2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
(310) 209-7280
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (“Exchange Act”).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

​

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

☐

​

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

New DraftKings Class A common stock.The Cash Consideration will be funded from the following sources: (1) proceeds available from the trust account established in connection with DEAC’s initial public offering (the “trust account”), after giving effect to any and all redemptions; and (2) proceeds from private placements of shares of DEAC’s Class A common stock to certain institutional investors to occur immediately prior to the closing of the Business Combination (the “Closing”), of which DEAC currently has commitments for $304.7 million of proceeds (the “Private Placement”).

On the effective date of the reincorporation, the currently issued and outstanding shares of DEAC Class B common stock will automatically convert, on a one-for-one basis, into shares of DEAC Class A common stock in accordance with the terms of the amended and restated certificate of incorporation of DEAC (the “Current Charter”). In connection with the Closing, the currently issued and outstanding shares of DEAC Class A common stock will be exchanged, on a one-for-one basis, for shares of New DraftKings Class A common stock. Similarly, all of DEAC’s outstanding warrants will become warrants to acquire shares of New DraftKings Class A common stock on the same terms as DEAC’s currently outstanding warrants. In addition, on the effective date, all of DEAC’s outstanding units (each of which consists of one share of DEAC Class A common stock and one-third of one warrant to purchase one share of DEAC Class A common stock) will be separated into its component share of Class A common stock and one-third of one warrant.

Subject to approval by DEAC Stockholders of the Business Combination Proposal, the Reincorporation Proposal and the Charter Proposal, New DraftKings will adopt a dual class stock structure comparable to the one that will be in effect at DraftKings immediately prior to the Closing, comprised of Class A common stock, which will carry one vote per share, and Class B common stock, which will carry 10 votes per share. Upon the Closing, all stockholders of New DraftKings will hold only shares of New DraftKings Class A common stock, except for Mr. Robins, who will hold shares of New DraftKings Class A common stock and shares of New DraftKings Class B common stock. Immediately following the Closing, and by virtue of his holdings of New DraftKings Class A common stock and New DraftKings Class B common stock, Mr. Robins is expected to hold approximately 90% of the voting power of the capital stock of New DraftKings on a fully-diluted basis. The New DraftKings Class B common stock will not be entitled to dividends and will have only a nominal participation in any liquidation of New DraftKings, which participation will rank junior to the New DraftKings Class A common stock. The New DraftKings Class B common stock is also subject to a “sunset” if Mr. Robins no longer (i) serves in a senior executive or board role, or (ii) holds more than a specified amount of New DraftKings shares. See “Description of New DraftKings Securities — New DraftKings Common Stock — Class B Common Stock — Mandatory Cancellation.”

This proxy statement/prospectus covers the following securities of New DraftKings to be issued in the reincorporation: (i) 50,000,000 shares of New DraftKings Class A common stock, representing (A) currently issued and outstanding public shares, and (B) shares of DEAC Class A common stock that will be issued immediately prior to the reincorporation upon conversion of 10,000,000 shares of DEAC Class B common stock in accordance with the Current Charter and (ii) 19,666,667 shares of New DraftKings Class A common stock underlying the 19,666,667 warrants to purchase shares of DEAC Class A common stock that will be converted into warrants to purchase shares of New DraftKings Class A common stock in connection with the Business Combination.

DEAC’s units, shares of Class A common stock and public warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “DEACU,” “DEAC” and “DEACW,” respectively. DEAC intends to apply to continue the listing of the shares of New DraftKings Class A common stock and public warrants effective upon the consummation of the Business Combination on Nasdaq under the proposed symbols “DKNG” and “DKNGW,” respectively.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 46 of this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus, passed upon the fairness of the BCA or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [ ], 2020, and is first being mailed to DEAC stockholders on or about [ ], 2020.

DIAMOND EAGLE ACQUISITION CORP.

2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 9, 2020

TO THE STOCKHOLDERS OF DIAMOND EAGLE ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of Diamond Eagle Acquisition Corp., a Delaware corporation (“DEAC,” “we,” “us” or “our”), will be held at 10:00 a.m., New York City Time, on April 9, 2020, at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166. Due to concerns about the coronavirus (COVID-19) and warnings from public officials regarding public gatherings, we may hold the Special Meeting solely by means of remote communication or provide for the ability of stockholders to attend the Special Meeting by means of remote communication. In that event, we will announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on our website at http://eagleinvestmentpartners.com/ and filed with the U.S. Securities and Exchange Commission as supplemental proxy material. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(a)

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the business combination agreement, dated as of December 22, 2019 (as may be amended from time to time, the “BCA” or the “Business Combination Agreement”), by and among DEAC, DraftKings Inc., a Delaware corporation (“DraftKings”), SBTech (Global) Limited, a company limited by shares, originally incorporated in Gibraltar and continued as a company under the Isle of Man Companies Act 2006, with registration number 014119V (“SBTech”), DEAC NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of DEAC (“DEAC Nevada”), DEAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of DEAC (“Merger Sub”), the shareholders of SBT party thereto (the “SBT Sellers”) and the SBT Sellers’ Representative, pursuant to which (i) DEAC will merge with and into DEAC Nevada, with DEAC Nevada surviving the merger (the “reincorporation”), (ii) following the reincorporation, Merger Sub will merge with and into DraftKings, with DraftKings surviving the merger (the “DK Merger”), (iii) immediately following the DK Merger, DEAC Nevada will acquire all of the issued and outstanding share capital of SBTech and (iv) DEAC Nevada will be renamed DraftKings Inc. (the transactions contemplated by the BCA, the “Business Combination” and such proposal, the “Business Combination Proposal”);

​

(b)

Proposal No. 2 — The Reincorporation Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the change of DEAC’s jurisdiction of incorporation from the State of Delaware to the State of Nevada through the reincorporation. In connection with the reincorporation, DEAC will replace its current amended and restated certificate of incorporation (the “Current Charter”) with the proposed amended and restated articles of incorporation (the “Proposed Charter”) of DEAC Nevada, to be renamed DraftKings Inc. following the reincorporation (“New DraftKings”) (we refer to such proposal as the “Reincorporation Proposal”);

​

(c)

Proposal No. 3 — The Charter Proposal — to consider and vote upon a proposal to approve, assuming each of the Business Combination Proposal and the Reincorporation Proposal is approved and adopted, the Proposed Charter of New DraftKings in connection with the reincorporation (we refer to such proposal as the “Charter Proposal”);

​

(d)

Proposal No. 4 — The Advisory Charter Proposals — to approve and adopt, on a non-binding advisory basis, certain differences between the Current Charter and the Proposed Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as nine separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):

​

(1)

Advisory Charter Proposal A — New DraftKings will have 2,100,000,000 shares of authorized capital stock, which will consist of  (i) 900,000,000 shares of Class A common stock of New DraftKings, par value $0.0001 per share (“New DraftKings Class A common stock”), (ii) 900,000,000 shares of Class B common stock of New DraftKings, par value $0.0001 per share (“New DraftKings Class B common stock”) and (iii) 300,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to DEAC having 401,000,000 shares of capital stock authorized, consisting of  (i) 380,000,000 shares of Class A common stock of DEAC, par value $0.0001 per share (“DEAC Class A common stock”), (ii) 20,000,000 shares of Class B common stock of DEAC, par value $0.0001 per share (“DEAC Class B common stock”) and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share;

​

(2)

