SecProbe.io

February 2, 2020
Eli Baker
Secretary and Vice Chairman
DEAC NV Merger Corp.
2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067
Re:DEAC NV Merger Corp.
Registration Statement on Form S-4
Filed January 6, 2020
File No. 333-235805
Dear Mr. Baker:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed on January 6, 2020
Summary
Compelling Unit Economics., page 26
1.We note your disclosure that in New Jersey, DraftKings’ iGaming has a positive gross
profit of 32%. Please revise to disclose the period to which this relates and the overall
company wide gross profit percentage for the commensurate period.
Regulatory Approvals, page 26
2.Please briefly describe the "certain approvals or other determinations from certain gaming
regulatory authorities" referenced in this section.  Please also revise your disclosure
throughout, including on page 99 where you discuss "Regulatory Approvals," to describe
with more specificity the types of approvals and determinations required to approve the

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business combination as well as the particular gaming regulatory authorities who will
need to provide such approvals.
Unsuitable Person, page 34
3.Please revise your disclosure here to briefly describe the provisions concerning
unsuitability that are in your proposed charter and clearly explain how they will impact all
holders of Class A common stock.  Please revise your disclosure elsewhere as appropriate
to include similar disclosure and explain how the board will make a determination as to
unsuitability, including any discretion the board has with respect to such determination.
Please also revise your discussion of Government Regulation on page 195 to include a
more complete discussion of the particular gaming authorities that regulate your activities,
including regulation of unsuitability.  Please also add risk factor disclosure as appropriate.
Risk Factors
"We will rely on information technology and other systems and platforms . . ."
"Despite our security measures, our information technology and infrastructure may be vulnerable
. . .", page 49
4.We note your disclosure that "DraftKings and SBT have experienced . . . website
disruptions, outages and other performance problems due to a variety of factors, including
infrastructure changes, human or software errors and capacity constraints" and that you
"have experienced cyber-attacks, attempts to breach [y]our systems and other similar
incidents . . ."  Please revise your risk factors to describe any material disruptions,
outages, cyber-attacks, attempts to breach your systems, or other similar incidents, and the
cost and impact of such incidents.  Alternatively, please tell us why you do not believe
you are required to describe these incidents.
"DraftKings primarily relies, and we will rely, on Amazon Web Services . . .", page 51
5.Please briefly describe the "certain advance notice requirements" with which AWS must
comply to terminate your commercial agreement for convenience.  Please also confirm
that you will file your commercial agreement with AWS or tell us why you do not believe
you are required to do so.  See Item 601(b)(10) of Regulation S-K.
"We rely on strategic relationships with casinos, tribes, and horse-tracks . . .", page 56
6.Please briefly define "skin," and explain  how these "skins" help you establish a "retail
relationship" in certain jurisdictions where this relationship is required.  Please clearly
explain why these skins and necessary, including the applicable regulations.  To the extent
the loss of your relationship with a particular casino, tribe or track is material to your
financial condition and results of operations, please disclose such relationship.

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"DraftKings and SBT have been the subject of governmental investigations . . .", page 64
7.Please briefly describe any material "formal and informal inquiries . . . from government
authorities and regulators" received by DraftKings and SBT, including the outcomes of
these inquiries and whether they are currently ongoing.
"SBT's business includes a B2B business model . . .", page 73
8.In an appropriate place in your filing, please disclose any material relationships between
SBT and its direct operators and resellers, including the terms of such agreements.  To the
extent that the loss of a particular direct operator or reseller could have a material impact
on the business of the combined company going forward, please include this disclosure in
the risk factor.
"DraftKings depends on the Kambi platform to operate its Sportsbook . . .", page 74
9.We note that you plan to transition your Sportsbook from the Kambi platform to SBT's
platform.  Please discuss any material liability that you may incur if you chose to
terminate your contract with Kambi.  Please also file your contractual agreement with
Kambi as an exhibit to your registration statement, or tell us why you do not believe you
are required to do so.  See Item 601(b)(10) of Regulation S-K.
Background of the Business Combination, page 94
10.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including the dual-class structure, the decision to acquire both
DraftKings and SBT, the voting power granted to Mr. Robins, the determination of the
amount of the Minimum Proceeds Condition and the related private placement, the
decision to cash out certain DraftKings stockholders, the reason for DraftKings' December
2019 convertible note issuance, and the inclusion of earnout shares.  In your revised
disclosure, please explain the reasons for such terms, each party's position on such issues
and how you reached agreement on the final terms.
11.Please expand your disclosure to provide a more detailed discussion of the negotiations
surrounding the material terms of the business combination agreement, including the
amount and form of consideration.  In particular, please discuss negotiations regarding the
proposed valuation of the transaction, including how you ended up with the valuations
used in determining the consideration payable to DK Equityholders and SBT
Equityholders.  For example, please explain how the parties determined that the
consideration be based on valuations of $2,055,241,409 and €407,211,831, and how that
valuation amount was determined.
12.We note your disclosure that DEAC reviewed several opportunities and entered into
substantive discussions with three potential target businesses or their representatives and,
in addition to DraftKings and SBT, you entered into detailed negotiations with one other
target.  Please clarify whether SBT and DraftKings were considered separate entities for

