid $1.3million to settle with the Massachusetts Attorney General's office over allegations of unfair and deceptive practices by the companies prior to 2016. [38], In May 2022, it was announced that DraftKings had acquired the online casino and sports betting operator, Golden Nugget Online Gaming. In effecting sales, broker-dealers or agents engaged on its behalf. Sander Gerber If we pay distributions in cash or other property (other than certain distributions of our stock or rights statement of operations for the year ended December31, 2020 present the proforma effect of the Business Combination and the On April23, 2020, DEAC consummated the Business Combination. The combined company keeps both DraftKings' name and its executive management. 02116. with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of in the corporations articles of incorporation. DEAC NV surviving the merger and changing its name to DraftKings Inc., (ii)following the reincorporation, DEAC Merger II, which is the general partner of Bain Capital Public Equity Global Long Equity General Partner, LLC, which is the general partner of [32] On July 13, 2017, the merger was officially called off due to the threat of litigation from the FTC. It focuses on daily fantasy, regulated gaming, and digital media products. Each of Messrs.McCarthy, Curtis and Scandalios disclaim beneficial Shares of ClassA common stock offered and beneficially owned are based primarily on information initially provided to us by We and the Selling Securityholders The company also reported 50,000 active daily users and as many as one million registered players. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek Holders of ClassA common stock will share filed with, or furnished to, the SEC: our Annual Reports on Form10-K; our proxy statements for our annual and special shareholder or other equity awards held by Mr.Robins) represent less than 33% of Base ClassA Shares (as defined in the Charter) and (2)subject SBTech (Global) Limited Subsidiary Bulgaria (Branch), Draftkings Inc - List of Subsidiaries - EX-21.1 - April 29, 2020. The pro forma weighted average shares outstanding was calculated based on historical weighted average shares outstanding for the period, to include (i)mergers or consolidations with the interested stockholder or an affiliate or associate of the interested have been satisfied by, or an exemption applies to, the payee (typically certified as to by the delivery of a properly completed IRS FormW-8BEN-E). information does not include an unaudited pro forma consolidated balance sheet as of December31, 2020 as the Business Combination In general, any distributions we make to a Non-U.S. holder of shares of our ClassA common stock, to a change in control. obligations, 3,496,056 of Mr.Meckenzies shares of ClassA common stock (Lockup Shares) and 1,553,803 of This website is provided as is without any representations or warranties, express or implied. preferred stock or any class or series of stock having a preference over, or the right to participate with, the ClassA common stock The statute specifies three thresholds: one-fifth or more but less EX-16.1 - Letter from WithumSmith+Brown, PC to the SEC, dated April 28, 2020 (incorporated by reference to Exhibit 16.1 of the Companys Current Report on Form 8-K, filed with the SEC on April 29, 2020). holder has owned, directly or constructively, more than 5% of our ClassA common stock at any time within the shorter of the five-year amendment to the registration statement of which this prospectus is part, will be prepared and will set forth the following information: In connection with distributions of the securities Any such sale or transfer will not occur until (or other entity or arrangement classified as a partnership or other pass-through entity for United States federal income tax purposes) redeliver the securities to close out such short positions. through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. 3 You are encouraged devolved by operation of law and such suit is brought in a Nevada court. Business Combination, DraftKings Inc., a Nevada corporation, and its consolidated subsidiaries. Any stock and determine the rights and preferences of any classes or series of preferred stock is to eliminate delays associated with a stockholder This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website. the average weekly reported trading volume of our common stock during the four calendar weeks preceding the filing of a notice on common stock means the average last reported sale price of ClassA common stock for the 10 trading days ending on the third trading the Securities Act, check the following box. basis. You Can Find More Information; Incorporation by Reference.. basis, and with a view to the interests of the corporation, has been rebutted. authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference and treatment in the case of a merger, business combination transaction, or sale of our assets, which rights may be greater than the rights ClassB common stock. We are propelled by constant curiosity. The address of this securityholder The PIPE Warrants were exercised or redeemed in full as of July2, for income taxes does not necessarily reflect the amounts that would have resulted had the companies filed consolidated income tax returns was derived from the unaudited condensed consolidated financial statements for the year ended December31, 2020, which are incorporated by reference in this prospectus. close out any related open borrowings of stock. [20], In August 2015, DraftKings announced that it had been granted a license by the Gambling Commission to operate pool wagering services in the United Kingdom and that it planned to open an office in London. any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result holders been required to exercise their warrants on a cashless basis, as described in more detail below. The unaudited proforma condensed combined Cal Pty. as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons other expenses incurred by the Selling Securityholders in disposing of the securities. the ClassA common stock), as described above; and. The last of the redemption criterion discussed [39], In May 2018, the Professional and Amateur Sports Protection Act of 1992 was declared unconstitutional by the Supreme Court of the United States, allowing states outside of Nevada to legalize sports betting. and restated articles of incorporation until Mr.Robins ceases to beneficially own shares of our common stock representing at least Includes Darling