<SEC-DOCUMENT>0001979813-23-000002.txt : 20230627
<SEC-HEADER>0001979813-23-000002.hdr.sgml : 20230627
<ACCEPTANCE-DATETIME>20230627185304
ACCESSION NUMBER:		0001979813-23-000002
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20230626
FILED AS OF DATE:		20230627
DATE AS OF CHANGE:		20230627

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Dahlinghaus Andrew
		CENTRAL INDEX KEY:			0001979813

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39243
		FILM NUMBER:		231048819

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 445
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94104

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Skillz Inc.
		CENTRAL INDEX KEY:			0001801661
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
		IRS NUMBER:				844478274
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		6625 BADURA AVENUE
		CITY:			LAS VEGAS
		STATE:			NV
		ZIP:			89118
		BUSINESS PHONE:		415-762-0511

	MAIL ADDRESS:	
		STREET 1:		6625 BADURA AVENUE
		CITY:			LAS VEGAS
		STATE:			NV
		ZIP:			89118

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Flying Eagle Acquisition Corp.
		DATE OF NAME CHANGE:	20200130
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>wf-form3_168790636644760.xml
<DESCRIPTION>FORM 3
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2023-06-26</periodOfReport>

    <noSecuritiesOwned>1</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001801661</issuerCik>
        <issuerName>Skillz Inc.</issuerName>
        <issuerTradingSymbol>SKLZ</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001979813</rptOwnerCik>
            <rptOwnerName>Dahlinghaus Andrew</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O SKILLZ INC.</rptOwnerStreet1>
            <rptOwnerStreet2>6625 BADURA AVENUE</rptOwnerStreet2>
            <rptOwnerCity>LAS VEGAS</rptOwnerCity>
            <rptOwnerState>NV</rptOwnerState>
            <rptOwnerZipCode>89118</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>General Counsel</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes></footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>/s/ Andrew Dahlinghaus</signatureName>
        <signatureDate>2023-06-27</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>andrewdpowerofattorney.htm
<DESCRIPTION>POA
<TEXT>
<!-- Document created using Workiva -->
<html>
<body>
<pre>




POWER OF ATTORNEY

      The undersigned constitutes and appoints Emily Versweyveld, Dominique Fry, and Charlotte Edelman as the undersigned's true and lawful attorneys-in-fact and agents for the undersigned and in the undersigned's name, place and stead, to:

      1. prepare, sign, and submit to the Securities and Exchange Commission (the "SEC") on its Electronic Data Gathering, Analysis, and Retrieval Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC's EDGAR system, granting unto said attorneys-in-fact and agents full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof; and

      2. sign any and all SEC statements of beneficial ownership of securities of the undersigned relating to Skillz Inc. (the "Company") on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company, and any stock exchange on which any of the Company's securities are listed, granting unto said attorneys-in-fact and agents full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

      A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

      The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned's obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.

Dated: May 30, 2023
         /s/ Andrew Dahlinghaus
Name: Andrew Dahlinghaus

</pre>
</body>
</html>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
