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January 8, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

100 F Street, NE

Washington, DC 20549

Attention: Brian Fetterolf and Taylor Beech

Re:
DraftKings Inc.

Annual Report on Form 10-K
  Filed on February 17, 2023

File No. 001-41379

Dear Mr. Fetterolf and Ms. Beech:

DraftKings Inc. (the “Company”
or “we”) is pleased to address the comments of the Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated December 7, 2023
(the “Comment Letter”), regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022
(the “2022 Annual Report”). Further to the conversations between the Staff and our counsel on December 18 and
19, 2023, we thank the Staff for the additional ten business day extension period provided by the Staff to respond to the Comment Letter.

For ease of reference, set forth below is the
Company’s response to the Comment Letter. The numbering of the paragraphs below corresponds to the numbering of the Comment Letter,
which we have incorporated into this response for your convenience. All capitalized terms not otherwise defined herein have the meaning
assigned to them in the 2022 Annual Report.

General

1.
We note your disclosure that DraftKings Marketplace “is a digital collectibles (nonfungible token or “NFT”)
ecosystem designed for mainstream accessibility that offers curated initial NFT drops (“Primary Sales”). In addition to Primary
Sales, owners of NFTs on Marketplace can list their NFTs for sale to other Marketplace customers (“Secondary Sales”). The
revenue that the Company earns from Marketplace is primarily based on a specific percentage of the gross value of each Primary Sale or
Secondary Sale.” Your website also indicates that you are actively engaging in primary sales and facilitating secondary sales of
NFTs. In connection with such activities, please:

●
Provide proposed disclosure that includes a materially complete description of your Marketplace, including identifying the
underlying protocol, and the NFTs that are listed and traded on your Marketplace, and clarify who creates the NTFs; and

●
Explain to us how your Marketplace operates with respect to NFTs and your role in it. In this regard, describe in greater detail
the services the Marketplace provides, both in the creation of the NFTs and the subsequent listing and trading of the NFTs on your platform,
and how prices are set in primary and resale transactions.

Securities and Exchange Commission

January 8, 2024

Response:

The Company respectfully advises the Staff that additional
disclosure in future annual and periodic reports filed with the Commission regarding Marketplace would, at this point and for the foreseeable
future, not be material to investors in the Company’s securities. For the year ended December 31, 2022 and the nine months
ended September 30, 2023, the Company earned net revenues of $2.24 billion and $2.43 billion, respectively, of which Marketplace
comprised approximately one-half of one percent (0.50%), or less, of net revenues in each period. As disclosed in the 2022 Annual Report,
the vast majority of the Company’s revenue comes from online gaming, which includes online Sportsbook, iGaming, and DFS product
offerings—none of which include Marketplace. Although the Company believes that additional disclosure regarding Marketplace, beyond
that which is included in its 2022 Annual Report, would not be material for investors in its securities, the Company respectfully
advises the Staff as follows:

During the third quarter of 2021, the Company launched
Marketplace, a platform through which Marketplace customers can purchase NFTs from the Company and third parties and purchase NFTs from,
and sell NFTs to, other Marketplace customers. Only the Company’s current account holders can buy or sell NFTs on Marketplace.
As described in the Company’s 2022 Annual Report:

Marketplace is a NFT ecosystem designed for mainstream accessibility
that offers curated initial NFT drops (“Primary Sales”) and allows owners of NFTs on Marketplace to list their NFTs for sale
to other Marketplace customers (“Secondary Sales”). Once marked for sale with a chosen selling price, the NFT will appear
on the Marketplace secondary market. Customers can browse all available NFTs within the secondary market and can opt to purchase based
on the selling price. The revenue we earn on Primary Sales and Secondary Sales is based on a specific percentage of the gross value of
each such sale.

(2022 Annual Report, at 5.) Initially, NFTs available on
Marketplace (“Marketplace NFTs”) were linked to static or animated collectible images or physical cards, most of which
are of professional athletes (“Collectible NFTs”). Some Collectible NFTs are linked to intellectual property
created by third parties (“Third-Party Collectible NFTs”), while other Collectible NFTs are linked to intellectual
property created by the Company (“DraftKings Collectible NFTs”).1 The Company provides certain
services to these third parties—such as minting and custody services—and receives a license from these third parties to facilitate
the sales of the Third-Party Collectible NFTs on Marketplace.

1 One third party that licenses intellectual property linked
to Third-Party Collectible NFTs is LFG NFTS, Corp. (“Autograph”). As disclosed in the Company’s definitive
proxy statements for its 2022 and 2023 annual meetings, the Company is party to a commercial agreement with Autograph and certain of
the Company’s directors and executive officers serve on the board of advisors of, and/or have invested in equity securities of,
Autograph.

