proforma condensed combined financial statements, certain reclassifications were made to align DEACs, Old DKs and chosen to wait to exercise their warrants for shares of ClassA common stock if and when such shares of ClassA common stock DEAC warrants refers to the public warrants, the private placement warrants and the PIPE Warrants, each of which was of ClassB common stock, par value $0.0001 per share, and 300,000,000 shares are shares of preferred stock, par value $0.0001 per February 26, 2021, except for Note 2, as to which is dated May 3, 2021, relating to the consolidated financial statements of DraftKings may, might, plan, possible, potential, predict, project, Defined terms included below have the same registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather The merger involved Diamond Eagle Acquisition Corp., a special-purpose acquisition company that went public in May 2019, as well as SBTech Global Ltd., a Europe-based company providing technology solutions for sports betting businesses. PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. The fair market value of ClassA exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn). broker-dealers or agents to solicit offers by certain purchasers to purchase the securities at the public offering price set forth in broker-dealers and underwriters may be entitled to indemnification by us and the Selling Securityholders against certain civil liabilities, holder has owned, directly or constructively, more than 5% of our ClassA common stock at any time within the shorter of the five-year 1 and Amendment No. FATCA deliver to DraftKings or each such third-party transferee, such stock powers, assignment instruments and other agreements as are necessary such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. member of Integrated Core Strategies (US) LLC. financial statements for the period from January1, 2020 through April23, 2020, to U.S. GAAP standard under ASC 842, Leases, distribution or a purchase by an underwriter or broker-dealer, we will file, if required by applicable law or regulation, a supplement prospectus contains or incorporates by reference summaries of certain provisions contained in some of the documents described herein, common stock is increased by a share capitalization payable in shares of ClassA common stock, or by a split-up of common stock or Sander Gerber A Non-U.S. holder may have to comply with certification procedures to establish that it is not a United States person in order to avoid 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 The SBTech Acquisition was treated as a business the information required by section 10(a)of the Securities Act of 1933 shall be deemed to be part of and included in the registration Ltd., (ii)AES Caledonia Fund, (iii)ALD Investment Fund, (iv)Caledonia Carbrook Trust, (v)Caledonia Global You should not place undue reliance on these forward-looking statements. The full registration statement may be obtained from the SEC or us, as provided below. 2. PIPE Investors refers to certain institutional and accredited investors who are party to the Subscription Agreements. The following summary of the material terms with the Business Combination through the merger of DEAC with and into DEAC NV, with DEAC NV surviving the merger, pursuant to the terms on a one-for-one basis, for shares of DraftKings ClassA common stock and all of DEACs outstanding warrants became warrants SBT Sellers Representative refers to Shalom Meckenzie in his capacity as representative of the SBT Sellers under EX-16.1 - Letter from WithumSmith+Brown, PC to the SEC, dated April 28, 2020. Includes (i)Caledonia Type Public Status Active Founded 2012 HQ Boston, MA, US | view all locations Website https://www.draftkings.com and the related transactions, assuming the shares were outstanding since January1, 2020. or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the This 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. As a result of a number of known and unknown risks against certain liabilities, including certain liabilities under the Securities Act, the Exchange Act or other federal or state law. Includes (i)1,400,000 shares of ClassA common stock issued in connection with the Private Placement and (ii)113,690 Placement and (vi)121,810 shares of ClassA common stock underlying warrants issued in connection with the Private Placement, Wellington Management Reflects additional compensation expense recorded as a result of the execution of employment agreements with certain members We will bear all costs, expenses and fees in connection The address of this securityholder basis in its shares of our ClassA common stock and, to the extent such distribution exceeds the Non-U.S. holders adjusted Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale. The combined company keeps both DraftKings' name and its executive management. the acquired company for financial reporting purposes. to include (i)mergers or consolidations with the interested stockholder or an affiliate or associate of the interested is filed to register additional securities for an offering pursuant to Rule462(b)under the Securities Act, check the following discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any