424B3

424B3 1 d20783d424b3.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-251390

PROSPECTUS

Rush Street Interactive, Inc.

16,043,002 Shares of Class A Common Stock

This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus or their permitted transferees (collectively, the “Selling Stockholders”) of the PIPE Shares, consisting of up to 16,043,002 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of dMY Technology Group, Inc., a Delaware corporation, which was renamed Rush Street Interactive, Inc. in connection with the Closing (as defined below) (“dMY” “we,” “us” and “our”), which were issued in a private placement pursuant to the terms of the Subscription Agreements (as defined below) in connection with dMY’s business combination with Rush Street Interactive, LP (the “Business Combination”).

On July 27, 2020, dMY entered into a business combination agreement with Rush Street Interactive, LP, a Delaware limited partnership (“RSI”), the sellers set forth on the signature pages thereto (collectively, the “Sellers” and each, a “Seller”), dMY Sponsor, LLC, a Delaware limited liability company, and Rush Street Interactive GP, LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative. The parties amended and restated the business combination agreement on October 9, 2020 and further amended the business combination agreement on December 4, 2020 (as so amended and restated and further amended, the “Business Combination Agreement”). Following the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”), dMY is organized in an umbrella partnership–C corporation (“Up-C”) structure, in which substantially all of the assets of the combined company are held by RSI, and dMY’s only assets are its equity interests in RSI (which are held indirectly through wholly-owned subsidiaries of the post-Business Combination company). Upon the Closing, dMY changed its name to “Rush Street Interactive, Inc.”

In connection with the execution of the Business Combination Agreement, dMY and RSI entered into subscription agreements, each dated as of July 27, 2020 (the “Subscription Agreements”), with the Selling Stockholders, pursuant to which dMY agreed to issue and sell to the Selling Stockholders, in a private placement to close immediately prior to the Closing, an aggregate of up to 16,043,002 shares of Class A Common Stock at a purchase price of $10.00 per share, for an aggregate purchase price of $160,430,020 (the “PIPE”).

The Selling Stockholders may offer, sell or distribute all or a portion of the PIPE Shares registered hereby publicly or through private transactions at prevailing market prices or at negotiated prices. We will pay certain offering fees and expenses and fees in connection with the registration of the Class A Common Stock and will not receive proceeds from the sale of the shares of Class A Common Stock by the Selling Stockholders. Our Class A Common Stock is currently listed on the New York Stock Exchange (the “NYSE”) and trades under the symbol “RSI.”

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS ” SECTION BEGINNING ON PAGE 15 OF THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 29, 2020.

TABLE OF CONTENTS


CERTAIN DEFINED TERMS			ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY			vii
TRADEMARKS			ix
SUMMARY OF THE PROSPECTUS			1
THE OFFERING			7
SELECTED HISTORICAL FINANCIAL INFORMATION OF dMY			8
SELECTED HISTORICAL FINANCIAL INFORMATION OF RSI			9
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			11
COMPARATIVE SHARE INFORMATION			13
RISK FACTORS			15
USE OF PROCEEDS			52
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			53
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			61
dMY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			67
BUSINESS OF RSI			79
RSI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			104
MANAGEMENT			122
EXECUTIVE COMPENSATION			132
DESCRIPTION OF SECURITIES			141
BENEFICIAL OWNERSHIP OF SECURITIES			158
SELLING STOCKHOLDERS			161
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			168
U.S. FEDERAL INCOME TAX CONSIDERATIONS			178
PLAN OF DISTRIBUTION			183
LEGAL MATTERS			185
EXPERTS			185
WHERE YOU CAN FIND MORE INFORMATION			185
INDEX TO FINANCIAL STATEMENTS			F-1

You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date.

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

Certain information in this prospectus reflects the completion of the Business Combination, as of the date of this prospectus. That information includes certain anticipated effects on the post-Business Combination company and its capitalization. More detailed information reflecting the impact of the completion of the Business Combination will be provided in our Current Report on Form 8-K to be filed within four business days of the completion of the Business Combination.

CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “dMY” refer to dMY Technology Corp., a Delaware corporation. In this prospectus:

“Aggregate Put-Call Consideration Amount” means the sum of all Put-Call Consideration Amounts (if any).

“Available Closing Date Cash” means an amount equal to the sum of (i) the cash remaining in the Company’s trust account as of immediately prior to the Closing following any redemptions of Class A Common Stock by the Company’s current stockholders and payment of the aggregate amount of transaction expenses incurred by the parties to the Business Combination Agreement as of the Closing plus (ii) the aggregate amount of proceeds received by the Company at or prior to the Closing in connection with the PIPE.

