
900 N. Michigan Avenue, Suite 950 Chicago, Illinois60611			(773) 893-5855
(Address of principal executive offices, including zip code)			(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T ~~(§232.405~~ ~~of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an acceleratedfiler, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company,”~~company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act). Yes ☒☐ No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~May 7, 2020, 23,000,000~~November 2, 2022, there were 64,130,715 shares outstanding of the registrant’s Class A common stock, $0.0001 par value per share, and 156,373,584 shares outstanding of the registrant’s Class V common stock, $0.0001 ~~and 5,750,000 Class B, par~~per value ~~$0.0001, were issued and outstanding.~~

per share.

~~DMY TECHNOLOGY GROUP, INC.~~

~~Quarterly Reporton Form 10-Q~~

Table of Contents

Rush Street Interactive, Inc.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements depend upon events, risks and uncertainties that may be outside of our control. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “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. Any statements contained herein that are not statements of historical fact may be forward-looking statements.

Our projections, including for revenues, market share, expenses and profitability, are subject to significant risks, assumptions, estimates and uncertainties. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may differ materially from those projected.

Factors that could cause or contribute to such differences include, but are not limited to, the following:

•competition in the online casino, online sports betting and retail sports betting (i.e., such as within a bricks-and-mortar casino) industries is intense and, as a result, we may fail to attract and/or retain customers, which may negatively impact our operations, growth prospects and financial condition;

•economic downturns, such as recessions, inflation, and political and market conditions beyond our control, including a reduction in consumer discretionary spending and sports leagues shortening, delaying or cancelling parts of their seasons or certain events due to COVID-19, could adversely affect our business, financial condition, results of operations and prospects;

•our growth prospects may suffer if we are unable to develop or maintain competitive offerings, if we fail to pursue additional offerings, if we lose any of our executives or other key employees or if we are unable to scale and support our information technology and other systems and platforms to meet the Company’s needs;

•our business is subject to a variety of U.S. and foreign laws (including the laws of Colombia, Canada and Mexico, where we have business operations), many of which are unsettled and still developing, and our growth prospects depend on the legal status of real-money gaming in various jurisdictions;

•failure to comply with regulatory requirements or, as necessary or appropriate, successfully obtain a license or permit applied for could adversely impact our ability to comply with licensing and regulatory requirements or to obtain or maintain licenses in other jurisdictions, or could cause financial institutions, online platforms, vendors and distributors to stop providing services to us;

•we rely on information technology and other systems and platforms (including reliance on third-party providers to validate the identity and location of our customers and to process customer deposits and withdrawals), and any breach or disruption of such systems or platforms could compromise our networks and the information stored there could be accessed, disclosed, lost, corrupted or stolen;

•we have a history of losses and may continue to incur losses in the future;

•certain of our officers and directors may allocate their time to other businesses and potentially have conflicts of interest with our business;

•we license certain trademarks and domain names from Rush Street Gaming, LLC (“RSG”) and its affiliates, and RSG’s and its affiliates’ use of such trademarks and domain names, or failure to protect or enforce our intellectual property rights, could harm our business, financial condition, results of operations and prospects;

•we currently, and will likely continue to, rely on licenses and service agreements to use the intellectual property rights and technology of related or third parties that are incorporated into or used in our products and services;

•the requirements of being a public company, including compliance with the U.S. Securities and Exchange Commission (“SEC”) requirements regarding internal controls over financial reporting, may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses

that may continue to arise as a result of us being a publicly listed company may be greater than we anticipate; and

•other factors described in our Annual Report on Form 10-K for our most recently completed fiscal year, including the “Business”, “Risk Factors,” “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections, as well as described in our other filings with the SEC, such as this Report, our other Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

Due to the uncertain nature of these factors, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any of these statements to reflect events or circumstances occurring after the date of this Report, unless required by law. New factors may emerge, and it is not possible to predict all factors that may affect our business and prospects.

Limitations of Key Metrics and Other Data

Our key metrics, which include monthly active users (“MAUs”) and average revenue per MAU (“ARPMAU”), are calculated using internal company data and numbers based on the activity of our users’ accounts. While these data and numbers are based on what we believe to be reasonable estimates of our user base and activity levels for the applicable period of measurement, there are inherent challenges in measuring usage of our offerings across large online and mobile populations based in numerous jurisdictions. We continuously seek to improve our estimates of our user base and user activity, and such estimates may change due to improvements or changes in our methodology.

We regularly evaluate these metrics to estimate the number of “duplicate” accounts among our MAUs and remove the effects of such duplicate accounts on our key metrics. A duplicate account is one that a user maintains in addition to his or her principal account. Generally, duplicate accounts arise as a result of users signing up to use more than one of our brands (i.e., BetRivers, PlaySugarHouse and RushBet) or to use our offerings in more than one jurisdiction, for instance when a user lives in New Jersey but works in New York. Our estimates of duplicate accounts are based on an internal review of a limited sample of accounts, and we apply significant judgment in making this determination. For example, to identify duplicate accounts we use data signals such as similar IP addresses or usernames. Our estimates may change as our methodologies evolve, including through the application of new data signals or technologies, which may allow us to identify previously undetected duplicate accounts and may improve our ability to evaluate a broader population of our users. Duplicate accounts are very difficult to measure, and it is possible that the actual number of duplicate accounts may vary significantly from our estimates.

Our data limitations may affect our understanding of certain details of our business. We regularly review our processes for calculating these key metrics, and from time to time we may discover inaccuracies in our metrics or make adjustments to improve their accuracy, including adjustments that may result in the recalculation of our historical metrics. We believe that any such inaccuracies or adjustments are immaterial unless otherwise stated. In addition, our key metrics and related information and estimates, including the definitions and calculations of the same, may differ from those published by third parties or from similarly titled metrics of our competitors due to differences in operations, offerings, methodology and access to information.

The data and numbers used to calculate MAUs and ARPMAU discussed in this Report only include U.S. and Canada-based users of our online real-money offerings unless stated otherwise.

PART I—I. FINANCIAL INFORMATION

Item 1. Financial ~~Statements.~~

~~DMY TECHNOLOGY GROUP,~~Statements

RUSH STREET INTERACTIVE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

   March 31, 2020    December 31, 2019
   (unaudited)
Assets:

Current assets:

Cash
   $ 1,462,947    $ —
Prepaid expenses
   330,358    —




Total current assets
   1,793,305    —
Investments held in Trust Account
   230,520,409    —
Deferred offering costs associated with the proposed public offering
   —      73,356




Total Assets
   $ 232,313,714    $ 73,356




Liabilities and Stockholders’ Equity:

Current liabilities:

Accounts payable
   $ 384,448    $ 33,440
Accrued expenses
   50,000    15,636
Franchise tax payable
   50,500    —
Income tax payable
   98,690    —




Total current liabilities
   583,638    49,076
Deferred underwriting commissions associated with initial public offering
   8,050,000    —




Total Liabilities
   8,633,638    49,076
Commitments and Contingencies

Class A common stock, $0.0001 par value; 21,868,007 and-0- shares subject to possible redemption at $10.00 per share at March 31, 2020 and December 31, 2019, respectively
   218,680,070    —
Stockholders’ Equity:

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
   —      —
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,131,993 and-0- shares issued and outstanding (excluding 21,868,007 and-0- shares subject to possible redemption) at March 31, 2020 and December 31, 2019, respectively
   113    —
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding⁽¹⁾
   575    575
Additionalpaid-in capital
   4,748,894    24,425
Retained earning (accumulated deficit)
   250,424    (720 )




Total Stockholders’ Equity
   5,000,006    24,280




Total Liabilities and Stockholders’ Equity
   $ 232,313,714    $ 73,356

~~(1) As of December 31, 2019, this number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised~~

(Amounts in ~~full or in part by the underwriters. On February 25, 2020, the underwriter exercised its over-allotment option in full; thus, the Founder Shares were no longer subject to forfeiture.~~

~~The~~thousands except for share and per share data)

See accompanying notes ~~are an integral part~~to condensed consolidated financial statements.

~~DMY TECHNOLOGY GROUP,~~RUSH STREET INTERACTIVE, INC.

~~UNAUDITED~~

CONDENSED ~~STATEMENT~~CONSOLIDATED STATEMENTS OF OPERATIONS

   For the Three Months Ended
March 31, 2020
General and administrative expenses
   $ 120,120
Franchise tax expense
   50,500


Loss from operations
   (170,620 )
Gain on marketable securities (net), dividends and interest, held in Trust Account
   520,454


Income before income tax expense
   349,834
Income tax expense
   98,690


Net income
   $ 251,144


Weighted average shares outstanding of Class A common stock
   23,000,000


Basic and diluted net income per share, Class A
   $ 0.02


Weighted average shares outstanding of Class B common stock
   5,750,000


Basic and diluted net loss per share, Class B
   $ (0.02 )

~~The~~

(Amounts in thousands except for share and per share data)

See accompanying notes ~~are an integral part~~to condensed consolidated financial statements.

RUSH STREET INTERACTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

See accompanying notes to condensed consolidated financial statements.

~~DMY TECHNOLOGY GROUP,~~

F-3

RUSH STREET INTERACTIVE, INC.

