SEATTLE, July 14, 2025 /PRNewswire/ — JND Legal Administration
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER CLASS ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR
TO: All holders of Flying Eagle Acquisition Corp. (“Flying Eagle”) Class A common stock, whether beneficial or of record, as of the closing of Flying Eagle’s acquisition of legacy Skillz Inc. (“Legacy Skillz”) on December 16, 2020 (the “Merger”), together with the heirs, successors-in-interest, transferees, and assigns of all of such foregoing holders, including any person or entity who subsequently purchased such stock (excluding, for the avoidance of doubt, shares of Flying Eagle Class B common stock that converted into Flying Eagle Class A common stock solely in connection with the Merger (“Class B Converted Shares”) as well as shares of Flying Eagle Class A common stock redeemed before the Merger (“Redeemed Shares”)) (the “Settlement Class”).
Certain persons and entities are excluded from the Settlement Class by definition (the “Excluded Persons”), as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the “Notice”), available at www.FlyingEagleStockholdersLitigation.com. Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Notice or in the Stipulation and Agreement of Settlement, Compromise, and Release dated May 19, 2025 (the “Stipulation”), which is also available at www.FlyingEagleStockholdersLitigation.com.
PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) has been preliminarily certified as a class action on behalf of the Settlement Class defined above.
YOU ARE ALSO NOTIFIED that (i) plaintiffs Darcy Lien, Tony Diao, Michael Ogilvie, Walter Sutherland, and Wesam Taliani (“Plaintiffs”), on behalf of themselves and the other members of the Settlement Class; and (ii) defendant Eagle Equity Partners II, LLC (“Eagle Equity Partners”), and defendants Harry E. Sloan, Scott M. Delman, Joshua Kazam, Alan Mnuchin, Laurence E. Paul, Eli Baker, and Jeff Sagansky (the “Individual Defendants,” and together with Eagle Equity Partners, “Defendants”) have reached a proposed settlement of the Action for $10,000,000 (United States Dollars) in cash (the “Settlement”). The terms of the Settlement are stated in the Stipulation. The proposed Settlement, if approved by the Court, will resolve all claims in the Action.
A hearing (the “Settlement Hearing”) will be held on September 2, 2025, at 1:30 p.m., before The Honorable Paul A. Fioravanti, Jr., Vice Chancellor, at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, to, among other things: (i) determine whether to finally certify the Settlement Class for purposes of the Settlement only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiffs and Plaintiffs’ Lead Counsel have adequately represented the Settlement Class, and whether they should be finally appointed as Class Representatives and Class Counsel, respectively, for the Settlement Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to, and in the best interests of, Plaintiffs and the other Class Members; (iv) determine whether the proposed Final Order and Judgment approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether and in what amount any award of attorneys’ fees and payment of Litigation Expenses to Plaintiffs’ Counsel (the “Fee and Expense Award”) should be paid out of the Settlement Fund, including any incentive awards to Plaintiffs (the “Incentive Awards”) to be deducted solely from any Fee and Expense Award; (vii) hear and rule on any objections to the Settlement, the Plan of Allocation, and/or Plaintiffs’ Counsel’s application for a Fee and Expense Award, including Plaintiffs’ application for Incentive Awards to be deducted solely from any Fee and Expense Award to Plaintiffs’ Counsel (the “Fee and Expense Application”); and (viii) consider any other matters that may properly be brought before the Court in connection with the Settlement.
The Settlement Hearing may be adjourned by the Court without further written notice to Class Members. In addition, the Court may decide to conduct the Settlement Hearing remotely by telephone or videoconference, or otherwise allow Class Members to appear at the hearing remotely by phone or video, without further written notice to Class Members. If you intend to attend the Settlement Hearing, you should consult the Court’s docket and/or the Settlement website (www.FlyingEagleStockholdersLitigation.com) for any change in date, time, or format of the hearing.
If you are a member of the Settlement Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator by mail at Flying Eagle Stockholders Litigation, c/o JND Legal Administration, P.O. Box 91121, Seattle, WA 98111; by telephone at (866) 287-0747; or by email at [email protected]. A copy of the Notice can also be downloaded from the Settlement website, www.FlyingEagleStockholdersLitigation.com.
If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of shares of Flying Eagle Class A common stock held as of the closing of the Merger on December 16, 2020, excluding shares held by Excluded Persons, Redeemed Shares, and Class B Converted Shares (“Eligible Shares”); and (ii) the “Per-Share Recovery” for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members. As explained in further detail in the Notice, Eligible Class Members do not have to submit a claim form to receive a payment from the Net Settlement Fund.
Any objections to the Settlement, the Plan of Allocation, or the Fee and Expense Application, including Plaintiffs’ application for Incentive Awards, must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiffs’ Lead Counsel and Defendants’ Counsel such that they are received no later than August 18, 2025, in accordance with the instructions set forth in the Notice.
Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiffs’ Lead Counsel.
Requests for the Notice should be made to the Settlement Administrator:
Flying Eagle Stockholders Litigation
c/o JND Legal Administration
P.O. Box 91121
Seattle, WA 98111
(866) 287-0747
[email protected]
www.FlyingEagleStockholdersLitigation.com
Inquiries, other than requests for the Notice, should be made to Plaintiffs’ Lead Counsel:
Jeroen van Kwawegen
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas, 44th Floor
New York, NY 10020
(800) 380‑8496
[email protected]
Gregory Del Gaizo
Robbins LLP
5060 Shoreham Pl., Ste. 300
San Diego, CA 92122
BY ORDER OF THE COURT
OF CHANCERY OF THE
STATE OF DELAWARE
SOURCE JND Legal Administration
