Table of Contents
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

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

For the quarterly period ended March 31, 2020

2023

OR

☐

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

For the transition period from                to                

DMY TECHNOLOGY GROUP, INC.

from_______to_______

Commission file number: 001-39232
Rush Street Interactive, Inc.
(Exact name of registrant as specified in its charter)

Delaware001-3923283-362670884-3626708
(State or other jurisdiction of
incorporation)
incorporation or organization)
(Commission
File Number)
(IRSI.R.S. Employer
Identification No.)

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:(702) 781-4313

Not Applicable

(Former name or former address, if changed since last report)

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)
Securities registered pursuant to Section 12(b) of the Act:

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.UThe New York Stock Exchange

Class A common stock, $0.0001 par value

$0.0001 per share

RSIDMYTThe 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 WSThe New York Stock Exchange

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.

Large accelerated filer¨☐Accelerated filer☐x
Non-accelerated filer¨Smaller reporting company¨
Emerging growth companyx
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

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 ☐

x

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, 23,000,0003, 2023, there were 67,334,424 shares outstanding of the registrant’s Class A common stock, $0.0001 par value per share, and 154,455,584 shares outstanding of the registrant’s Class V common stock, $0.0001 and 5,750,000 Class B, parper value $0.0001, were issued and outstanding.

per share.


DMY TECHNOLOGY GROUP, INC.

Quarterly Reporton Form 10-Q

Table of Contents

TABLE OF CONTENTS
Rush Street Interactive, Inc.
Page No.
i

F-1

1

Unaudited Condensed Statement of Operations for the three months ended March 31, 2020

2

Unaudited Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2020

3

Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2020

4

Notes to Unaudited Condensed Financial Statements

5
Item 2.

16
19

20
29

20
30

21
31

21
31
Item 2.

21
Item 3.

Defaults Upon Senior Securities

21
Item 4.

Mine Safety Disclosures

21
Item 5.

Other Information

21
Item 6.

22
SIGNATURES32


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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; 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
i
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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 based on the activity of user accounts. While this data is 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. The 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 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.
ii
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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.

Thethousands except for share and per share data)

March 31,
2023		December 31,
2022
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents$147,289 $179,723 
Restricted cash28,308 26,358 
Players’ receivables8,113 11,174 
Due from affiliates28,754 35,904 
Prepaid expenses and other current assets15,441 11,312 
Total current assets227,905 264,471 
Intangible assets, net75,775 69,025 
Property and equipment, net9,035 9,764 
Operating lease assets1,464 1,852 
Other assets5,111 5,234 
Total assets$319,290 $350,346 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable$17,759 $29,803 
Accrued expenses61,165 64,903 
Players’ liabilities41,673 42,512 
Current deferred royalty liabilities2,010 1,526 
Current operating lease liabilities666 722 
Other current liabilities6,680 4,479 
Total current liabilities129,953 143,945 
Non-current deferred royalty liabilities13,685 14,106 
Non-current operating lease liabilities841 1,177 
Other non-current liabilities418 244 
Total liabilities144,897 159,472 
Commitments and contingencies
Stockholders’ equity
Class A common stock, $0.0001 par value, 750,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 67,314,375 and 65,111,616 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively7 6 
Class V common stock, $0.0001 par value, 200,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 154,455,584 and 155,955,584 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively15 16 
Additional paid-in capital181,578 177,683 
Accumulated other comprehensive loss(1,594)(1,648)
Accumulated deficit(127,272)(120,012)
Total stockholders’ equity attributable to Rush Street Interactive, Inc.52,734 56,045 
Non-controlling interests121,659 134,829 
Total stockholders’ equity174,393 190,874 
Total liabilities and stockholders’ equity$319,290 $350,346 
See accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.

DMY TECHNOLOGY GROUP,

F-1
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RUSH STREET INTERACTIVE, INC.

UNAUDITED

CONDENSED STATEMENTCONSOLIDATED 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)
Three Months Ended
March 31,
20232022
(Unaudited)(Unaudited)
Revenue$162,361 $134,938 
Operating costs and expenses
Costs of revenue107,154 99,858 
Advertising and promotions49,940 66,849 
General administration and other21,592 15,540 
Depreciation and amortization5,755 2,737 
Total operating costs and expenses184,441 184,984 
Loss from operations(22,080)(50,046)
Other income (expenses)
Interest income (expense), net380 (222)
Loss before income taxes(21,700)(50,268)
Income tax expense2,800 2,002 
Net loss$(24,500)$(52,270)
Net loss attributable to non-controlling interests(17,240)(37,573)
Net loss attributable to Rush Street Interactive, Inc.$(7,260)$(14,697)
Net loss per common share attributable to Rush Street Interactive, Inc. – basic and diluted$(0.11)$(0.24)
Weighted average common shares outstanding – basic and diluted65,260,064 61,800,359 
See accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.

DMY TECHNOLOGY GROUP,







F-2
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RUSH STREET INTERACTIVE, INC.

UNAUDITED

CONDENSED STATEMENTCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended
March 31,
20232022
(Unaudited)(Unaudited)
Net loss$(24,500)$(52,270)
Other comprehensive loss
Foreign currency translation adjustment344 1,514 
Comprehensive loss$(24,156)$(50,756)
Comprehensive loss attributable to non-controlling interests(16,997)(36,485)
Comprehensive loss attributable to Rush Street Interactive, Inc.$(7,159)$(14,271)
See accompanying notes to unaudited condensed consolidated financial statements.
F-3
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RUSH STREET INTERACTIVE, INC.
CONDENSED 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 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.

