UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number: 001-38908
DraftKings Holdings Inc.*
(Exact name of Issuer as specified in its charter)
222 Berkeley Street, 5th Floor
Boston, MA 02116
(617) 986-6744
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Class A Common Stock, $0.0001 par value
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | x |
| Rule 12g-4(a)(2) | ¨ |
| Rule 12h-3(b)(1)(i) | x |
| Rule 12h-3(b)(1)(ii) | ¨ |
| Rule 15d-6 | ¨ |
| Rule 15d-22(b) | ¨ |
| Approximate number of holders of record as of the certification or notice date: | One (1)* |
* On May 5, 2022, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 9, 2021, by and among DraftKings Inc., a Nevada corporation (“Old DraftKings”), New Duke Holdco, Inc., a Nevada corporation (“New DraftKings”), Golden Nugget Online Gaming, Inc., a Delaware corporation (“GNOG”), Duke Merger Sub, Inc., a Nevada corporation (“DraftKings Merger Sub”), and Gulf Merger Sub, Inc., a Delaware corporation (“GNOG Merger Sub”), (i) DraftKings Merger Sub merged with and into Old DraftKings, with Old DraftKings surviving such merger as a direct wholly owned subsidiary of New DraftKings (the “DraftKings Merger”), and (ii) GNOG Merger Sub merged with and into GNOG, with GNOG surviving such merger as a direct wholly owned subsidiary of New DraftKings (together with the DraftKings Merger, the “Mergers”). On May 5, 2022, upon the consummation of the Mergers, Old DraftKings was renamed “DraftKings Holdings Inc.”, and New DraftKings was renamed “DraftKings Inc.”
Pursuant to the requirements of the Securities Exchange Act of 1934, DraftKings Holdings Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| Date: | May 16, 2022 | By: | /s/ R. Stanton Dodge | |
| Name: | R. Stanton Dodge | |||
| Title: | Chief Legal Officer and Secretary |