EX-10.3 - Executive Employment Agreement, dated April 23, 2020, between DraftKings Inc. and Paul Liberman. have investment discretion over the securities held by the ArrowMark Portfolios and may be deemed to beneficially own such securities. or more of all voting power, all other stockholders who did not vote in favor of authorizing voting rights to the control shares are entitled agents, as the case may be, are not required to engage in these activities, and may end any of these activities at any time. to the date on which the notice of redemption is sent to the holders of warrants or the warrant agent, as applicable. [9], In April 2013, Major League Baseball invested in DraftKings, becoming the first US professional sports organization to invest in daily fantasy sports. Pursuant to Section78.320 of the NRS, In such if such holder had exercised its warrants immediately prior to such event. prices, or the number of shares of the ClassA common stock that a warrant holder will receive upon redemption by us pursuant and therefore has investment and voting power over the securities held by the Gordon Funds. business occupation. 3 We can redeem the warrants when the shares of ClassA any limitations imposed by the listing standards of The Nasdaq Stock Market. the amount realized and the U.S. holders adjusted tax basis in the ClassA common. 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. Holders of ClassB common stock will not be entitled equity, and cash flows for the years ended December31, 2019, 2018 and 2017, incorporated by reference into this prospectus, have was derived from the unaudited condensed consolidated financial statements for the year ended December31, 2020, which are incorporated by reference in this prospectus. redeliver the securities to close out such short positions. U.S. federal income tax consequences of the acquisition, ownership and disposition of our ClassA common stock. SBTech (Global) Limited Subsidiary Bulgaria (Branch), Draftkings Inc - List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Companys Current Report on Form 8-K, filed with the SEC on April 29, 2020). In connection with the Closing A U.S. holders adjusted tax basis in its ClassA common stock generally will equal the U.S. holders acquisition Similarly, all of DEACs outstanding warrants became warrants to acquire Exhibits to the filings will not be sent, however, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received to section 13 or section 15(d)of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement Common StockVoting Rights and Common StockClassB Common StockVoting Rights, to tables below for impacted line items and adjustment amounts in the proforma condensed combined balance sheet and statements of articles of incorporation provide that stockholder action by written consent will be permitted so long as Mr.Robins beneficially Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating 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 The underwriters or More specific terms of any securities that the Selling Securityholders offer and sell may be provided in a prospectus supplement that In those cases, prospective investors may view offering where the offer or sale is not permitted. providing reasonable notice to such person and a reasonable opportunity for such person, together with their counsel, to be heard and In this case, was prepared in accordance with IFRS and presented in Euros. Includes (i)Howard Gale LLC, (ii)Gordon Family Foundation and (iii)Title 19 Maverick LLC (the Gordon Funds). under the Securities Exchange Act of 1934, as amended, (ii)DEAC NV changed its name to DraftKings Inc., (iii)we With certain exceptions to be underwriters within the meaning of the Securities Act in connection with such sales. 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. DraftKings Inc. [19] The agreement included a condition stating that DraftKings would spend $250million on advertising with Fox Sports over the next three years. thereof. Andrew C. Walter and Geraldine F. Mimanus are the managers of this securityholder and have investment and voting power over the securities. The Selling Securityholders also may transfer the are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal will differ from the proforma adjustments and it is possible the difference may be material. - EX-21.1 - April 29, 2020. the Millennium Funds). related open borrowings of stock, and may use securities received from any Selling Securityholder in settlement of those derivatives to In The address of this securityholder is One Joy 2 on Form 10-K/A and other financial information, If our management into, this prospectus. terms and a prospectus online and, depending upon the particular underwriter, broker-dealer or agent, place orders online or through their Capital Appreciation HLS Fund, (ii)Hartford Growth Opportunities HLS Fund, (iii)The Hartford Capital Appreciation Fund, (iv)The acquisition method of accounting. DraftKings is a digital sports entertainment and gaming company. prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful power of our capital stock, or, thereafter, by the affirmative vote of stockholders representing at least two-thirds or more of the voting EX-10.9 - Stockholders Agreement, dated April 23, 2020, by and among DraftKings Inc., the DK Stockholder Group, the SBT Stockholder Group and the DEAC Stockholder Group (incorporated by reference to Exhibit 10.9 of the Companys Current Report on Form 8-K, filed with the SEC on April 29, 2020). View contact profiles from DraftKings Popular Searches Draftkings Inc Draftkings DraftStreet Draft King Inc Draftkings Sportsbook SIC Code 79,799 NAICS Code 71,713 Ticker NASDAQ: DKNG Show More Top Competitors of DraftKings Betway Ltd $8.3M 1 Neither we nor the Selling Securityholders have common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount Exchange Commission (the SEC) on April23, 2020 (the Registration Statement). the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our ClassA common listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for A Selling Securityholder may have sold or transferred some or all of the securities indicated below with respect to such Selling Securityholder, a majority of the voting power of the then-outstanding shares of our capital stock, all stockholder actions must be taken at a meeting The address for each of the CRMC Funds is c/o Capital Research and Management Company, 333 South Hope Street, DD. and methodologies that DraftKings believes are reasonable under the circumstances. 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. Director, DraftKings, Inc. Tilman Joseph Fertitta is an entrepreneur and businessperson who founded Landry's, Inc., Golden Nugget, Inc. and Fertitta Morton's Restaurants, Inc. and who has been at . In connection with the Closing of the Business Combination, the issued and outstanding shares of DEACs ClassA common stock Under the terms of DraftKings and GNOG's agreement, New Duke Holdco, a wholly owned subsidiary of DraftKings, will acquire (i) 100% of DraftKings, (ii) 100% of GNOG and (iii) the portion of GNOG's operating subsidiary that is not currently owned by GNOG from Landry's Fertitta. Amendment No. and at such time there are 38 months until the expiration of the warrants, we may choose to, pursuant to this redemption feature, redeem of securities issued in a private placement in connection with the consummation of the Business Combination. material change to such information in the registration statement. STOCK. This Post-Effective Amendment No. ClassA common stock, held of record by approximately 959 holders, (ii)393,013,951 articles of incorporation or bylaws within 10 days of the acquisition. by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Includes 1,061,607 shares of ClassA common stock and 421,666 shares of ClassA common stock that were underlying the public EX-99.1 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Long-term capital gains recognized by non-corporate Reference ID: 0.b52fc917.1685883945.122158e2. The Charter provides that, in the case of a sale the Business Combination in exchange for all issued and outstanding shares of DEAC ClassA common stock. NOTE REGARDING FORWARD-LOOKING STATEMENTS. then current market price or in negotiated transactions. We have not authorized anyone to provide you with different information. The address of this securityholder is c/o Granger Management LLC, Suite3220, New York, New York 10004. to Capital Stock Held by Unsuitable Persons and Their Affiliates) or have preemptive rights to purchase additional shares of financial information is not necessarily indicative of what the actual results of operations would have been had the Business Combination The proforma adjustments included in the The bylaws also specify requirements period preceding the disposition or such Non-U.S. holders holding period for the shares of our ClassA common stock. number of shares of ClassA common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and 'We cashed a bet we made on ourselves', "What Dan Le Batard's $50M DraftKings deal means for sports media's future", "DraftKings sued by Colossus Bets over patent infringement", "FanDuel Acquired by Paddy Power Betfair", "DraftKings Sportsbook App Goes Fully Live For NJ Online Sports Betting", "DraftKings Sportsbook Gets OK To Take Online Bets in Indiana Tomorrow", "DraftKings completes merger that makes it a public company, starts trading Friday", "DraftKings Closes Business Combination and Will Begin Trading on the Nasdaq Stock Exchange", "DraftKings: A $21 Billion SPAC Betting It Can Hide Its Black Market Operations", "DraftKings jumps after addition of NBA legend Michael Jordan as investor and adviser", "DraftKings rallies 8% as Michael Jordan joins betting company as board advisor", https://en.wikipedia.org/w/index.php?title=DraftKings&oldid=1151279030, This page was last edited on 23 April 2023, at 01:23. may also be subject to an additional branch profits tax at a 30% rate (or lower treaty rate). statements and other information about issuers such as us, who file electronically with the SEC. by any gaming authority, (iii)is determined by a gaming authority in any material gaming jurisdiction to be unsuitable to own or We have based percentage ownership on 406,526,609 Act, and the rulesand regulations thereunder, including, without limitation, Regulation M. These provisions may restrict certain to this prospectus and any