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Joel
Rubinstein

Partner

(212) 294-5336

JRubinstein@winston.com

April 8, 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.

Amendment No. 4 to Registration Statement on Form
S-4

Filed March 27, 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 verbal comments
of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission
(the “Commission”) we received relating to Amendment No. 3 to the Company’s Registration Statement on
Form S-4 filed via EDGAR on March 27, 2020 (“Amendment No. 3”).

The Company is concurrently
filing via EDGAR Amendment No. 4 to the Form S-4 (“Amendment No. 4”), 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 each of the Staff’s comments in bold and the Company’s responses thereto, including, where applicable,
a cross-reference to the location in Amendment No. 4 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. 4.

Business of DraftKings and SBTech

Our Products and Economic Model, page 196

 1. We note your disclosures that DFS currently accounts
for a majority of your revenue and that Sportsbook accounted for 9% of your revenue for the year ended December 31, 2018 and iGaming
accounted for 0.3% of your revenue for the year ended December 31, 2018. To provide context for your statement that Sportsbook
and iGaming have accounted for a rapidly growing proportion of your revenue, please disclose the percentage of DraftKings revenue
for the periods presented including the year ended December 31, 2019 attributable to DFS, Sportsbook and iGaming separately. We
refer you to comment 21 in our initial letter dated February 2, 2020 and your response, dated February 13, 2020.

    U.S. Securities and Exchange Commission
 April 8, 2020
 Page 2

Response: The Company
acknowledges the Staff’s request and respectfully refers the Staff to the Company’s Response to Comment 10 addressed
in the Company’s Response, dated March 12, 2020. As noted in that response, the Company has not provided and is unable to
provide, the percentage of DraftKings’ Net Revenue in 2019 attributable to Daily Fantasy Sports, Sportsbook and iGaming separately.
The information previously provided in the Registration Statement for Sportsbook and iGaming reflected DraftKings’ initial
results from one jurisdiction with these new offerings. As DraftKings has entered additional states in 2019 and rolled out promotions
that consumers are able to use across all products (and intends to continue to enter into additional states and increase such promotions
in the future), it is unable to accurately allocate promotional expense (contra revenue) by products to arrive at Net Revenue by
product. DraftKings continues to view Daily Fantasy Sports, Sportsbook and iGaming as a similar class of product and is focused
on acquiring customers onto its platform that has all three offerings. DraftKings is able to determine that Sportsbook and iGaming
are a rapidly growing proportion of its revenue based on growth in user count in states that have recently legalized and launched
Sportsbook and/or iGaming.

DraftKings’ Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 221

 2. We note that in response to prior comment 3 you stated that COVID-19 has had a “significant
impact on and may continue to have a significant impact on…” your business. Please revise your disclosure to explain
the particular impact on your financial condition and operations so that investors can better understand what you mean by “significant
impact”. Please also address the near term impact of the delay and cancellation in the sporting events you cite as well as
any other material impact, such as closure of sportsbook retail locations. Please address the impact of COVID-19 on your financial
resources and your overall liquidity position to the extent material. Please provide disclosure that is tailored specifically to
your business and allows investors to evaluate the current and expected impact of COVID-19. Please refer to CF Disclosure Guidance
Topic 9 disseminated on March 25, 2020.

Response: The Company
has revised the disclosure on pages 222 to 223 and 234 to 235 of Amendment No. 4 to address the Staff’s comment.

 3. We note that you recently drew down substantially
the full amount under your revolving credit facility and issued convertible promissory notes. Please address the reasons for drawing
on these funding sources and address whether there is any material uncertainty about your ongoing ability to meet the covenants
of your credit facility. Please discuss any known trends or uncertainties relating to your ability to service your debt or any
other financial obligation. Please also file your credit agreement with Pacific Western Bank as an exhibit to the Registration
Statement.

Response: The Company
has revised the disclosure on pages 234 to 235 of Amendment No. 4 to address the Staff’s comment with respect to its draw
down of its revolving credit facility. The Company respectfully advises that the issuance of the Convertible Notes was done in
connection with the Business Combination and such notes will convert into shares of New DraftKings Class A common stock upon consummation
of the reincorporation and the Business Combination. The Company has filed the credit agreement, and amendments thereto, as exhibits
to Amendment No. 4.

