Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019 | |
Cover | |
Entity Registrant Name | Diamond Eagle Acquisition Corp. \ DE |
Entity Filer Category | Non-accelerated Filer |
Document Type | S-1/A |
Entity Central Index Key | 0001772757 |
Amendment Flag | false |
Entity Small Business | true |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET | Dec. 31, 2019USD ($) |
Current assets: | |
Cash and cash equivalents | $ 491,225 |
Prepaid expenses | 319,239 |
Total current assets | 810,464 |
Cash and investments held in Trust Account | 403,961,209 |
Total Assets | 404,771,673 |
Current liabilities: | |
Accounts payable | 1,493,133 |
Total current liabilities | 1,493,133 |
Deferred underwriting compensation | 14,000,000 |
Total Liabilities | 15,493,133 |
Class A common shares subject to possible redemptions; 38,427,853 shares at approximately $10.00 per share | 384,278,530 |
Stockholders' equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 2,689,444 |
Retained earnings | 2,309,409 |
Total stockholders' equity, net | 5,000,010 |
Total liabilities and stockholders' equity | 404,771,673 |
Class A ordinary shares | |
Stockholders' equity: | |
Common stock | 157 |
Class B ordinary shares | |
Stockholders' equity: | |
Common stock | $ 1,000 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) | Dec. 31, 2019$ / sharesshares |
Preferred shares, par value | $ / shares | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Common shares, shares authorized | 5,250,000 |
Class A ordinary shares | |
Shares subject to possible redemption | 38,427,853 |
Shares subject to possible redemption, par value per share | $ / shares | $ 10 |
Common shares, par value | $ / shares | $ 0.0001 |
Common shares, shares authorized | 380,000,000 |
Common shares, shares issued | 1,572,147 |
Common shares, shares outstanding | 1,572,147 |
Class B ordinary shares | |
Common shares, par value | $ / shares | $ 0.0001 |
Common shares, shares authorized | 20,000,000 |
Common shares, shares issued | 10,000,000 |
Common shares, shares outstanding | 10,000,000 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS | 9 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
General and administrative expenses | $ 1,857,305 |
Loss from operations | (1,857,305) |
Other income - interest on Trust Account | 5,111,208 |
Income before provision for income tax | 3,253,903 |
Provision for income tax | 944,494 |
Net income | $ 2,309,409 |
Class A ordinary shares | |
Weighted average number of ordinary shares outstanding | shares | 40,000,000 |
Net income per ordinary share, basic and diluted | $ / shares | $ 0.09 |
Class B ordinary shares | |
Weighted average number of ordinary shares outstanding | shares | 10,010,045 |
Net income per ordinary share, basic and diluted | $ / shares | $ (0.15) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Dec. 31, 2019 - USD ($) | Ordinary SharesClass A ordinary shares | Ordinary SharesClass B ordinary shares | Ordinary Shares | Additional Paid-in Capital | Retained Earnings | Total |
Balance at the beginning at Mar. 26, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Mar. 26, 2019 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock to initial shareholder at approximately $0.002 per share | $ 1,006 | 25,000 | 23,994 | |||
Issuance of common stock to initial shareholder at approximately $0.002 per share (in shares) | 10,062,500 | |||||
Sale of Units to the public at $10.00 per unit | $ 4,000 | 400,000,000 | 399,996,000 | |||
Sale of Units to the public at $10.00 per unit (in shares) | 40,000,000 | |||||
Underwriters' discount and offering expenses | (22,555,869) | (22,555,869) | ||||
Sale of 6,333,334 Private Placement Warrants at $1.50 per warrant | 9,500,000 | 9,500,000 | ||||
Forfeiture of Class B shares by initial shareholders | $ (6) | 6 | ||||
Forfeiture of Class B shares by initial shareholders (in shares) | (62,500) | |||||
Proceeds subject to possible redemption | $ (3,843) | (384,278,530) | (384,274,687) | |||
Proceeds subject to possible redemption (in shares) | (38,427,853) | |||||
Net income | 2,309,409 | 2,309,409 | $ 2,309,409 | |||
Balance at the end at Dec. 31, 2019 | $ 157 | $ 1,000 | $ 5,000,010 | $ 2,689,444 | $ 2,309,409 | $ 5,000,010 |
Balance at the end (in shares) at Dec. 31, 2019 | 1,572,147 | 10,000,000 |
CONSOLIDATED STATEMENT OF STO_2
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Dec. 31, 2019 | May 10, 2019 |
Price per share | $ 10 | $ 12 |
Number of warrants issued | 6,333,334 | |
Price per warrant | $ 1.50 | |
Ordinary Shares | Class A ordinary shares | ||
Price per share | 10 | |
Ordinary Shares | Class B ordinary shares | ||
Price per share | $ 0.002 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Cash flows from operating activities: | |||
Net income | $ 2,309,409 | ||
Adjustments to reconcile net income to net cash used in operating activities: | |||
Trust income reinvested in Trust Account | (5,111,208) | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (319,239) | ||
Accounts payable | 1,268,808 | ||
Net cash used in operating activities | (1,852,230) | ||
Cash flows from investing activities: | |||
Principal deposited in Trust Account | (400,000,000) | ||
Cash withdrawn from Trust for income taxes | 1,149,999 | ||
Net cash used in investing activities | (398,850,001) | ||
Cash flows from financing activities: | |||
Proceeds from promissory note - related party | 60,675 | $ 300,000 | |
Repayment of promissory note - related party | (60,675) | ||
Proceeds from private placement of warrants | 9,500,000 | ||
Proceeds from sale of Class A common stock | 400,000,000 | ||
Payment of underwriters' discount | (8,000,000) | ||
Payment of offering costs | $ (22,555,869) | (306,544) | |
Net cash provided by financing activities | 401,193,456 | ||
Increase in cash during period | 491,225 | ||
Cash and equivalents at end of period | $ 491,225 | 491,225 | $ 491,225 |
Supplemental disclosure of cash flow information: | |||
Cash paid for taxes | 1,149,999 | ||
Supplemental disclosure of non-cash financing activities: | |||
Deferred underwriting compensation | 14,000,000 | ||
Class A common stock subject to possible redemption | 384,278,530 | ||