Advisory Charter Proposal B — Holders of shares of New DraftKings Class A common stock will be entitled to cast one vote per share of New DraftKings Class A common stock and holders of shares of New DraftKings Class B common stock will be entitled to cast 10 votes per share of New DraftKings Class B common stock on each matter properly submitted to New DraftKings’ stockholders entitled to vote, as opposed to each share of DEAC Class A common stock and DEAC Class B common stock being entitled to one vote per share on each matter properly submitted to DEAC’s stockholders entitled to vote;

​

(3)

Advisory Charter Proposal C — Each member of the board of directors of New DraftKings will be elected at each annual meeting of stockholders (or special meeting in lieu thereof), as opposed to DEAC having three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term;

​

(4)

Advisory Charter Proposal D — Any action required or permitted to be taken by the stockholders of New DraftKings may be taken by written consent until the time that Mr. Robins no longer beneficially owns at least a majority of the voting power of the capital stock of New DraftKings, as opposed to only holders of shares of DEAC Class B common stock having the ability to take stockholder action by written consent;

​

(5)

Advisory Charter Proposal E — The Eighth Judicial District Court of Clark County, Nevada, or under certain circumstances another state or federal court located within the State of Nevada, will be the exclusive forum for certain actions and claims, as opposed to the Court of Chancery of the State of Delaware or under certain circumstances another state or federal court located within the State of Delaware;

​

(6)

Advisory Charter Proposal F — Amendments to certain provisions of the Proposed Charter will require either the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding capital stock of New DraftKings or the affirmative vote of the holders of a majority of the voting power of the outstanding capital stock of New DraftKings, depending on the number of shares of New DraftKings capital stock beneficially owned by Mr. Robins at such time, as opposed to amendments to certain provisions of the Current Charter requiring an amendment to be conducted in accordance with Delaware law, subject to certain exceptions;

​

(7)

Advisory Charter Proposal G — The bylaws of New DraftKings may be amended, altered, rescinded or repealed or adopted either (x) by the New DraftKings board of directors or (y) (i) the affirmative vote of the holders of at least two-thirds of the voting power of the capital stock of New DraftKings or (ii) the affirmative vote of the holders of a majority of the voting power of the outstanding capital stock of New DraftKings, depending on the number of shares of New DraftKings capital stock beneficially owned by Mr. Robins at such time, as opposed to the bylaws of DEAC requiring the approval of a majority of the board of directors of DEAC or by the holders of a majority of DEAC’s outstanding shares;

​

(8)

Advisory Charter Proposal H — The number of directors will be fixed and may be modified either (i) by the New DraftKings board of directors or (ii) by the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding capital stock of New DraftKings, depending on the number of shares of New DraftKings capital stock beneficially owned by Mr. Robins at such time, as opposed to the number of directors being determined by DEAC’s board of directors; and

​

(9)

Advisory Charter Proposal I — The Proposed Charter will provide New DraftKings with certain rights to require the sale and transfer of New DraftKings capital stock owned or controlled by any stockholders that fail to comply with applicable gaming laws or their affiliates, and otherwise prohibit the transfer of New DraftKings capital stock to such persons, as opposed to no such provisions in the Current Charter.

​

(e)

Proposal No. 5 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal and the Charter Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market, the issuance of  (x) shares of New DraftKings Class A common stock to the current DraftKings equity holders (the “DK Equityholders”) and the SBT Sellers pursuant to the terms of the BCA and (y) shares of DEAC Class A common stock to certain institutional investors (the “PIPE Investors”) in connection with the Private Placement, including shares to be issued upon conversion of the Convertible Notes, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (we refer to this proposal as the “Stock Issuance Proposal”);

​

(f)

Proposal No. 6 — The Incentive Award Plan Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the DraftKings Inc. 2020 Incentive Award Plan (we refer to this proposal as the “Incentive Award Plan Proposal” and, collectively with the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposal and the Stock Issuance Proposal, the “condition precedent proposals”); and

​

(g)

Proposal No. 7 — The Employee Stock Purchase Plan Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the DraftKings Inc. Employee Stock Purchase Plan (we refer to this proposal as the “ESPP Proposal”).

​

(h)

Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the BCA is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

​

Only holders of record of shares of DEAC’s Class A common stock and Class B common stock (collectively, “DEAC common stock”) at the close of business on March 20, 2020 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, DEAC’s board of directors has determined that each of the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Award Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of DEAC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of DEAC’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of DEAC and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of DEAC’s Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.

Under the BCA, the approval of each of the condition precedent proposals is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal.

In connection with our initial public offering, our initial stockholders (consisting of Eagle Equity Partners, LLC, a Delaware limited liability company (our “Sponsor”), and Harry E. Sloan) and our directors at the time of our initial public offering entered into a letter agreement to vote their shares of DEAC Class B common stock purchased prior to our initial public offering (the “founder shares”), as well as any shares of DEAC Class A common stock sold as part of the units by us in our initial public offering (the “public shares”) purchased by them during or after our initial public offering, in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, our initial stockholders own approximately 20% of our total outstanding common stock.

Pursuant to DEAC’s Current Charter, a holder of public shares (a “public stockholder”) may request that DEAC redeem all or a portion of its public shares (which would become shares of New DraftKings Class A common stock in the Business Combination) for cash if the Business Combination is consummated. As a public stockholder, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

​

(ii)

prior to 5:00 p.m., New York City Time, on April 7, 2020, (a) submit a written request to Continental Stock Transfer & Trust Company, DEAC’s transfer agent (the “transfer agent”), that DEAC redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).

​

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of   $250,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of December 31, 2019, this would have amounted to approximately $10.10 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing (as defined below). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that DEAC instruct its transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/​prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as

defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Under the BCA, DEAC has agreed to combine with DraftKings and SBT for approximately $2.7 billion (with the apportionment of shares as among DEAC, DraftKings and SBTech equity holders based on the liquidation value of DEAC Class A common stock), of which (A) approximately $2.055 billion will be paid to (i) the current equityholders of DraftKings, including Jason Robins, the Chief Executive Officer of DraftKings (and of New DraftKings following the completion of the Business Combination) (the “DK Equityholders”) in the form of shares of Class A common stock of New DraftKings, valued at the redemption price for DEAC’s public shares in the Business Combination, plus in the case of Mr. Robins, a number of shares of Class B common stock of New DraftKings as a result of which he will have approximately 90% of the voting power of the capital stock of New DraftKings on a fully-diluted basis and (ii) holders of vested options and warrants exercisable for DraftKings equity in the form of newly issued options and warrants of New DraftKings exercisable for New DraftKings Class A common stock and (B) approximately €590 million will be paid to the SBT Sellers and holders of vested in-the-money options exercisable for equity of SBT, consisting of  (i) €180 million in cash, subject to customary net debt and working capital adjustments as well as certain other specified items (the “Cash Consideration”) payable in respect of the SBT shares and Cashed-Out SBT Options and (ii) approximately €410 million in shares of New DraftKings Class A common stock, valued at the redemption price for DEAC’s public shares in the Business Combination, and in the form of newly issued in-the-money vested options of New DraftKings exercisable for New DraftKings Class A common stock. Outstanding options exercisable for DraftKings or SBT equity (other than Cashed-Out SBT Options, for which the holders will receive a portion of the Cash Consideration for such options) will be converted into options exercisable for shares of New DraftKings Class A common stock. After the execution of the BCA, DraftKings granted restricted stock units to certain of its employees, which will be converted into restricted stock units denominated in New DraftKings Class A common stock. The Cash Consideration will be funded from the following sources: (1) proceeds available from the trust account established in connection with DEAC’s initial public offering, after giving effect to any and all redemptions; and (2) proceeds from the private placements of shares of DEAC’s Class A common stock and warrants of DEAC pursuant to the Subscription Agreements to certain institutional investors to occur immediately prior to the closing of the Business Combination (the “Closing”) at a purchase price of  $10.00 per share, of which DEAC currently has commitments for $304.7 million of proceeds (the “Private Placement”).