Thethousands 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
SharesAmountSharesAmount
Balance at December 31, 202265,111,616 $6 155,955,584 $16 $177,683 $(1,648)$(120,012)$56,045 $134,829 $190,874 
Share-based compensation702,759 — — — 2,330 — — 2,330 5,345 7,675 
Foreign currency translation adjustment— — — — — 101 — 101 243 344 
Issuance of Class A Common Stock upon RSILP Unit Exchanges1,500,000 1 (1,500,000)(1)— — — — — — 
Net loss— — — — — — (7,260)(7,260)(17,240)(24,500)
Allocation of equity and non-controlling interests upon changes in RSILP ownership— — — — 1,565 (47)— 1,518 (1,518)— 
Balance at March 31, 2023 (Unaudited)67,314,375 $7 154,455,584 $15 $181,578 $(1,594)$(127,272)$52,734 $121,659 $174,393 
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
SharesAmountSharesAmount
Balance at December 31, 202161,118,406 $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 Exchanges2,808,745 — (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 
See accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.

DMY TECHNOLOGY GROUP,

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RUSH STREET INTERACTIVE, INC.

UNAUDITED

CONDENSED STATEMENTCONSOLIDATED 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)
Three Months Ended
March 31,
20232022
(Unaudited)(Unaudited)
Cash flows from operating activities
Net loss$(24,500)$(52,270)
Adjustments to reconcile net loss to net cash used in operating activities
Share-based compensation expense7,675 3,937 
Depreciation and amortization expense5,755 2,737 
Deferred income taxes— 44 
Noncash lease expense161 162 
Write off of long-lived assets613 — 
Changes in operating assets and liabilities:
Players’ receivables3,061 (1,435)
Due from affiliates7,150 (2,598)
Prepaid expenses and other current assets(4,129)(2,491)
Other assets123 133 
Accounts payable(12,011)(5,275)
Accrued expenses and other current liabilities(7,233)11,078 
Players’ liabilities(839)9,456 
Deferred royalty liabilities63 (323)
Operating lease liabilities(165)(162)
Net cash used in operating activities(24,276)(37,007)
Cash flows from investing activities
Purchases of property and equipment(429)(1,045)
Acquisition of gaming licenses(79)(927)
Internally developed software costs(5,790)(1,400)
Media content production costs(169)— 
Net cash used in investing activities(6,467)(3,372)
Cash flows from financing activities
Principal payments of finance lease liabilities(24)(432)
Net cash used in financing activities(24)(432)
Effect of exchange rate changes on cash, cash equivalents and restricted cash283 1,491 
Net change in cash, cash equivalents and restricted cash(30,484)(39,320)
Cash, cash equivalents and restricted cash, at the beginning of the period (1)
206,081 300,329 
Cash, cash equivalents and restricted cash, at the end of the period (1)
$175,597 $261,009 

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Three Months Ended
March 31,
20232022
(Unaudited)(Unaudited)
Supplemental disclosure of noncash investing and financing activities:
Operating lease assets obtained in exchange for new or modified operating lease liabilities$— $410 
Allocation of equity and non-controlling interests upon changes in RSILP ownership$1,518 $3,450 
Property and equipment purchases in Accounts Payable and Accrued Expenses$146 $31 
License fee purchases in Accounts Payable and Accrued Expenses$5,880 $— 
Supplemental disclosure of cash flow information:
Cash paid for income taxes$818 $559 
Cash paid for interest$224 $241 
____________________________________
(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 theseto unaudited condensed consolidated financial statements.

DMY TECHNOLOGY GROUP,

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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 millionU.S., Canadian and Latin American markets. Rush Street Interactive, Inc. and its subsidiaries (including RSILP) are collectively referred to $1.5 billion, thoughas “RSI” or the Company’s search may span many consumer software segments worldwide.“Company.” The Company is an emerging growth companyheadquartered in Chicago, IL.

Impact of COVID-19
COVID-19 significantly impacted RSI’s business. Beyond disruptions in RSI’s normal business operations in prior years, COVID-19 impacted consumer habits and preferences, with some consumers opting to avoid crowded public places 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 relatesland-based casinos. In prior years, COVID-19 also impacted sports betting due to the Company’s formationrescheduling, reconfiguring, suspension, postponement and the initial public offering (the “Initial Public Offering”) described below,cancellation of sports seasons and since the closingsporting events or exclusion of the Initial Public Offering, the search forcertain players or teams from sporting events, which tended to reduce customers’ use of, and spending on, RSI’s sports betting offerings. A future pandemic may have 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 generatenon-operating income in the form of interest incomesimilar, material adverse impact 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.

RSI’s business.

The Company’s sponsor is dMY Sponsor, LLC,revenue varies based on sports seasons and sporting events, among other factors, and cancellations, suspensions or alterations resulting from a Delaware limited liability company (the “Sponsor”). future pandemic may adversely affect its revenue, possibly materially. However, RSI’s online casino offerings do not rely on sports seasons and sporting events, thus, they may partially offset this adverse impact on revenue.
2.Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Basis of Presentation and Principles of Consolidation
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,accompanying unaudited condensed consolidated financial statements have been prepared in accordance with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the issuance of 3,000,000 Units as 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, the Company consummated the private placement (“Private Placement”) of 6,600,000 warrants (each, a “Private Placement Warrant” 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”) locatedaccounting principles generally accepted 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 OfferingGAAP”) 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 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 disbursed 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”).

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 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 PublicShare). 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 rulesapplicable regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and file tender offer documentsnote 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, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the SEC prior to completing a Business Combination. If, however, stockholder approvalon March 2, 2023.