~~UNAUDITED~~

CONDENSED ~~STATEMENT~~CONSOLIDATED STATEMENTS OF CHANGES IN ~~STOCKHOLDERS’~~ EQUITY

For the Three Months Ended March 31, 2020
Common Stock Retained Earnings Total
Class A Class B Additional Paid-In (Accumulated Stockholders’
Shares Amount Shares Amount Capital Deficit) Equity
Balance - December 31, 2019 ⁽¹⁾
—   $ —   5,750,000 $ 575 $ 24,425 $ (720 ) $ 24,280

Sale of units in initial public offering, gross
23,000,000 2,300 —   —   229,997,700 —   230,000,000
Offering costs
—   —   —   —   (13,195,348 ) —   (13,195,348 )
Sale of private placement warrants to Sponsor in private placement
—   —   —   —   6,600,000 —   6,600,000
Common stock subject to possible redemption
(21,868,007 ) (2,187 ) —   —   (218,677,883 ) —   (218,680,070 )
Net income
—   —   —   —   —   251,144 251,144

Balances - March 31, 2020 (unaudited)
1,131,993 $ 113 5,750,000 $ 575 $ 4,748,894 $ 250,424 $ 5,000,006

~~(1) As~~ (DEFICIT)

(Amounts in thousands except for share data)

Class A
Common Stock Class V
Common Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Income (Loss) Accumulated
Deficit Total
Stockholders’
Equity
Attributable
To RSI Non-
Controlling
Interests Total
Stockholders’
Equity
Shares Amount Shares Amount
Balance at December 31, 2021 61,118,406 $ 6 158,702,329 $ 16 $ 167,270 $ (475) $ (81,381) $ 85,436 $ 222,265 $ 307,701
Share-based compensation — — — — 1,145 — — 1,145 2,792 3,937
Foreign currency translation adjustment — — — — — 426 — 426 1,088 1,514
Issuance of Class A Common Stock upon RSILP Unit Exchanges 2,808,745 — (2,808,745) — — — — — — —
Net loss — — — — — — (14,697) (14,697) (37,573) (52,270)
Allocation of equity and non-controlling interests upon changes in RSILP ownership — — — — 3,458 (8) — 3,450 (3,450) —
Balance at March 31, 2022 (Unaudited) 63,927,151 $ 6 155,893,584 $ 16 $ 171,873 $ (57) $ (96,078) $ 75,760 $ 185,122 $ 260,882
Share-based compensation 69,652 — — — 1,128 — — 1,128 2,752 3,880
Foreign currency translation adjustment — — — — — (559) — (559) (1,364) (1,923)
Acquisition of trademark intangible asset 60,000 — 480,000 — 786 — — 786 1,914 2,700
Net loss — — — — — — (8,332) (8,332) (20,014) (28,346)
Allocation of equity and non-controlling interests upon changes in RSILP ownership — — — — (64) — — (64) 64 —
Balance at June 30, 2022 (Unaudited) 64,056,803 $ 6 156,373,584 $ 16 $ 173,723 $ (616) $ (104,410) $ 68,719 $ 168,474 $ 237,193
Share-based compensation 37,592 — — — 1,187 — — 1,187 2,897 4,084
Foreign currency translation adjustment — — — — — (398) — (398) (970) (1,368)
Net loss — — — — — — (6,613) (6,613) (16,044) (22,657)
Allocation of equity and non-controlling interests upon changes in RSILP ownership — — — — 27 — — 27 (27) —
Balance at September 30, 2022 (Unaudited) 64,094,395 $ 6 156,373,584 $ 16 $ 174,937 $ (1,014) $ (111,023) $ 62,922 $ 154,330 $ 217,252

Class A
Common Stock Class V
Common Stock Treasury Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Income (Loss) Accumulated
Deficit Total
Stockholders’
Equity
Attributable
To RSI Non-
Controlling
Interests Total
Stockholders’
Equity (Deficit)
Shares Amount Shares Amount Shares Amount
Balance at December 31, 2020 44,792,517 $ 4 160,000,000 $ 16 $ — $ — $ — $ 93 $ (61,892) $ (61,779) $ (205,550) $ (267,329)
Share-based compensation 571,239 — — — — — 2,557 — — 2,557 9,019 11,576
Foreign currency translation adjustment — — — — — — — (143) — (143) (481) (624)
Issuance of Class A Common Stock upon exercise of Warrants 14,014,197 2 — — — — 70,144 — — 70,146 189,749 259,895
Repurchase of Class A Common Stock — — — — 218,589 (850) — — — (850) (2,615) (3,465)
Settlement of earnout interests liability — — — — — — 79,779 — — 79,779 285,009 364,788
Net loss — — — — — — — — (17) (17) (59) (76)
Allocation of equity and non-controlling interests upon changes in RSILP ownership — — — — — — 8,757 — — 8,757 (8,757) —
Balance at March 31, 2021 (unaudited) 59,377,953 $ 6 160,000,000 $ 16 218,589 $ (850) $ 161,237 $ (50) $ (61,909) $ 98,450 $ 266,315 $ 364,765
Share-based compensation 18,125 — — — — — 1,259 — — 1,259 3,402 4,661
Foreign currency translation adjustment — — — — — — — (72) — (72) (196) (268)
Distributions paid to non-controlling interest holders — — — — — — — — — — (337) (337)
Net loss — — — — — — — — (3,767) (3,767) (10,187) (13,954)
Allocation of equity and non-controlling interests upon changes in RSILP ownership — — — — — — 36 — — 36 (36) —
Balance at June 30, 2021 (unaudited) 59,396,078 $ 6 160,000,000 $ 16 218,589 $ (850) $ 162,532 $ (122) $ (65,676) $ 95,906 $ 258,961 $ 354,867
Share-based compensation — — — — — — 1,211 — — 1,211 3,257 4,468
Issuance of Class A Common Stock upon RSILP Unit Exchanges 41,271 — (41,271) — — — — — — — — — —
Foreign currency translation adjustment — — — — — — — (45) — (45) (123) (168)
Net loss — — — — — — — — (5,300) (5,300) (13,639) (18,939)
Allocation of equity and non-controlling interests upon changes in RSILP ownership — — — — — — 68 — — 68 (68) —
Balance at September 30, 2021 (Unaudited) 59,437,349 $ 6 159,958,729 $ 16 218,589 $ (850) $ 163,811 $ (167) $ (70,976) $ 91,840 $ 248,388 $ 340,228

See accompanying notes ~~are an integral part~~to condensed consolidated financial statements.

~~DMY TECHNOLOGY GROUP,~~RUSH STREET INTERACTIVE, INC.

~~UNAUDITED~~

CONDENSED ~~STATEMENT~~CONSOLIDATED STATEMENTS OF CASH FLOWS

   For the Three Months Ended
March 31, 2020
Cash Flows from Operating Activities:

Net income
   $ 251,144
Adjustments to reconcile net income to net cash used in operating activities:

Gain on marketable securities (net), dividends and interest, held in Trust Account
   (520,409 )
Changes in operating assets and liabilities:

Prepaid expenses
   (330,358 )
Accounts payable
   383,728
Franchise tax payable
   50,500
Income tax payable
   98,690


Net cash used in operating activities
   (66,705 )


Cash Flows from Investing Activities

Cash deposited in Trust Account
   (230,000,000 )


Net cash used in investing activities
   (230,000,000 )
Cash Flows from Financing Activities:

Proceeds from note payable to related party
   24,990
Repayment of note payable to related parties
   (89,844 )
Proceeds from sale of Units, gross
   230,000,000
Proceeds from sale of Private Placement Warrants
   6,600,000
Payment of offering costs
   (5,005,494 )


Net cash provided by financing activities
   231,529,652
Net change in cash
   1,462,947
Cash - beginning of the period
   —


Cash - end of the period
   $ 1,462,947


Supplemental disclosure of noncash activities:

Offering costs included in accrued expenses
   $ 50,000
Offering costs included in note payable
   $ 64,854
Deferred underwriting commissions in connection with the initial public offering
   $ 8,050,000
Value of Class A common stock subject to possible redemption
   $ 218,680,070
Supplemental cash flow data:

Cash paid for income taxes
   $ —

~~The~~

(Amounts in thousands)

Nine Months Ended
September 30,
2022 2021
(Unaudited) (Unaudited)
Cash flows from operating activities
Net loss $ (103,273) $ (32,969)
Adjustments to reconcile net loss to net cash used in operating activities
Share-based compensation expense 11,901 20,705
Depreciation and amortization expense 10,066 2,595
Deferred income taxes 40 (228)
Noncash lease expense 404 241
Change in fair value of earnout interests liability — 13,740
Change in fair value of warrant liabilities — (41,802)
Changes in operating assets and liabilities:
Players’ receivables (1,171) (7,415)
Due from affiliates 7,953 2,886
Prepaid expenses and other current assets (3,476) 646
Other assets 283 (225)
Accounts payable 2,216 (2,122)
Accrued expenses and other current liabilities 13,235 18,620
Players’ liabilities 10,690 8,991
Deferred royalty (1,043) (81)
Lease liabilities (448) (259)
Net cash used in operating activities (52,623) (16,677)
Cash flows from investing activities
Purchases of property and equipment (2,771) (1,987)
Acquisition of gaming licenses (3,091) (3,472)
Internally developed software costs (11,989) (2,984)
Investment in equity securities — (1,500)
Short-term advances — (750)
Investment in long-term time deposits (689) (250)
Acquisition of trademark intangible asset, net of cash acquired (1,540) —
Net cash used in investing activities (20,080) (10,943)
Cash flows from financing activities
Proceeds from shares issued for warrants — 131,588
Repurchase of common stock — (3,465)
Principal payments of finance lease liabilities (478) (870)
Distributions paid to non-controlling interest holders — (337)
Net cash (used in) provided by financing activities (478) 126,916
Effect of exchange rate changes on cash, cash equivalents and restricted cash (1,807) (1,075)
Net change in cash, cash equivalents and restricted cash (74,988) 98,221
Cash, cash equivalents and restricted cash, at the beginning of the period (1)
300,329 262,065
Cash, cash equivalents and restricted cash, at the end of the period (1)
$ 225,341 $ 360,286


	Nine Months Ended September 30,
	2022		2021
	(Unaudited)		(Unaudited)
Supplemental disclosure of noncash investing and financing activities:
Right-of-use assets obtained in exchange for new or modified finance lease liabilities	$	410	$	1,765
Right-of-use assets obtained in exchange for new or modified operating lease liabilities	$	743	$	—
Non-cash redemption of Private Placement and Working Capital Warrants	$	—	$	50,798
Non-cash settlement of Public Warrants	$	—	$	77,509
Non-cash settlement of Earnout Interests Liability	$	—	$	364,788
Allocation of equity and non-controlling interests upon changes in RSILP ownership	$	3,413	$	8,861
Class V Common stock issued to acquire trademark intangible asset	$	2,400	$	—
Class A Common stock issued to acquire trademark intangible asset	$	300	$	—
Increase in accounts payable for property and equipment purchases	$	134	$	45
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	5,310	$	3,180
Cash paid for interest	$	709	$	21

____________________________________

(1)Cash and cash equivalents and Restricted cash are each presented separately on the condensed consolidated balance sheets.

See accompanying notes ~~are an integral part of these unaudited~~to condensed consolidated financial statements.

~~DMY TECHNOLOGY GROUP,~~

F-7

Table of Contents

RUSH STREET INTERACTIVE, INC.