Offering costs paid by sponsor in exchange for founder shares (Class B Common Stock) | 25,000 | ||
Deferred offering costs included in accounts payable | $ 224,325 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Business Operations | |
Organization and Business Operations | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Business Operations Incorporation Diamond Eagle Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on March 27, 2019. Subsidiaries In connection with the proposed business combination (the "Business Combination") with DraftKings Inc. ("DK") and SBTech (Global) Limited ("SBT"), the Company formed a wholly-owned subsidiary, DEAC Merger Sub Inc., which was incorporated in Delaware on December 9, 2019 ("Merger Sub"). Merger Sub did not have any activity as of December 31, 2019. Also in connection with an initial business combination, the Company formed another wholly-owned subsidiary, DEAC NV Merger Corp. ("DEAC Nevada"), which was incorporated in Nevada on November 13, 2019. DEAC Nevada did not have any activity as of December 31, 2019. Sponsor The Company’s sponsor is Eagle Equity Partners, LLC, a Delaware limited liability company (the “Sponsor”). Fiscal Year End The Company has selected December 31 as its fiscal year end. Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected. Financing The registration statement for the Company's initial public offering (the "Public Offering") (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the "SEC") on May 10, 2019. The Company consummated the Public Offering on May 14, 2019, and, simultaneously with the closing of the Public Offering, the Sponsor and Harry E. Sloan purchased an aggregate of 6,333,334 warrants in a private placement (as described in Note 4) for a total purchase price of approximately $9,500,000. The closing of the Public Offering included a partial exercise (5,000,000 units) of the over-allotment option granted to the underwriters. Upon the closing of the Public Offering and the private placement, $400,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee (the "Trust Account"). Trust Account The Trust Account can be invested in permitted United States “government securities” within the meaning of Section 2(a) (16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay income taxes, and the withdrawal of interest to fund the Company's working capital requirements (subject to an annual limit of $250,000) and/or to pay taxes, if any, none of the funds held in Trust will be released until the earlier of: (i) the completion of an initial business combination; (ii) the redemption of any of the shares of Class A common stock included in the units sold in the Public Offering (the “Units”) properly tendered in connection with a stockholder vote to amend the Company’s Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A common stock included in the Units if the Company does not complete an initial business combination within 24 months from the closing of the Public Offering (May 14, 2021) or (iii) the redemption of 100% of the shares of Class A common stock included in the Units if the Company is unable to complete an initial business combination by May 14, 2021. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Business Combination An initial business combination is subject to the following size, focus and stockholder approval provisions: Size/Control - An initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into an initial business combination. The Company will not complete an initial business combination unless it acquires a controlling interest in a target company or is otherwise not required to register as an investment company under the Investment Company Act. Tender Offer/Stockholder Approval -The Company, after signing a definitive agreement for an initial business combination, will either (i) seek stockholder approval of an initial business combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares of Class A common stock, regardless of whether they vote for or against an initial business combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of an initial business combination, including interest but less income taxes payable, or (ii) provide stockholders with the opportunity to sell their shares of Class A common stock to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest but less income taxes payable. The decision as to whether the Company will seek stockholder approval of an initial business combination or will allow stockholders to sell their shares of Class A common stock in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of an initial business combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate business combination. If the Company holds a stockholder vote in connection with an initial business combination, a public stockholder will have the right to redeem its shares of Class A common stock for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest but less income taxes payable. As a result, such shares of Class A common stock have been recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, “Distinguishing Liabilities from Equity.” Going Concern and Liquidity The Company has until May 14, 2021 to complete its initial business combination. If the Company does not complete an initial business combination within this period of time, it shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an annual limit of $250,000) (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor, Harry E. Sloan and the Company’s executive officers and directors (the “initial stockholders”) have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete an initial business combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. As of December 31, 2019, the Company had $491,225 in cash and a working capital deficit of $682,669. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of December 31, 2019, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity, in the form of Working Capital Loans, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of an initial business combination or a minimum one year from the date of issuance of these consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 13,333,333 and 6,333,334 shares of the Company's Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive. The Company’s consolidated statement of operations includes a presentation of net income per share for common shares subject to redemption in a manner similar to the two-class method of net income (loss) per share. Net income (loss) per common share for basic and diluted Class A common stock is calculated by dividing the interest income earned on the Trust Account of $5,111,208, net of applicable franchise taxes of $153,971, working capital up to $250,000 annually, and income taxes of $944,494, by the weighted average number of Class A common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss of $1,453,333, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet with the exception of investments in Trust, as they are carried at amortized cost. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Offering costs of $22,555,869 consisting principally of underwriters' discounts of $22,000,000 (including $14,000,000 of which payment is deferred) and $555,869 of professional, printing, filing, regulatory and other costs were charged to additional paid-in capital upon completion of the Public Offering. Approximately $224,395 of such offering expenses were accrued but unpaid at December 31, 2019. Redeemable Shares As discussed in Note 1, all of the 40,000,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the Company's Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2019, 38,427,853 shares of the 40,000,000 shares of Class A common stock included in the Units were classified outside of permanent equity. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from March 27, 2019 (inception) to December 31, 2019, the Company recorded an income tax expense of $944,494. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2019 | |
Public Offering | |
Public Offering | 3. Public Offering On May 14, 2019, the Company sold 40,000,000 Units at a price of $10.00 per unit in the Public Offering.Each Unit consists of one share of Class A common stock of the Company, $0.0001 par value per share (the "Public Shares"), and one-third of one warrant to purchase one share of Class A common stock (the “Public Warrants”). The closing of the Public Offering included a partial exercise (5,000,000 Units) of the overallotment option granted to the underwriters. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the Public Warrant holder. Each Public Warrant will become exercisable on the later of 30 days after the completion of an initial business combination and 12 months from the closing of the Public Offering. However, if the Company does not complete an initial business combination on or prior to the 24‑month period allotted to complete an initial business combination, the Public Warrants will expire at the end of such period. Under the terms of a warrant agreement between the Company and Continental Stock Transfer & Trust Company, as warrant agent, the Company has agreed to, following the completion of an initial business combination, use its best efforts to file a new registration statement under the Securities Act for the registration of the shares of Class A common stock issuable upon exercise of the Public Warrants. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the 40,000,000 Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. The Company granted the underwriters a 45‑day option to purchase up to 5,250,000 additional Units to cover any over-allotments at the Public Offering price less the underwriting discounts and commissions. The Units that were issued in connection with the over-allotment option are identical to the Units issued in the Public Offering. Prior to the Public Offering, the underwriters’ elected to exercise a portion of the over-allotment option for 5,000,000 additional Units for additional gross proceeds of $50 million. The partial exercise resulted in a reduction of 62,500 shares of Class B common stock subject to forfeiture and are considered as forfeited in the accompanying consolidated balance sheet. The Company paid an upfront underwriting discount of $8,000,000 ($0.20 per Unit sold) in the aggregate to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) equal to $14,000,000 ($0.35 per Unit sold) to become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes an initial business combination. The underwriters are not entitled to any interest accrued on the Deferred Discount. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On March 28, 2019, the Sponsor received 10,062,500 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.002 per share. The Founder Shares are identical to the shares of Class A common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. On April 10, 2019, the Sponsor transferred 4,930,625 Founder Shares to Harry E. Sloan (together with the Sponsor, the “initial stockholders”) for a purchase price of $12,250 (the same per-share price initially paid by the Sponsor), resulting in the Sponsor holding 5,131,875 Founder Shares. On May 10, 2019, the Sponsor and Mr. Sloan each forfeited at no cost 31,875 and 30,625 Founder Shares, respectively, to the Company in connection with the election by the underwriters of the Public Offering to exercise their over-allotment option in part and not in full, resulting in an aggregate of 10,000,000 Founder Shares outstanding. On December 31, 2019, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors, resulting in the Sponsor holding 5,020,000 Founder Shares, for the same per-share purchase price initially paid by the Sponsor. The initial stockholders and the Company’s independent directors have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Rights —The Founder Shares are identical to the Public Shares except that (i) the Founder Shares are subject to certain transfer restrictions, as described above, and (ii) the initial stockholders have agreed to waive their redemption rights in connection with an initial business combination with respect to the Founder Shares and any Public Shares they may purchase, and to waive their redemption rights