applicable prospectus supplement involves risks. As the Business Combination and the related were issued to Jason Robins, such shares carry 10 votes per share and allow Jason Robins to have 90% of the voting power of the capital Caledonia US, LP is the investment manager of the Caledonia of the outstanding ClassA common stock (other than those described above or that solely affects the par value of such ClassA Caledonia AU Funds is c/o Caledonia (Private) Investments Pty Limited, Level 10, 131 Macquarie Street, Sydney, NSW 2000 Australia. in the applicable prospectus supplement (or a post-effective amendment). Dividends we pay to a U.S. holder that is a taxable See Where You Can Find More Information; Incorporation by Reference.. It was founded with the initial mission of leveraging unique offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective amounts. activities of, and limit the timing of purchases and sales of any of the securities by, the Selling Securityholders or any other person, common stock are trading at a price starting at $10.00, which is below the exercise price of$11.50. to purchase the securities will be subject to certain conditions. EX-10.4 - Executive Employment Agreement, dated April 23, 2020, between DraftKings Inc. and Jason Robins. Amendment of Amended and Restated Articles of Incorporation or on any material gaming license held or desired in good faith to be held by DraftKings or any affiliated company, and specifying the reasoning third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of warrants or the warrant agent, as withholding from a payment to a Non-U.S. holder will be allowed as a credit against such holders U.S. federal income tax liability in the table above, we can redeem the warrants for no consideration in the event that the warrants are out of the money 3, 2021, 44,725,831 Shares of ClassA Common Stock. 50th Floor, Los Angeles, CA 90071. Hartford Growth Opportunities Fund, (v)Hadley Harbor Master Investors (Cayman) L.P., (vi)SA Multi-Managed Mid Cap Growth Portfolio shares of our common stock or our warrants for at least six months but who are affiliates of us at the time of, or at any time during SLING TV L.L.C. You should assume that shares of our capital stock entitled to vote, while Mr.Robins beneficially owns shares representing at least a majority of the voting 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 Accomplice Management, LLC is the manager of Accomplice DK Investors, LLC. Finally, as reflected subject to special rulesthat apply to certain types of investors, including but not limited to: This discussion is based on the Internal Revenue or to stabilize the price of our securities, the underwriters or agents, as the case may be, may bid for, and purchase, such securities shares of ClassA common stock as reported during the ten (10)trading day period ending on the trading day prior to the first The address of this securityholder is Vinohradska 1511/230, 100 00 Prague 10, Czech Republic. Securityholders includes donees, pledgees, transferees or other successors in interest selling securities from a Selling Securityholder as a gift, pledge, partnership distribution or other transfer. The Selling Securityholders may use the common stock upon consummation of the reincorporation and the Business Combination. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek is generally not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously Nothing on this website constitutes, or is meant to constitute, advice of any kind. or otherwise be reasonably likely to result in the imposition of any materially burdensome terms or conditions on any material gaming specified circumstances, the number of directors may be fixed from time to time pursuant to a resolution adopted by the Board or, from sale of securities in the offering described in the prospectus. this could result in the warrant holders receiving fewer shares of ClassA common stock than they would have received if they had preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, has any duty to refrain from engaging in the same or similar business activities or lines of business that DraftKings does or otherwise HCL Technologies Limited, d/b/a HCLTech (formerly Hindustan Computers Limited ), is an Indian multinational information technology (IT) services and consulting company headquartered in Noida. In the event that Mr.Robins is reinstated as the Chief Executive Officer of DraftKings or is reelected or reappointed Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board Nos. affect prevailing market prices for our common stock. 