NOTES TO ~~UNAUDITED~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Note 1—~~

(Unaudited)

1.Description of ~~Organization,~~ Business ~~Operations~~

Rush Street Interactive, Inc. is a holding company organized under the laws of the State of Delaware and ~~Basis of Presentation~~

~~dMY Technology Group, Inc. (the “Company”~~through its main operating subsidiary, Rush Street Interactive, LP and its subsidiaries (collectively, “RSILP”) ~~was incorporated in Delaware on September 27, 2019. The Company was formed for the purpose of effecting~~, is a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for an initial business combination on companies within the mobile application (“app”) ecosystem or consumer internet companies with enterprise valuationsleading online gaming company that provides online casino and sports betting in the ~~range of $500 million~~U.S., Canadian and Latin American markets. Rush Street Interactive, Inc. and its subsidiaries (including RSILP) are collectively referred to ~~$1.5 billion, though~~as “RSI” or the ~~Company’s search may span many consumer software segments worldwide.~~“Company.” The Company is ~~an emerging growth company~~headquartered in Chicago, IL.

The COVID-19 pandemic has adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. COVID-19 could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown such as ~~such, the Company is subject to all of the risks associated with emerging growth companies.~~

~~As of March 31, 2020, the Company had not commenced any operations. All activity for the period from September 27, 2019 (inception) through March 31, 2020 relates to the Company’s formation~~a recession. COVID-19 therefore presents material uncertainty and the initial public offering (the “Initial Public Offering”) described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate~~non-operating~~ income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is dMY Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 20, 2020. On February 25, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and,risk with respect to the ~~Class~~Company and its performance and could affect its financial results in a materially adverse way.

COVID-19 has significantly impacted RSI. Beyond disruptions in normal business operations, in prior years, COVID-19 has impacted consumer habits and preferences, with some consumers opting to avoid crowded public places such as land-based casinos. In prior years, COVID-19 has also impacted sports betting due to the rescheduling, reconfiguring, suspension, postponement and cancellation of sports seasons and sporting events or exclusion of certain players or teams from sporting events, which tended to reduce customers’ use of, and spending on, our sports betting offerings.

Currently, major professional sports leagues have resumed their activities in accordance with their planned schedules. However, the possibility remains that sports seasons and sporting events may be rescheduled, reconfigured, suspended, postponed and/or cancelled due to COVID-19 outbreaks.

The Company’s revenues vary based on sports seasons and sporting events, among other factors, and cancellations, suspensions or alterations resulting from COVID-19 may adversely affect the Company’s revenue, possibly materially. However, the Company’s online casino offerings do not rely on sports seasons and sporting events, thus, they may partially offset this adverse impact on revenue.

The future effects of COVID-19 and the related impacts on consumer behavior are currently unknown. A ~~common stock included~~significant or prolonged decrease in consumer spending on entertainment or leisure activities would likely have an adverse effect on demand for RSI offerings, reducing cash flows and revenues, thus materially harming the ~~Units being offered,~~business, financial condition and results of operations. In addition, a significant uptick in COVID-19 cases or an emergence of additional variants or strains could cause other widespread or more severe impacts depending on where infection rates are highest. As steps taken to mitigate the ~~“Public Shares”), including the issuance~~spread of ~~3,000,000 Units as~~COVID-19 have necessitated a result of the underwriters’ exercise of their over-allotment option in full (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, inclusive of $8.05 million in deferred underwriting commissions (Note 5).

~~Simultaneously with the closing of the Initial Public Offering,~~shift away from a traditional office environment for many employees, the Company ~~consummated the private placement (“Private Placement”) of 6,600,000 warrants (each, a “Private Placement Warrant”~~has implemented business continuity programs to help ensure that our personnel are safe and ~~collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating proceeds of $6.6 million (Note 4).~~

Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4)~~of Rule 2a-7 under the Investment~~ Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the ~~Company will be able~~business continues to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursedfunction with minimal disruptions to management for working capital purposes and excluding the amount of any deferred underwriting discount held in Trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

normal work operations while personnel work remotely. The Company will ~~provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity~~continue to ~~redeem all~~

~~DMY TECHNOLOGY GROUP, INC.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public~~Share). The per-share amount to be~~ distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisionsmonitor developments relating to ~~stockholders’rights or pre-initial Business Combination~~ ~~activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.~~

~~If the Company is unable to complete a Business Combination within 24 months from the closing~~disruptions and uncertainties caused by COVID-19.

2.Summary of the Initial Public Offering, or February 25, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,~~at a per-share price, payable in~~ ~~cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account~~Significant Accounting Policies and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights

Recent Accounting Pronouncements

~~DMY TECHNOLOGY GROUP, INC.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Basis of Presentation

and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements ~~are presented~~have been prepared in ~~U.S. dollars in conformity~~accordance with accounting principles generally accepted in the United States ~~of America~~ (“U.S. GAAP”) ~~for financial information~~ and ~~pursuant to~~ the ~~rules and~~applicable regulations of the ~~SEC. Accordingly, they do not~~SEC regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 7, 2022.

These unaudited condensed consolidated financial statements include the accounts of the Company, its directly and indirectly wholly owned subsidiaries, and all entities in which the Company has a controlling interest. RSI is deemed to have a controlling interest of RSILP through its wholly owned subsidiary RSI GP, LLC (“RSI GP”), which is the sole general partner of RSILP. For consolidated entities that are less than wholly owned, third-party holdings of equity interests

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

are presented as Non-controlling interests in the Company’s condensed consolidated balance sheets and condensed consolidated statements of changes in equity (deficit). The portion of net earnings attributable to the non-controlling interests is presented as Net loss attributable to non-controlling interests and Comprehensive loss attributable to non-controlling interestsin the Company’s condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss. All intercompany accounts and transactions have been eliminated upon consolidation.

The Company is organized as an umbrella partnership-C corporation, or UP-C, structure, as a result of the transactions contemplated in the Business Combination Agreement, dated as of July 27, 2020, among RSILP, the sellers set forth on the signature pages thereto (collectively, the “Sellers” and each, a “Seller”), dMY Sponsor, LLC (the “Sponsor”) and Rush Street Interactive GP, LLC (as amended and/or restated from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”). As an UP-C, substantially all of the ~~information~~combined company’s assets are held by RSILP and ~~footnotes~~the Company’s primary assets are its equity interests in RSILP (which are held indirectly through wholly owned subsidiaries of the Company – RSI ASLP, Inc. (the “Special Limited Partner”) and RSI GP). The Company controls RSILP through RSI GP. The non-controlling interest represents the Class A Common Units of RSILP (“RSILP Units”) held by holders other than the Company. As of September 30, 2022, the Company owned 29.07% of the RSILP Units and the holders of the non-controlling interest owned 70.93% of the RSILP Units.

Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on the Company’s reported total revenues, expenses, net loss, current assets, total assets, current liabilities, total liabilities, stockholders’ equity, non-controlling interests or cash flows. No reclassifications of prior period balances were material to the condensed consolidated financial statements.

Interim Unaudited Condensed Consolidated Financial Statements

The accompanying condensed consolidated balance sheet as of September 30, 2022, the condensed consolidated statements of operations, comprehensive loss, changes in equity for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statement of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. The condensed consolidated balance sheet as of December 31, 2021 was derived from audited financial statements, but may omit certain disclosures required by ~~GAAP. In~~U.S. GAAP previously disclosed in the most recent annual financial statements. The interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, ~~the unaudited condensed financial statements~~ reflect all adjustments, which include only normal recurring adjustments, necessary ~~for~~to state fairly the ~~fair statement of the balances~~Company’s financial condition, its operations and ~~results~~cash flows for the periods presented. ~~Operating~~The historical results are not necessarily indicative of future results, and the results of operations for the three and nine months ended ~~March 31, 2020~~September 30, 2022 are not necessarily indicative of the results ~~that may~~to be expected ~~through December 31, 2020.~~

~~The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form8-K~~ ~~filed by the Company with the SEC on February 21, 2020 and March 2, 2020, respectively.~~

~~Emerging Growth Company~~

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply~~with the requirements that apply to non-emerging growth companies but any such an~~ election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

~~DMY TECHNOLOGY GROUP, INC.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Liquidity~~

As of March 31, 2020, the Company had approximately $1.5 million in its operating bank account, working capital of approximately $1.2 million, and approximately $520,000 of interest income available in the Trust Account for the ~~Company’s tax obligations, if any.~~

The Company’s liquidity needs to date have been satisfied through a $25,000 contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor, the Note (as defined below) of approximately $90,000 from the Sponsor, and the proceeds from the consummation of the Private Placement not held in the Trust Account. On March 19, 2020, the Company repaid the Note (as defined below) in full ~~to the Sponsor. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor~~year or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2020, there were no amounts outstanding under any ~~Working Capital Loan.~~

~~Management is currently evaluating the impact of theCOVID-19~~ pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

~~Note 2—Summary of Significant Accounting Policies~~

~~Concentration of Credit Risk~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At March 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Cash and Cash Equivalents~~

~~The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.~~

~~Marketable Securities Held in Trust Account~~

The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reportingfuture period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information.

~~DMY TECHNOLOGY GROUP, INC.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Fair Value of Financial Instruments~~

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

~~Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;~~

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of March 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised mainly of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

Use of Estimates

The preparation of ~~the~~condensed consolidated financial statements in conformity with U.S. GAAP requires ~~the Company’s~~ management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly, the actualActual results could differ from those estimates.

~~Offering Costs Associated~~ Significant estimates and assumptions reflected in the condensed consolidated financial statements relate to and include, but are not limited to: the valuation of share-based awards; long-lived assets and investments in equity; the estimated useful lives of property, equipment, and intangible assets; redemption rate assumptions associated with the ~~Initial Public Offering~~

~~Offering costs consisted of legal, accounting, underwriting fees~~Company’s player loyalty program and other discretionary player bonuses; deferred revenue relating to the Company’s social gaming revenue stream; accrued expenses; determination of the incremental borrowing rate to calculate operating lease liabilities and finance lease liabilities; valuation of the earnout interests liability; valuation of the warrant liabilities; and deferred taxes and amounts associated with the tax receivable agreement (the “Tax Receivable Agreement”) entered into in connection with the closing on December 29, 2020 of the transactions contemplated in the Business Combination Agreement (the “Closing”).