Under the terms of the BCA, the Closing is subject to certain conditions, including, among other things, (i) approval by DEAC Stockholders, DraftKings’ stockholders and SBT’s shareholders of the Business Combination Agreement, the Business Combination and certain other actions related thereto, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) certain approvals or other determinations from certain gaming regulatory authorities, as applicable, and the absence of a material adverse regulatory event with respect to DraftKings and SBT, (iv) DEAC having at least $400 million of cash at the Closing (the “Minimum Proceeds Condition”), consisting of cash held in the trust account after giving effect to redemptions of public shares, if any, and proceeds from the Private Placement, (v) the effectiveness of the registration statement, of which this proxy statement/prospectus forms a part and (vi) the listing of the shares of New DraftKings to be issued in the Business Combination on Nasdaq. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. The required approvals of DraftKings’ stockholders and SBT’s shareholders were obtained prior to the date of this proxy statement/prospectus.

In connection with satisfying the Minimum Proceeds Condition, DEAC entered into subscription agreements (the “Subscription Agreements”) with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase immediately prior to the Closing an aggregate of 30,471,352 shares of DEAC Class A common stock at a purchase price of  $10.00 per share, and DEAC has agreed to issue to the PIPE Investors an aggregate of 3.0 million warrants to purchase shares of DEAC Class A common

stock that are identical to DEAC’s public warrants. In connection with the Closing, all of the issued and outstanding shares of DEAC Class A common stock, including the shares of DEAC Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New DraftKings Class A common stock. In addition, all of DEAC’s outstanding warrants will become warrants to acquire shares of New DraftKings Class A common stock on the same terms as DEAC’s currently outstanding warrants.

In connection with the Closing, our Sponsor and Mr. Sloan (together, the “DEAC Founders”) will deposit 5,280,000 of their founder shares into escrow and forfeit 720,000 of their founder shares to New DraftKings, and New DraftKings will issue 720,000 new shares of Class A common stock into escrow for the SBT Earnout Group (as defined below) pursuant to the BCA (collectively, the “Earnout Shares”). Pursuant to the BCA, the Earnout Shares will be released from escrow to the DEAC Founders (the “DEAC Earnout Group”), the SBT Sellers (the “SBT Earnout Group”) and the DK Equityholders and holders of former DraftKings options that were converted into options to purchase a number of shares of New DraftKings Class A Common Stock and holders of former DraftKings restricted stock units that were converted into New DraftKings restricted stock units (together, the “DK Earnout Group”) upon the achievement of certain earnout targets based upon the volume weighted average share price of New DraftKings Class A common stock ranging from $12.50 to $16.00. The members of the DEAC Earnout Group will each be entitled to receive their respective pro rata shares (as among the DEAC Earnout Group) of 3,000,000 Earnout Shares. The members of the DK Earnout Group will each be entitled to receive their respective pro rata shares (as among the DK Earnout Group) of 2,280,000 Earnout Shares. The members of the SBT Earnout Group will each be entitled to receive their respective pro rata shares (as among the SBT Earnout Group) of 720,000 Earnout Shares. Any Earnout Shares not eligible to be released by the four-year anniversary of the Closing Date will be forfeited to New DraftKings and canceled, and no earnout recipient will have any rights with respect thereto.

In addition, at the Closing, New DraftKings will enter into a Stockholders Agreement (the “Stockholders Agreement”) with the DEAC Founder Group (defined below) and the independent directors of DEAC (the “DEAC Stockholder Group”), certain DK Equityholders consisting of the executive officers and directors of DraftKings and 1% and greater stockholders of DraftKings and excluding any shares acquired via the Private Placement (the “DK Stockholder Group”) and the SBT Sellers (the “SBT Stockholder Group” and, together with the DEAC Stockholder Group and the DK Stockholder Group, the “Stockholder Parties”), pursuant to which, among other things, (i) the DK Stockholder Group, the SBT Sellers’ Representative as of the date of the BCA and the DEAC Stockholder Group will have the right to nominate ten, two and one director(s), respectively, to the initial board of directors of New DraftKings, subject to certain independence requirements, (ii) the shares of New DraftKings common stock held by the Stockholder Parties will be subject to certain transfer restrictions and (iii) New DraftKings will provide certain registration rights for the shares of New DraftKings common stock held by the members of the Stockholder Parties.

Subject to approval by DEAC Stockholders of the Business Combination Proposal, the Reincorporation Proposal and the Charter Proposal, New DraftKings will adopt a dual class stock structure comparable to the one that will be in effect at DraftKings immediately prior to the Closing, comprised of Class A common stock, which will carry one vote per share, and Class B common stock, which will carry 10 votes per share. Upon the Closing, all stockholders of New DraftKings will hold only shares of New DraftKings Class A common stock, except for Mr. Robins, who will hold shares of New DraftKings Class A common stock and shares of New DraftKings Class B common stock. Immediately following the Closing, and by virtue of his holdings of New DraftKings Class A common stock and New DraftKings Class B common stock, Mr. Robins is expected to hold approximately 90% of the voting power of the capital stock of New DraftKings on a fully-diluted basis. The New DraftKings Class B common stock will not be entitled to dividends and will have only a nominal participation in any liquidation of New DraftKings, which participation will rank junior to the New DraftKings Class A common stock. The New DraftKings Class B common stock is also subject to a “sunset” if Mr. Robins no longer (i) serves in a senior executive or board role, or (ii) holds more than a specified amount of New DraftKings shares. See “Description of New DraftKings Securities — New DraftKings Common Stock — Class B Common Stock — Mandatory Cancellation.”

All DEAC stockholders are cordially invited to attend the Special Meeting in person. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of DEAC common stock, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on certain proposals because such action would not count as a vote cast at the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/​prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing DEAC.info@investor.morrowsodali.com. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/diamondeagleacquisitioncorp/sm2020.

Thank you for your participation. We look forward to your continued support.

This notice was mailed by DEAC on March 20, 2020.

ii

iii

iv

v

vi

vii

viii

SELECTED DEFINITIONS

•

“BCA” or “Business Combination Agreement” refers to the Business Combination Agreement, dated as of December 22, 2019, by and among DEAC, DraftKings, SBT, the SBT Sellers party thereto, the SBT Sellers’ Representative, DEAC Nevada and Merger Sub.

​

•

“Board” refers to DEAC’s board of directors, DraftKings’ board of directors or New DraftKings’ board of directors, as the context suggests.

​

•

“Business Combination” refers to the transactions contemplated by the BCA.

​

•

“Closing” refers to the closing of the Business Combination.

​

•

“Closing Date” refers to the date on which the Closing actually occurs.

​

•

“condition precedent proposals” means the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposal, the Stock Issuance Proposal and the Incentive Award Plan Proposal.