These unaudited condensed consolidated financial statements include the accounts 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 sharesits directly and indirectly wholly owned subsidiaries, and all entities 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 provisions 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 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 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

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 lettercontrolling interest. RSI is deemed to have a controlling interest of intent, confidentiality or other similar agreement or business combination agreement (a “Target”RSILP through its wholly owned subsidiary RSI GP, LLC (“RSI GP”), reducewhich is the amountsole general partner of fundsRSILP. For consolidated entities that are less than wholly owned, third-party holdings of equity interests are presented as non-controlling interests in the Trust AccountCompany’s condensed consolidated balance sheets and condensed consolidated statements of changes in equity. The portion of net earnings attributable to below the lesser of (i) $10.00 per Public Sharenon-controlling interests is presented as net loss attributable to non-controlling interests and (ii) the actual amount per Public Share heldcomprehensive loss attributable to non-controlling interests in the Trust AccountCompany’s condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss, respectively. 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 datesellers 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 liquidationcombined company’s assets are held by RSILP and the Company’s primary assets are its equity interests in RSILP (which are held indirectly through wholly owned subsidiaries 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 anyCompany – RSI ASLP, Inc. (the “Special Limited Partner”) 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”)RSI GP). The Company will seek to reducecontrols RSILP through RSI GP. The non-controlling interest represents the possibility thatClass A Common Units of RSILP
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RUSH STREET INTERACTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(“RSILP Units”) held by holders other than the Sponsor will have to indemnify the Trust Account due to claimsCompany. As of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with whichMarch 31, 2023, the Company does business, execute agreementsowned 30.35% of the RSILP Units and the holders of the non-controlling interest owned 69.65% of the RSILP Units.
Reclassifications
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 unaudited condensed consolidated financial statements.
Interim Unaudited Condensed Consolidated Financial Statements
The accompanying condensed consolidated balance sheet as of March 31, 2023, the condensed consolidated statements of operations, comprehensive loss, changes in equity (deficit) and cash flows for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 was derived from audited financial statements, but may omit certain disclosures required by 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 Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Basis of Presentation

The accompanying unaudited condensedannual consolidated financial statements are presentedand, in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary forto state fairly the fair statement of the balancesCompany’s financial condition, its operations and resultscash flows for the periods presented. OperatingThe historical results are not necessarily indicative of future results, and the results of operations for the three months ended March 31, 20202023 are not necessarily indicative of the results that mayto 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 complywith 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 Sponsoryear 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 thecondensed 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 unaudited 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 and equipment, and intangible assets; redemption rate assumptions associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting feesCompany’s player loyalty program and other costs incurred that were directly related to the Initial Public Offering, and were charged to stockholders’ equity upon the completiondiscretionary player bonuses; deferred revenue; accrued expenses; determination of the Initial Public Offering.

Class A Common Stock Subjectincremental borrowing rate to Possible Redemption

calculate operating lease liabilities and finance lease liabilities; and deferred taxes and amounts associated with the tax receivable agreement (the “Tax Receivable Agreement”) entered into in connection with the closing of the transactions contemplated in the Business Combination Agreement on December 29, 2020 (the “Closing”).

Intangible Assets, Net
Media content production costs
The Company accounts for its Class A common stock subject to possible redemptioncapitalizes costs associated with the development and production of media content in accordance with the guidanceAccounting Standards Codification (“ASC”) 350Intangibles - Goodwill and Other. The asset is recognized 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 of the holder or subject to redemption upon the occurrence of uncertain events not solely withinintangible Assets, net in the Company’s control) are classifiedunaudited consolidated balance sheet 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 shares2023 and is amortized over the estimated useful life of Class A common stock subject to possible redemption is presented as temporary equity, outsidetwo years.
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 stockholders’ equity sectionperiod for revenues, costs and expenses. The U.S. dollar effects that arise from translating the net assets 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 soldthese subsidiaries at changing rates are recorded in the Initial Public Offering and the Private Placement to purchase an aggregateforeign currency translation adjustment account, which is included in equity as a component 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 redemptionaccumulated other comprehensive loss.

If transactions are recorded in a manner similartocurrency other than the two-class method of income per share. Net income per common stock, basicsubsidiary’s functional currency, remeasurement into the functional currency is required and diluted for Class A common stock are calculated by dividing the interest income earned on investments and marketable securities heldmay result in the Trust Account of approximately $520,000, net of approximately $149,000 of tax obligations, resulting in a total of approximately $371,000transaction gains or losses. Transaction gains were $0.4 million for the three months ended March 31, 2020, by the weighted average number2023 compared to losses of Class A common stock outstanding$0.6 million for the period. Net loss per common stock, basicsame period in 2022. Amounts are recorded in general administration and dilutedother on the Company’s unaudited condensed consolidated statements of operations.
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RUSH STREET INTERACTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Recently Adopted Accounting Pronouncements
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 Class B common stockfinancial 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 calculated by dividingapplicable to the net incomemeasurement of approximately $251,000, less income attributablecredit losses on financial assets measured at amortized cost, available-for-sale debt securities and applies 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 outstandingcertain off-balance sheet credit exposures. This ASU is effective for the period.

Income Taxes

Company in calendar year 2023. The Company followsadopted ASU 2016-13 and the assetsubsequent amendments on January 1, 2023, and liability method ofthe adoption did not have a material impact on its condensed consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted
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 income taxesconvertible instruments by removing major separation models required under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilitiescurrent U.S. GAAP. This ASU removes certain settlement conditions that are recognizedrequired for equity contracts to qualify for the estimated future tax consequences attributable to differences betweenderivative scope exception, and it also simplifies the diluted earnings per 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 carryingand related disclosures.
3.Revenue Recognition
The Company’s revenue from contracts with customers is derived from online casino and 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 of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expectedpaid to applycustomers for winning bets, less other incentives awarded to taxable incomecustomers, plus or minus the change in the years in which those temporary differences are expected to be recovered or settled. The effectprogressive jackpot liability.
Online sports betting involves a user placing a bet on deferred tax assets and liabilitiesthe 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 tax ratesunsettled 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.
F-9
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RUSH STREET INTERACTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Social gaming
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 redemption of virtual credits. Deferred revenue is recorded when users purchase virtual credits and revenue is recognized in incomewhen the virtual credits are redeemed and the Company’s performance obligation has been fulfilled.
Disaggregation of revenue for the three months ended March 31, 2023 and 2022, was as follows:
Three Months Ended
March 31,
($ in thousands)20232022
Online casino and online sports betting$157,672 $131,658 
Retail sports betting3,663 2,330 
Social gaming1,026 950 
Total revenue$162,361 $134,938 
Revenue by geographic region for the three months ended March 31, 2023 and 2022, was as follows:
Three Months Ended
March 31,
($ in thousands)20232022
United States and Canada$146,697$122,534
Latin America, including Mexico15,66412,404
Total revenue$162,361 $134,938 
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 period thatcondensed 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 enactment date. Valuation allowances are established, when necessary, to reducecondensed consolidated balance sheets. The deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterialrevenue balances as of March 31, 2020.