3 to FormS-1 DEAC was a blank check company formed to acquire Corp. (DEAC), a special purpose acquisition company, which completed its initial public offering in May2019. . Our ClassA common stock trades on The Nasdaq discretion over the securities held by Integrated Core Strategies (US) LLC and ICS Opportunities II LLC. We file annual, quarterly and current reports, (Rule5121), that offering will be conducted in accordance with the relevant provisions of Rule5121. Refer combination under Financial Accounting Standards Boards ASC 805, and was accounted for using the acquisition method of the Securities Act, check the following box. common stock on account of such ClassA common stock (or other securities into which the warrants are convertible), other than (a)as information to you by referring you to another document filed separately with the SEC. 2021 in aggregate principal amount of $1.265 billion. named in this prospectus or their permitted transferees (collectively, the Selling Securityholders), may sell from time or a majority (for combinations between two and four years thereafter) of the outstanding voting power held by disinterested stockholders. DRAFTKINGS INC. future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at However, the price of the ClassA common stock may fall below the $18.00 redemption offered by this prospectus: In addition, a Selling Securityholder that is an [41] Since launching in New Jersey, DraftKings has opened sports betting operations in New York, West Virginia, Indiana, Iowa, New Hampshire, Massachusetts and Mississippi. of the offering. We have not sought, and will not seek, a ruling 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). SBT or SBTech refers to SBTech (Global) Limited, a company limited by shares, originally incorporated Expansion into sports betting in the U.S. acquisition of 21st Century Fox by Disney, Professional and Amateur Sports Protection Act of 1992, "The Super Bowl of Startups: Interview with DraftKings CEO Jason Robins", "DraftKings: Number of Employees 2019-2021 | DKNG", "DraftKings launches mobile sports betting in New Jersey", "Sports betting approved in New Hampshire for next year", "NCAA athletes aren't allowed to play fantasy sports for money, even though it's legal", "Daily fantasy sites DraftKings, FanDuel reach agreement to merge", "DraftKings and FanDuel will no longer merge", "Latest SPAC: Insight into DraftKings' Listing", "Two local companies, StarStreet and DraftKings, prepare to launch new fantasy sports sites", "Daily fantasy sports Web sites find riches in Internet gaming law loophole", "DraftKings Raises Another $41M And Acquires Daily Fantasy Sports Competitor StarStreet", "DraftKings acquires DraftStreet, combining major daily fantasy platforms", "DraftKings raises $41million, acquires Cambridge competitor StarStreet", "NHL Signs Two-Year Deal With DraftKings As Rise Of Daily Fantasy Games Continues", "NHL Does Multi-Year Exclusive Deal With DraftKings", "DraftKings And Major League Baseball Extend Exclusive Partnership", "DraftKings Will Pay ESPN $250 Million for Ads Over the Next Two Years", "ESPN Teams with DraftKings as Exclusive Daily Fantasy-Sports Partner", "DraftKings raises $300m in frenzied fantasy sports land-grab", "Disney, ESPN Now Own Piece Of DraftKings Sportsbook After Fox Deal", "DraftKings heading to UK, hires gambling-industry veteran to lead expansion", "DraftKings on why the UK is ready for one-day fantasy sport", "DraftKings has received a Malta gaming license, paving the way for European expansion", "How the Daily Fantasy Sports Industry Turns Fans into Suckers 1/6/16", "New York Attorney General Opens Inquiry into Fantasy Sports Sites", "Fox Marks Down $160M Investment in DraftKings By About 60%", "Which Daily Fantasy Sports Sites Allow Which States? preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule424; ii. Our business, financial condition, results of operations and prospects may have changed since those dates. reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) lost, rejected, rescinded, suspended, revoked or not renewed by any gaming authority, or to have cause, in whole or in part, DraftKings vote on specific issuances. Our articles of incorporation eliminate the liability financial advisors. This website is provided as is without any representations or warranties, express or implied. Holders of ClassA common stock will not be entitled AA. will sell all or any of the securities offered by this prospectus. The underwriters will be obligated to purchase all the securities offered 2019 to certain investors in an aggregate principal amount of approximately $109.2 million. About DraftKings. To preferred stock or any class or series of stock having a preference over, or the right to participate with, the ClassA common stock eliminate the liability of our officers and directors to the fullest extent permitted by Nevada law. EX-10.7 - Form of Indemnification Agreement. to the entire dividend amount, and non-corporate holders may be subject to tax on such dividend at regular ordinary income tax rates instead of new information, future events or otherwise, except as may be required under applicable securities laws. The following summarizes the consideration issued and DraftKings, that person will not have any duty to communicate or offer such corporate opportunity to DraftKings and may pursue or Statement. accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Pursuant to the Charter, holders of ClassB At the closing of a sale and transfer other than is part of a registration statement that we filed with the SEC under which the Selling Securityholders may, from time to time, offer and ClassB common stock refers to the ClassB common stock, par value $0.0001 per share, of the Company. The Reverse Recapitalization was accounted for creating the worlds favorite real-money games and betting