And…it appears they intend to adjourn their Shareholder vote and reconvene at a later date in April.
Diamond Eagle Acquisition Corp. (DEAC), which originally intended to hold their shareholder vote tomorrow to complete their combination with DraftKings and SBTech, amended their Business Combination Agreement yesterday. However, the changes specifically are in regards to SBTech, due to a recent cyber-security attack on the SBTech platform. Furthermore, the S-4 that was also filed this morning reads as “…initially convened on April 9, 2020, will be reconvened at 10:00 a.m., New York City Time, on April ____ , 2020, in virtual format.” Hence, it sounds like the vote date is being pushed out a little further.
As a refresher, while DraftKings tends to get all the headlines, Diamond Eagle is also acquiring SBTech as part of the transaction. SBTech, is an international turnkey provider of sports betting and gaming technologies. So by combining both DraftKings and SBTech, the intention is to create the only vertically-integrated U.S.-based sports betting and online gaming company.
However, at the end of March, gaming sites that are powered by SBTech, went down due to a cyber attack on the SBTech platform. SBTech customers, including the Oregon Lottery, BetAmerica, Golden Nugget and Resorts, were down for more than 72 hours as a result.
Consequently, the Business Combination Agreement has been amended to reflect the attack and any resulting claims against the company:
- $10,000,000 of the cash consideration to be received by the SBT Sellers and the holders of Cashed-Out SBT Options will be placed into escrow at the closing of the Business Combination for a period of two years.
- Additional shares of Class A common stock of the post-business combination company to be received by the SBT Sellers and underlying the Exchanged SBT Options totaling $20,000,000 in value as of the Closing will be subject to a lock-up for a period of two years from Closing to cover certain indemnification obligations of the SBT Sellers and holders of Cashed-Out SBT Option relating to a recent cybersecurity incident.
Any remaining cash and shares will be released from escrow and such lock-up provisions, respectively, on the second anniversary of the closing date, subject to any outstanding unresolved claims.
Furthermore, if that amount of cash and shares isn’t enough to satisfy claims, the post-business combination company can seek recourse against the $25,000,000 cash escrow and $45,000,000 of locked-up shares as may be available in respect of SBT’s other indemnification obligations.
And if THAT amount still isn’t enough to satisfy claims, the post-business combination company will have recourse to indemnification directly from the SBT Sellers and the applicable SBT option holders, which will be capped at the aggregate value at the Closing of the consideration received by the them in the Business Combination.
Considering the customer list of SBTech, for example, BetAmerica, which uses SBTech’s full platform, it’s smart to build in these protections against any ongoing claims as a result of the cyber attack. Some would say the timing is terrible since this only happened less than two weeks ahead of Diamond Eagle’s shareholder vote. However, it’s actually the opposite since they are now able to mitigate any risk for the post-combination company. Obviously, no attack at all is the most ideal scenario, but at least now the resulting company (and DraftKings) aren’t on the hook for SBTech’s claims.
Diamond Eagle’s shareholder vote is scheduled to be held tomorrow, but per the S-4 that was also filed this morning, it appears the intention is to adjourn the vote and re-convene at a later date in April. Most likely so that shareholders will have enough time to digest the amended Business Combination Agreement.


This week, we speak with Kyivstar CEO Oleksandr Komarov about the company’s $2.2 billion dollar combination with Cohen Circle Acquisition Corp. I (NASDAQ:CCIR). Few companies have been had to forge themselves in the flames recently quite like Ukraine’s leading telecom and digital services provider Kyivstar. Now, Kyivstar is not only telling that story but pitching it to...
At the SPAC of Dawn The market still has one full trading session before it adds Tuesday’s Core CPI reading and a variety of Fed comments to messaging it is already ingesting on US President Donald Trump’s ever-shifting tariff policy. SPACs are meanwhile continuing on with business as usual, with Cayson (NASDAQ:CAPN) announcing the third...
Terms Tracker for the Week Ending July 11, 2025 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. One more IPO priced this week bringing July’s total to 8. However, there are still three more weeks left in the month so that number...
At the SPAC of Dawn Lately de-SPACs have been announcing corporate moves of a kind frequently in trios as was the case earlier this week when WeBull (NASDAQ:BULL), AST SpaceMobile (NASDAQ:ASTS) and Quantum-Si (NASDAQ:QSI) all announced major equity raises. This week, it is a trio of de-SPACs making reverse stock splits in unison, which is...
A look at Plus’ software-first approach to autonomous trucking. After years of investment and excitement, the dawn of self-driving cars and trucks is now here. The question now is which business model among autonomous driving technology companies will win out? This week, we speak with David Liu, CEO of autonomous trucking company Plus. Plus announced...