    2

Securities and Exchange Commission

January 8, 2024

In May 2022, the Company launched “Reignmakers”
a fantasy sports-style contest of skill (“Reignmakers Contests”). Reignmakers contestants use NFT player cards that
are minted by the Company and sold on Marketplace or occasionally given away by the Company to customers through promotions. Contestants
use these NFT cards to build a lineup of real-world athletes and then compete against each other in Reignmakers Contests. Each NFT card
represents a real-world athlete who accrues fantasy points based on that athlete’s statistical performance in a given event or
game. We refer to NFTs used or available in connection with Reignmakers Contests as “Reignmakers NFTs.” Initially,
Reignmakers NFTs featured players from the National Football League Players’ Association. In early 2023, the Company began offering
Reignmakers NFTs and Reignmakers Contests for two other professional sports. Reignmakers NFTs represented approximately 93% and 99% of
Marketplace NFTs transacted on Marketplace since inception and for the year ended December 31, 2023, respectively.

Both types of Marketplace NFTs—Collectible NFTs and
Reignmakers NFTs—are minted by the Company on a public blockchain developed by Polygon Labs (“Polygon”), which
is an unaffiliated commercial counter-party of the Company, and recorded on its public ledger.2 The Polygon blockchain serves
as a distributed and decentralized ledger for a multitude of digital asset projects and applications built by a variety of entities.
Minting an NFT on the Polygon blockchain serves as a certificate of authenticity.

DraftKings Collectible NFTs and Reignmakers NFTs are sold
by the Company in Primary Sales. Third-Party Collectible NFTs are sold in Primary Sales by the third party. The Company is not a party
to the Primary Sales of Third-Party Collectible NFTs. Reignmakers NFTs are sold to Marketplace customers in Primary Sales by the Company
primarily in digital packs of multiple NFTs. In some cases, Reignmakers NFTs are given away by the Company to Marketplace customers in
promotions or as prizes. After the Primary Sale, both Collectible NFTs and Reignmakers NFTs are generally available for purchase and
sale in Secondary Sales between customers in Marketplace. Once marked for sale with a selling price established by the seller (subject
to a de minimis price floor set by the Company), the NFT appears on the Marketplace secondary market. Customers can browse all
available Marketplace NFTs within the secondary market and can opt to purchase based on the selling price. The Company does not buy or
sell Marketplace NFTs in the secondary market.

2
While approximately 99.999% of Marketplace NFTs were minted on the Polygon blockchain, the remaining 0.001% of Marketplace
NFTs were minted by the Company on Ethereum, which are disregarded as immaterial for purposes of this discussion.

    3

Securities and Exchange Commission

January 8, 2024

Collectible NFTs and Reignmakers NFTs are held in the Company’s
omnibus digital asset wallet and ownership is tracked using the Company’s internal ledger. Collectible NFTs can be removed by the
customer from the Company’s digital asset wallet into the customer’s own digital wallet with the Company’s permission.
Third-Party Collectible NFTs may be removed only if allowed by the licensing agreement with the third party that licenses the intellectual
property linked to the Marketplace NFT. The revenue the Company earns on Secondary Sales and Third-Party Collectible NFT Primary Sales
is based on a specific percentage of the gross value of each such sale.

    2.
    Provide us with your
    legal analysis that such NFTs sold on your Marketplace are not securities under Section 2(a)(1) of the Securities Act of
    1933 and, therefore, you are not facilitating, or causing you to engage in, transactions in unregistered securities. In responding
    to this comment, please address your operation of the Marketplace. See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner &
    Smith, Inc., 756 F.2d 230 (2d Cir. 1985).

Response:

The Company respectfully advises the Staff that the federal
securities laws define “security” to include, in addition to the more common forms of securities such as stocks and bonds,
 “any investment contract.” See 15 U.S.C. §§ 77b(a)(1) & 78c(a)(10). Marketplace NFTs—both Collectible
NFTs and Reignmakers NFTs—are not securities because they are not “investment contracts” under Section 2(a)(1) of
the Securities Act. 15 U.S.C. § 78b(a)(1). The Supreme Court held in SEC v. W.J. Howey Co. that “a particular
financial instrument constitutes an investment contract (and, hence, a security)” only if it “comprises (1) the investment
of money (2) in a common enterprise (3) with an expectation of profits to be derived solely from the efforts of the promoter
or a third party.” SEC v. SG Ltd., 265 F.3d. 42, 46 (1st Cir. 2001) (citing SEC v. W.J. Howey Co.,
328 U.S. 293, 298-99 (1946)).