with respect to the Founder Shares if the Company fails to complete an initial business combination within 24 months from the closing of the Public Offering. Voting —If the Company seeks stockholder approval of an initial business combination, the initial stockholders have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of an initial business combination. Liquidation —Although the initial stockholders and their permitted transferees have waived their redemption rights with respect to the Founder Shares if the Company fails to complete an initial business combination within the prescribed time frame, they will be entitled to redemption rights with respect to any Public Shares they may own. Private Placement Warrants In conjunction with the Public Offering, the Sponsor and Harry E. Sloan purchased an aggregate of 6,333,334 private placement warrants (the “Private Placement Warrants”), at a price of $1.50 per warrant (approximately $9,500,000 in the aggregate) in the Private Placement. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $400,000,000 was placed in the Trust Account. On December 31, 2019, the Sponsor transferred 66,666 Private Placement Warrants to Scott Delman and 133,333 Private Placement Warrants to each of Joshua Kazam and Fredric Rosen for the same per-warrant purchase price initially paid by the Sponsor. The Private Placement Warrants (including the shares of common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the initial business combination and they are non-redeemable for cash so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable for cash by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete an initial business combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor, Scott Delman, Fredric Rosen, Joshua Kazam and Harry E. Sloan will expire worthless. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans The Sponsor agreed to loan the Company up to an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. These loans were payable without interest on the earlier of December 31, 2019 or the completion of the Public Offering . Upon completion of the Public Offering , $60,675 was repaid in full. At December 31, 2019, there were no amounts outstanding under the Note. Administrative Services The Company will reimburse the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team by the Sponsor, members of the Sponsor, and the Company’s management team or their affiliates in an amount not to exceed $15,000 per month in the event such space and/or services are utilized and the Company does not pay a third party directly for such services, from the date of closing of the Public Offering. As of December 31, 2019, $90,000 of administrative expenses were incurred under this agreement and paid to the Sponsor. Upon completion of an initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. Working Capital Loans In order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors intend to loan the Company funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. No amounts were borrowed under this arrangement as of December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 5. Commitments and Contingencies The Company is committed to pay the Deferred Discount totaling $14,000,000, or 3.5% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of an initial business combination. The underwriters will not be entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no business combination. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Trust Account and Fair Value Measurements | |
Trust Account and Fair Value Measurements | 6. Trust Account and Fair Value Measurements As of December 31, 2019, investment securities in the Company’s Trust Account consisted of $403,960,089 in United States Treasury Bills and another $1,120 held as cash and cash equivalents. The Company classifies its Treasury Instruments and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments - Debt and Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying December 31, 2019 consolidated balance sheet and adjusted for the amortization or accretion of premiums or discounts. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In addition, the table presents the carrying value under ASC 320, excluding accrued interest income and gross unrealized holding gain. Since all of the Company’s permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Quoted prices in Carrying Value at Gross unrealized Active Markets December 31,2019 Holding Gain (Level 1) Treasury Securities Held as of December 31, 2019 (1) $ 403,960,089 $ 31,347 $ 403,991,436 (1) Maturity date March 24, 2020. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholder's Equity | |
Stockholder's Equity | 7. Common Stock —The authorized shares of common stock of the Company include up to 400,000,000 shares, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock. Holders of the shares of Class A common stock and holders of the shares of Class B common stock vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. Each share of common stock has one vote. At December 31, 2019, there were 40,000,000 shares of Class A common stock outstanding and 10,000,000 shares of Class B common stock outstanding. In connection with the underwriters’ partial exercise of their over-allotment option prior to the closing of the Public Offering, on May 10, 2019, the Sponsor and Harry E. Sloan surrendered an aggregate of 62,500 Founder Shares (consisting of 31,875 by the Sponsor and 30,625 by Harry E. Sloan) to the Company for no consideration, resulting in the Sponsor holding 5,100,000 Founder Shares and Harry E. Sloan holding 4,900,000 Founder Shares. On December 31, 2019, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors, resulting in the Sponsor holding 5,020,000 Founder Shares, for the same per-share purchase price initially paid by the Sponsor. Preferred Stock — The Company is authorized to issue 1,000,000 preferred shares. At December 31, 2019, no preferred shares were outstanding. Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an initial business combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an initial business combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement relating to the warrants. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than their initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the warrants for redemption (except with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Additionally, commencing ninety days after the Warrants become exercisable, the Company may redeem its outstanding warrants in whole and not in part, for the number of shares of Class A common stock determined by reference to the table set forth in the Company’s prospectus relating to the Public Offering based on the redemption date and the “fair market value” of the Class A common stock, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last sale price of the shares of Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders, if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding warrants, as described above and if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The “fair market value” of the shares of Class A common stock is the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax | |
Income Tax | 8. Income Tax The Company incurred United States federal income tax expense of approximately $944,494 for the period from March 27, 2019 (date of inception) through December 31, 2019. The Company made three estimated quarterly tax payments of $383,333 each, to the Internal Revenue Service (“IRS”) for federal income taxes estimated for 2019 on interest earned in the Trust Account. The funds were paid from the Trust Account. At December 31, 2019, the Company had prepaid federal income taxes of $205,505 included in prepaid expenses on the accompanying consolidated balance sheet. The Company’s provision for income tax consists of the following: For the Period Ended December 31, 2019 Federal Current $ 944,494 Deferred (261,174) State Current — Deferred — Change in valuation allowance 261,174 Income tax provision $ 944,494 The Company incurred costs of $1,237,757 related to its search to complete a business combination which are not deductible for federal income tax purposes and resulted in the generation of a deferred tax asset of $261,174 which is available to offset future taxable income. In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. The Company considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2019 is as follows: For the Period Ended December 31, 2019 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Deferred tax rate change Change in valuation allowance 8.0 % Income tax provision 29.0 % |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2019 | |
Business Combination | |
Business Combination | 9. Business Combination On December 22, 2019, the Company entered into a business combination agreement (the “Business Combination Agreement”) with DraftKings Inc., a Delaware corporation (“DK”), SBTech (Global) Limited, a company limited by shares, incorporated in Gibraltar and continued as a company under the Isle of Man Companies Act 2006, with registration number 014119V (“SBT”), the shareholders of SBT (the “SBT Sellers”), Shalom Meckenzie, in his capacity as the SBT Sellers’ Representative, DEAC NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“DEAC Nevada”) and DEAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which (i) the Company will change its jurisdiction of incorporation to Nevada by merging with and into DEAC Nevada, with DEAC Nevada surviving the merger (the “reincorporation”), (ii) Merger Sub will merge with and into DK with DK surviving the merger (the “DK Merger”), and (iii) immediately following the DK Merger, New DraftKings (as defined below) will acquire all of the issued and outstanding share capital of SBT. Upon consummation of the transactions contemplated by the Business Combination Agreement, DraftKings and SBT will become wholly owned subsidiaries of DEAC Nevada, which will be renamed “DraftKings Inc.” and is referred to herein as “New DraftKings” both as of the time of the reincorporation and following such name change. DK is a digital sports entertainment and gaming company. DK provides users with daily fantasy sports, sports betting and iGaming opportunities. SBT’s principal business activities involve the design and development of sports betting and casino gaming platform software for online and retail sportsbook and casino gaming products. The aggregate value of the consideration to be paid to DK and SBT shareholders in the Business Combination is approximately $2.7 billion, of which (A) approximately $2.055 billion will be paid to (i) the current equityholders of DK (the “DK Sellers”) in the form of shares of Class A common stock of New DraftKings (“New DraftKings Class A common stock”), valued at the redemption price for the Company’s public shares in the Business Combination, plus in the case of Jason Robins, such additional number of shares of Class B common stock of New DraftKings (“New DraftKings Class B common stock”) such that as of immediately following the completion of the Business Combination, Mr. Robins shall have approximately ninety percent (90%) of the voting power of the capital stock of New DraftKings on a fully-diluted basis, and (ii) holders of vested in-the-money options and warrants exercisable for DK equity in the form of newly issued options and warrants of New DraftKings exercisable for New DraftKings Class A common stock, and (B) approximately €590 million will be paid to the SBT Sellers and holders of vested options exercisable for equity of SBT, consisting of (i) €180 million in cash, subject to customary net debt and working capital adjustments as well as certain other specified items (the “Cash Consideration”) payable in respect of the ordinary shares of SBT and 30% of the in-the-money vested options of SBT and (ii) approximately €410 million in shares of New DraftKings Class A common stock, valued at the redemption price for the Company’s public shares in the Business Combination, and in the form of newly issued in-the-money vested options of New DraftKings exercisable for New DraftKings Class A common stock. Outstanding unvested options exercisable for DK or SBT equity (other than cashed-out options of SBT, for which the holders will receive a portion of the Cash Consideration for such options) will be converted into options exercisable for shares of New DraftKings Class A common stock. After the execution of the BCA, DK granted restricted stock units to certain of its employees, which will be converted into restricted stock units denominated in New DraftKings Class A common stock. The Cash Consideration will come from the following sources: (1) proceeds available from the Company’s Trust Account, after giving effect to any and all redemptions; and (2) proceeds from private placements of shares of the Company’s Class A common stock to certain institutional investors to occur immediately prior to the closing of the Business Combination, of which the Company currently has commitments for $304.7 million of proceeds. Additional information regarding DK, SBT and the Business Combination is available in the proxy statement/prospectus initially filed by DEAC Nevada with the SEC on January 6, 2020. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 13,333,333 and 6,333,334 shares of the Company's Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive. The Company’s consolidated statement of operations includes a presentation of net income per share for common shares subject to redemption in a manner similar to the two-class method of net income (loss) per share. Net income (loss) per common share for basic and diluted Class A common stock is calculated by dividing the interest income earned on the Trust Account of $5,111,208, net of applicable franchise taxes of $153,971, working capital up to $250,000 annually, and income taxes of $944,494, by the weighted average number of Class A common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss of $1,453,333, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet with the exception of investments in Trust, as they are carried at amortized cost. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Offering costs of $22,555,869 consisting principally of underwriters' discounts of $22,000,000 (including $14,000,000 of which payment is deferred) and $555,869 of professional, printing, filing, regulatory and other costs were charged to additional paid-in capital upon completion of the Public Offering. Approximately $224,395 of such offering expenses were accrued but unpaid at December 31, 2019. |
Redeemable Shares | Redeemable Shares As discussed in Note 1, all of the 40,000,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the Company's Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2019, 38,427,853 shares of the 40,000,000 shares of Class A common stock included in the Units were classified outside of permanent equity. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from March 27, 2019 (inception) to December 31, 2019, the Company recorded an income tax expense of $944,494. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Trust Account (Tables)
Trust Account (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Trust Account and Fair Value Measurements | |
Summary of fair values of its investments | Quoted prices in Carrying Value at Gross unrealized Active Markets December 31,2019 Holding Gain (Level 1) Treasury Securities Held as of December 31, 2019 (1) $ 403,960,089 $ 31,347 $ 403,991,436 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax | |
Schedule of Company's provision for income tax | For the Period Ended December 31, 2019 Federal Current $ 944,494 Deferred (261,174) State Current — Deferred — Change in valuation allowance 261,174 Income tax provision $ 944,494 |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | For the Period Ended December 31, 2019 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Deferred tax rate change Change in valuation allowance 8.0 % Income tax provision 29.0 % |
Organization and Business Ope_2
Organization and Business Operations - Financing (Details) - USD ($) | May 14, 2019 | May 10, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of warrants | $ 9,500,000 | |||
Number of warrants to purchase shares issued | 6,333,334 | 6,333,334 | ||
Amount deposited in trust account | $ 400,000,000 | |||
Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 40,000,000 | |||
Amount deposited in trust account | $ 400,000,000 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of warrants | $ 9,500,000 | $ 9,500,000 | ||
Number of warrants to purchase shares issued | 6,333,334 | 6,333,334 | 6,333,334 | |
Amount deposited in trust account | $ 400,000,000 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 5,000,000 | 5,000,000 |
Organization and Business Ope_3
Organization and Business Operations - Trust Account (Details) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Organization and Business Operations | ||
Annual limit to fund working capital requirements | $ 250,000 | $ 250,000 |
Obligation to redeem common stock included in the units being sold in the public offering (as a percent) | 100.00% | |
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | |
Redemption of common stock included in the units sold in public offering (as a percent) | $ 100 | |
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days) | 2 days | |
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days) | 2 days | |
Cash, FDIC Insured Amount | $ 250,000 | 250,000 |
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters' fees and commissions | $ 5,000,001 | 5,000,001 |
Threshold business days for redemption of shares of trust account | 10 days | |
Maximum net interest to pay dissolution expenses | $ 100,000 | |
Working capital deficit | $ 682,669 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | Dec. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)shares |
Offering Costs | ||||
Offering costs | $ 22,555,869 | $ 306,544 | ||
Underwriters' discounts | 22,000,000 | |||
Deferred underwriting compensation | 14,000,000 | $ 14,000,000 | 14,000,000 | $ 14,000,000 |
Outstanding Expenses | 224,395 | |||
Income Taxes | ||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 |
Income tax expense | 944,494 | 944,494 | 944,494 | |
Net Income (Loss) Per Share | ||||