FASB ASC 740 prescribes a recognition threshold2023 and a measurement attribute forDecember 31, 2022 were as follows:

Three Months Ended
March 31,
($ in thousands)20232022
Deferred revenue, beginning of period$7,840 $4,637 
Deferred revenue, end of period$8,017 $4,862 
Revenue recognized during the period from amounts included in deferred revenue during the beginning of the period$7,056 $3,917 
F-10
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RUSH STREET INTERACTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4.Intangible Assets, Net
The Company had the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefitsfollowing intangible assets, net as of March 31, 2020. 2023 and December 31, 2022:
($ in thousands)Weighted
Average
Remaining
Amortization
Period (years)		Gross
Carrying
Amount		Accumulated
Amortization		Net
License Fees
March 31, 20238.05$59,807 $(14,938)$44,869
December 31, 20228.44$54,334 $(12,363)$41,971
Internally Developed Software
March 31, 20232.43$26,651 $(5,158)$21,493
December 31, 20222.51$20,860 $(3,490)$17,370
Developed Technology
March 31, 20236.75$5,931 $(927)$5,004
December 31, 20227.00$5,931 $(741)$5,190
Trademark Asset
March 31, 20234.17$5,088 $(848)$4,240
December 31, 20224.42$5,088 $(594)$4,494
Media Content
March 31, 20232.00$169 $—$169
December 31, 2022N/A$— $—$—
Amortization expense was $4.7 million for the three months ended March 31, 2023 compared to amortization expense of $2.2 million for the same period in 2022.
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RUSH STREET INTERACTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5.    Property and Equipment, net
The Company recognizes accrued interesthad the following property and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penaltiesequipment, net as of March 31, 2020. 2023 and December 31, 2022:
($ in thousands)March 31,
2023		December 31, 2022
Computers, software and related equipment$4,498 $4,050 
Operating equipment and servers4,752 4,610 
Furniture604 600 
Leasehold improvements675 640 
Property and equipment not yet placed into service551 816 
Total property and equipment11,080 10,716 
Less: accumulated depreciation(4,687)(3,818)
6,393 6,898 
Finance lease right-of-use assets3,112 3,112 
Less: accumulated amortization(470)(246)
2,642 2,866 
Property and equipment, net$9,035 $9,764 
The Company is currently not awarerecorded depreciation expense on property and equipment of any issues under review that could result in significant payments, accruals or material deviation from its position.$0.9 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively. The Company is subject to income tax examinationsrecorded amortization expense on finance lease right-of-use assets of $0.2 million and $0.1 million for the three months ended March 31, 2023 and 2022, respectively.
6.    Accrued Expenses
The Company has the following accrued expenses as of March 31, 2023 and December 31, 2022:
($ in thousands)March 31,
2023		December 31,
2022
Accrued compensation and related expenses$4,542 $10,077 
Accrued operating expenses27,017 24,178 
Accrued marketing expenses19,868 27,315 
Accrued professional fees2,306 1,620 
Due to affiliates466 649 
License fees payable5,880 63 
Other1,086 1,001 
Total accrued expenses$61,165 $64,903 
7.    Stockholders’ Equity
Non-Controlling Interest
The non-controlling interest represents the RSILP Units held by major taxing authorities since inception.

Recent Accounting Pronouncements

holders other than the Company.




F-12
Table of Contents
RUSH STREET INTERACTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 resultnon-controlling interests owned 69.65% and 70.55% of the underwriters’ exerciseRSILP Units outstanding as of their over-allotment option in full, atMarch 31, 2023 and December 31, 2022, respectively. The table below illustrates 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.

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 warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock 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, the Sponsor paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 5,750,000 sharesrollforward of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). The initial stockholders have agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture would be adjusted to the extent 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 initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted 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 of the Initial Public Offering, 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 of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the 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. 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”). Thisloan 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 of the Company’s officers and directors may, but are not obligated to, loan 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 servicesnon-controlling interest percentages during the three months ended March 31, 2023:

Non-Controlling Interest %
Non-controlling interest % as of December 31, 2022:
70.55 %
Issuance of Class A Common Stock upon RSILP Unit Exchanges(0.68)%
Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants(0.22)%
Non-controlling interest % as of March 31, 2023:
69.65%
The non-controlling interests owned 70.92%and 72.20% of the RSILP Units outstanding, as of March 31, 2022 and December 31, 2021, respectively. The table below illustrates a rollforward of the non-controlling interest percentages during the three months ended March 31, 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)%
Non-controlling interest % as of March 31, 2022:
70.92%
8.    Share-Based Compensation
The Company adopted the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan, as reflected in the accompanying unaudited condensed statement of operations.

The Sponsor, executive officersamended from time to time (the “2020 Plan”), to attract, retain and incentivize employees, certain consultants and directors or any of their respective affiliates,who 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 madecontribute to the Sponsor, officers, directors or their affiliates.

Note 5—Commitments & Contingencies

Registration Rights

The holderssuccess of Founder Shares, Private Placement Warrants and warrantsthe Company. Awards that may be issued upon conversiongranted 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 Working Capital Loans, if any, (and anythe 2020 Plan, there was an aggregate of 13.4 million shares of Class A common stock issuable uponCommon Stock reserved under the exercise2020 Plan, which may consist of authorized and unissued shares, treasury shares or shares reacquired by the Company. During the three months ended March 31, 2023, the Compensation Committee of the Private Placement WarrantsBoard 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 tofull Board each approved 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 payableamendment to the underwriters for deferred underwriting commissions. The deferred fee will become payable2020 Plan 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,increase the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, inCommon Stock reserved under the aggregate,on an as-converted basis, 20% of the total number of2020 Plan by 22.38 million 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)(the “Plan Amendment”), 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 aless 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 timeamendment being subject to timeapproval by the Company’s boardstockholders at the Company's 2023 annual meeting of directors. As ofstockholders. The 2020 Plan will terminate on December 29, 2030.