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RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Intangible Assets, Net

On June 10, 2022, the Company entered into an agreement to purchase all of the equity interests of Rush Street Productions, LLC, a Delaware limited liability company (“RSP”), in exchange for $1.5 million cash (net of $0.7 million cash acquired), 480,000 RSILP Units and the same number of newly issued shares of Class V Common Stock, par value $0.0001 per share of the Company (the “Class V Common Stock”), valued at $2.4 million and 60,000 shares of Class A Common Stock of the Company, par value $0.0001 per share of the Company (the “Class A Common Stock”), valued at $0.3 million. The Company also assumed $0.5 million of outstanding liabilities and incurred $0.4 million of transaction costs directly attributable to the acquisition.

To account for the transaction, the Company applied the definition of a business in ASC 805-10, Business Combinations – Overall and concluded that the asset set acquired does not constitute a business as substantially all of the fair value of the acquired assets was concentrated in a single asset. Therefore, the transaction has been accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues.

The acquired trademark asset represents an intangible asset that is recognized at its relative fair value in accordance with ASC 350-30, General Intangibles Other Than Goodwill. Goodwill is not recognized in an asset acquisition, and as such, any consideration that exceeds the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values.

The Company capitalized a $5.1 million trademark intangible asset representing the total consideration paid of $4.2 million, assumed liabilities of $0.5 million, and legal and consulting fees incurred that were directly ~~related~~attributable to the ~~Initial Public Offering,~~asset acquisition of $0.4 million. The asset is recognized in Intangible Assets, Net on the Company’s condensed consolidated balance sheet as of September 30, 2022 and is amortized over the estimated useful life of five years using the straight-line method. The asset acquisition is presented on the condensed consolidated statement of cash flows as net cash used in investing activities.

Foreign Currency Gains and Losses

The financial statements of foreign subsidiaries are translated into U.S. dollars in accordance with ASC 830,Foreign Currency Matters, using period-end exchange rates for assets and liabilities, and average exchange rates for the period for revenues, costs and expenses. The U.S. dollar effects that arise from translating the net assets of these subsidiaries at changing rates are recorded in the foreign currency translation adjustment account, which is included in equity as a component of Accumulated other comprehensive income (loss).

If transactions are recorded in a currency other than the subsidiary’s functional currency, remeasurement into the functional currency is required and may result in transaction gains or losses. Transaction losses were ~~charged~~$1.0 million and $2.1 million for the three and nine months ended September 30, 2022, respectively, as compared to ~~stockholders’~~less than $0.1 million for the same periods in 2021. Amounts are recorded in General administrative and other on the Company’s condensed consolidated statement of operations.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326). Together with subsequent amendments, this ASU sets forth a “current expected credit loss” model, which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This ASU replaces the existing “incurred loss” model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, available-for-sale debt securities and applies to certain off-balance sheet credit exposures. This ASU is effective for the Company in calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its condensed consolidated financial statements.

In August 2020, the FASB issued ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. This ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per

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RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

share calculation in certain areas. This ASU is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2021 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements and related disclosures.

3.Revenue Recognition

The Company’s revenue from contracts with customers is derived from online casino, online sports betting, retail sports betting and social gaming.

Online casino and online sports betting

Online casino offerings typically include the full suite of games available in land-based casinos, such as blackjack, roulette and slot machines. The Company generates revenue from these offerings through hold, or gross winnings, as customers play against the house. Online casino revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in the progressive jackpot liability.

Online sports betting involves a user placing a bet on the outcome of a sporting event, sports-related activity, or a series of the same, with the chance to win a pre-determined amount, often referred to as fixed odds. Online sports betting revenue is generated by setting odds such that there is a built-in theoretical margin in each bet offered to customers. Online sports betting revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in unsettled bets.

Retail sports betting

The Company provides retail sports services to land-based partners in exchange for a monthly commission based on that partner’s retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook, technical support for the land-based partner’s customers, risk management, advertising and promotion, and support for the third-party vendor’s sports betting equipment. The Company has a single performance obligation to provide retail sports services and records the revenue as services are performed and when the commission amounts are no longer constrained (i.e., the amount is known).

Certain relationships with business partners provide the Company the ability to operate the retail sportsbook. In this scenario, revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in unsettled retail sports bets.

The Company provides a social gaming platform for users to enjoy free-to-play games that use virtual credits. While virtual credits are issued to users for free, some users may choose to purchase additional virtual credits through the Company’s virtual cashier. The Company has a single performance obligation associated with social gaming services, to provide social gaming services to users upon the ~~completion~~redemption of virtual credits. Deferred revenue is recorded when users purchase virtual credits and revenue is recognized when the virtual credits are redeemed and the Company’s performance obligation has been fulfilled.

Disaggregation of revenue for the three and nine months ended September 30, 2022 and 2021, was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2022		2021		2022		2021
Online casino and online sports betting	$	143,670	$	121,360	$	416,502	$	352,545
Retail sports betting	3,265		545		7,274		1,744
Social gaming	1,069		1,015		2,902		3,251
Total revenue	$	148,004	$	122,920	$	426,678	$	357,540

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Revenue by geographic region for the three and nine months ended September 30, 2022 and 2021, was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2022		2021		2022		2021
United States and Canada	$	135,916	$	113,966	$	388,996	$	331,025
Latin America, including Mexico	12,088		8,954		37,682		26,515
Total revenue	$	148,004	$	122,920	$	426,678	$	357,540

Deferred revenue associated with online casino and online sports betting revenue and retail sports betting revenue includes unsettled customer bets and unredeemed customer incentives, and is included within Players’ liabilities in the condensed consolidated balance sheets. Deferred revenue associated with social gaming revenue includes unredeemed social gaming virtual credits and is included within Other current liabilities in the condensed consolidated balance sheets. The deferred revenue balances as of September 30, 2022 and December 31, 2021 were as follows:


($ in thousands)
Deferred revenue balance at December 31, 2021	$	4,637
Deferred revenue balance at September 30, 2022	$	7,719
Revenue recognized in the nine months ended September 30, 2022 from amounts included in deferred revenue at December 31, 2021	$	4,637

4.Intangible Assets, Net

The Company had the following intangible assets, net as of September 30, 2022 and December 31, 2021:


($ in thousands)	Weighted Average Remaining Amortization Period (years)	Gross Carrying Amount		Accumulated Amortization		Net
License Fees
September 30, 2022	9.61	$	52,206	$	(10,850)	$	41,356
December 31, 2021	8.61	$	49,226	$	(5,582)	$	43,644

Internally Developed Software
September 30, 2022	2.55	$	16,080	$	(2,196)	$	13,884
December 31, 2021	2.96	$	4,091	$	(286)	$	3,805

Developed Technology
September 30, 2022	7.25	$	5,931	$	(556)	$	5,375
December 31, 2021	8.00	$	5,931	$	—	$	5,931

Trademark Asset
September 30, 2022	4.71	$	5,088	$	(339)	$	4,749
December 31, 2021	—	$	—	$	—	$	—

Amortization expense was $3.1 million and $8.1 million for the three and nine months ended September 30, 2022, respectively, compared to amortization expense of $0.7 million and $1.8 million for the same respective periods in 2021.

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RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company has the following accrued expenses as of September 30, 2022 and December 31, 2021:


($ in thousands)	September 30, 2022		December 31, 2021
Accrued compensation and related expenses	$	8,016	$	6,038
Accrued operating expenses	25,763		15,955
Accrued marketing expenses	24,773		21,948
Accrued professional fees	1,440		1,753
Due to affiliates	659		1,005
Other	1,561		1,588
Total accrued expenses	$	62,212	$	48,287

6.Warrant Liabilities

As part of the ~~Initial Public Offering.~~

initial public offering of dMY Technology Group, Inc., the predecessor of the Company (“dMY”), dMY issued to third-party investors 23.0 million units, consisting of one share of Class A Common Stock ~~Subject to Possible Redemption~~

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and ~~are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control~~one-half of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2020, 21,868,007 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

~~DMY TECHNOLOGY GROUP, INC.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Net Income Per Share of Common Stock~~

Net income per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,100,000 of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.

~~The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similarto the two-class method of~~ income per share. Net income per common stock, basic and diluted for Class A common stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account of approximately $520,000, net of approximately $149,000 of tax obligations, resulting in a total of approximately $371,000 for the three months ended March 31, 2020, by the weighted average number of Class A common stock outstanding for the period. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income of approximately $251,000, less income attributable to Class A common stock of approximately $371,000, resulted to a net loss of approximately $120,000, by the weighted average number of Class B common stock outstanding for the period.

~~Income Taxes~~

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of March 31, 2020.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~Recent Accounting Pronouncements~~

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

~~Note 3—Initial Public Offering~~

~~On February 25, 2020, the Company sold 23,000,000 Units, including the issuance of 3,000,000 Over-Allotment Units as a result of the underwriters’ exercise of their over-allotment option in full,~~one warrant, at a price of $10.00 per ~~Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, inclusive of $8.05 million in deferred underwriting commissions.~~

unit. Each ~~Unit consists of one share of Class A common stock (such shares of common stock included in the Units being offered, the “PublicShares”), and one-half of one redeemable~~whole warrant ~~(each, a “Public Warrant”). Each Public Warrant entitles~~entitled the holder to purchase one share of Class A ~~common stock~~Common Stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the dMY initial public offering, 6,600,000 private placement warrants were sold to the Sponsor (the “Private Placement Warrants”) and an additional 75,000 warrants were issued to the Sponsor upon the Closing in connection with converting certain working capital loans into warrants (the “Working Capital Warrants” and together with the Private Placement Warrants, the “Private Warrants” and the Private Warrants together with the Public Warrants, the “Warrants”). Each Private Warrant allowed the Sponsor to purchase one share of Class A Common Stock at $11.50 per share.

The Company classified the Warrants as derivative liabilities on its condensed consolidated balance sheet at fair value as of each reporting date, with subsequent changes in their respective fair values recognized in its condensed consolidated statements of operations and comprehensive loss.