Interest Income Earned On Trust Account Net Of Applicable Administration Fee Franchise Taxes Working Capital | 5,111,208 | |||
Interest Income Earned On Trust Account Net Of Applicable To Franchise Taxes | 153,971 | |||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 |
Common Stock, Shares Authorized | shares | 5,250,000 | 5,250,000 | 5,250,000 | 5,250,000 |
Net loss | $ 2,309,409 | |||
Minimum Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 |
Class A ordinary shares | ||||
Net Income (Loss) Per Share | ||||
Common Stock, Shares Authorized | shares | 380,000,000 | 380,000,000 | 380,000,000 | 380,000,000 |
Common shares, shares outstanding | shares | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 |
Class B ordinary shares | ||||
Net Income (Loss) Per Share | ||||
Common Stock, Shares Authorized | shares | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 |
Net loss | $ 1,453,333 | |||
Common shares, shares outstanding | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Public Offering | ||||
Offering Costs | ||||
Legal and accounting fees | $ 555,869 | |||
Net Income (Loss) Per Share | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 13,333,333 | |||
Private Placement | ||||
Net Income (Loss) Per Share | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 6,333,334 | |||
Maximum | ||||
Net Income (Loss) Per Share | ||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 |
Public Offering (Details)
Public Offering (Details) - USD ($) | May 14, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | May 10, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares authorized | 5,250,000 | 5,250,000 | ||
Price per share | $ 10 | $ 10 | $ 12 | |
Warrants exercisable term after the completion of a business combination | 30 days | |||
Warrants exercisable term from the closing of the public offering | 12 months | |||
Payment of underwriters discount | $ 8,000,000 | |||
Deferred underwriting compensation | $ 14,000,000 | $ 14,000,000 | ||
Class A ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares authorized | 380,000,000 | 380,000,000 | ||
Class B ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares authorized | 20,000,000 | 20,000,000 | ||
Share forfeiture | 62,500 | |||
Ordinary Shares | Class A ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 40,000,000 | |||
Price per share | $ 10 | $ 10 | ||
Ordinary Shares | Class B ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price per share | $ 0.002 | 0.002 | ||
Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 40,000,000 | |||
Price per share | $ 10 | $ 10 | ||
Warrants exercisable term after the completion of a business combination | 30 days | |||
Warrants exercisable term from the closing of the public offering | 12 months | |||
Warrants Issued During Period, Shares, Warrants | 40,000,000 | |||
Warrants and Rights Outstanding, Term | 24 months | 24 months | ||
Public Offering | Class A ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price per share | $ 11.50 | $ 0.0001 | $ 0.0001 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | ||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 5,000,000 | 5,000,000 | ||
Payment of underwriters discount | $ 8,000,000 | |||
Payment for gross proceeds | $ 50,000,000 | |||
Underwriting discount per unit | $ 0.20 | |||
Deferred underwriting compensation | $ 14,000,000 | $ 14,000,000 | ||
Deferred underwriting discount per unit | $ 0.35 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Dec. 31, 2019 | May 10, 2019 | Apr. 10, 2019 | Mar. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
Number of shares held by sponsor | 5,020,000 | |||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | 30 days | ||||
Closing price of common stock | $ 10 | $ 12 | $ 10 | $ 10 | ||
Closing price of share for threshold trading days | 20 days | 20 days | ||||
Closing price of share for threshold consecutive trading days | 30 days | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Harry E. Sloan | ||||||
Related Party Transaction [Line Items] | ||||||
Transfer of shares to initial stockholder | 4,930,625 | |||||
Purchase price | $ 12,250 | |||||
Number of shares for forfeited | 30,625 | |||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Transfer of shares to initial stockholder | 20,000 | 20,000 | ||||
Number of shares held by sponsor | 5,020,000 | 5,131,875 | ||||
Number of shares for forfeited | 31,875 | |||||
Number of founder shares outstanding | 10,000,000 | |||||
Mr. Sloan | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares for forfeited | 30,625 | |||||
Class B ordinary shares | ||||||
Related Party Transaction [Line Items] | ||||||
Number of founder shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | |||
Class B ordinary shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued to sponsor | 10,062,500 | |||||
Capital contribution by sponsor | $ 25,000 | |||||
Capital contribution by sponsor per share | $ 0.002 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - USD ($) | Dec. 31, 2019 | May 10, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | May 14, 2019 |
Related Party Transaction [Line Items] | |||||
Number of warrants to purchase shares issued | 6,333,334 | 6,333,334 | 6,333,334 | ||
Exercise price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | ||
Proceeds from issuance of warrants | $ 9,500,000 | ||||
Price per share | $ 10 | $ 12 | $ 10 | $ 10 | |
Amount deposited in trust account | $ 400,000,000 | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | 30 days | |||
Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Number of warrants to purchase shares issued | 6,333,334 | 6,333,334 | 6,333,334 | 6,333,334 | |
Exercise price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | ||
Proceeds from issuance of warrants | $ 9,500,000 | $ 9,500,000 | |||
Amount deposited in trust account | $ 400,000,000 | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||||
Private Placement | Class A ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issuable per warrant | 1 | 1 | 1 | ||
Price per share | $ 11.50 | $ 11.50 | $ 11.50 | ||
Private Placement | Scott Delman | |||||
Related Party Transaction [Line Items] | |||||