    U.S. Securities and Exchange Commission
 April 8, 2020
 Page 3

General

 4. Please provide an analysis of the accounting treatment with respect to the shares of New DraftKings
Class B common stock that will be issued to Jason Robins in connection with the closing of the Business Combination.

Response: The Company
has attached an analysis of the accounting treatment with respect to the shares of New DraftKings Class B common stock as Annex
A hereto.

Please contact me
at (212) 294-5336 if you have any questions or require any additional information in connection with this letter or Amendment No.
4.

    Sincerely yours,

    /s/ Joel L. Rubinstein

 cc: Eli Baker, DEAC NV Merger Corp.

R. Stanton Dodge, DraftKings Inc.

Scott Miller, Sullivan & Cromwell
LLP

    U.S. Securities and Exchange Commission
 April 8, 2020
 Page 4

Annex A

Business Purpose for the Class B Shares

As previously noted in our response letter
on March 27, 2020, Diamond Eagle Acquisition Corp. (“DEAC”) and the DraftKings Inc. (“DraftKings”) board
of directors determined that it was important to the long-term stability and success of DraftKings to preserve Mr. Robins’
role as the primary strategic and operational leader of DraftKings as it transitioned to a public company. This would, in the parties’
view, promote stability and allow Mr. Robins to provide leadership to the senior management team with a focus on creating long-term
value for the Company. After discussions, the DraftKings board of directors determined that this should be accomplished through
the issuance of a class of shares of New DraftKings (the “Class B shares”) to Mr. Robins that had enhanced voting rights
and no economic value, as the board of directors expressly decided that it wanted to address compensation and financial and retention
incentives for Mr. Robins separately from the governance rights embodied in the Class B shares. This instrument was designed specifically
to provide Mr. Robins voting control separate from his compensation and any economic interest in New DraftKings (which would only
be through his holdings of Class A common stock of New DraftKings (the “Class A shares” and, together with the Class
B Shares, the “Common Stock”), and the granting of additional shares of Class A, if any, would be subject to the future
discretion of the board of directors of New DraftKings. Hence, the parties determined that a different structure, such as one with
a separate class of stock that provided for both super-voting rights and economic value would not be appropriate to implement.

We respectfully acknowledge that Mr. Robins
holds less than 10% equity ownership in DraftKings and does not, from a governance structure or contractual standpoint, have “control”
of DraftKings as a private company. However, we note that Mr. Robins is a co-founder, the Chief Executive Officer and the current
chairman of the board of directors of DraftKings, and DraftKings’ board of directors and core base of significant shareholders
look to Mr. Robins for leadership and guidance in strategic and operational matters, and the board and shareholders determined
that placing voting control with Mr. Robins through the issuance of super-voting shares in connection with completion of the Business
Combination was an appropriate means to foster a long-term focus for management of the Company that would benefit all shareholders.
The parties to the Business Combination also determined that the super-voting structure that provided for voting rights only was
the appropriate structure to implement, in order for Mr. Robins to maintain his leadership as the company transitioned to public
ownership with a dispersed shareholder base.

The DraftKings board of directors also
was mindful of the emerging trends suggesting that super-voting share structures have a sunset, but determined that a simple time-based
sunset was not necessarily an appropriate means of transitioning control. Instead, the DraftKings board of directors put in place
a functional sunset such that Mr. Robins’ ability to influence control over the Company through ownership and voting of the
Class B shares would terminate in specific circumstances. One of those circumstances is that the Class B shares are canceled in
the event Mr. Robins, at any point in time following the closing of the Business Combination, holds (including without limitation
all shares of Class A that are the subject of unvested stock options or other equity awards held by Mr. Robins) less than 33% of
the Base Class A Shares (as defined in the Proposed Charter) at the effective time of the Business Combination. This provision
was important to the parties to ensure that Mr. Robins will exert control only when he has a stake in the Company’s economic
performance sufficient to align his interests with stockholders generally. The parties recognized that whether Mr. Robins maintains
a certain threshold of Class A shares is within Mr. Robins control, but believed that this provision represented an appropriate
alignment of interests.