During 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 that2023, the Company has an effective registration statement underissued equity awards to its officers, directors and certain other individuals, with such grants being contingent upon 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 Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time 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, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection 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 faithPlan Amendment being approved by the Company’s board of directorsstockholders. Management has determined that obtaining stockholder approval is essentially a formality because management 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%members of the totalBoard control enough votes to approve the grants, therefore the 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 stockawards were deemed to be granted during the 20 trading dayquarter.

Restricted Stock Units (“RSUs”) and Options
The Company granted 2,479,719 and 20,000 RSUs with service conditions, during the three months ended March 31, 2023 and 2022, respectively. RSUs with service conditions generally vest over a three to four year period, startingwith each tranche vesting annually. The grant date fair value of RSUs with service conditions is determined based 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 pricequoted market price.




F-13
Table of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and

Contents

DMY TECHNOLOGY GROUP,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 Warrantswill 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)
The Company may callgranted 1,463,602 and nil RSUs with market-based conditions (e.g., share price targets, total shareholder return) during the Public Warrants for redemption:

in wholethree months ended March 31, 2023 and not in part;

at2022, respectively. RSUs with market-based conditions generally vest over a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption;three year period and

if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading dayswithin the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 7—Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value onwas determined using a recurring basis as ofMonte Carlo Simulation using the following assumption:

March 31, 2023
Volatility rate69.78 %
Risk-free interest rate3.85 %
Average expected life (in years)2.8
Dividend yieldNone
Stock price at grant date$3.28 
The Company granted 1,061,454 and nil stock options during the three months ended March 31, 20202023 and indicates the2022, respectively. The estimated grant date fair value hierarchy of stock options was determined using a Black-Scholes valuation model using the valuation techniques that the Company utilized to determine such fair value.

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   $—     $—   
  

 

 

   

 

 

   

 

 

 

As of March 31, 2020, the Investments held in the Trust Account were held entirely in cashfollowing weighted-average assumptions:

March 31, 2023
Volatility rate70.00 %
Risk-free interest rate3.80 %
Average expected life (in years)6.0
Dividend yieldNone
Stock price at grant date$3.28
Exercise price$3.28
RSU and cash equivalents.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levelsstock option activity for the three months ended March 31, 2020.

Level 1 instruments include investments in money market funds2023 and U.S. Treasury securities. 2022, was as follows:

RSUsOptions
Number of unitsWeighted-average
grant price		Number of optionsWeighted-average
exercise price
Unvested balance at December 31, 20227,492,613 $7.48 854,888 $4.93 
Granted3,943,321 4.12 1,061,454 3.28 
Vested(902,759)4.03 — — 
Forfeited(4,216)8.81 — — 
Unvested balance at March 31, 202310,528,959 $6.52 1,916,342 $4.01 
RSUsOptions
Number of unitsWeighted average
grant price		Number of optionsWeighted-average
exercise price
Unvested balance at December 31, 20213,076,158 $16.08 96,827 $15.40 
Granted20,000 7.99 — — 
Vested— — — — 
Forfeited(6,000)15.85 — — 
Unvested balance at March 31, 20223,090,158 $16.02 96,827 $15.40 
The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine theaggregate fair value of its investments.

the RSUs granted during the three months ended March 31, 2023 and 2022, was approximately $16.3 million and $0.2 million, respectively. The weighted average grant date fair value of RSUs vested during the three months ended March 31, 2023 and 2022, was approximately $3.6 million and nil, respectively.

DMY TECHNOLOGY GROUP,

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RUSH STREET INTERACTIVE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8—Subsequent Events

(Unaudited)
The weighted-average grant-date fair values of options granted during three months ended March 31, 2023 and 2022, was approximately $2.14 and nil, respectively. The aggregate fair value of stock options granted during the three months ended March 31, 2023 and 2022, was $2.3 million and nil, respectively. The stock options outstanding as of March 31, 2023 had no intrinsic value.
As of March 31, 2023, the Company had unrecognized stock-based compensation expense related to RSUs of $59.3 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.21 years.
As of March 31, 2023, the Company had unrecognized stock-based compensation expense related to stock options of $4.0 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.37 years.
Share-based compensation expense for the three months ended March 31, 2023 and 2022 was as follows:
Three Months Ended March 31,
($ in thousands)20232022
Costs of revenue$257 $244 
Advertising and promotions536 505 
General administration and other6,882 3,188 
Total share-based compensation expense$7,675 $3,937 
9.    Income Taxes
The income tax provision for the three months ended March 31, 2023 and 2022 was as follows:
Three Months Ended March 31,
($ in thousands)20232022
Income tax provision$2,800$2,002
The Company evaluated subsequent eventsrecognized federal, state and transactions that occurred upforeign income tax expense of $2.8 million and $2.0 million during the three months ended March 31, 2023 and 2022, respectively. The effective tax rates for the three months ended March 31, 2023 and 2022 were (13.26)% and (3.98)%, respectively. 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 dateCompany’s Colombia operations for which both current and deferred taxes were recorded. The Company evaluates the balance sheet was availablerealizability 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.
In August 2022, the U.S. Inflation Reduction Act of 2022 and the CHIPS and Science Act of 2022 were signed into law. These acts include, among other provisions, a corporate alternative minimum tax of 15%, an excise tax on the repurchase of corporate stock, various climate and energy provisions, and incentives for investment in semiconductor manufacturing. These provisions are not expected to be issued. Based upon this review,have a material impact on the Company’s results of operations or financial position.
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
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RUSH STREET INTERACTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 therethe 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 March 31, 2023 and December 31, 2022 was $60.4 million and $58.7 million, respectively. The increase in the liability is primarily due to the issuance of Class A Common Stock upon RSILP Unit exchanges. Due to the fact that the Company's deferred tax assets and corresponding Tax Receivable Agreement liability are unrecognized, this increase had no impact on the condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss.
10.    Net loss Per Share
The basic and diluted net loss per share for the three months ended March 31, 2023 and 2022 were as follows (amounts in thousands, except for share and per share amounts):
Three Months Ended March 31,
20232022
Numerator:
Net loss$(24,500)$(52,270)
Less: Net loss attributable to non-controlling interests(17,240)(37,573)
Net loss attributable to Rush Street Interactive, Inc. – basic and diluted$(7,260)$(14,697)
Denominator:
Weighted average common shares outstanding – basic and diluted65,260,064 61,800,359 
Net loss per Class A common share – basic and diluted$(0.11)$(0.24)
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 no eventsanti-dilutive:
Three Months Ended March 31,
20232022
RSILP Units(1)
154,455,584 155,893,584 
Unvested Restricted Stock Units10,528,959 10,528,959 3,090,158 
Unvested Stock Options1,916,342 1,916,342 96,827 

