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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

 

Diamond Eagle Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware
(State of incorporation or organization) 

 

 

 83-4578968
(I.R.S. Employer Identification No.)
     

2121 Avenue of the Stars, Suite 2300

Los Angeles, CA
 (Address of Principal Executive Offices)

 

 

 

90067
(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered 

 

 

 Name of each exchange on which
each class is to be registered 
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant  

The Nasdaq Stock

Market LLC

     
Class A common stock, par value $0.0001 per share  

The Nasdaq Stock

Market LLC

     
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share  

The Nasdaq Stock

Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. o

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-230815

 

Securities to be registered pursuant to Section 12(g) of the Act: N/A

 

 

 

 

 


Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, shares of Class A common stock, par value $0.0001 per share, and warrants to purchase shares of Class A common stock of Diamond Eagle Acquisition Corp. (the “Registrant”). The description of the units, common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-230815), originally filed with the U.S. Securities and Exchange Commission on April 11, 2019, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is hereby also incorporated by reference herein.

 

Item 2. Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference: 

 

3.1   Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230815), filed with the U.S. Securities and Exchange Commission on May 3, 2019).
     

3.2

  

Form of Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230815), filed with the U.S. Securities and Exchange Commission on May 9, 2019).

     
3.3   By Laws (Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230815), filed with the U.S. Securities and Exchange Commission on May 3, 2019).
     
4.1   Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230815), filed with the U.S. Securities and Exchange Commission on May 3, 2019).
     
4.2   Specimen Class A Common Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230815), filed with the U.S. Securities and Exchange Commission on May 3, 2019).
     
4.3   Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230815), filed with the U.S. Securities and Exchange Commission on May 3, 2019).
     
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230815), filed with the U.S. Securities and Exchange Commission on May 9, 2019).
     
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230815), filed with the U.S. Securities and Exchange Commission on May 9, 2019).
     

10.2

 

   Form of Registration Rights Agreement between the Registrant and certain security holders (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230815), filed with the U.S. Securities and Exchange Commission on May 3, 2019).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

  DIAMOND EAGLE ACQUISITION CORP.
     
Date: May 10, 2019 By: /s/ Jeffrey Sagansky  
    Name: Jeffrey Sagansky
    Title: Chief Executive Officer