“Board” means the members of the board of directors of the post-combination company.

“Business Combination” means the acquisitions and transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of July 27, 2020, by and among dMY, RSI, the Sellers, the Sponsor and the Sellers’ Representative, as amended and restated by the parties on October 9, 2020 and further amended on December 4, 2020.

“Charter” means the amended and restated certificate of incorporation of the Company.

“Class A Common Stock” means the Class A Common Stock of the Company, par value $0.0001 per share.

“Class B Common Stock” means the Class B Common Stock of the Company, par value $0.0001 per share.

“Class B Common Stock Conversion” means the automatic conversion at the Closing of all then-outstanding shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis.

“Class V Voting Stock” means the Class V Voting Stock of the Company, par value $0.0001 per share.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Company” refers (i) before the Business Combination, to dMY and (ii) immediately following the Business Combination, to the combined company that shall be renamed Rush Street Interactive, Inc. upon the Closing, as the context requires.

“Contribution Amount” means an amount of cash equal to the Available Closing Date Cash minus the Purchased RSI Units Cash Consideration. For the avoidance of doubt, the Contribution Amount shall include the Aggregate Put-Call Consideration Amount (if any).

“Controlling Holders” means Neil G. Bluhm and Gregory A. Carlin and their respective trusts.

“DGCL” means the General Corporation Law of the State of Delaware.

“Earnout Shares” means (i) 1,212,813 of the Issued RSI Units issued to the Special Limited Partner and 1,212,813 shares of Class A Common Stock held by the Initial Stockholders (after giving effect to the Class B

Common Stock Conversion) and (ii) 15,000,000 of the Retained RSI Units held by the Sellers and 15,000,000 shares of Class V Voting Stock issued to the Sellers by the Company in connection with the Business Combination, each of which will be subject to certain restrictions and potential forfeiture pending the achievement (if any) of certain earnout targets pursuant to the terms of the Business Combination Agreement. For the avoidance of doubt, the Earnout Shares shall not consist of any Put-Call Units.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Rights” means the right of the Sellers to exchange Retained RSI Units for either one share of Class A Common Stock or, at the election of RSI GP in its capacity as the general partner of RSI, depending on, among other things, the availability of cash at RSI after first considering the cash necessary at RSI to fund RSI’s outstanding and anticipated operating expenses, debt service costs and declared dividends (in each case, if any), license fees and expenses, tax obligations and capital for existing and continued growth in new jurisdictions, the cash equivalent of the market value of one share of Class A Common Stock, pursuant to the terms and conditions of the RSI A&R LPA.

“Fidelity Subscription Agreement” means a subscription agreement with certain funds and accounts managed by Fidelity Management & Research Company LLC, pursuant to which such investors have agreed to purchase, together with the subscribers to the Other Subscription Agreements, in connection with Closing, an aggregate of up to 16,043,002 shares of Class A Common Stock for a purchase price of $10.00 per share, for an aggregate purchase price of $160,430,020.

“Founder Holders” means the independent directors of dMY (consisting of Darla Anderson, Francesca Luthi and Charles E. Wert) together with the Sponsor.

“Founder Holders Forfeiture Agreement” means the agreement, to be dated as of the Closing Date, pursuant to which the Initial Stockholders will agree to (on a pro rata basis) forfeit for no consideration up to 1,205,937 shares of Class A Common Stock in the aggregate held by the Initial Stockholders to the extent that the Total Measureable Cash Amount (as defined therein) does not equal at least $245,000,000.

“Founder Holders Forfeiture Shares” means up to 1,205,937 shares of the Class A Common Stock held by the Founder Holders (after giving effect to the Class B Common Stock Conversion) that are subject to forfeiture for no consideration to the extent that the Total Measureable Cash Amount (as defined in the Founder Holders Forfeiture Agreement) does not equal at least $245,000,000 (as more fully described in the Founder Holders Forfeiture Agreement).

“Founder Shares” means the shares of Class B Common Stock purchased by the Sponsor and the following independent directors of the Company: Darla Anderson, Francesca Luthi and Charles E. Wert.

“GAAP” means generally accepted accounting principles.

“Initial Stockholders” means the Sponsor, Darla Anderson, Francesca Luthi and Charles E. Wert.

“Investor Rights Agreement” means the agreement, to be dated as of the Closing Date, pursuant to which, among other things, the Sponsor will have the right to nominate two directors to the Board and the Sellers will have the right (i) to nominate the remaining directors of the Board, and (ii) to appoint up to three non-voting board observers to the Board, in each case subject to certain conditions.

