DRAFTKINGS INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. (form 8-K)

Item 1.01 Entry into Material Definitive Agreement.

Supplemental Indenture

On May 5, 2022, and in connection with the Transactions, Old DraftKings, New DraftKings and Computershare Trust Company, N.A. ("CTC"), as trustee, entered into a supplemental indenture (the "Supplemental Indenture") to the Indenture, dated as of March 18, 2021 (the "Indenture"), between Old DraftKings and CTC, pursuant to which (i) New DraftKings agreed to fully and unconditionally guarantee all of Old DraftKings' obligations under its 0% Convertible Senior Notes due 2028 (the "Convertible Notes") and the Indenture and (ii) each Convertible Note which was outstanding as of the DraftKings Merger Effective Time and previously convertible into shares of Old DraftKings Class A Common Stock (as defined below) became convertible into shares of New DraftKings Class A Common Stock (as defined below), pursuant to and in accordance with the terms of the Indenture, as supplemented by the Supplemental Indenture.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by the full text of the Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Old DraftKings Assignment and Assumption Agreement

In connection with the Transactions, Old DraftKings entered into an assignment and assumption agreement (the "Old DraftKings Warrant Assignment Agreement") with New DraftKings, CTC and Computershare Inc. (together with CTC, "Computershare"), pursuant to which Old DraftKings assigned to New DraftKings all of its rights, interests and obligations under the Warrant Agreement, dated as of May 10, 2019 (the "Old DraftKings Warrant Agreement"), by and between Diamond Eagle Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent, as assumed by Old DraftKings and assigned to Computershare by that certain Assignment and Assumption Agreement, dated as of April 23, 2020, governing Old DraftKings' outstanding warrants ("Old DraftKings Warrants") to purchase Class A common stock, par value $0.0001 per share, of Old DraftKings ("Old DraftKings Class A Common Stock"), on the terms and conditions set forth in the Old DraftKings Warrant Assignment Agreement. Effective as of the DraftKings Merger Effective Time, each of the outstanding Old DraftKings Warrants became exercisable for one share of New DraftKings Class A Common Stock on the existing terms and conditions of such Old DraftKings Warrants, except as described in the Old DraftKings Warrant Assignment Agreement.

The foregoing description of the Old DraftKings Warrant Assignment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Old DraftKings Warrant Assignment Agreement, a copy of which is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

At the DraftKings Merger Effective Time, each issued and outstanding share of Old DraftKings Class A Common Stock and each issued and outstanding share of Class B common stock, par value $0.0001 per share, of Old DraftKings ("Old DraftKings Class B Common Stock" and, together with Old DraftKings Class A Common Stock, "Old DraftKings Common Stock") (other than shares of Old DraftKings Common Stock that were held in treasury by Old DraftKings not on behalf of a third party), were cancelled and converted into one validly issued, fully paid and non-assessable share of Class A common stock, par value $0.0001 per share, of New DraftKings ("New DraftKings Class A Common Stock") and Class B common stock, par value $0.0001 per share, of New DraftKings ("New DraftKings Class B Common Stock" and, together with New DraftKings Class A Common Stock, "New DraftKings Common Stock"), respectively.

At the GNOG Merger Effective Time, each issued and outstanding share of Class A common stock, par value $0.0001 per share, of GNOG ("GNOG Class A Common Stock") (other than shares of GNOG Class A Common Stock held in treasury by GNOG not on behalf of a third party), was converted automatically into the right to receive 0.365 (the "Exchange Ratio") of a duly authorized, validly issued, fully paid and nonassessable share of New DraftKings Class A Common Stock (such fraction of a share of New DraftKings Class A Common Stock, the "GNOG Merger Consideration"). No fractional shares of New DraftKings Class A Common Stock were issued in connection with the GNOG Merger, and the holders of GNOG Class A Common Stock received cash in lieu of any fractional shares of New DraftKings Class A Common Stock. Given that LF LLC (the holder of all of the issued and outstanding shares of Class B common stock, par value $0.0001 per share, of GNOG ("GNOG Class B Common Stock" and, together with GNOG Class A Common Stock, "GNOG Common Stock")) received the Contribution Consideration (as defined below) in connection with the Contribution, which also constituted consideration in respect of its shares of GNOG Class B Common Stock, LF LLC did not receive any GNOG Merger Consideration in connection with the GNOG Merger in respect of its shares of GNOG Class B Common Stock, which were instead cancelled at the GNOG Merger Effective Time.

At the GNOG Merger Effective Time, LF LLC contributed its LHGN Units to New DraftKings in exchange for a number of shares of New DraftKings Class A Common Stock equal to that which LF LLC would have received in the GNOG Merger based on the Exchange Ratio if it had caused LHGN LLC to redeem all of its LHGN Units in exchange for shares of GNOG Class A Common Stock on a one-for-one basis immediately prior to the GNOG Merger Effective Time (the "Contribution Consideration").

As provided in the Merger Agreement, at the DraftKings Merger Effective Time, each outstanding restricted stock unit of Old DraftKings (each, an "Old DraftKings RSU") and each outstanding option to purchase Old DraftKings Common Stock (each, an "Old DraftKings Option") issued under the Old DraftKings Stock Plans (as defined below) was automatically converted into an equivalent . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K (this "Current Report") under the heading "Supplemental Indenture" is incorporated by reference into this Item 2.03.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing.

The information set forth in the Explanatory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Explanatory Note, Item 2.01 and Item 5.03 of this Current Report is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Explanatory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.




Compensatory Plans

Effective as of the Merger Effective Times, New DraftKings assumed (i) the DraftKings Inc. 2020 Incentive Award Plan (the "2020 Plan"), the DraftKings Inc. Employee Stock Purchase Plan (the "ESPP"), the DraftKings Inc. 2017 Equity Incentive Plan (the "2017 Plan"), the DraftKings Inc. 2012 Stock Option & Restricted Stock Incentive Plan (the "2012 Plan") and the SBTech (Global) Limited 2011 Global Share Option Plan (the "SBTech Plan" and, together with the 2020 Plan, the ESPP, the 2017 Plan and the 2012 Plan, the "Old DraftKings Stock Plans") and (ii) the share reserve available for future issuances under the Old DraftKings Stock Plans.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal

           Year.

In connection with the completion of the DraftKings Merger, on May 5, 2022, Old DraftKings amended its articles of incorporation to change its name to "DraftKings Holdings Inc." A copy of Old DraftKings' amended articles of incorporation is filed as Exhibit 3.1 to this Current Report and is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

  d) Exhibits




Exhibit No.      Description

  2.1*             Agreement and Plan of Merger, dated as of August 9, 2021, by and among
                 Old DraftKings, New DraftKings, GNOG, DraftKings Merger Sub and GNOG
                 Merger Sub (incorporated by reference to Exhibit 2.1 to Old DraftKings'
                 Current Report on Form 8-K, filed with the SEC on August 10, 2021)*
  3.1              Amendment to the Articles of Incorporation of Old DraftKings
  4.1              Supplemental Indenture, dated as of May 5, 2022, by and among New
                 DraftKings, Old DraftKings and CTC, as trustee
  4.2              Assignment and Assumption Agreement, dated as of May 5, 2022, by and
                 among New DraftKings, Old DraftKings and Computershare
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5)

of Regulation S-K. Old DraftKings agrees to furnish supplementally a copy of

any omitted schedule or similar attachment to the SEC upon request.

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