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Joel
Rubinstein

Partner

(212) 294-5336

JRubinstein@winston.com

February 13, 2020

VIA EDGAR

Katherine Bagley

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: DEAC NV Merger Corp.

Registration Statement on Form S-4

Filed January 6, 2020

File No. 333-235805

Dear Ms.
Bagley:

On behalf of our client,
DEAC NV Merger Corp. (the “Company”), we are writing to submit the Company’s responses to the comments
of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission
(the “Commission”) set forth in its letter, dated February 2, 2020, relating to the Company’s Registration
Statement on Form S-4 filed via EDGAR on January 6, 2020 (the “Form S-4”).

The Company is concurrently
filing via EDGAR Amendment No. 1 to the Form S-4 (the “Amendment No. 1”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information.

For ease of review,
we have set forth below each of the numbered comments of the Staff’s letter in bold and the Company’s responses thereto,
including, where applicable, a cross-reference to the location in Amendment No. 1 of changes made in response to the Staff’s
comment. Capitalized terms used herein but not defined herein have the meanings given to such terms in Amendment No. 1.

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.

Response:
DraftKings’ iGaming gross profit margin of 32% was an estimate of the full year New Jersey market gross profit margin
for 2019, inclusive of iGaming and Sportsbook. The Company has revised the disclosure on pages 27 and 103 of Amendment No. 1
to show the estimated gross profit margin for iGaming and Sportsbook in the New Jersey market and for DraftKings overall.

      U.S. Securities and Exchange Commission

February 13, 2020

Page 2

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 business
combination as well as the particular gaming regulatory authorities who will need to provide such approvals.

Response: The Company
has revised the disclosure on pages 27 to 28, 106 to 107, 120 to 121 and 123 to 124 of Amendment No. 1 to address the Staff’s
comment.

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.

Response: The
Company has revised the disclosure on pages 35 to 36, 70, 131 to 132 and 205 to 209 of Amendment No. 1 to address the
Staff’s comment.

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.

Response: Neither DraftKings
nor SBT has experienced any website disruptions, outages or other performance problems that have been material to either company,
whether individually, or in the aggregate. Further, neither DraftKings nor SBT has experienced any cyber-attacks, breaches or other
similar incidents that have been material to either company, whether individually, or in the aggregate. In response to the Staff’s
comment, the Company has expanded the disclosure on pages 52 to 53 of Amendment No. 1 to clarify that DraftKings and SBT have occasionally
experienced disruptions, outages, cyber-attacks, breaches and other similar incidents, none of which have been successful or material
to either company’s business.

      U.S. Securities and Exchange Commission

February 13, 2020

Page 3

“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.

Response: The Company
has revised the disclosure on page 54 of Amendment No. 1 to describe the “certain advance notice requirements” with
which Amazon Web Services (“AWS”) must comply if AWS were to terminate DraftKings’ commercial agreement for convenience.

DraftKings has reviewed its
contractual arrangements and relationship with AWS, and, based on that review, believes that the commercial agreement with AWS
is not a material contract that it would be required to file under Item 601(b)(10)(ii)(B) of Regulation S-K. The commercial agreement
with AWS is the type of arrangement that typically accompanies the kind of business conducted by DraftKings in the ordinary course.
While AWS is a leading provider of cloud infrastructure, other companies, including some with resources comparable to those of
AWS, such as Microsoft, AT&T Global Services, Hewlett Packard and Google, provide comparable offerings. Accordingly, DraftKings
believes that these providers could host DraftKings’ platform on a substantially similar basis to AWS. In addition, DraftKings
believes that it could transition to one or more alternative cloud infrastructure providers on commercially reasonable terms. Although
transitioning the cloud infrastructure currently hosted by AWS to alternative providers could potentially be disruptive and DraftKings
may incur significant one-time costs, it would not cause substantial harm to DraftKings’ business or results of operations
over the long term. For the foregoing reasons, DraftKings does not believe that its business is substantially dependent on its
arrangements with AWS, and therefore does not believe it is required to file the customer agreement as an exhibit under Item 601(b)(10)(ii)(B)
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.

Response: The Company
has revised the disclosure on page 58 of Amendment No. 1 to address the Staff’s comment. DraftKings’ management does
not believe that any relationship with a particular casino, tribe or track is substantially important to the combined company’s
financial condition and results of operations. However, DraftKings will continue to assess the materiality of all relationships
with such casinos, tribes and tracks, and the Company will update its disclosures and filings if and when any relationship is determined
to be sufficiently material to the combined company’s financial condition and results of operations.

      U.S. Securities and Exchange Commission

February 13, 2020

Page 4

“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.

Response: In the ordinary
course of business, each of DraftKings and SBT is, and in the future may, from time to time, be subject to formal and informal
inquiries by government authorities and regulators, including periodic review and audit by domestic and foreign tax authorities.
As disclosed in the proxy statement/prospectus, DraftKings is currently under audit by the Internal Revenue Service for prior tax
years, with the primary unresolved issues relating to excise taxation of fantasy sports contests and informational reporting and
withholding. At this time, management of DraftKings and SBT do not believe that any of the inquiries received by them are material.
To the extent DraftKings, SBT or the combined company are subject to any material inquiries in the future, the Company will make
the appropriate disclosures.

“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.

Response: The
Company has revised the disclosure on pages 75 to 76 of Amendment No. 1 to address the Staff’s comment. Although one
reseller accounts for a significant portion of SBT’s revenues, from the perspective of the combined company, the
Company does not believe that this reseller relationship is material. New DraftKings will continue to assess the materiality of all
reseller relationships of the combined company and will update its disclosures and filings if and when any relationship is
determined to be sufficiently material to the combined company’s financial condition and results of operations or
trigger customer concentration disclosure.

The relationships between SBT
and its direct operators and resellers are ordinary course relationships; however, the Company has amended the disclosure on pages
75 to 76, 196 and 239 to 240 of Amendment No. 1 in response to this comment and comments No. 22 and No. 29, to provide additional
clarifying information on the key terms of SBT’s contracts with direct operators and resellers.

“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.

Response: DraftKings
has reviewed its contractual arrangement with Kambi, and, based on that review, believes that it has standard termination rights
that include a notice period, but that do not subject DraftKings to material liabilities in the event of termination. DraftKings
is currently reviewing the Kambi agreement and believes that it contains confidentially sensitive information, but will file a
redacted copy of the agreement in a subsequent filing of the proxy statement/prospectus, subject to first seeking confidential
treatment for certain competitively sensitive information contained in the agreement.

      U.S. Securities and Exchange Commission

February 13, 2020

Page 5

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.

Response: The Company
has revised the disclosure on pages 98 to 101 of Amendment No. 1 to address the Staff’s comment.

 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.

Response: The Company
has revised the disclosure on pages 98 to 101 of Amendment No. 1 to address the Staff’s comment.

 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
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.

Response: The Company
has revised the disclosure on pages 98 to 100 of Amendment No. 1 to address the Staff’s comment.

 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.

Response: The Company
has revised the disclosure on page 99 of Amendment No. 1 to address the Staff’s comment.

      U.S. Securities and Exchange Commission

February 13, 2020

Page 6

 14. Please clarify when and why DEAC terminated discussions with Company M.

Response: The Company
has revised the disclosure on page 100 of Amendment No. 1 to address the Staff’s comment.

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 disc