​

•

“Continental” refers to Continental Stock Transfer & Trust Company, the transfer agent, warrant agent and escrow agent of DEAC.

​

•

“DEAC” refers to Diamond Eagle Acquisition Corp., a Delaware corporation.

​

•

“DEAC Class A common stock” refers to the shares of Class A common stock, par value $0.0001 per share, of DEAC.

​

•

“DEAC Class B common stock” refers to the shares of Class B common stock, par value $0.0001 per share, of DEAC.

​

•

“DEAC Founder Group” refers to Eagle Equity Partners, LLC, Harry E. Sloan, Jeff Sagansky and Eli Baker.

​

•

“DEAC Liquidation Value” refers to the quotient obtained by dividing (I) the aggregate amount on deposit in DEAC’s trust account as of two business days prior to the Closing (including interest) not previously released to DEAC to fund DEAC’s working capital requirements (subject to an annual limit of   $250,000) and/or to pay DEAC’s taxes, by (II) the total number of shares of Class A common stock of DEAC that were sold in DEAC’s initial public offering and outstanding as of two business days prior to the Closing.

​

•

“DEAC Stockholders” refers to, collectively, holders of shares of DEAC Class A common stock and holders of shares of DEAC Class B common stock, but does not include the PIPE Investors.

​

•

“dollars” or “$” refers to U.S. dollars.

​

•

“DraftKings” refers to DraftKings Inc., a Delaware corporation.

​

•

“founder shares” refers to shares of DEAC Class B common stock initially purchased by our Sponsor in a private placement prior to our initial public offering and the shares of DEAC Class A common stock that will be issued upon the automatic conversion of the shares of DEAC Class B common stock in connection with the Closing.

​

•

“Merger Sub” refers to DEAC Merger Sub Inc., a Delaware corporation.

​

•

“New DraftKings” refers to DraftKings Inc., a Nevada corporation and the combined company following the consummation of the Business Combination.

​

•

“New DraftKings Class A common stock” refers to the shares of Class A common stock, par value $0.0001 per share, of New DraftKings.

​

•

“New DraftKings Class B common stock” refers to the shares of Class B common stock, par value $0.0001 per share, of New DraftKings.

​

•

“PIPE Investors” refers to certain institutional investors who are party to the Subscription

​

2

Agreements, pursuant to which DEAC has agreed to issue an aggregate of 30,471,352 shares of DEAC Class A common stock and 3.0 million warrants to the PIPE Investors immediately before the Closing, at a purchase price of  $10.00 per share, which will be exchanged for shares of New DraftKings Class A common stock upon consummation of the Business Combination.

•

“Private Placement” refers to the issuance of an aggregate of 30,471,352 shares of DEAC Class A common stock and 3.0 million warrants pursuant to the Subscription Agreements to the PIPE Investors immediately before the Closing, at a purchase price of  $10.00 per share.

​

•

“private placement warrants” refers to the 6,333,334 warrants initially issued to our Sponsor and Harry Sloan in a private placement simultaneously with the closing of DEAC’s initial public offering, each of which is exercisable for one share of DEAC Class A common stock at an exercise price of $11.50 per share, in accordance with its terms.

​

•

“public shares” refers to shares of DEAC Class A common stock sold as part of the units in DEAC’s initial public offering (whether they were purchased in that offering or thereafter in the open market).

​

•

“public stockholders” refers to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” will only exist with respect to such public shares.

​

•

“public warrants” refers to the warrants to purchase shares of DEAC Class A common stock sold as part of the units in DEAC’s initial public offering, each of which is exercisable for one share of DEAC Class A common stock at an exercise price of  $11.50 per share, in accordance with its terms (whether they were purchased in that offering or thereafter in the open market).

​

•

“record date” refers to March 20, 2020, the date for determining the DEAC Stockholders entitled to receive notice of and to vote at the Special Meeting.

​

•

“Reincorporation Merger Agreement” refers to the Agreement and Plan of Merger, dated as of March 12, 2020, by and among DEAC and DEAC Nevada.

​

•

“SBT” or “SBTech” refers to SBTech (Global) Limited, a company limited by shares, originally incorporated in Gibraltar and continued as a company under the Isle of Man Companies Act 2006, with registration number 014119V.

​

•

“SBT Sellers” refers to each of the holders of capital stock of SBT party to the BCA.

​

•

“SBT Sellers’ Representative” refers to Shalom Meckenzie in his capacity as representative of the SBT Sellers under the BCA.

​

•

“Special Meeting” refers to a special meeting of DEAC Stockholders on April 9, 2020 at 10:00 a.m., New York City Time, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, New York 10166 (or such other location or means of communication as we may determine) to vote on matters relating to the Business Combination.

​

•

“Stockholders Agreement” refers to the Stockholders Agreement, in the substantial form attached hereto as Annex B and to be entered at or prior to Closing, among New DraftKings and the DEAC Founder Group and the independent directors of DEAC (the “DEAC Stockholder Group”), certain equityholders of DraftKings consisting of the executive officers and directors of DraftKings and 1% and greater stockholders of DraftKings and excluding any shares acquired via the Private Placement (the “DK Stockholder Group”) and the SBT Sellers (the “SBT Stockholder Group” and, together with the DEAC Stockholder Group and the DK Stockholder Group, the “Stockholder Parties”).

​

•

“Subscription Agreements” refers to the subscription agreements, dated December 22, 2019, between DEAC and the PIPE Investors, pursuant to which DEAC has agreed to issue an aggregate of 30,471,352 shares of DEAC Class A common stock plus 3.0 million warrants to the PIPE Investors immediately before the Closing at a purchase price of  $10.00 per share. The warrants to be issued to the PIPE Investors will be identical to DEAC’s public warrants.

​

3

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement/prospectus and in our registration statement on Form S-1 filed in connection with our initial public offering. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before you grant your proxy or instruct how your vote should be cast or vote on the proposals to be put to the Special Meeting, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect DEAC, DraftKings, SBT, or, following the consummation of the Business Combination, New DraftKings.

5

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Special Meeting. DEAC urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

DEAC is proposing to consummate the Business Combination with DraftKings and SBT. DEAC, DEAC Nevada, Merger Sub, DraftKings, SBT, the SBT Sellers and the SBT Sellers’ Representative have entered into the BCA, the terms of which are described in this proxy statement/prospectus. A copy of the BCA is attached hereto as Annex A. DEAC urges its stockholders to read the BCA in its entirety. The BCA provides, among other things, for (i) the reincorporation of DEAC as a Nevada corporation, (ii) following the reincorporation, the merger of Merger Sub with and into DraftKings, with DraftKings surviving the merger and (iii) the acquisition of all of the issued and outstanding equity interests of SBT from its shareholders by New DraftKings.

​

The BCA must be adopted by the DEAC Stockholders in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and DEAC’s Current Charter. DEAC is holding a Special Meeting to obtain that approval. DEAC Stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the BCA and thereby approve the Business Combination.

THE VOTE OF DEAC STOCKHOLDERS IS IMPORTANT. DEAC STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q:

Why is DEAC proposing the business combination?

​

A:

DEAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

​

Based on its due diligence investigations of DraftKings and SBT and the industries in which they operate, including the financial and other information provided by DraftKings and SBT in the course of DEAC’s due diligence investigations, the DEAC board of directors believes that the Business Combination with DraftKings and SBT is in the best interests of DEAC and its shareholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.