As the Staff may be aware, in March 2023, a litigation
was filed in federal district court in Massachusetts alleging, among other things, that NFTs bought or sold on Marketplace constitute
securities that were required to be, but were not, registered with the Commission in accordance with federal and Massachusetts law, and
that Marketplace is a securities exchange that is not registered as required by federal and Massachusetts law (the “Massachusetts Litigation”).
The Company has moved to dismiss the Massachusetts Litigation, asserting, among other things, that Marketplace NFTs do not qualify as
investment contracts under the Howey test. As more fully set forth in that motion, at a minimum, Marketplace NFTs fail both the
second and third prongs of the Howey test for the following reasons.

    4

Securities and Exchange Commission

January 8, 2024

Common Enterprise:

Most courts assess whether the purchase of a particular
instrument constitutes an investment in a “common enterprise” by examining whether there is “horizontal commonality”
among purchasers—i.e., whether the promoter “pools” contributions “from multiple investors so that all
share in the profits and risks of the enterprise.” SG Ltd., 265 F.3d. at 49. Some courts also consider whether there is
 “vertical commonality” between the purchasers and the promoter. See, e.g., Brodt v. Bache & Co., Inc.,
595 F.2d 459, 461 (9th Cir.1978). “Strict” vertical commonality requires “that the investors’ fortunes be interwoven
with and dependent upon the efforts and success of those seeking the investment or of third parties.” SG Ltd., 265 F.3d.
at 49 (internal quotation marks omitted).3 Marketplace NFTs satisfy none of these standards.

The Company does not “pool” the proceeds
of Marketplace NFT sales for the benefit of purchasers. In contrast to the matters where the Commission has deemed other NFTs to
constitute securities, among other things, Marketplace was built before any NFTs were sold, and the Company does not devote any net
proceeds to develop or promote Marketplace or Marketplace NFTs.4 Marketplace is only a small part of the Company’s
business, which the Company believes is not material for investors in its securities, as noted in response to Comment 1, and like
any other revenues, the Company deploys revenues earned from sales of Marketplace NFTs across its operations as it sees fit. Cf., SG
Ltd., 265 F.3d at 50 (finding pooling to be satisfied when funds were “pooled in a single account used to settle
participants’ on-line transactions”). Moreover, a Marketplace NFT does not give its owner a participatory interest in
the Company, Marketplace, or any other enterprise. See Hocking v. Dubois, 839 F.2d 560, 566 (9th Cir. 1988), adhered
to on reh’g, 885 F.2d 1449 (9th Cir. 1989) (no horizontal commonality where investors do not “pool their investments
together and split the net profits and losses in accordance with their pro rata investments”). A Marketplace NFT also does not
provide its owner voting rights in the Company or a right to receive dividends from the Company.

Marketplace NFTs are unique digital assets with utility
as collectibles, in the case of Collectible NFTs, and utility as game pieces in Reignmakers Contests, in the case of Reignmakers NFTs.
Any value that Marketplace NFTs have is a function of these utilities as well as other factors beyond the Company’s control, including
the popularity and real-world performance of athletes and supply and demand forces. The value of any Marketplace NFT fluctuates in accordance
with its utility, which may be more or less than the purchase price at any given time. Thus, commonality is absent because, among other
things, the fortunes of each Marketplace NFT purchaser is independent of the fortunes of other purchasers. See Revak, 18 F.3d
at 88 (holding that horizontal commonality was lacking where, as here, an individual purchaser may “make profits or sustain losses
independent of the fortunes of other purchasers”). Indeed, purchasers of Reignmakers NFTs (which represented approximately 93%
and 99% of Marketplace NFTs transacted on Marketplace since inception and for the year ended December 31, 2023, respectively) compete
against one another in Reignmakers Contests. Thus, the fortunes of any Reignmakers NFT owner is primarily determined by his or
her success or failure in Reignmakers Contests.

3
A minority of courts apply a “broad” vertical commonality test. Broad vertical commonality is established where
the “investor’s fortunes are tied to the promoter’s success.” Id. But many courts reject this approach
because it “effectively merge[s] into a single inquiry” the “two separate questions posed by Howey—whether
a common enterprise exists and whether the investors’ profits are to be derived solely from the efforts of others.” Revak
v. SEC Realty Corp., 18 F.3d 81, 88 (2d Cir. 1994). In any event, Marketplace NFTs do not satisfy the broad vertical commonality
standard for the same reasons, described below, that Marketplace NFTs do not satisfy the third prong of the Howey test.

4 Substantial
portions of any revenues from Marketplace NFT sales are paid in license fees to the licensors that own the i