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purposes of the three potential targets with which you entered into substantive
discussions.  If not, please tell us why you declined to enter into detailed negotiations with
the third target company.
13.We note your disclosure that "DEAC engaged Goldman Sachs & Co. LLC . . . as its
financial advisor to provide advice on the potential transaction and industry generally."
Please elaborate on the role of Goldman Sachs and how it advised you during negotiations
with DraftKings and SBT.
14.Please clarify when and why DEAC terminated discussions with Company M.
DEAC's Board of Directors' Reasons for the Approval of the Business Combination, page 97
15.We note that the DEAC board reviewed the results of an independent financial model
created in conjunction with management of DraftKings and SBT, and relied on certain
revenue and operating cost projections and specific financial projections of DraftKings.
Please expand your disclosure to describe the board's analysis relating to the the
independent financial model and various operating cost and financial projections.  Please
disclose the material information relied upon, including any material financial projections
and the assumptions underlying such projections.  In addition, we note the comparable
company benchmarking included in your Rule 425 filing from January 13, 2020.  Please
explain whether the board, or the financial model or specific valuation upon which the
board relied, was based on such benchmarking.  If so, please include the comparable
company analysis in your prospectus and disclose material information necessary to
understand such analysis.
16.We note your statement on page 98 that the board considered that DraftKings has its DFS
product in 43 U.S. states.  Please clarify the difference in the DFS product being in 43
U.S. states with DraftKings' live presence in six U.S. states, as disclosed in your Rule 425
filing on January 13, 2020.  Please include similar disclosure elsewhere as appropriate to
ensure that you present balanced disclosure for investors.
The Business Combination Agreement
Treatment of DraftKings Equity, page 105
17.Please disclose the estimated amount of cash that non-accredited investors in DraftKings
will receive in the merger transactions.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 145
18.In footnote (2) on page 145 you discuss the three million shares held in escrow with
respect to DraftKings/SBTech stockholders.  Please tell us and disclose your treatment of
the three million shares held in escrow for the DEAC Earnout Group.  Also, clarify what
earnout shares are represented in footnote (2) to the purchase price allocation on page
160.

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Other Information Related to DEAC
Liquidation if No Business Combination, page 165
19.We note your disclosure that "DEAC will seek to have all vendors, service providers,
prospective target businesses and other entities with which it does business execute
agreements with it waiving any right, title, interest or claim of any kind in or to any
monies held in the trust account for the benefit of its public stockholders, [but] there is no
guarantee that they will execute such agreements."  Please disclose whether DEAC is
currently a party to any agreement that does not waive claims against monies held in the
trust account, and, if applicable, briefly describe the terms of the agreement(s).
Market Access and Compliance Platform, page 182
20.Please file the agreements discussed in this section as exhibits to your filing, or tell us why
you do not believe you are required to do so.  See Item 601(b)(10) of Regulation S-K.
Our Products and Economic Model
Our Revenue-Generating Product Offerings, page 184
21.We note your disclosure that your Daily Fantasy Sports, Sportsbook and iGaming
products together accounted for 97%, 100% and 100% of DraftKings' revenues for the
fiscal years ended December 31, 2018, 2017 and 2016, respectively.  We also note your
disclosure on page 212 that "DFS currently accounts for a majority of [y]our revenue,"
and "[s]ince their launch, Sportsbook and iGaming account for a rapidly growing
proportion of revenue."  In an appropriate place in your filing, please disclose the
percentage of DraftKings' revenues for the periods presented attributable to Daily Fantasy
Sports, Sportsbook, and iGaming separately.
iGaming
B2B Revenue for Sportsbook and iGaming, page 185
22.Please briefly describe the general terms of your "various revenue-sharing arrangements"
with iGaming suppliers.  Please similarly describe the general terms of the revenue
sharing and fixed fee contracts with business customers.
Advertising and Sponsorship, page 186
23.We note your disclosure that you offer advertising and sponsorship packages to targeted
advertisers across your product offerings.  Please disclose how you charge fees for these
advertising packages.  For example, disclose whether you charge fixed fees per ad or per
package, or any other manner in which you charge fees for your advertising services.
Our Technology and Product Development, page 189
24.We note your disclosure that "[t]he DraftKings-owned gaming products now account for
the majority of [y]our iGaming handle, substantially reducing [y]our third-party content

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fees."  Please disclose the percentage of your iGaming handle attributable to DraftKings-
owned compared to third party products.
Legal Proceedings, page 192
25.Please disclose an estimate, if you are currently able, of the amount of "substantial
damages" you could incur with respect to In Re: Daily Fantasy Sports Litigation (Multi-
District Litigation).
DraftKings' Industry
Global Gaming Industry, page 200
26.Please provide support for the following statements, or characterize them as management's
opinions or beliefs:

•"Various jurisdictions globally, including the Unites States, are embracing regulated
sports betting and iGaming in an effort to create a safer gaming environment for
consumers and to generate additional tax revenue;"

•"In jurisdictions with regulated sports betting and iGaming, consumers have shown a
strong preference for online products as opposed to retail products when the option of
online versus retail is available to them;"

•"In the past decade,there has been significant regulatory momentum with respect to
online gaming across the globe[, and t]his momentum has been particularly relevant
in developed nations whose citizens have disposable income;"

•"Th[e] low percentage of mobile gaming penetration in North America relative to the
rest of the world is predominantly due to the slower pace of adoption in the united
States where online gaming is regulated on a state-by-state basis, [and a]s U.S.
jurisdictions become regulated and mature, online gaming penetration may approach
that of other developed nations;" and

•"The sport betting industry is expected to grow significantly over the next five years
as more states legalize sports betting and currently operational states progress toward
maturity."
DraftKings' Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Business, page 205
27.We note your "Key Milestones" graphic on page 206.  Please label the axis denominated
in millions to clarify whether you are referring to millions of users, unique paid users,
customers generally, or some other metric.

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Liquidity and Capital Resources
Cash Flows
Operating Activities, page 220
28.You state net cash used in operating activities decreased in 2018 compared to 2017 mainly
due to a substantial decrease in accounts payable, reflecting quicker payments to vendors.
This appears to support an increase in operating cash used.  Please clarify and revis