“Issued RSI Units” means any RSI Units that are issued to the Special Limited Partner pursuant to the Business Combination Agreement.

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“IPO” means the Company’s initial public offering of units consummated on February 25, 2020.

“Minimum Cash Condition” means Available Closing Date Cash of at least $160,000,000 minus the amount by which the transaction expenses incurred by RSI and the Sellers exceeds $12,500,000.

“NYSE” means the New York Stock Exchange.

“Other Subscription Agreements” means the subscription agreements by and among the Company, the Sellers’ Representative and certain other subscribers pursuant to which such investors have agreed to purchase, together with the subscribers to the Fidelity Subscription Agreement, in connection with Closing, an aggregate of up to 16,043,002 shares of Class A Common Stock for a purchase price of $10.00 per share, for an aggregate purchase price of $160,430,020.

“Permitted Equity Financing” means purchases of Class A Common Stock at a price per share no less than the Minimum Stock Sale Price consummated (a) by the Selling Stockholders or (b) until the date which is five (5) business days following the Closing by any other subscribers that agree to purchase Class A Common Stock as reflected in subscription agreements and subject to the requirements set forth in Section 7.15 of the Business Combination Agreement (including, but not limited to, the requirement that such subscription agreements, in addition to the subscription agreements entered into by the Selling Stockholders, do not in the aggregate provide for payment for Class A Common Stock such that, following such payment to the Buyer, the Aggregate Available Cash (as defined in the Business Combination Agreement) would exceed two hundred forty-five million dollars ($245,000,000)).

“Permitted Equity Financing Sources” means Selling Stockholders or any other financing sources that have been approved by RSI and dMY and which participate in a Permitted Equity Financing.

“PIPE” means the private placement to close immediately prior to the Closing, pursuant to which dMY agreed to issue and sell to the Selling Stockholders an aggregate of up to 16,043,002 shares of Class A Common Stock at $10.00 per share, for an aggregate purchase price of $160,430,020.

“PIPE Shares” means the 16,043,002 shares of dMY’s Class A Common Stock being registered for resale by the Selling Stockholders.

“Plan” means the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan.

“Post-Closing Contribution Amount” means any additional proceeds the Company receives through Permitted Equity Financing Sources during the five business day period following the Closing Date (provided that the aggregate proceeds received in connection with the PIPE and during the five business day period following the Closing Date may not exceed $245,000,000), which will be contributed to the Special Limited Partner, which will in turn contribute such amounts to RSI.

“Proposed Charter” means the second amended and restated certificate of incorporation of the Company which, if approved, would take effect upon the Closing.

“public shares” means the shares of Class A Common Stock included in the units sold by dMY in its IPO.

“Purchased RSI Units” means a number of Retained RSI Units (not to exceed (a) 12,500,000 RSI Units in the event that the Put-Calls are not in effect as of the Closing or (b) 9,923,550 RSI Units in the event that the Put-Calls are in effect as of the Closing) equal to the quotient of (a) the Purchased RSI Units Cash Consideration divided by (b) $10. For the avoidance of doubt, the Purchased RSI Units shall not include any Sellers Earnout Company Units and if, and only if, the Closing occurs on or prior to December 20, 2020, the Purchased RSI Units shall not include any Put-Call Units.

“Purchased RSI Units Cash Consideration” means, to the extent that the Available Closing Date Cash exceeds $160,000,000, an amount of the Available Closing Date Cash (not to exceed $125,000,000) determined by calculating (1) the sum of (i) the Available Closing Date Cash less $160,000,000 (provided that the amount of cash attributable to this clause (i) is subject to a cap of $60,000,000) plus (ii) 50% of the amount by which the Available Closing Date Cash exceeds $220,000,000 (provided that the amount of cash attributable to this clause (ii) is subject to a cap of $65,000,000) minus (2) the Aggregate Put-Call Consideration Amount (if any).

“Put-Call Agreements” those certain Put-Call Agreements, dated as of October 9, 2020, by and among the Company, RSI and each of the Put-Call Sellers.

“Put-Call Consideration Amount” means, with respect to a Put-Call Seller, if, and only if, the Closing occurs on or prior to December 20, 2020, the amount equal to (a) the seller proportion (expressed as a percentage in a notice by RSI to the Company prior to the Closing in accordance with the Business Combination Agreement) applicable to such Put-Call Seller multiplied by (b) the amount equal to (1) the sum of (i) the Available Closing Date Cash less $160,000,000 (provided that the amount of cash attributable to this clause (i) is subject to a cap of $60,000,000) plus (ii) 50% of the amount by which the Available Closing Date Cash exceeds $220,000,000 (provided that the amount of cash attributable to this clause (ii) is subject to a cap of $65,000,000). For the avoidance of doubt, if, and only if, the Closing occurs after December 20, 2020, the Put-Call Consideration Amount with respect to each Put-Call Seller shall be equal to zero dollars ($0).