    U.S. Securities and Exchange Commission
 April 8, 2020
 Page 5

The Class B shares also will be subject
to cancelation one year after the date that two conditions occur: (1) the earliest to occur of (a) Mr. Robins’ employment
as Chief Executive Officer is terminated for Cause (as defined in the Proposed Charter) or due to death or Permanent Disability
(as defined in the Proposed Charter) and (b) Mr. Robins resigns (other than for Good Reason (as defined in the Proposed Charter))
as the Chief Executive Officer of the Company; and (2) either (a) Mr. Robins no longer serves as a member of the board of
directors of the Company or (b) Mr. Robins serves as a member of the board of directors, but his service to the Company is not
his primary business occupation. Although Mr. Robins’ actions or inactions could, in part, trigger this event, or delay his
ultimate separation from the Company, the parties believed that this provision provided the Company and its shareholders with the
necessary protection to remove control once Mr. Robins was no longer meaningfully involved in the operation of the Company.

Clarifying the Liquidation Mechanics

In order to ensure that the Class B shares
provide no economic value to Mr. Robins, the parties agreed to certain provisions to ensure that Mr. Robins could not realize value
in the Class B shares. The Class B shares may not be sold or transferred, have no dividend rights and, in the event of a voluntary
or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, have no right to receive any liquidating
distributions with respect to the assets of the Company (the holders of the Class A shares are entitled, pro rata on a per share
basis, to all assets of the Company of whatever kind available for distribution to the holders of Common Stock). The Company will
revise its disclosure on page 253 of the Registration Statement under the section titled “Class B Common Stock—Liquidation
Rights” to state “Notwithstanding this, due to the liquidation rights of New DraftKings Class A common stock described
above in which all assets of New DraftKings of whatever kind available will be distributed to holders of New DraftKings Class A
common stock, no assets of New DraftKings will be available for liquidating distributions in respect of the New DraftKings Class
B common stock.”

Valuing the Class B Shares

Although the parties structured the Class
B shares to convey no economic benefits or economic value to Mr. Robins, we acknowledge the Staff’s comment that the grant
of 90% of the voting power in the Company would appear on its face to have some value and that the super-voting structure in this
case appears to be unique in that the Class B shares solely convey voting power with no economic rights or value.

As such, DraftKings considered whether
any of the standard valuation methodologies could be utilized to aid in the valuation of the Class B shares, and ultimately relied
on a market comparables analysis using both a market transaction approach and a market trading valuation approach. DraftKings considered
whether a discounted cash flow analysis could be utilized to arrive at an implied value for the Class B shares, but determined
that such analysis could not be applied in this structure in which there are no cash flows associated with the Class B shares nor
claims to residual assets in the event of a liquidation. Additionally, DraftKings considered an asset-based approach but determined
that such an approach was not applicable to a company that has a financial operating history.

As noted above, the Company’s proposed
super-voting structure is different from the more traditional dual class structure in which multiple classes of stock have the
same or broadly similar economic rights but one class has additional voting rights; here, the Class B shares provide the holder
with voting rights only and no economic rights. Additionally, as noted above, the Class B shares are not subject to a temporal
sunset, but instead are structured such that they are automatically cancelled if Mr. Robins ceases to maintain a significant personal
ownership stake and are subject to cancellation by the Company one year after he ceases to have a significant operating leadership
role with the Company under specified circumstances. However, the Company’s proposed structure is similar to many other typical
dual class structures instituted by companies in connection with their initial public offering, in that the Class B shares enable
their holder to control matters submitted to stockholders for approval, including the election of directors and major corporate
transactions, as described in the “Risk Factors” section of the Registration Statement.

    U.S. Securities and Exchange Commission
 April 8, 2020
 Page 6

The Company believes that the proposed
structure aligns incentives between Mr. Robins, as the sole holder of Class B shares, and all other stockholders of the Company,
who hold Class A shares. All decisions m