On February 22, 2021, the Company announced the redemption of all the Company’s Public Warrants, which were exercisable for an aggregate of approximately 11.5 million shares of Class A Common Stock at a price of $11.50 per share. During March 2021, 11,442,389 Public Warrants were exercised at a price of $11.50 per share, ~~subject to adjustment (see Note 6).~~

~~DMY TECHNOLOGY GROUP, INC.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Note 4—Related Party Transactions~~

~~Founder Shares~~

~~On November 27, 2019,~~resulting in cash proceeds of approximately $131.6 million (of which $0.1 million was not received until April 2021) and the ~~Sponsor paid for certain offering costs for an aggregate~~issuance of 11,442,389 shares of Class A Common Stock. None of the Public Warrants remained outstanding as of September 30, 2022 or December 31, 2021.

The Company determined the fair value of its Public Warrants based on the publicly listed trading price of ~~$25,000 in exchange for issuance of 5,750,000 shares~~such warrants as of the ~~Company’s Class B common stock, par~~valuation date. Accordingly, the Public Warrants were classified as Level 1 financial instruments. The aggregate fair value ~~$0.0001 per share, (the “Founder Shares”). The initial stockholders have agreed to forfeit up to 750,000 Founder Shares to~~of the ~~extent that~~Public Warrants on the ~~over-allotment option is not~~dates of exercise throughout March 2021 was $77.5 million.

On March 26, 2021, the Private Warrants were exercised in full byon a cashless basis, resulting in the ~~underwriters.~~ issuance of 2,571,808 shares of Class A Common Stock. None of the Private Warrants remained outstanding as of September 30, 2022 or December 31, 2021.

The estimated fair value of the Private Warrants was determined with Level 3 inputs using the Black-Scholes model. The significant inputs and assumptions in this method are the stock price, exercise price, volatility, risk-free rate, and term or maturity. The underlying stock price input is the closing stock price as of each valuation date and the exercise price is the price as stated in the warrant agreement. The volatility input was determined using the historical volatility of comparable publicly traded companies that operate in a similar industry or compete directly against the Company. Volatility for each comparable publicly traded company is calculated as the annualized standard deviation of daily continuously compounded returns. The Black-Scholes analysis is performed in a risk-neutral framework, which requires a

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

risk-free rate assumption based upon constant-maturity treasury yields, which are interpolated based on the remaining term of the Private Warrants as of each valuation date. The term/maturity is the duration between each valuation date and the maturity date, which is five years following the Closing, or December 29, 2025.

The Private Warrants were valued as of March 26, 2021 (i.e., the exercise date). The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates:


	March 26, 2021
Exercise price	$	11.50
Stock price	$	15.96
Volatility	42.6%
Term (years)	4.77
Risk-free interest rate	0.76%

The fair value of the Private Warrants was $50.8 million as of March 26, 2021.

The Company recorded $41.8 million to Change in fair value of warrant liabilities on the condensed consolidated statement of operations and comprehensive loss, representing the change in fair value of the Public Warrants and Private Warrants from December 31, 2020 through the respective dates of exercise.

The following table summarizes the fair values of Warrant liabilities and change in fair value at each measurement date:


	Public Warrants (Level 1)		Private Warrants (Level 3)		Total
Fair value of warrants at December 31, 2020	$	88,079	$	82,030	$	170,109
Change in fair value of warrant liabilities	(10,570)		(31,232)		(41,802)
Fair value of warrants at redemption(1)	(77,509)		(50,798)		(128,307)
Fair value of warrants at September 30, 2021	$	—	$	—	$	—
(1) This amount represents the change in fair value of warrant liabilities, excluding the effect of $4.0 million of transactions costs incurred in connection with the issuance of the Warrants.

7.Earnout Interests Liability

The earnout interests were subject to certain restrictions on transfer and voting and potential forfeiture ~~would be~~pending the achievement of certain earnout targets. The earnout targets included (a) a change of control within three years of the Closing, (b) achieving certain revenue targets for the 2021 fiscal year, and (c) achieving certain volume weighted average share prices (“VWAPs”) within three years of the Closing.

Earnout interests represented a freestanding financial instrument initially classified as liabilities on the accompanying condensed consolidated balance sheet as the Company determined that these financial instruments were not indexed to the Company’s own equity in accordance with ASC 815, Derivatives and Hedging. Earnout interests were initially recorded at fair value and were adjusted to fair value at each reporting date with changes in fair value recorded in Change in fair value of earnout interests liability in the ~~extent~~consolidated statement of operations and comprehensive loss.

On January 13, 2021, the earnout interests were fully earned and no longer subject to the applicable restrictions on transfer and voting because the VWAP exceeded $14.00 per share for 10 trading days within a 20 consecutive trading day period following the Closing. As a result, the earnout interests liability was reclassed to equity resulting in 1,212,813 shares of Class A Common Stock held by Darla Anderson, Francesca Luthi, Charles E. Wert and Sponsor and 15,000,000 shares of Class V Common Stock and RSILP Units issued to the Sellers (i.e., non-controlling interests) that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full; thus, the Founder Shares were no longer subject to ~~forfeiture.~~

the applicable restrictions.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The ~~initial stockholders have agreed,~~Company recorded $13.7 million to Change in fair value of earnout interests liability on the condensed consolidated statements of operations, representing the change in fair value of the earnout interests from December 31, 2020 through January 13, 2021 when the earnout interests were no longer subject to ~~limited exceptions, not to transfer, assign or sell any~~the restrictions.


Earnout Interests Liability
	Total
December 31, 2020	$	351,048
Change in fair value of earnout interests liability	13,740
Settlement of earnout interests liability	(364,788)
September 30, 2021	$	—

Non-Controlling Interest

The non-controlling interest represents the RSILP Units held by holders other than the Company.

The non-controlling interests owned 70.93% and 72.20% of the ~~Founder Shares until the earlier to occur of: (i) one year after the completion~~RSILP Units outstanding as of September 30, 2022 and December 31, 2021, respectively. The table below illustrates a rollforward of the ~~initial~~non-controlling interest percentages during the nine months ended September 30, 2022:


	Non-Controlling Interest %
Non-controlling interest % as of December 31, 2021:	72.20	%
Issuance of Class A Common Stock upon RSILP Unit Exchanges	(1.28)	%
Issuance of Class A Common Stock to acquire trademark intangible asset	(0.02)	%
Issuance of Class V Common Stock to acquire trademark intangible assets	0.06	%
Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants	(0.03)	%
Non-controlling interest % as of September 30, 2022:	70.93	%

The non-controlling interests owned 72.98% and 76.89% (which excluded the earnout interests that did not vest until January 2021) of the RSILP Units outstanding, as of September 30, 2021 and December 31, 2020, respectively. The table below illustrates a rollforward of the non-controlling interest percentages during the nine months ended September 30, 2021:


	Non-Controlling Interest %
Non-controlling interest % as of December 31, 2020:	76.89	%
Issuance of RSILP units in connection with the vesting of earnout interest in January 2021	1.24	%
Issuance of Class A Common Stock in connection with the exercise of the Warrants	(4.98)	%
Repurchases of Class A Common Stock	0.08	%
Issuance of Class A Common Stock upon RSILP Unit Exchanges	(0.02)	%
Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants	(0.23)	%
Non-controlling interest % as of September 30, 2021:	72.98	%

During the nine months ended September 30, 2021, the Company repurchased 218,589 shares of its Class A Common Stock at an average price of $15.85 and a total cost of $3.5 million. The repurchased shares were considered issued but not outstanding. The Company subsequently reissued the repurchased shares in connection with the issuance of shares under the 2020 Plan (as defined below) during the year ended December 31, 2021. No treasury shares remain outstanding as of September 30, 2022 or December 31, 2021.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9.Share-Based Compensation

The Company adopted the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan, as amended from time to time (the “2020 Plan”), to attract, retain and incentivize employees, certain consultants and directors who will contribute to the success of the Company. Awards that may be granted under the 2020 Plan include incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards and other equity-based awards. Upon adoption of the 2020 Plan, there was an aggregate of 13.4 million shares of Class A Common Stock reserved under the 2020 Plan, which may consist of authorized and unissued shares, treasury shares or shares reacquired by the Company. The 2020 Plan will terminate on December 29, 2030.

The Company granted 5,534,301 and 4,007,085 restricted stock units (“RSUs”) during the nine months ended September 30, 2022 and 2021, respectively. The Company’s outstanding awards are based on service conditions and other awards that are based on market conditions. The grant date fair value of the awards with service conditions is determined based on the quoted market price, while the grant date fair value of the awards with market-based conditions is estimated using a Monte Carlo simulation.

The Company granted 790,339 and 130,565 stock options during the nine months ended September 30, 2022 and 2021, respectively. Previously granted stock options that remain outstanding as of September 30, 2022 were valued using a Black-Scholes valuation model.

RSU and stock option activity for the nine months ended September 30, 2022 and 2021 was as follows:


	RSUs			Options
	Number of units	Weighted-average grant price		Number of options	Weighted-average grant price
Unvested balance at December 31, 2021	3,076,158	$	16.08	96,827	$	7.41
Granted	5,534,301	4.17		790,339	2.26
Vested	(170,493)	8.80		(32,278)	7.41
Forfeited	(67,169)	15.69		—	—
Unvested balance at September 30, 2022	8,372,797	$	8.36	854,888	$	2.65


	RSUs			Options
	Number of units	Weighted average grant price		Number of options	Weighted-average grant price
Unvested balance at December 31, 2020	—	$	—	—	$	—
Granted	4,007,085	15.99		130,565	7.41
Vested	(737,604)	15.84		—	—
Forfeited	(29,645)	18.16		(11,246)	7.41
Unvested balance at September 30, 2021	3,239,836	$	16.01	119,319	$	7.41

The aggregate fair value of the RSUs granted during the three months ended September 30, 2022 and 2021, was approximately $21.7 million and $0.2 million, respectively. The aggregate fair value of the RSUs granted during the nine months ended September 30, 2022 and 2021, was approximately $23.1 million and $64.1 million, respectively.