Although DEAC’s board of directors believes that the Business Combination with DraftKings and SBT presents a unique business combination opportunity and is in the best interests of DEAC and its stockholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — DEAC’s Board of Directors’ Reasons for Approval of the Business Combination” for a discussion of the factors considered by DEAC’s board of directors in making its decision.

Q:

When and where will the Special Meeting take place?

​

A:

The Special Meeting will be held at 10:00 a.m., New York City Time, on April 9, 2020, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, New York, 10166 (or such other location or means of communication as we may determine) unless the Special Meeting is adjourned.

​

6

Q:

What matters will be considered at the Special Meeting?

​

A:

The DEAC Stockholders will be asked to consider and vote on the following proposals:

​

•

a proposal to adopt the BCA and approve the Business Combination (the “Business Combination Proposal”);

​

•

a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the change of DEAC’s jurisdiction of incorporation from the State of Delaware to the State of Nevada (the “reincorporation” and such proposal, the “Reincorporation Proposal”) through the merger of DEAC with and into DEAC Nevada, with DEAC Nevada surviving the merger and being renamed DraftKings Inc.;

​

•

a proposal to approve, assuming the Business Combination Proposal and the Reincorporation Proposal are approved and adopted, the proposed amended and restated articles of incorporation (the “Proposed Charter”) of New DraftKings (the “Charter Proposal”);

​

•

a proposal to approve, on a non-advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter (the “Advisory Charter Proposals”);

​

•

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal and the Charter Proposal are approved and adopted, the issuance of (i) shares of New DraftKings Class A common stock to the DK Equityholders and the SBT Sellers pursuant to the terms of the BCA and (ii) shares of DEAC Class A common stock to the PIPE Investors and the holders of Convertible Notes, including any additional shares of DEAC Class A common stock pursuant to subscription agreements we may enter into prior to Closing (the “Stock Issuance Proposal”);

​

•

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the DraftKings Inc. 2020 Incentive Award Plan (the “Incentive Award Plan Proposal”);

​

•

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Reincorporation Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the DraftKings Inc. Employee Stock Purchase Plan (the “ESPP Proposal”); and

​

•

to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the BCA is not satisfied or waived (the “Adjournment Proposal”).

​

Q:

Is my vote important?

​

A:

Yes. The Business Combination cannot be completed unless the BCA is adopted by the DEAC Stockholders holding a majority of the votes cast on such proposal and the other condition precedent proposals achieve the necessary vote outlined below. Only DEAC Stockholders as of the close of business on March 20, 2020, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The DEAC Board unanimously recommends that such DEAC Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Reincorporation Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

​

7

Q:

If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

​

A:

No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

​

Q:

What DEAC Stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

​

A:

The Business Combination Proposal.   Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by DEAC Stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal.

​

Our initial stockholders have agreed to vote their shares in favor of the Business Combination. The initial stockholders own approximately 20% of our outstanding shares prior to the Business Combination. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of approximately 38% of the remaining shares to approve the Business Combination.

The Reincorporation Proposal.   Approval of the Reincorporation Proposal requires the affirmative vote of a majority of the outstanding DEAC Shares entitled to vote thereon. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

The Charter Proposal.   Approval of the Charter Proposal requires the affirmative vote of the holders of at least a majority of the outstanding DEAC Shares entitled to vote thereon, voting as a single class. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

The Advisory Charter Proposals.   Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by DEAC Stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The Stock Issuance Proposal.   Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by DEAC Stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The Incentive Award Plan Proposal.   Approval of the Incentive Award Plan Proposal requires the affirmative vote of a majority of the votes cast by DEAC Stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The ESPP Proposal.   Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by DEAC Stockholders present in person or represented by a proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The Adjournment Proposal.   Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by DEAC Stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

8

Q:

What will DraftKings’ equity holders receive in connection with the DK Merger?

​

A:

The aggregate value of the consideration paid in respect of DraftKings is approximately $2.055 billion, which will be paid to (i) the DK Equityholders in the form of shares of New DraftKings Class A common stock valued at the redemption price for DEAC’s public shares in the Business Combination, plus in the case of Jason Robins, a number of shares of New DraftKings Class B common stock as a result of which he will have approximately 90% of the voting power of the capital stock of New DraftKings on a fully-diluted basis and (ii) holders of vested DraftKings options and warrants exercisable for DraftKings equity in the form of newly issued options and warrants of New DraftKings exercisable for New DraftKings Class A common stock. In addition, outstanding unvested options exercisable for DraftKings equity will be converted into unvested options exercisable for shares of New DraftKings Class A common stock and outstanding restricted stock units will be converted into restricted stock units denominated in shares of New DraftKings Class A common stock.

​

Q:

What will SBT’s equity holders receive in return for the acquisition of SBT by New DraftKings?

​

A:

The aggregate consideration payable to the SBT Sellers and holders of vested in-the-money options exercisable for equity of SBT is approximately €590 million, consisting of  (i) €180 million in cash, subject to customary net debt and working capital adjustments as well as certain other specified items, payable in respect of the SBT shares and 30% of the in-the-money vested SBT options and (ii) approximately €410 million in shares of New DraftKings Class A common stock, valued at the redemption price for DEAC’s public shares in the Business Combination, and in the form of newly issued vested in-the-money options exercisable for New DraftKings Class A common stock.

​

Q:

What equity stake will current DEAC Stockholders, DK Equityholders and the SBT Equityholders hold in New DraftKings immediately after the consummation of the Business Combination?

​

A:

It is anticipated that, upon completion of the Business Combination, the ownership interests in New DraftKings will be as set forth in the table below, applying a DK Share Exchange Ratio of 0.3556 and an SBT Share Exchange ratio of 995.2 (and a $1.079 to €1.00 exchange rate)(1):

​

(1)

Calculation excludes shares held by DraftKings’ non-accredited investors that will be cashed out at Closing.

​

(2)

Assumes that holders of 30,564,789 public shares exercise their redemption rights in connection with the Business Combination (maximum redemption scenario based on $403,961,209 held in trust as of December 31, 2019 and a redemption price of  $10.10 per share).

​

(3)

Includes the holders of the Convertible Notes.

​

The ownership percentages set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the closing of the Business Combination), (b) the Earnout Shares to be held in escrow and subject to release to the DEAC Earnout Group, the DK Earnout Group and the SBT Earnout Group in accordance with the terms of the BCA or (c) the issuance of any shares upon completion of the Business Combination under the DraftKings Inc. 2020 Incentive Award Plan, a copy of which is attached to this proxy statement/prospectus as Annex G, but

9

does include 3,658,858 of founder shares, which, on the effective date of the Business Combination, will be exchanged, on a one-for-one basis, for shares of New DraftKings Class A common stock. If the actual facts are different than the assumptions set forth above, the percentage ownership numbers set forth above will be different.

For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

In addition, there are currently outstanding an aggregate of 19,666,667 warrants to acquire shares of DEAC Class A common stock, which comprise 6,333,334 private placement warrants held by our initial stockholders and 13,333,333 public warrants. Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing for one share of Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New DraftKings Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of DEAC Class A common stock is issued as a result of such exercise, with payment to DEAC of the exercise price of  $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 19,666,667 shares, with approximately $226,166,670 paid to DEAC to exercise the warrants.