(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.
11.    Related Parties
Affiliated Land-Based Casinos

Neil Bluhm and his adult children (including Ms. Leslie Bluhm), through their individual capacities, entities or trusts that they have occurredcreated for the benefit of themselves or their family members, and Greg Carlin, through his individual
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RUSH STREET INTERACTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
capacity, entities or trusts that would require adjustmentshe 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 disclosuresland-based casino (calculated as a percentage of the Company’s revenue less reimbursable costs or other consideration received as defined in the applicable agreement) in exchange for the right to operate real-money online casino and/or online sports betting under the gaming license of the land-based casinos or for marketing gaming offerings under the land-based casinos’ brand. Royalties related to arrangements with affiliated casinos were $7.7 million for the three months ended March 31, 2023 compared to $9.5 million for the same period in 2022, 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 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 will record a 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 $28.8 million and $35.9 million at March 31, 2023 and December 31, 2022, respectively.
In addition, the Company provides retail sports services to certain affiliated land-based casinos in exchange for a monthly commission based on the casino’s retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook, technical support for the land-based casino’s customers, risk management, advertising and promotion, and support for the third-party vendor’s sports betting equipment. Revenue recognized relating to retail sports services provided to affiliated land-based casinos for the three months ended March 31, 2023 and 2022 were not material to the condensed consolidated financial statements. Any payables due to the affiliated land-based casinos are netted against affiliate receivables to the extent a right of offset exists and were not material to the condensed consolidated financial statements at March 31, 2023 or December 31, 2022.
12.    Commitments and Contingencies
Legal Matters
The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.
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RUSH STREET INTERACTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Other Contractual Obligations
The Company is a party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnership-related agreements where the Company is obligated to make future minimum payments under the non-cancelable terms of these contracts as follows ($ in thousands):
Remainder of 2023$17,107 
Year ending December 31, 202411,582 
Year ending December 31, 20258,656 
Year ending December 31, 20265,463 
Year ending December 31, 20274,969 
Thereafter32,789 
Total(1)
$80,566

(1)Includes operating lease and finance lease obligations under non-cancelable lease contracts totaling $2.1 million, obligations under non-cancelable contracts with marketing vendors totaling $23.9 million, and license and market access commitments totaling $54.6 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.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,” “us” or “we” refer to dMY Technology Group, Inc.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the Company’sour financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, our Annual Report on Form 10-K for the year ended December 31, 2022 (our “Annual Report”), and our unaudited condensed consolidated financial statements and therelated notes thereto containedincluded elsewhere in this report. CertainQuarterly Report on Form 10-Q (this “Report”). In addition to historical financial information, contained in the following discussion and analysis set forth below includescontains forward-looking statements that involve risks, uncertainties and uncertainties.

Cautionaryassumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections of this Report captioned “Cautionary Note Regarding Forward-Looking Statements

Statements” and “Risk Factors.” For a discussion of limitations in measuring certain of our key metrics, see the section of this Report captioned “Limitations of Key Metrics and Other Data.”