As of September 30, 2022, the Company had unrecognized stock-based compensation expense related to RSUs and stock options of approximately $57.8 million and $2.1 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 1.3 years. The Company’s stock options outstanding as of September 30, 2022 have intrinsic values of nil and none of the vested stock options were exercised as of September 30, 2022.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Share-based compensation expense for the nine months ended September 30, 2022 and 2021 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2022		2021		2022		2021
Costs of revenue	$	249	$	298	$	739	$	1,511
Advertising and promotions	516		637		1,532		2,971
General administration and other	3,319		3,533		9,630		16,223
Total share-based compensation expense	$	4,084	$	4,468	$	11,901	$	20,705

The income tax provision for the nine months ended September 30, 2022 and 2021 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2022		2021		2022		2021
Income tax provision	$	1,839	$	1,225	$	6,176	$	3,781

The Company recognized federal, state and foreign income tax expense of $1.8 million and $6.2 million during the three and nine months ended September 30, 2022, respectively, compared to $1.2 million and $3.8 million during the same periods in 2021, respectively. The effective tax rates for the three and nine months ended September 30, 2022 were (8.83)%, and (6.36)%, respectively, and were (6.92)% and (12.95)% during the same periods in 2021. The difference between the Company’s effective tax rate and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. deferred tax assets, valuation allowances recorded on deferred tax assets in foreign jurisdictions where the Company recently began operating, non-taxable income / (loss) attributable to non-controlling interest and income tax rate differences related to the Company’s Colombia operations for which both current and deferred taxes were recorded. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized.

On August 16, 2022, the Inflation Reduction Act (the “IRA”) was signed into law in the U.S. Among other changes, the IRA introduced a corporate alternative minimum tax on corporations with adjusted financial statement income over a three-tax year period in excess of $1.0 billion, an excise tax on certain stock repurchases by certain covered corporations for taxable years beginning after December 31, 2022 and several tax incentives to promote clean energy. Based on our current analysis and pending future guidance to be issued by the US. Treasury, the Company does not believe these provisions will have a material impact on the Company’s consolidated financial statements.

In connection with the Business Combination, the Special Limited Partner entered into the Tax Receivable Agreement, which generally provides that it pay 85% of certain net tax benefits, if any, that the Company (including the Special Limited Partner) realizes (or in certain cases is deemed to realize) as a result of an increase in tax basis and tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained RSILP Units (as defined in the Business Combination Agreement) for Class A Common Stock (or cash at the Company’s option) pursuant to RSILP’s amended and restated limited partnership agreement and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. These payments are the obligation of the Special Limited Partner and not of RSILP. The actual increase in the Special Limited Partner’s allocable share of RSILP’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Class A Common Stock at the time of the exchange and the amount and timing of the recognition of RSI and its consolidated subsidiaries’ (including the Special Limited Partner’s) income.

Based primarily on historical losses of RSILP, management has determined it is more-likely-than-not that the Company will be unable to utilize its deferred tax assets subject to the Tax Receivable Agreement; therefore, management applies a full valuation allowance to deferred tax asset or a corresponding liability under the Tax Receivable Agreement related to the tax savings the Company may realize from the utilization of tax deductions related to basis adjustments created by the transactions in the Business Combination Agreement. The unrecognized Tax Receivable Agreement liability as of September 30, 2022 and December 31, 2021 was $52.6 million and $46.2 million, respectively. The increase in the

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

liability is primarily due to the issuance of Class A Common Stock upon RSILP Unit exchanges. Due to the fact that the Company's deferred tax assets and corresponding Tax Receivable Agreement liability are unrecognized, this increase had no impact on the condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss.

The basic and diluted loss per share for the three and nine months ended September 30, 2022 and 2021 were as follows (amounts in thousands, except for share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss	$	(22,657)	$	(18,939)	$	(103,273)	$	(32,969)
Less: Net loss attributable to non-controlling interests	(16,044)		(13,639)		(73,631)		(23,885)
Net loss attributable to Rush Street Interactive, Inc. – basic	$	(6,613)	$	(5,300)	$	(29,642)	$	(9,084)
Effect of dilutive securities:
Warrants, net of amounts attributable to non-controlling interests	—		—		—		(9,569)
Net loss attributable to Rush Street Interactive, Inc. – diluted	$	(6,613)	$	(5,300)	$	(29,642)	$	(18,653)
Denominator:
Weighted average common shares outstanding – basic	64,058,437		59,191,384		63,283,591		55,148,218
Weighted average effect of dilutive securities:
Public Warrants(1)	—		—		—		782,283
Private Placement and Working Capital Warrants(1)	—		—		—		558,190
Weighted average common shares outstanding – diluted	64,058,437		59,191,384		63,283,591		56,488,691

Net loss per Class A common share – basic	$	(0.10)	$	(0.09)	$	(0.47)	$	(0.16)
Net loss per Class A common share – diluted	$	(0.10)	$	(0.09)	$	(0.47)	$	(0.33)

(1)Calculated using the treasury stock method.

The Class V Common Stock does not participate in the Company’s earnings or losses and is therefore not a participating security. As such, separate presentation of basic and diluted earnings per share of Class V Common Stock under the two-class method has not been presented.

The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive:


	Nine Months Ended September 30,
	2022	2021
RSILP Units(1)	156,373,584	159,958,729
Unvested Restricted Stock Units	8,372,797	3,239,836
Unvested Stock Options	854,888	119,319

(1)RSILP Units that are held by non-controlling interest holders, and may be exchanged, subject to certain restrictions, for Class A Common Stock. Upon exchange of an RSILP Unit, a share of Class V Common Stock is cancelled.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

At the Closing, Rush Street Gaming, LLC (“RSG”), a current affiliate of the Company controlled by Neil Bluhm, Executive Chairman, entered into a Services Agreement (the “Services Agreement”), pursuant to which, among other things, RSG or certain of its affiliates provide certain specified services to the Company for a period of two years following the Closing, subject to extension and early termination, including, without limitation, certain services such as government affairs, certain business development, insurance and other services (in each case as more fully described in the Services Agreement). RSG and its affiliates had provided similar services to RSILP prior to the Business Combination and the Services Agreement represents a continuation of those services and support. As compensation for the provision of these services, the Company reimburses RSG and its affiliates for (i) all third-party costs incurred in connection with the provision of services, (ii) its reasonable and documented out-of-pocket travel and related expenses as approved by the ~~date following~~Company, and (iii) an allocable portion of payroll, benefits and overhead with respect to RSG’s or its affiliates’ employees who perform or otherwise assist in providing the ~~completion~~services. Expenses relating to support services were nil and $0.3 million for the three and nine months ended September 30, 2022, compared to $0.3 million and $0.8 million for the same periods in 2021, respectively. Payables due to RSG for support services were $0.3 million and $0.1 million at September 30, 2022 and December 31, 2021, respectively. These support services are recorded as General administration and other in the accompanying condensed consolidated statements of operations and any payables to RSG are recorded as Accrued expenses within the accompanying condensed consolidated balance sheets.

Affiliated Land-Based Casinos

Neil Bluhm and his adult children (including Ms. Leslie Bluhm), through their individual capacities, entities or trusts that they have created for the benefit of themselves or their family members, and Greg Carlin, through his individual capacity, entities or trusts that he has created for the benefit of himself or his family members, are direct or indirect owners, directors and/or officers of certain land-based casinos. The Company has entered into certain agreements with these affiliated land-based casinos that create strategic partnerships aimed to capture the online gaming, online sports betting and retail sports services markets in the various states and municipalities where the land-based casinos operate.

Generally, the Company pays a royalty fee to the land-based casino (calculated as a percentage of the ~~initial Business Combination~~Company’s revenue less reimbursable costs as defined in the applicable agreement) in exchange for the right to operate real-money online casino and/or online sports betting and social gaming under the gaming license of the land-based casinos. Royalties related to arrangements with affiliated casinos were $12.4 million and $35.8 million for the three and nine months ended September 30, 2022 compared to $9.0 million and $36.3 million for the same periods in 2021, respectively, which were net of any consideration received from the affiliated casino for reimbursable costs, as well as costs that are paid directly by the affiliate casino on ~~which~~the Company’s behalf. Net royalties paid are recorded as Costs of revenue in the accompanying condensed consolidated statements of operations. In certain cases, the affiliate casino maintains the bank account that processes cash deposits and withdrawals for the Company’s customers. Accordingly, at any point in time, the Company ~~completes~~will record a ~~liquidation, merger, capital stock~~receivable from the affiliate, representing the Company’s total gaming revenue (with customers) that was collected by the affiliate, less consideration payable to the affiliate for use of its license, which is offset by any consideration received from the affiliate based on the terms of the applicable agreement. Receivables due from affiliated land-based casinos were $20.2 million and $28.2 million at September 30, 2022 and December 31, 2021, respectively.

In addition, the Company provides retail sports services to certain affiliated land-based casinos in exchange for a monthly commission based on the casino’s retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook, technical support for the land-based casino’s customers, risk management, advertising and promotion, and support for the third-party vendor’s sports betting equipment. Revenue recognized relating to retail sports services provided to affiliated land-based casinos for the three and nine months ended September 30, 2022 and 2021 were not material to the condensed consolidated financial statements. Any payables due to the affiliated land-based casinos are netted against affiliate receivables to the extent a right of offset exists and were not material to the condensed consolidated financial statements as of September 30, 2022 or ~~other similar transaction that results in~~December 31, 2021.

During the nine months ended September 30, 2022, the Company purchased all of the ~~Company’s stockholders having~~equity interests of RSP, a poker-related production company that owns certain poker-related assets, including Poker Night in America, a television program

Table of Contents

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

focused on poker games and tournaments. On June 10, 2022, Messrs. Neil Bluhm and Greg Carlin forfeited their limited liability company interests in RSP, resulting in Mr. Todd Anderson being the ~~right to exchange their common stock~~sole owner of RSP. The Company then purchased from Mr. Anderson 100% of the limited liability company interests in RSP for ~~cash, securities or other property. Notwithstanding the foregoing, if the closing~~an aggregate purchase price of ~~the Company’s~~approximately $4.7 million, comprised of cash, Class V Common Stock, RSILP Units, Class A ~~common stock equals or exceeds $12.00 per share (as adjusted~~Common Stock and assumed liabilities (the “RSP Acquisition”). The Company obtained an independent valuation report as to the fair market value of RSP to support the purchase price being paid for ~~stock splits, stock capitalizations, reorganizations, recapitalizations and~~ the ~~like) for any 20 trading dayswithin any 30-trading day period~~ ~~commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.~~

~~Private Placement Warrants~~

~~On February 25, 2020, simultaneously with the consummation~~RSP Acquisition. As part of the ~~Initial Public Offering,~~RSP Acquisition, the Company consummated the private placement (“Private Placement”) of 6,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, to the Sponsor, generating proceeds of $6.6 million.