Furthermore, subject to approval by DEAC Stockholders of the Business Combination Proposal, the Reincorporation Proposal and the Charter Proposal, in connection with the Closing, New DraftKings will adopt a dual class stock structure and Mr. Robins will receive, in addition to shares of Class A common stock of New DraftKings, a number of shares of Class B common stock of New DraftKings which will have 10 to 1 voting rights as compared to the shares of New DraftKings Class A common stock, such that as of immediately following the completion of the Business Combination, Mr. Robins will have approximately 90% of the voting power of the capital stock of New DraftKings on a fully-diluted basis.

Q:

Why is DEAC proposing the reincorporation?

​

A:

Our Board believes that there are significant advantages to New DraftKings that will arise as a result of being domiciled in Nevada. Further, our Board believes that the direct benefits that Nevada corporation law provides to a corporation will also indirectly benefits DEAC Stockholders, who will become the owners of New DraftKings. The Board believes that there are several reasons why a reincorporation in Nevada is in the best interests of New DraftKings and the DEAC Stockholders, including (i) the elimination of our obligation to pay the annual Delaware franchise tax and the expected savings as a result of not having a franchise tax, (ii) the potential for greater protection for directors of New DraftKings and (iii) the benefit of attracting and retaining qualified management by reducing the risk of lawsuits being filed against New DraftKings and its directors and officers. See “The Reincorporation Proposal” for a further discussion of these factors.

​

Q:

What happens to the funds deposited in the trust account after consummation of the Business Combination?

​

A:

A total of  $400,000,000, comprised of approximately $392,000,000 of the proceeds from our initial public offering, including approximately $14,000,000 of underwriters’ deferred discount, and $8,000,000 of the proceeds of the sale of the private placement warrants were placed in a trust account maintained by Continental, acting as trustee. As of December 31, 2019, there were investments and cash held in the trust account of approximately $404.0 million. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial business combination by May 14, 2021, although we may withdraw the interest earned on the funds held in the trust account to pay franchise and income taxes and for working capital purposes (subject to an annual limitation of  $250,000).

​

Q:

What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

​

A:

DEAC Stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the

​

10

funds available from the trust account and the number of public stockholders are reduced as a result of redemptions by public stockholders. However, the consummation of the Business Combination is conditioned upon, among other things, the Minimum Proceeds Condition described below. In addition, with fewer public shares and public stockholders, the trading market for New DraftKings Class A common stock may be less liquid than the market for DEAC’s Class A common stock was prior to consummation of the Business Combination and New DraftKings may not be able to meet the listing standards for The Nasdaq Stock Market or another national securities exchange. In addition, with less funds available from the trust account, the working capital infusion from the trust account into New DraftKings’ business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the trust account as opposed to the scenario in which DEAC’s public stockholders exercise the maximum allowed redemption rights.

Q:

What amendments will be made to the Current Charter of DEAC?

​

A:

We are asking DEAC Stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the DEAC board of directors believes are necessary to address the needs of the post-Business Combination company, including, among other things: (i) the change of DEAC’s name to “DraftKings Inc.”; (ii) the increase of the total number of authorized shares of all classes of capital stock, par value of  $0.0001 per share, from 401,000,000 shares to 2,100,000,000 shares, consisting of 1,800,000,000 shares of common stock, including 900,000,000 shares of Class A common stock, par value $0.0001 per share, and 900,000,000 shares of Class B common stock, par value $0.0001 per share, and 300,000,000 shares of preferred stock, par value $0.0001 per share; (iii) the establishment of 10:1 voting rights with respect to shares of New DraftKings Class B common stock, as described herein and in the Proposed Charter; (iv) the declassification of the board of directors of the post-Business Combination company such that all directors will be elected annually; (v) limitations on the ability of the stockholders to act by written consent in lieu of a meeting until the time that Mr. Robins beneficially owns less than a majority of the voting power of the capital stock of New DraftKings; (vi) the selection of the Eighth Judicial District Court of Clark County, Nevada as the exclusive forum for any derivative action or proceeding brought on behalf of New DraftKings, subject to certain limitations; (vii) changes to the required vote to amend the charter, bylaws and the number of directors; (viii) the establishment of redemption rights and transfer restrictions with respect to capital stock held by any stockholders who are unsuitable persons or their affiliates; and (ix) the elimination of certain provisions specific to DEAC’s status as a blank check company.

​

Pursuant to Delaware law and the Current Charter, DEAC is required to submit the Charter Proposal to DEAC’s stockholders for approval. For additional information, see the section entitled “The Charter Proposal.”

Q:

What material negative factors did DEAC’s board of directors consider in connection with the business combination?

​

A:

Although DEAC’s board of directors believes that the business combination with DraftKings and SBT will provide DEAC’s stockholders with an opportunity to participate in a combined company with significant growth potential, market share and well-known brands, the board of directors did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that DEAC Stockholders would not approve the Business Combination and the risk that significant numbers of DEAC Stockholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — DEAC’s Board of Directors’ Reasons for Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risk Factors Relating to the Business Combination and Integration of DraftKings’ and SBTech’s Business.”

​

Q:

How will the reincorporation affect my public shares, public warrants and units?

​

A:

On the effective date of the reincorporation, the currently issued and outstanding shares of DEAC Class B common stock will automatically convert on a one-for-one basis into shares of DEAC Class A

​

11

common stock in accordance with the terms of the Current Charter. In connection with the Closing, the currently issued and outstanding shares of DEAC Class A common stock will be exchanged, on a one-for-one basis, for shares of New DraftKings Class A common stock in connection with the Business Combination. Similarly, all of DEAC’s outstanding warrants will become warrants to acquire shares of New DraftKings Class A common stock on the same terms as DEAC’s currently outstanding warrants. In addition, at the Closing, all of DEAC’s outstanding units (each of which consists of one share of DEAC Class A common stock and one-third of one warrant to purchase one share of DEAC Class A common stock) will be separated into its component share of common stock and one-third of one warrant.

Q:

Do I have redemption rights?

​

A:

If you are a public stockholder, you have the right to request that DEAC redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights.” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the trust account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

​

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Our initial stockholders and our directors at the time of our initial public offering entered into the insider letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of a business combination.

The Closing is subject to certain conditions, including, among other things, (i) approval by DEAC’s stockholders, DraftKings’ stockholders and SBT’s shareholders of the Business Combination Agreement, the Business Combination and certain other actions related thereto, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (iii) certain approvals or other determinations from certain gaming regulatory authorities, as applicable, and the absence of a material adverse regulatory event with respect to DraftKings and SBT, (iv) DEAC having at least $400 million of cash at the Closing, consisting of cash held in the trust account after giving effect to redemptions of public shares, if any, and proceeds from the Private Placement, (v) the effectiveness of the registration statement, of which this proxy statement/prospectus forms a part and (vi) the listing of the shares of New DraftKings Class A common stock to be issued in the Business Combination on Nasdaq. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See the section entitled “The Business Combination Proposal.” The required approvals of DraftKings’ stockholders and SBT’s shareholders were obtained prior to the date of this proxy statement/prospectus.

Q:

How do I exercise my redemption rights?

​

A:

If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:

​

(i)

(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

​

(ii)

prior to 5:00 p.m., New York City Time, on April 7, 2020, (a) submit a written request to Continental that DEAC redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through The Depository Trust Company (“DTC”).

​

12

The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so.