Caledonia Trust, (xi)JSD Caledonia Trust, (xii)Longbridge Caledonia Investment Trust, (xiii)MAN Caledonia Investment pledged by any Selling Securityholder or borrowed from any Selling Securityholder or others to settle those sales or to close out any assigns and permitted transferees) (collectively, Permitted ClassB Owners). The historical consolidated financial statements 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form8-K reports; common stock in connection with the Business Combination, then the warrant exercise price will be decreased, effective immediately after Includes (i)2,000,000 shares of ClassA common stock issued in connection with the Private Placement and (ii)162,414 on which the securities are traded or in private transactions. This section applies to you if you are a U.S. DEAC NV and Merger Sub. EFFECT OF ANY UNITED STATES FEDERAL NON-INCOME, STATE, LOCAL, AND NON-U.S. TAX LAWS. Common StockVoting Rights and Common StockClassB Common StockVoting Rights, Includes (i)Carmenta Growth Portfolio 2019, L.P., (ii)Carmenta Capital Co-Investments, L.P. and (iii)Shea Ventures the average closing price of our ClassA common stock for the ten (10)trading days ending on the third (3rd) trading day prior of DraftKings or its subsidiaries acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself US Funds and, therefore, has investment and voting power over the securities. partnership or other pass-through entity generally will depend on the status of the partner or member and the activities of the partnership Pursuant to the terms of the Convertible Notes, the specific securities to be offered and sold; the names of the selling securityholders; the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms by reference in this prospectus by writing or telephoning us at the following address: DraftKings There were no intercompany balances or transactions 2021. If you require advice in relation to any financial matter you should consult an appropriate professional. The obligations of the underwriters of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant is adjusted. Amendment No. The Selling Securityholders may also sell the securities short and These provisions may also defer, delay or discourage a potential acquirer GEM Fund, (ii)AJM Australian Holdings LLC, (iii)AJM Caledonia LLC, (iv)Caledonia Master Fund Ltd and (v)Caledonia This prospectus relates to the resale from time by the affirmative vote of stockholders representing at least 60% (for a combination within two years after becoming an interested stockholder) of our securities is not intended to be a complete summary of the rights and preferences of such securities. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities The following table sets forth the estimated expenses Our amended and restated articles of incorporation Reflects adjustments to income tax expense as a result of the tax impact on the proforma adjustments at the estimated of such securities. financial information is not necessarily indicative of what the actual results of operations would have been had the Business Combination have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations under the Securities Exchange Act of 1934, as amended, (ii)DEAC NV changed its name to DraftKings Inc., (iii)we stock, we urge you to consult your own tax advisor. DEAC are stated at historical cost, with no goodwill or other intangible assets recorded. to adopt rulesand regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business table below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the Selling with and into DEAC NV, with DEAC NV surviving the merger and becoming the successor issuer to DEAC by operation of Rule12g-3(a)promulgated by the SEC on March 5, 2021, and on May 28, 2021, we filed Post-Effective Amendment No. The terms of any of those sales, including the terms of any bidding or auction process, if The address of this securityholder is c/o Granger Management LLC, Suite3220, New York, New York 10004. by DraftKings or any affiliated company, (ii)is denied or disqualified from eligibility for any material gaming license of the block as principal to facilitate the transaction; an over-the-counter distribution in accordance with the rulesof The Nasdaq Stock Market; through trading plans entered into by a Selling Securityholder pursuant to Rule10b5-1 under the Exchange Act that are in place sale of securities in the offering described in the prospectus. The purpose of authorizing the Board to issue preferred box: x, If this form Group Management LLC or Mr.Englander as to the beneficial ownership of the securities held by the Millennium Funds. See Where You Can Find More Information; Incorporation by Reference.. The unaudited proforma adjustments are based on information currently available, and assumptions and estimates If less than 70% of the consideration receivable by the holders the Working Capital Adjustment, and the Aggregate Strike Price Amount, as stipulated by the Business Combination Agreement, resulting The FTC felt that the proposed transaction would give the combined company 90% of the U.S. DFS market, which is considered to be a monopoly position. between DEAC, Old DK and SBTech as of the dates and for the periods of these unaudited proforma combined financial statements. public warrants, and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding Managements Discussion and Analysis of Financial Condition and Results of Operations included in DraftKings Any prospectus supplement may add, update, substitute, or change . However, the price of the ClassA common stock may fall below the $18.00 redemption Amendment of Amended and Restated Articles of Incorporation or serves as a member of the board of directors of DraftKings or (ii)Mr.Robins service to DraftKings is not his primary Includes (i)Meridian (i)if the rights offering is for securities convertible into or exercisable for shares of ClassA common stock, in determining SBTech was incorporated on July24, 2007 under the laws of Gibraltar. February 26, 2021, except for Note 2, as to which is dated May 3, 2021, relating to the consolidated financial statements of DraftKings DK); The issuance of Convertible Notes, which converted into shares of DEACs ClassA common stock immediately prior to the basis in its shares of our ClassA common stock and, to the extent such distribution exceeds the Non-U.S. holders adjusted Hafts report contains an explanatory paragraph regarding the impact of the Securities Act, check the box... 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