~~Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion~~employed Mr. Anderson and two other RSP employees. Mr. Anderson received all of the proceeds from the ~~sale of the Private Placement Warrants to the Sponsor was added to the~~RSP Acquisition; Messrs. Bluhm and Carlin did not receive any proceeds from the ~~Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.~~RSP Acquisition. The ~~Private Placement Warrantswill be non-redeemable for cash and~~ ~~exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.~~

The Sponsor and the Company’s officers and directors has agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

~~Related Party Loans~~

On November 27, 2019, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This~~loan is non-interest bearing and payable~~ upon the completion of the Initial Public Offering. Prior to the consummation of the Initial Public Offering, the Company borrowed approximately $90,000 under the Note. On March 19, 2020, the Company repaid the Note in full to the Sponsor.

~~In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain~~Audit Committee of the Company’s ~~officers and directors may, but are not obligated to, loan~~Board of Directors (the “Board”) approved the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be

~~DMY TECHNOLOGY GROUP, INC.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans.

~~Administrative Services Agreement~~

The Company entered into an agreement that will provide that, subsequent to the closing of the Initial Public Offering and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, to the Company will pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. The Company incurred $10,000 in expenses in connection with such services during the three months ended March 31, 2020 as reflected in the accompanying unaudited condensed statement of operations.

~~The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursedfor any out-of-pocket expenses incurred in~~ connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates.

~~Note 5—Commitments & Contingencies~~

~~Registration Rights~~

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriting Agreement~~

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or $8.05 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~Note 6—Stockholders’ Equity~~

~~Class~~ ~~A Common Stock~~—The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2019, there were no shares of Class A common stock issued or outstanding. As of March 31, 2020, there were 23,000,000 shares of Class A common stock issued or outstanding, including 21,868,007 shares of Class A common stock subject to possible redemption.

~~Class~~ ~~B Common Stock~~—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. In November 2019, the Company issued 5,750,000 shares of Class B common stock, including an aggregate of up to 750,000 shares of Class B common stock that were subject to forfeiture, to the Company by the initial stockholders for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On February 25, 2020, the underwriter exercised its over-allotment option in full; thus, the Founder Shares were no longer subject to forfeiture. As of March 31, 2020 and December 31, 2019, there were 5,750,000 shares of Class B common stock issued outstanding.

~~DMY TECHNOLOGY GROUP, INC.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.

~~The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combinationon a one-for-one basis, subject to~~ adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate,~~on an as-converted basis, 20%~~ of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a~~less than one-for-one basis.~~

~~Preferred Stock~~—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding.

~~Warrants~~—Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public WarrantsRSP Acquisition in accordance with the ~~provisions of~~Company’s Related-Party Transactions Policy, and the ~~warrant agreement. Notwithstanding~~Board (with Mr. Bluhm and certain other directors abstaining) approved the ~~above, if the Class A common stock~~same. See Note 2 for additional information.

13.Commitments and Contingencies

The Company is ~~at the time~~not a party to any material legal proceedings and is not aware of any ~~exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act,~~pending or threatened claims except as noted below. From time to time however, the Company may ~~at its option, require holders of Public Warrants who exercise their warrants~~be subject to ~~do so on a “cashless” basis,~~various legal proceedings and claims that arise in the ~~event~~ordinary course of its business activities.

A complaint in a case Todd L. Anderson. vs. Rush Street Gaming, LLC and Rush Street Interactive, LLC, Case Number # 120CV04794 that was filed in the United States District Court for the Northern District of Illinois was served on the Company ~~so elects,~~on August 18, 2020 and was subsequently amended and served on the Company ~~will not be required~~on September 15, 2020. The amended complaint alleges that Todd Anderson was offered a 1% equity stake in RSILP in 2012 that was never issued and asserts breach of contract, promissory estoppel, constructive fraud, conversion, breach of fiduciary duty, and unjust enrichment. On October 13, 2020, RSILP filed a motion to ~~file or maintain~~dismiss all the alleged claims asserted in ~~effect a registration statement,~~the complaint. On September 28, 2021, the court entered an order granting in part and denying in part RSILP's motion to dismiss, dismissing Mr. Anderson’s constructive fraud, breach of fiduciary duty and unjust enrichment claims, but ~~the Company will be required~~allowing his remaining claims to ~~use its best efforts to register or qualify the shares under applicable blue sky laws~~proceed. On October 19, 2021, RSILP filed an answer to the ~~extent an exemption is not available.~~amended complaint, and as of June 10, 2022, the parties entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the case and all remaining claims were dismissed with prejudice on June 13, 2022 pursuant to a joint stipulation of the parties and which facilitated the RSP Acquisition. The ~~Public Warrants will expire five years after~~Audit Committee of the ~~completion of a Business Combination or earlier upon redemption or liquidation.~~

~~If (x)~~Board approved the ~~Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes~~Settlement Agreement in ~~connection~~accordance with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market ValueRelated-Party Transactions Policy, and the ~~Newly Issued Price,~~Board (with Mr. Neil Bluhm and

certain other directors abstaining) approved the same. For additional information about the Settlement Agreement, see Note 12.

~~DMY TECHNOLOGY GROUP,~~

F-20

Table of Contents

RUSH STREET INTERACTIVE, INC.

NOTES TO ~~UNAUDITED~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.~~

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants~~will be non-redeemable so long as~~ they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

(Unaudited)


Delaware	~~001-39232~~	~~83-3626708~~84-3626708
(State or other jurisdiction of ~~incorporation)~~ incorporation or organization)	(~~Commission~~ ~~File Number)~~	~~(IRS~~I.R.S. Employer Identification No.)


Title of each class		Trading Symbol(s)		~~Trading~~ ~~Symbol(s)~~	Name of each exchange on which registered
~~Units, each consisting of one share of~~ ~~Class A common stockand one-~~ ~~half of one redeemable warrant~~	~~DMYT.U~~		~~The New York Stock Exchange~~

Class A common stock, $0.0001 par value ~~$0.0001~~ per share		RSI		~~DMYT~~	The New York Stock Exchange

~~Warrants, each whole warrant~~ ~~exercisable for one share of Class A~~ ~~common stock, each at an exercise~~ ~~price of $11.50 per share~~	~~DMYT WS~~		~~The New York Stock Exchange~~


	September 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	195,313	$	281,030
Restricted cash	30,028		19,299
Players’ receivables	7,000		5,829
Due from affiliates	20,206		28,159
Prepaid expenses and other current assets	10,909		7,433
Total current assets	263,456		341,750

Intangible assets, net	65,364		53,380
Property and equipment, net	8,782		7,232
Operating lease right-of-use asset, net	2,002		1,562
Other assets	5,173		4,807
Total assets	$	344,777	$	408,731

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	8,851	$	6,501
Accrued expenses	62,212		48,287
Players’ liabilities	34,850		24,160
Deferred royalty, short-term	1,511		1,415
Operating lease liabilities, short-term	696		509
Other current liabilities	3,309		3,062
Total current liabilities	111,429		83,934

Deferred royalty, long-term	14,494		15,633
Operating lease liabilities, long-term	1,362		1,148
Other long-term liabilities	240		315
Total liabilities	127,525		101,030

Commitments and contingencies

Stockholders’ equity
Class A common stock, $0.0001 par value, 750,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 64,094,395 and 61,118,406 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	6		6
Class V common stock, $0.0001 par value, 200,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 156,373,584 and 158,702,329 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	16		16

Additional paid-in capital	174,937		167,270
Accumulated other comprehensive loss	(1,014)		(475)
Accumulated deficit	(111,023)		(81,381)
Total stockholders’ equity attributable to Rush Street Interactive, Inc.	62,922		85,436

Non-controlling interests	154,330		222,265
Total stockholders’ equity	217,252		307,701
Total liabilities and stockholders’ equity	$	344,777	$	408,731


Remainder of 2022	$	12,766
Year ending December 31, 2023	19,036
Year ending December 31, 2024	9,657
Year ending December 31, 2025	9,279
Year ending December 31, 2026	4,048
Thereafter	29,276
Total(1)	$	84,062


	Three Months Ended September 30,				Change
($ in thousands)	2022		2021		$		%
Revenue	$	148,004	$	122,920	$	25,084	20	%
Costs of revenue	103,321		81,221		22,100		27	%
Advertising and promotions	45,203		46,077		(874)		(2)	%
General administration and other	16,040		12,318		3,722		30	%
Depreciation and amortization	4,039		1,007		3,032		n/m
Loss from operations	(20,599)		(17,703)		(2,896)		16	%
Interest expense, net	(219)		(11)		(208)		n/m
Loss before income taxes	(20,818)		(17,714)		(3,104)		18	%
Income tax expense	1,839		1,225		614		50	%
Net loss	$	(22,657)	$	(18,939)	$	(3,718)	20	%
*n/m means not meaningful

☒
x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐
¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	March 31, 2020		December 31, 2019
	(unaudited)
Assets:
Current assets:
Cash	$	1,462,947	$	—
Prepaid expenses		330,358		—

Total current assets		1,793,305		—
Investments held in Trust Account		230,520,409		—
Deferred offering costs associated with the proposed public offering		—		73,356

Total Assets	$	232,313,714	$	73,356

Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	384,448	$	33,440
Accrued expenses		50,000		15,636
Franchise tax payable		50,500		—
Income tax payable		98,690		—

Total current liabilities		583,638		49,076
Deferred underwriting commissions associated with initial public offering		8,050,000		—

Total Liabilities		8,633,638		49,076

Commitments and Contingencies
Class A common stock, $0.0001 par value; 21,868,007 and-0- shares subject to possible redemption at $10.00 per share at March 31, 2020 and December 31, 2019, respectively		218,680,070		—

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,131,993 and-0- shares issued and outstanding (excluding 21,868,007 and-0- shares subject to possible redemption) at March 31, 2020 and December 31, 2019, respectively		113		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding⁽¹⁾		575		575
Additionalpaid-in capital		4,748,894		24,425
Retained earning (accumulated deficit)		250,424		(720	)

Total Stockholders’ Equity		5,000,006		24,280

Total Liabilities and Stockholders’ Equity	$	232,313,714	$	73,356


	For the Three Months Ended March 31, 2020
General and administrative expenses	$	120,120
Franchise tax expense		50,500