Any public stockholder will be entitled to request that their public shares (which would become shares of New DraftKings common stock in the reincorporation) be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of  $250,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of December 31, 2019, this would have amounted to approximately $10.10 per public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is 5:00 p.m., New York City Time, on April 7, 2020 (two business days prior to the date of the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that DEAC instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by DEAC’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental by 5:00 p.m., New York City Time, on April 7, 2020.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any DEAC warrants that you may hold.

Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

​

A:

No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, DEAC’s transfer agent, directly and instruct them to do so. If you fail to cause your units to be separated and delivered to Continental, DEAC’s transfer agent, by 5:00 p.m., New York City Time, on April 7, 2020, you will not be able to exercise your redemption rights with respect to your public shares.

​

13

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A:

We expect that a U.S. holder (as defined below) that exercises its redemption rights to receive cash from the trust account in exchange for its public shares will generally be treated as selling such public shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that a U.S. holder owns or is deemed to own (including through the ownership of New DraftKings warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.”

​

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:

What are the U.S. federal income tax consequences of the reincorporation?

​

A:

In the opinion of Winston & Strawn LLP, tax counsel to DEAC, the reincorporation will be a tax-free reorganization under the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the holders of DEAC Shares will not recognize any gain or loss under the U.S. federal income tax laws as a result of the consummation of the reincorporation, and neither will DEAC nor New DraftKings. Each DEAC Stockholder will have the same basis in New DraftKings Class A common stock received as a result of the reincorporation as that holder has in DEAC Shares held at the time the reincorporation is consummated. Each holder’s holding period in New DraftKings Class A common stock received as a result of the reincorporation will include the period during which such holder held DEAC Shares at the time the reincorporation is consummated, provided the latter was held by such holder as a capital asset at the time of consummation of the reincorporation. For a more complete discussion of the U.S. federal income tax considerations relating to the reincorporation, see “Material U.S. Federal Income Tax Considerations.”

​

Q:

How does the DEAC Board recommend that I vote?

​

A:

The DEAC Board recommends that the DEAC Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Reincorporation Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal. For more information regarding how the board of directors of DEAC recommends that DEAC Stockholders vote, see the section entitled “The Business Combination Proposal — DEAC’s Board of Directors’ Reasons for Approval of the Business Combination” beginning on page 101.

​

Q:

How do our Sponsor and the other initial stockholders intend to vote their shares?

​

A:

In connection with our initial public offering, our initial stockholders (consisting of our Sponsor and Mr. Sloan) and our directors at the time of our initial public offering entered into a letter agreement to vote their shares in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, our initial stockholders own approximately 20% of our total outstanding common stock.

​

Q:

May our Sponsor and the other initial stockholders purchase public shares or warrants prior to the Special Meeting?

​

A:

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding DEAC or its securities, the initial stockholders, DraftKings and/or its affiliates and SBT and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination Proposal. The purpose of such

​

14

share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) DEAC satisfies the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

Q:

Who is entitled to vote at the Special Meeting?

​

A:

The DEAC Board has fixed March 20, 2020 as the record date for the Special Meeting. All holders of record of DEAC Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section entitled “Questions and Answers About the Business Combination and the Special Meeting — How can I vote my shares without attending the Special Meeting?” beginning on page 16 for instructions on how to vote your DEAC Shares without attending the Special Meeting.

​

Q:

How many votes do I have?

​

A:

Each DEAC Stockholder of record is entitled to one vote for each DEAC Share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were 50,000,000 outstanding DEAC Shares.

​

Q:

What constitutes a quorum for the Special Meeting?

​

A:

A quorum is the minimum number of stockholders necessary to hold a valid meeting.

​

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of outstanding DEAC Shares representing a majority of the voting power of all outstanding DEAC Shares entitled to vote at the Special Meeting on the record date are present in person or represented by proxy at the Special Meeting.

Q:

What will happen to DEAC as a result of the Business Combination?

​

A:

Immediately prior to Closing, DEAC will change its jurisdiction of incorporation from the State of Delaware to the State of Nevada by merging with and into DEAC Nevada, with DEAC Nevada surviving the merger. DEAC Nevada will also change its name to DraftKings Inc.

​

Q:

What is DraftKings?

​

A:

DraftKings is a digital sports entertainment and gaming company that was incorporated in Delaware in 2011. DraftKings provides users with daily fantasy sports, sports betting and iGaming opportunities.

​

15

Q:

What will happen to my DEAC Shares as a result of the Business Combination?

​

A:

If the Business Combination is completed, each DEAC Share will be canceled and converted into the right to receive one share of New DraftKings Class A common stock. See the section entitled “The Business Combination Proposal — Consideration” beginning on page 94.

​

Q:

Where will the New DraftKings Class A common stock that DEAC Stockholders receive in the Business Combination be publicly traded?

​

A:

Assuming the Business Combination is completed, the shares of New DraftKings Class A common stock issued in connection with the Business Combination will be listed and traded on Nasdaq under the ticker symbol “DKNG.”

​

Q:

What happens if the Business Combination is not completed?

​

A:

If the BCA is not adopted by DEAC Stockholders or if the Business Combination is not completed for any other reason by June 30, 2020, then we will seek to consummate an alternative initial business combination prior to May 14, 2021. If we do not consummate an initial business combination by May 14, 2021, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the trust account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

​

Q:

How can I vote my shares in person at the Special Meeting?

​

A:

DEAC Shares held directly in your name as the stockholder of record of such DEAC Shares as of the close of business on March 20, 2020, the record date, may be voted in person at the Special Meeting. If you choose to attend the Special Meeting, you will need to bring valid, government-issued photo identification. If you are a beneficial owner of DEAC Shares but not the stockholder of record of such DEAC Shares, you will also need proof of stock ownership to be admitted in the Special Meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. Please note that if your shares are held in “street name” by a broker, bank or other nominee and you wish to vote at the Special Meeting, you will not be permitted to vote in person unless you first obtain a legal proxy issued in your name from the record owner and present it to the inspector of elections with your ballot at the Special Meeting. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.

​

Failure to bring the appropriate documentation may delay your entry into or prevent you from attending the Special Meeting.

Q:

How can I vote my shares without attending the Special Meeting?

​

A:

If you are a stockholder of record of DEAC Shares as of the close of business on March 20, 2020, the record date, you can vote by proxy via the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

​

Q:

What is a proxy?

​

A:

A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of DEAC Shares as of the close of business on the record date, and you vote by phone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of DEAC’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Jeff Sagansky and Eli Baker.

​

16

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

​

A:

If your DEAC Shares are registered directly in your name with Continental you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

​

Direct holders (stockholders of record).   For DEAC Shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your DEAC Shares are voted.

Shares in “street name.”   For DEAC Shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:

If a DEAC Stockholder gives a proxy, how will the DEAC Shares covered by the proxy be voted?

​

A:

If you provide a proxy, regardless of whether you provide that proxy by phone, via the Internet or by completing and returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your DEAC Shares in the way that you indicate when providing your proxy in respect of the DEAC Shares you hold. When completing the Internet or telephone processes or the proxy card, you may specify whether your DEAC Shares should be voted for or against, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

​

Q:

How will my DEAC Shares be voted if I return a blank proxy?

​

A:

If you sign, date and return your proxy and do not indicate how you want your DEAC Shares to be voted, then your DEAC Shares will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Reincorporation Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Award Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

​

Q:

Can I change my vote after I have submitted my proxy?