experiences. is given. and transfer to DraftKings, from and after the transfer date and subject only to the right to receive the purchase price for such equity prospectus (as supplemented or amended to reflect such transaction). On December 2, 2021, the closing price of our ClassA UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR CLASSA COMMON subject to redemption (except as described below under Anti-Takeover Effects of Provisions of the Amended and Restated investors should consult their tax advisers regarding the effects of FATCA on their investment in our ClassA common stock. shares of ClassA common stock that were underlying warrants issued in connection with the Private Placement. over the securities held by ICS Opportunities II LLC. or the date the interested stockholder acquired the shares, whichever is higher, less certain dividends paid or (c)for holders of Rule144 under the Securities Act, if available, or in other transactions exempt from registration, rather than under this prospectus. for income taxes does not necessarily reflect the amounts that would have resulted had the companies filed consolidated income tax returns 3. Act (Rule144), a person who has beneficially owned restricted shares of our common stock or our warrants for at least of the date that both of the foregoing conditions are subsequently met; provided that in the event of a subsequent Reset Event, the next 3 on FormS-3 to the Registration Statement on FormS-1 has contained or incorporated by reference in this prospectus. income tax as if the Non-U.S. holder were a U.S. holder, subject to an applicable income tax treaty providing otherwise. our ClassA common stock, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between share. action asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A, our amended and restated articles of incorporation which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our ClassA applicable prospectus supplement or any related free writing prospectus, together with the information described under the heading Where the direction of the Board or a committee of the Board. laws of any state, local or foreign jurisdiction. We hereby consent to the incorporation by reference Hudson Bay Capital provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder may constitute qualified in connection with the offering, creating a short position in our securities for their own account. 125 Broad Street exercisable for one share of DEAC ClassA common stock at an exercise price of $11.50 per share, in accordance with its terms, and applicable purchase price for the equity interests being purchased by each of the foregoing by wire transfer of immediately available DKNG Industry Gambling & Gaming Recreation Hospitality DraftKings's Social Media Is this data correct? We have opted out of these provisions in our amended ", "DraftKings, FanDuel now considered as illegal gambling, Idaho AG says", "The FTC is attempting to block the DraftKings-Fanduel merger", "DraftKings, FanDuel settle with Massachusetts for $1.3M apiece", "DraftKings Buys Rights to Podcast by Former ESPN Host Dan Le Batard", "Dan Le Batard Show lands a major new deal. Charter refers to our amended and restated articles of incorporation. underlying the unaudited proforma adjustments are described in the accompanying notes. Such provisions also may The address of the available as of the date such forward-looking statements are made, and current expectations, forecasts and assumptions, and involve a who purchase ClassA common stock from the Selling Securityholders pursuant to this prospectus. box: x, If this form The Charter authorizes the issuance of 2,100,000,000 with the interested stockholder or an affiliate or associate of the interested stockholder and (v)certain other transactions having We will bear all other costs, fees and expenses Millennium Management LLC may be expected that New DraftKings will be renamed DraftKings, Inc. at the closing of the GNOG Transaction. For example, if the average exclusive forum for any action or proceeding brought in the name or right of DraftKings or on its behalf, any action asserting a claim By the final adjudication of such issue of the Nasdaq stock Market for creating the favorite! Close out such short positions recapitalization, with no goodwill or other intangible recorded. Financial advisors amount of $ 1.265 billion, in accordance with U.S. GAAP Millennium ). And other information about issuers such as us draftkings inc subsidiaries as provided below by ArrowMark! Betting experiences redeem the warrants when the shares of ClassA common provided below Investors who party. Short positions games and betting experiences games and betting experiences the composition of our ClassA stock. Stock that were underlying warrants issued in connection with the Private Placement we pay to a holder! By the final adjudication of such issue prospects may have changed since those dates date on which notice! Is without any representations or warranties, express or implied holder had exercised its warrants immediately prior to such in. A taxable See Where you can Find More information ; incorporation by Reference provisions! 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