Loss from operations		(170,620	)
Gain on marketable securities (net), dividends and interest, held in Trust Account		520,454

Income before income tax expense		349,834
Income tax expense		98,690

Net income	$	251,144

Weighted average shares outstanding of Class A common stock		23,000,000

Basic and diluted net income per share, Class A	$	0.02

Weighted average shares outstanding of Class B common stock		5,750,000

Basic and diluted net loss per share, Class B	$	(0.02	)


	For the Three Months Ended March 31, 2020
	Common Stock													Retained Earnings			Total
	Class A						Class B				Additional Paid-In			(Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit)			Equity
Balance - December 31, 2019 ⁽¹⁾		—		$	—			5,750,000	$	575	$	24,425		$	(720	)	$	24,280

Sale of units in initial public offering, gross		23,000,000			2,300			—		—		229,997,700			—			230,000,000
Offering costs		—			—			—		—		(13,195,348	)		—			(13,195,348	)
Sale of private placement warrants to Sponsor in private placement		—			—			—		—		6,600,000			—			6,600,000
Common stock subject to possible redemption		(21,868,007	)		(2,187	)		—		—		(218,677,883	)		—			(218,680,070	)
Net income		—			—			—		—		—			251,144			251,144

Balances - March 31, 2020 (unaudited)		1,131,993		$	113			5,750,000	$	575	$	4,748,894		$	250,424		$	5,000,006


	Class A Common Stock			Class V Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity Attributable To RSI		Non- Controlling Interests		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2021	61,118,406	$	6	158,702,329	$	16	$	167,270	$	(475)	$	(81,381)	$	85,436	$	222,265	$	307,701
Share-based compensation	—	—		—	—		1,145		—		—		1,145		2,792		3,937
Foreign currency translation adjustment	—	—		—	—		—		426		—		426		1,088		1,514
Issuance of Class A Common Stock upon RSILP Unit Exchanges	2,808,745	—		(2,808,745)	—		—		—		—		—		—		—
Net loss	—	—		—	—		—		—		(14,697)		(14,697)		(37,573)		(52,270)
Allocation of equity and non-controlling interests upon changes in RSILP ownership	—	—		—	—		3,458		(8)		—		3,450		(3,450)		—
Balance at March 31, 2022 (Unaudited)	63,927,151	$	6	155,893,584	$	16	$	171,873	$	(57)	$	(96,078)	$	75,760	$	185,122	$	260,882
Share-based compensation	69,652	—		—	—		1,128		—		—		1,128		2,752		3,880
Foreign currency translation adjustment	—	—		—	—		—		(559)		—		(559)		(1,364)		(1,923)
Acquisition of trademark intangible asset	60,000	—		480,000	—		786		—		—		786		1,914		2,700
Net loss	—	—		—	—		—		—		(8,332)		(8,332)		(20,014)		(28,346)
Allocation of equity and non-controlling interests upon changes in RSILP ownership	—	—		—	—		(64)		—		—		(64)		64		—
Balance at June 30, 2022 (Unaudited)	64,056,803	$	6	156,373,584	$	16	$	173,723	$	(616)	$	(104,410)	$	68,719	$	168,474	$	237,193
Share-based compensation	37,592	—		—	—		1,187		—		—		1,187		2,897		4,084
Foreign currency translation adjustment	—	—		—	—		—		(398)		—		(398)		(970)		(1,368)
Net loss	—	—		—	—		—		—		(6,613)		(6,613)		(16,044)		(22,657)
Allocation of equity and non-controlling interests upon changes in RSILP ownership	—	—		—	—		27		—		—		27		(27)		—
Balance at September 30, 2022 (Unaudited)	64,094,395	$	6	156,373,584	$	16	$	174,937	$	(1,014)	$	(111,023)	$	62,922	$	154,330	$	217,252


	Class A Common Stock			Class V Common Stock			Treasury Stock				Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity Attributable To RSI		Non- Controlling Interests		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares		Amount
Balance at December 31, 2020	44,792,517	$	4	160,000,000	$	16	$	—	$	—	$	—		$	93	$	(61,892)	$	(61,779)	$	(205,550)	$	(267,329)
Share-based compensation	571,239	—		—	—		—		—		2,557			—		—		2,557		9,019		11,576
Foreign currency translation adjustment	—	—		—	—		—		—		—			(143)		—		(143)		(481)		(624)
Issuance of Class A Common Stock upon exercise of Warrants	14,014,197	2		—	—		—		—		70,144			—		—		70,146		189,749		259,895
Repurchase of Class A Common Stock	—	—		—	—		218,589		(850)		—			—		—		(850)		(2,615)		(3,465)
Settlement of earnout interests liability	—	—		—	—		—		—		79,779			—		—		79,779		285,009		364,788
Net loss	—	—		—	—		—		—		—			—		(17)		(17)		(59)		(76)
Allocation of equity and non-controlling interests upon changes in RSILP ownership	—	—		—	—		—		—		8,757			—		—		8,757		(8,757)		—
Balance at March 31, 2021 (unaudited)	59,377,953	$	6	160,000,000	$	16	218,589		$	(850)	$	161,237		$	(50)	$	(61,909)	$	98,450	$	266,315	$	364,765
Share-based compensation	18,125	—		—	—		—		—		1,259			—		—		1,259		3,402		4,661
Foreign currency translation adjustment	—	—		—	—		—		—		—			(72)		—		(72)		(196)		(268)
Distributions paid to non-controlling interest holders	—	—		—	—		—		—		—			—		—		—		(337)		(337)
Net loss	—	—		—	—		—		—		—			—		(3,767)		(3,767)		(10,187)		(13,954)
Allocation of equity and non-controlling interests upon changes in RSILP ownership	—	—		—	—		—		—		36			—		—		36		(36)		—
Balance at June 30, 2021 (unaudited)	59,396,078	$	6	160,000,000	$	16	218,589		$	(850)	$	162,532		$	(122)	$	(65,676)	$	95,906	$	258,961	$	354,867
Share-based compensation	—	—		—	—		—		—		1,211			—		—		1,211		3,257		4,468
Issuance of Class A Common Stock upon RSILP Unit Exchanges	41,271	—		(41,271)	—		—		—		—		—	—		—		—		—		—
Foreign currency translation adjustment	—	—		—	—		—		—		—			(45)		—		(45)		(123)		(168)
Net loss	—	—		—	—		—		—		—			—		(5,300)		(5,300)		(13,639)		(18,939)
Allocation of equity and non-controlling interests upon changes in RSILP ownership	—	—		—	—		—		—		68			—		—		68		(68)		—
Balance at September 30, 2021 (Unaudited)	59,437,349	$	6	159,958,729	$	16	218,589		$	(850)	$	163,811		$	(167)	$	(70,976)	$	91,840	$	248,388	$	340,228


	For the Three Months Ended March 31, 2020
Cash Flows from Operating Activities:
Net income	$	251,144
Adjustments to reconcile net income to net cash used in operating activities:
Gain on marketable securities (net), dividends and interest, held in Trust Account		(520,409	)
Changes in operating assets and liabilities:
Prepaid expenses		(330,358	)
Accounts payable		383,728
Franchise tax payable		50,500
Income tax payable		98,690

Net cash used in operating activities		(66,705	)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(230,000,000	)

Net cash used in investing activities		(230,000,000	)
Cash Flows from Financing Activities:
Proceeds from note payable to related party		24,990
Repayment of note payable to related parties		(89,844	)
Proceeds from sale of Units, gross		230,000,000
Proceeds from sale of Private Placement Warrants		6,600,000
Payment of offering costs		(5,005,494	)

Net cash provided by financing activities		231,529,652
Net change in cash		1,462,947
Cash - beginning of the period		—

Cash - end of the period	$	1,462,947

Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	$	50,000
Offering costs included in note payable	$	64,854
Deferred underwriting commissions in connection with the initial public offering	$	8,050,000
Value of Class A common stock subject to possible redemption	$	218,680,070
Supplemental cash flow data:
Cash paid for income taxes	$	—


(1)			Includes operating lease and finance lease obligations under non-cancelable lease contracts totaling $2.7 million, obligations under non-cancelable contracts with marketing vendors totaling $28.7 million, and license and market access commitments totaling $52.7 million. Certain market access arrangements require the Company to make additional payments at a contractual milestone date if the market access fees paid through that milestone date do not meet a minimum contractual threshold. In these instances, the Company calculates the future minimum payment as the total milestone payment less any amounts already paid to the partner and includes such payments in the period in which the milestone date occurs.


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments held in Trust	$	230,520,409	$	—	$	—


Exhibit Number		Description
2.1		Amended and Restated Business Combination Agreement, dated as of October 9, 2020, by and among the Company, RSILP, Sellers, Sponsor and Rush Street Interactive GP, LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2020).
~~31.1~~2.2		~~Certification~~Amendment to Amended and Restated Business Combination Agreement, dated as of December 4, 2020, by and among the Company, RSILP, Sellers, Sponsor and Rush Street Interactive GP, LLC (incorporated by reference to Annex A-2 to Company’s Preliminary Proxy Statement filed with the SEC on December 4, 2020).
31.1*		Certifications of Chief Executive Officer ~~Pursuant toRules 13a-14(a) and15d-14(a)~~ ~~under the Securities Exchange Act of 1934, as Adopted~~ Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
~~31.2~~	~~Certification~~Certifications of ~~Chairman Pursuant toRules 13a-14(a)~~ ~~and15d-14(a)~~ ~~under the Securities Exchange Act of 1934, as Adopted~~Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
~~32.1~~	~~Certification~~Certifications of Chief Executive Officer ~~Pursuant to 18 U.S.C. Section 1350, as Adopted~~ Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
~~32.2~~	~~Certification~~Certifications of ~~Chairman Pursuant to 18 U.S.C. Section 1350, as Adopted~~Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).


*		Filed herewith.

~~101.INS~~**			~~XBRL Instance Document~~This exhibit is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~


~~DMY TECHNOLOGY GROUP,~~	RUSH STREET INTERACTIVE, INC.
November 3, 2022	By:		/s/ Kyle Sauers

~~By:~~		~~/s/ Niccolo de Masi~~ Kyle Sauers
			~~Name: Niccolo de Masi~~Chief Financial Officer
			~~Title: Chief Executive~~(Principal Financial Officer and Principal Accounting Officer)