“Put-Call Sellers” means each of Richard Schwartz, Einar Roosileht and Mattias Stetz.

“Put-Call Units” means the number of RSI Units held by each Put-Call Seller that are subject to the Put-Call.

“Put-Calls” means those put and call rights contemplated by the Put-Call Agreements, which rights will be effective if, and only if, the Closing occurs on or prior to December 20, 2020 and which rights and Put-Call Agreements will automatically terminate and no longer be effective if the Closing occurs after December 20, 2020.

“Redemption Amount” means the amount equal to the difference of (a) the sum of (i) the Available Closing Date Cash plus the aggregate proceeds received by the Company from any Permitted Equity Financing consummated after the Closing and on or prior to the fifth business day following the Closing Date less $160,000,000 (provided that the amount of cash attributable to this clause (i) will not be less than zero or exceed $60,000,000) plus (ii) the positive product (if any) of (A) 50% multiplied by (B) the amount by which the Available Closing Date Cash plus the aggregate proceeds received by the Company from any Permitted Equity Financing consummated after the Closing and on or prior to the fifth business day following the Closing Date exceeds $220,000,000 (provided that the amount of cash attributable to this clause (ii) will in no event be less than zero or exceed $65,000,000) minus (b) the Purchased RSI Units Cash Consideration minus (c) the Aggregate Put-Call Consideration Amount, if any.

“Retained RSI Units” mean those RSI Units that are retained by the Sellers pursuant to the Business Combination Agreement.

“RSI” refers to Rush Street Interactive, L.P., a Delaware limited partnership.

“RSI A&R LPA” means the Amended and Restated Agreement of Limited Partnership of RSI.

“RSI Enterprise Value” means $1,725,000,000.

“RSI GP” means RSI GP, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company.

“RSI Units” means the common units of RSI, following the transactions contemplated by the Recapitalization Agreement.

“RSG” means Rush Street Gaming, LLC, a current affiliate of RSI.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” means each of Rush Street Interactive GP, LLC, Greg and Marcy Carlin Family Trust, Gregory Carlin, Rush Street Investors, LLC, Neil Bluhm, NGB 2013 Dynasty Trust, Einar Roosileht, Richard Schwartz and Mattias Stetz.

“Sellers’ Representative” means Rush Street Interactive GP, LLC, in its capacity as the Sellers’ representative.

“Selling Stockholders” means the subscribers that agreed to purchase Class A Common Stock immediately prior to the Closing pursuant to the PIPE, including, without limitation, as reflected in the Subscription Agreements.

“Special Limited Partner” means a newly formed, wholly-owned subsidiary of the Company.

“Sponsor” means the Company’s sponsor, dMY Sponsor, LLC.

“Subscription Agreements” means the Other Subscription Agreements together with the Fidelity Subscription Agreement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

The statements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this prospectus in relation to RSI has been provided by RSI and its management team, and forward-looking statements include statements relating to RSI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

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the benefits of the Business Combination;

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the future financial performance of the post-Business Combination company; and

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expansion plans and opportunities.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the items in the following list, which summarizes some of the principal risks relating to the Business Combination and dMY and RSI’s businesses:

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the ability to maintain the listing of our Class A Common Stock on the NYSE following the Business Combination;

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our ability to raise financing in the future;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination, as a result of which they would then receive expense reimbursements;

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our public securities’ potential liquidity and trading;

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the lack of a market for our securities;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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competition in the retail and online sports wagering and online gaming industry is intense and, as a result, RSI may fail to attract and retain users, which may negatively impact RSI’s operations and growth prospects;

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economic downturns and political and market conditions beyond RSI’s control, including a reduction in consumer discretionary spending and sports leagues shortening, delaying or cancelling their seasons due to COVID-19, could adversely affect its business, financial condition, results of operations and prospects;

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RSI’s projections, including for revenues, market share, expenses and profitability, are subject to significant risks, assumptions, estimates and uncertainties;

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RSI’s growth prospects may suffer if it is unable to develop successful offerings, if it fails to pursue additional offerings or if it loses any of its key executives or other key employees;

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RSI may be subject to litigation in the operation of its business and RSI’s insurance may not provide adequate levels of coverage against any claims;

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SEC Form 4 filed