This QuarterlyManagement’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of Adjusted EBITDA, which are not presented in accordance with generally accepted accounting principles of the United States (“GAAP”). We present these non-GAAP financial measures because they provide us and readers of this Report with additional insight into our operational performance relative to earlier periods and relative to our competitors. These non-GAAP financial measures are not a substitute for any GAAP financial information. Readers of this Report should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures. Reconciliations of Adjusted EBITDA to Net Loss, the most comparable GAAP measure, are provided in this Report.
Unless the context requires otherwise, all references in this Report to the “Company,” “we,” “us,” or “our” refer to Rush Street Interactive, Inc. and its subsidiaries.
Our Business
We are a leading online gaming and entertainment company that focuses primarily on Form 10-Qonline casino and online sports betting in the U.S., Canadian and Latin American markets. Our mission is to engage and delight players by delivering friendly, fun and fair betting experiences. In furtherance of this mission, we strive to create an online community for our customers where we are transparent and honest, treat our customers fairly, show them that we value their time and loyalty, and listen to feedback. We also endeavor to implement industry leading responsible gaming practices and provide our customers with a cutting-edge online gaming platform and exciting, personalized offerings that will enhance their user experience.
We provide our customers with an array of leading gaming offerings such as real-money online casino, online sports betting and retail sports betting (i.e., sports betting services provided at bricks-and-mortar locations), as well as social gaming, which involves free-to-play games using virtual credits that users can earn or purchase. We launched our first social gaming website in 2015 and began accepting real-money bets in the United States in 2016. Currently, we offer real-money online casino, online sports betting and/or retail sports betting in 15 U.S. states and the three international markets as outlined in the table below.
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JurisdictionsOnline CasinoOnline Sports
Betting		Retail Sports
Betting
Domestic:
Arizonaü
Coloradoü
Connecticut*üü
Illinoisüü
Indianaüü
Iowaü
Louisianaü
Marylandüü
Michiganüüü
New Jerseyüü
New Yorküü
Ohioü
Pennsylvaniaüüü
Virginiaüü
West Virginiaüü
International:
Colombiaüü
Ontario (Canada)üü
Mexicoüü
*Previously announced that the Company and its partner in Connecticut intend to wind down their online and retail sports betting partnership in Connecticut, which the Company currently believes is likely to occur during the second half of 2023.
Our real-money online casino and online sports betting offerings are currently provided under our BetRivers and PlaySugarHouse brands in the United States and Canada and under our RushBet brand in Latin America (which includes forward-looking  statementsMexico). We operate and/or support retail sports betting for our bricks-and-mortar partners. Many of our social gaming offerings are marketed under our partners’ brands, although we also offer social gaming under our own brands as well. Our decision about what brand or brands to use is market and/or partner specific, and is based on brand awareness, market research, marketing efficiency and applicable gaming rules and regulations.
Impact of COVID-19
COVID-19 significantly impacted our business. Beyond disruptions in our normal business operations in prior years, COVID-19 impacted consumer habits and preferences, with some consumers opting to avoid crowded public places such as land-based casinos. In prior years, COVID-19 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. A future pandemic may have a similar, material adverse impact on our business.
Our revenue varies based on sports seasons and sporting events, among other factors, and cancellations, suspensions or alterations resulting from a future pandemic may adversely affect our revenue, possibly materially. However, our online casino offerings do not rely on sports seasons and sporting events, thus, they may partially offset this adverse impact on revenue.
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Trends in Key Metrics
Monthly Active Users
MAUs is the number of unique users per month who have placed at least one real-money bet across one or more of our online casino or online sports betting offerings. For periods longer than one month, we average the MAUs for the months in the relevant period. We exclude users who have made a deposit but have not yet placed a real-money bet on at least one of our online offerings. We also exclude users who have placed a real-money bet but only with promotional incentives. The numbers of unique users included in calculating MAUs only include U.S. and Canada-based users of our online real-money offerings.
MAUs is a key indicator of the scale of our user base and awareness of our brands. We believe that year-over-year MAUs is also generally indicative of the long-term revenue growth potential of our business, although MAUs in individual periods may be less indicative of our longer-term expectations. We expect the number of MAUs to grow as we attract, retain and re-engage users in new and existing jurisdictions and expand our offerings to appeal to a wider audience.
The chart below presents our average MAUs for the three months ended March 31, 2023 and 2022:
1185
The decrease in MAUs was mainly due to our strategic reduction in advertising, marketing and bonusing efforts in certain markets, primarily consisting of online sportsbook-only markets.
Average Revenue Per Monthly Active User
ARPMAU for an applicable period is average revenue divided by average MAUs. This key metric represents our ability to drive usage and monetization of our online offerings.
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The chart below presents our ARPMAU for the three months ended March 31, 2023 and 2022:
1861
The year-over-year increase in ARPMAU was mainly due to our continued operations in markets such as Ontario, Canada where we offer online casino in addition to online sports betting and that launched after March 31, 2022, the impact of our strategic advertising and marketing efforts in other markets where offer online casino and our focus on retaining quality players.
Non-GAAP Information
This Report includes Adjusted EBITDA, which is a non-GAAP performance measure that we use to supplement our results presented in accordance with GAAP. We believe Adjusted EBITDA provides useful information to investors regarding our results of operations and operating performance, as it is similar to measures reported by our public competitors and is regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Non-GAAP financial measures are not intended to be considered in isolation or as a substitute for any GAAP financial measures and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the meaningsame industry.
We define Adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization, share-based compensation, adjustments for certain one-time or non-recurring items and other adjustments. Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because certain expenses are either non-cash (i.e., depreciation and amortization, and share-based compensation) or are not related to our underlying business performance (i.e., interest income or expense).
We include Adjusted EBITDA because management uses it to evaluate our core operating performance and trends and to make strategic decisions regarding the distribution of capital and new investments. Management believes that Adjusted EBITDA provides investors with useful information on our past financial and operating performance, enables comparison of financial results from period-to-period where certain items may vary independent of business performance, and allows for greater transparency with respect to metrics used by our management in operating our business. Management also believes that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance.
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The table below presents our Adjusted EBITDA reconciled from our Net loss, the most directly comparable GAAP measure, for the periods indicated:
Three Months Ended
March 31,
($ in thousands)20232022
Net loss$(24,500)$(52,270)
Interest (income) expense, net(380)222 
Income tax expense2,800 2,002 
Depreciation and amortization5,755 2,737 
Share-based compensation expense7,675 3,937 
Adjusted EBITDA$(8,650)$(43,372)
Key Components of Revenue and Expenses
Revenue
We currently offer real-money online casino, online sports betting and/or retail sports betting in 15 U.S. states, Colombia, Ontario, Canada and Mexico. We also provide social gaming (where permitted) where users can earn or purchase virtual credits to enjoy free-to-play games.
Our revenue is predominantly generated from our U.S. and Canada operations, with the remaining revenue being generated from our Latin America (including Mexico) operations. We generate revenue primarily through the following offerings:
Online Casino