​

A:

Yes. If you are a stockholder of record of DEAC Shares as of the close of business on the record date, whether you vote by telephone, Internet or mail, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

​

•

submit a new proxy card bearing a later date;

​

•

vote again by telephone or the Internet at a later time;

​

•

give written notice of your revocation to DEAC’s Corporate Secretary, which notice must be received by DEAC’s Corporate Secretary prior to the vote at the Special Meeting; or

​

•

vote in person at the Special Meeting. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

​

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:

Where can I find the voting results of the Special Meeting?

​

A:

The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, DEAC will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

​

17

Q:

Are DEAC Stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

​

A:

No. DEAC Stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination, because they are not required to receive any consideration other than the shares of New DraftKings Class A common stock, which will be listed on Nasdaq. DEAC Stockholders may vote against the Business Combination Proposal if they are not in favor of the adoption of the BCA.

​

Q:

Are there any risks that I should consider as a DEAC Stockholder in deciding how to vote or whether to exercise my redemption rights?

​

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 46. You also should read and carefully consider the risk factors of DEAC, DraftKings and SBT contained in the documents that are incorporated by reference herein.

​

Q:

What happens if I sell my DEAC Shares before the Special Meeting?

​

A:

The record date for DEAC Stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your DEAC Shares before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your DEAC Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting.

​

Q:

What are the material U.S. federal income tax consequences of the Business Combination to me?

​

A:

The U.S. federal income tax consequences of the Business Combination are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences.” The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the business combination’s foreign, state or local tax laws.

​

18

Q:

What are the conditions to completion of the Business Combination?

​

A:

The Closing is subject to certain conditions, including, among other things, (i) approval by DEAC’s stockholders, DraftKings’ stockholders and SBT’s shareholders of the Business Combination Agreement, the Business Combination and certain other actions related thereto, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act, (iii) certain approvals or other determinations from certain gaming regulatory authorities, as applicable, and the absence of a material adverse regulatory event with respect to DraftKings and SBT, (iv) DEAC having at least $400 million of cash at the Closing, consisting of cash held in the trust account after giving effect to redemptions of public shares, if any, and proceeds from the Private Placement, (v) the effectiveness of the registration statement, of which this proxy statement/prospectus forms a part and (vi) the listing of the shares of New DraftKings Class A common stock to be issued in the Business Combination on Nasdaq. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. The required approvals of DraftKings’ stockholders and SBT’s shareholders were obtained prior to the date of this proxy statement/prospectus.

​

Q:

What should I do now?

​

A:

You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the Internet as soon as possible so that your DEAC Shares will be voted in accordance with your instructions.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your DEAC Shares.

​

Q:

Whom do I call if I have questions about the Special Meeting or the Business Combination?

​

A:

If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

​

Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford, CT 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
E-mail: DEAC.info@investor.morrowsodali.com

You also may obtain additional information about DEAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, DEAC’s transfer agent, at the address below prior to 5:00 p.m., New York City Time, on April 7, 2020. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

19

21

22

23

24

25

26

27

​

28

29

​

30

​

31

(in millions)

​

​

Assuming No Redemption(1)

​

​

Assuming Maximum Redemption(2)

​

Sources

​

​

​

Proceeds from Trust Account(3)

​

​

​

$

404

​

​

​

​

$

95

​

​

Private Placement

​

​

​

​

305

​

​

​

​

​

305

​

​

Convertible Notes(4)

​

​

​

​

109

​

​

​

​

​

109

​

​

Sellers’ Equity

​

​

​

​

2,700

​

​

​

​

​

2,700

​

​

DEAC Upfront Founder Equity(5)

​

​

​

​

37

​

​

​

​

​

37

​

​

Total Sources

​

​

​

$

3,555

​

​

​

​

$

3,246

​

​

​

32

(in millions)

​

​

Assuming No Redemption(1)

​

​

Assuming Maximum Redemption(2)

​

Uses

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash to Balance Sheet(6)

​

​

​

$

543

​

​

​

​

$

244

​

​

Cash to SBT Shareholders(7)​

​

​

​

​

194

​

​

​

​

​

194

​

​

Sellers’ Equity

​

​

​

​

2,700

​

​

​

​

​

2,700

​

​

DEAC Upfront Founder Equity(5)

​

​

​

​

37

​

​

​

​

​

37

​

​

Transaction costs(8)​

​

​

​

​

81

​

​

​

​

​

71

​

​

Total Uses

​

​

​

$

3,555

​

​

​

​

$

3,246

​

​

​

​

33

​

34

35

36

37

​

​

​

Year ended December 31,

​

​

​

​

2019

​

​

2018

​

​

2017

​

Adjusted EBITDA (dollars in thousands)(1)

​

​

​

$

(98,640)

​

​

​

​

$

(58,850)

​

​

​

​

$

(48,884)

​

​

Monthly Unique Payers (MUPs) (in thousands)(2)

​

​

​

​

684

​

​

​

​

​

601

​

​

​

​

​

574

​

​

Average Revenue per MUP (ARPMUP) (in whole dollars)(2)

​

​

​

$

39

​

​

​

​

$

31

​

​

​

​

$

28

​

​

​

​

40

43

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION

The following table sets forth historical comparative share information for DEAC, DraftKings and SBT and unaudited pro forma combined share information after giving effect to the Business Combination, assuming two redemption scenarios as follows:

•

Assuming No Redemptions:   This presentation assumes that no public stockholders of DEAC exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.

​

•

Assuming Maximum Redemptions:   This presentation assumes that stockholders holding 30,564,789 DEAC public shares will exercise their redemption rights for their pro rata share (approximately $10.10 per share) of the funds in DEAC’s trust account. This scenario gives effect to DEAC’s public share redemptions of 30,564,789 shares for aggregate redemption payments of $308.7 million. The Business Combination Agreement includes as a condition to closing the Business Combination that, at the Closing, DEAC will have a minimum of  $400.0 million in cash comprising (i) the cash held in the trust account after giving effect to DEAC share redemptions and (ii) proceeds from the Private Placement, provided that DraftKings and SBT are entitled to waive that condition. After giving effect to the proceeds from the Private Placement, approximately $95.3 million would be needed from the trust account in order to meet the Minimum Proceeds Condition of  $400.0 million.

​

The pro forma book value information reflects the Business Combination as if it had occurred on December 31, 2019. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on January 1, 2019.

This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of DEAC, DraftKings, and SBT and related notes. The unaudited pro forma combined per share information of DEAC, DraftKings, and SBT is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period.

​

​

​

Combined Pro Forma

​

​

​

​

Diamond Eagle (Historical)

​

​

Pro Forma Combined (Assuming No Redemption)

​

​

Pro Forma Combined (Assuming Maximum Redemption)

​

As of and for the Year ended December 31, 2019

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Book Value per share(1)

​

​

​

$

0.10

​

​

​

​

$

3.63

​

​

​

​

$

3.01

​

​

Weighted average shares outstanding of Class A common stock – basic and diluted

​

​

​

​

40,000,000

​

​

​

​

​

336,792,380

​

​

​

​

​

306,227,591

​

​

Weighted average shares outstanding of Class B common stock – basic and diluted

​

​

​

​

10,010,045

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income per share of Class A common stock – basic and diluted

​

​

​

$

0.09

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per share of Class B common stock – basic and diluted

​

​

​

$

(0.15)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per share of Class A common stock – basic and diluted

​

​

​

​

​

​

​

​

​

$

(0.42)

​

​

​

​

$

(0.46)

​

​

​