Transfer of shares to initial stockholder | 66,666 | ||||
Private Placement | Joshua Kazam and Fredric Rosen | |||||
Related Party Transaction [Line Items] | |||||
Transfer of shares to initial stockholder | 133,333 |
Related Party Transactions - Ot
Related Party Transactions - Other (Details) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | |
Sponsor Loans | ||
Proceeds from Related Party Debt | $ 60,675 | $ 300,000 |
Repayments of Related Party Debt | 60,675 | |
Administrative Services Agreement | ||
Maximum administrative services expenses per month | 15,000 | |
Total administrative services expenses | 90,000 | |
Working Capital Loans | ||
Maximum amount of working capital loans | $ 1,500,000 | |
Exercise price of warrants | $ / shares | $ 1.50 | $ 1.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies | |
Deferred Discount | $ 14,000,000 |
Deferred discount as a percent of gross offering proceeds | 3.50% |
Trust Account (Details)
Trust Account (Details) | Dec. 31, 2019USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Cash and cash equivalents | $ 1,120,000 |
U.S. Government Treasury Securities | |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value | 403,960,089 |
Gross Unrealized Holding Gain | 31,347 |
Quoted Prices in Active Markets (Level 1) | U.S. Government Treasury Securities | |
Schedule of Held-to-maturity Securities [Line Items] | |
Fair Value | $ 403,991,436 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | Dec. 31, 2019 | May 10, 2019 | Apr. 10, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||
Common shares, shares authorized | 5,250,000 | 5,250,000 | 5,250,000 | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares issued | 0 | 0 | 0 | ||
Preferred shares, shares outstanding | 0 | 0 | 0 | ||
Warrants and Rights Outstanding, Exercisable Term, After Business Combination | 30 days | ||||
Warrants and Rights Outstanding, Exercisable Term, From Closing Of Public Offering | 12 months | ||||
Threshold period for filling registration statement after business combination | 15 days | ||||
Number of shares held by sponsor | 5,020,000 | ||||
Threshold Period for Not to Transfer, Assign or Sell Any Shares or Warrants After Completion of Initial Business Combination | 1 year | 30 days | |||
Redemption price per warrant | $ 0.01 | $ 0.01 | $ 0.01 | ||
Threshold period for written notice of redemption | 30 days | ||||
Redemption price of stock | $ 18 | ||||
Closing price of share for threshold trading days | 20 days | 20 days | |||
Closing price of share for threshold consecutive trading days | 30 days | 30 days | |||
Redemption period after the warrants become exercisable | 30 days | ||||
Share Price | $ 10 | $ 12 | $ 10 | $ 10 | |
Number of trading days on which fair market value of shares is reported | 10 days | ||||
Sponsor | |||||
Class of Stock [Line Items] | |||||
Stock Repurchased and Retired During Period, Shares | 31,875 | ||||
Number of shares for forfeited | 31,875 | ||||
Transfer of shares to initial stockholder | 20,000 | 20,000 | |||
Number of shares held by sponsor | 5,020,000 | 5,131,875 | |||
Common stock shares held by stockholder after partial return | 5,100,000 | ||||
Harry E. Sloan | |||||
Class of Stock [Line Items] | |||||
Stock Repurchased and Retired During Period, Shares | 30,625 | ||||
Number of shares for forfeited | 30,625 | ||||
Transfer of shares to initial stockholder | 4,930,625 | ||||
Common stock shares held by stockholder after partial return | 4,900,000 | ||||
Class A ordinary shares | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized | 380,000,000 | 380,000,000 | 380,000,000 | ||
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued | 40,000,000 | 40,000,000 | 40,000,000 | ||
Common shares, shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | ||
Shares subject to possible redemption | 38,427,853 | 38,427,853 | 38,427,853 | ||
Class B ordinary shares | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common shares, shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 |
Income Tax - Provision for inco
Income Tax - Provision for income tax (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | |
Federal | |||
Current | $ 944,494 | ||
Deferred tax asset | (261,174) | ||
Change in valuation allowance | 261,174 | ||
Income tax provision | $ 944,494 | $ 944,494 | $ 944,494 |
Income Tax - Reconciliation of
Income Tax - Reconciliation of the federal income tax rate (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Reconciliation of the federal income tax rate to the Company's effective tax rate | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | 8.00% |
Income tax provision | 29.00% |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Income Tax | |||
Income tax expense | $ 944,494 | $ 944,494 | $ 944,494 |
Number of estimated quarterly tax payments made | 3 | ||
Estimated quarterly tax payments made | $ 383,333 | ||
Prepaid Taxes | $ 205,505 | $ 205,505 | 205,505 |
Nondeductible costs incurred for search to complete business combination | 1,237,757 | ||
Deferred tax asset | $ 261,174 |
BusinessCombinationsAbstract (D
BusinessCombinationsAbstract (Details) $ in Thousands, € in Millions | Dec. 22, 2019EUR (€) | Dec. 22, 2019USD ($) |
Business Acquisition [Line Items] | ||
Current commitments | $ | $ 304,700 | |
DK and SBT | ||
Business Acquisition [Line Items] | ||
Aggregate consideration | $ | 2,700,000 | |
DK and SBT | New DraftKings | ||
Business Acquisition [Line Items] | ||
Aggregate Cash Consideration | € | € 180 | |
DK and SBT | DK Sellers | ||
Business Acquisition [Line Items] | ||
Aggregate consideration in the form of shares of Class A common stock | $ | $ 2,055,000 | |
DK and SBT | Mr. Robins | ||
Business Acquisition [Line Items] | ||
Percentage of voting power of the capital stock | 90.00% | 90.00% |
DK and SBT | SBT Sellers | ||
Business Acquisition [Line Items] | ||
Aggregate consideration | € | € 590 | |
Percentage of voting power of the capital stock | 30.00% | 30.00% |
DK and SBT | SBT Sellers | New DraftKings | ||
Business Acquisition [Line Items] | ||
Aggregate consideration in the form of shares of Class A common stock | € | € 410 |