Online casino offerings typically include the full suite of games available in bricks-and-mortar casinos, such as table games (i.e., blackjack and roulette) and slot machines. For these offerings, similar to bricks-and-mortar casinos, we generate revenue through hold, or gross winnings, as customers play against the house. Like bricks-and-mortar casinos, there is volatility with online casino, but as the number of bets placed increases, the revenue retained from bets placed becomes easier to predict. Our experience has been that online casino revenue is less volatile than sports betting revenue.
Our online casino offering consists of a combination of licensed content from leading industry suppliers, customized third-party games and a small number of proprietary games that we developed in-house. Third-party content is usually subject to standard revenue-sharing agreements specific to each supplier, where the supplier generally receives a percentage of the net gaming revenue generated from its casino games played on our platform. In exchange, we receive a limited license to offer the games on our platform to customers in permitted jurisdictions. We generally pay much lower fees on revenue generated through our in-house developed casino games such as our multi-bet blackjack (with side bets: 21+3, Lucky Ladies, Lucky Lucky) and single-deck blackjack, which primarily relate to hosting/remote gaming server fees and certain intellectual property license fees.
Online casino revenue is generated based on total customer bets less amounts paid to customers for winning bets, less incentives awarded to customers, plus or minus the change in the progressive jackpot reserve.
Online Sports Betting
Online sports betting involves a user placing a bet on the outcome of a sporting event, a 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 sports bet offered to customers. While sporting event outcomes may result in revenue volatility, we believe that we can achieve a positive long-term betting win margin.
In addition to traditional fixed-odds betting, we also offer other fixed-odd sports betting products including in-game betting and multi-sport and same-game parlay betting. We have also incorporated live streaming of certain sporting events into our online sports betting offering.
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Integrated into our online sports betting platform is a third-party risk and trading platform currently provided by certain subsidiaries of Kambi Group plc.
Online sports revenue is generated based on total customer bets less amounts paid to customers for winning bets, less incentives awarded to customers, plus or minus the change in unsettled sports bets.
Retail Sports Betting
We provide retail sports betting services to certain land-based partners in exchange for a monthly commission that is calculated based on the land-based retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook (i.e., within a bricks-and-mortar location), technical support for such partner’s customers, risk management, advertising and promotion, and support for third-party sports betting equipment.
In addition, certain relationships with our partners provide us the ability to operate the retail sportsbook at the land-based partner’s facility. 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.
Social Gaming
We provide social gaming (where permitted) where users are given virtual credits to enjoy free-to-play games. Users who exhaust their credits can either purchase additional virtual credits from the virtual cashier or wait until their virtual credits are replenished for free. Virtual credits have no monetary value and can only be used within our social gaming platform.
Our social gaming business has three main goals: building online databases in key markets ahead of and post-legalization and regulation; generating revenues; and increasing engagement and visitation to our bricks-and-mortar partner properties. Our social gaming products are a marketing tool that keeps the applicable brands present in the minds of our users and engages with users through another channel while providing the entertainment value that users seek. We also leverage our social gaming products to cross-sell to our real-money offerings in jurisdictions where real-money gaming is authorized.
We recognize deferred revenue when users purchase virtual credits and revenue when the virtual credits are redeemed. We pay a percentage of the social gaming revenue derived from the sale and redemption of the virtual credits to content suppliers as well as to our land-based partners.
Costs and Expenses
Costs of Revenue. Costs of revenue consist primarily of (i) revenue share and market access fees, (ii) platform and content fees, (iii) gaming taxes, (iv) payment processing fees and chargebacks and (v) salaries, bonuses, benefits and share-based compensation for dedicated personnel. These costs are primarily variable in nature and should typically correlate with the change in revenue. Revenue share and market access fees consist primarily of amounts paid to local partners that hold the applicable gaming license, providing us the ability to offer our real-money online offerings in the respective jurisdictions. Our platform and content fees are primarily driven by costs associated with third-party casino content, sports betting trading services and certain elements of our platform technology, such as geolocation and know-your-customer. Gaming taxes primarily relate to state taxes and are determined on a jurisdiction-by-jurisdiction basis. We incur payment processing costs on customer deposits and occasionally chargebacks (i.e., when a payment processor contractually disallows customer deposits in the normal course of business).
Advertising and Promotions Costs. Advertising and promotion costs consist primarily of costs associated with marketing our offerings via different channels, promotional activities and related customer acquisition costs. These costs also include salaries, bonuses, benefits and share-based compensation for dedicated personnel and are expensed as incurred.
Our ability to effectively market is critical to operational success. Using experience, dynamic learnings and analytics, we leverage marketing to acquire, convert, retain and re-engage customers. We use a variety of earned media and paid marketing channels, in combination with compelling offers, brand ambassadors, proprietary content, and unique game and site features, to attract and engage customers. Furthermore, we continuously optimize our marketing spend using data collected from our operations. Our marketing spend is based on a return-on-investment model that considers a variety of factors, including the product offerings in the jurisdiction, the performance of different marketing channels, predicted lifetime value, marginal costs and expenses and behavior of customers across various product offerings.
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With respect to paid marketing, we use a broad array of advertising channels, including television, radio, social media platforms, sponsorships, affiliates and paid search, and other digital channels. We also use other forms of marketing and outreach, such as our social media channels, first-party websites, media interviews and other media spots and organic searches. These efforts are primarily concentrated within the specific jurisdictions where we operate or intend to operate. We believe there is significant benefit to having a flexible approach to advertising spending as we can quickly redirect our advertising spending based on dynamic testing of our advertising methods and channels.
General Administration and Other. General administration and other expenses consist primarily of administrative personnel costs, including salaries, bonuses and benefits, share-based compensation expense for dedicated personnel, professional fees related to legal, compliance, audit and consulting services, rent and insurance costs.
Depreciation and Amortization. Depreciation and amortization expense consists of depreciation on our property and equipment and amortization of intangible assets (including market access licenses, gaming jurisdictional licenses, internally developed software, trademark and developed technology) and finance lease right-of-use assets over their useful lives.
Results of Operations
The following tables set forth a summary of our consolidated results of operations for the interim periods indicated and the changes between periods. We have derived this data from our unaudited condensed consolidated financial statements included elsewhere in this Report. The results of historical periods are not necessarily indicative of the results of operations for any future period.
Comparison of the Three Months Ended March 31, 2023 and 2022
Three Months Ended
March 31,		Change
($ in thousands)20232022$%
Revenue$162,361 $134,938 $27,423 20 %
Costs of revenue107,154 99,858 7,296 7 %
Advertising and promotions49,940 66,849 (16,909)(25)%
General administration and other21,592 15,540 6,052 39 %
Depreciation and amortization5,755 2,737 3,018 110 %
Loss from operations(22,080)(50,046)27,966 (56)%
Interest income (expense), net380 (222)602 (271)%
Loss before income taxes(21,700)(50,268)28,568 (57)%
Income tax expense2,800 2,002 798 40 %
Net loss$(24,500)$(52,270)$27,770 (53)%
Revenue. Revenue increased by $27.4 million, or 20%, to $162.3 million for the three months ended March 31, 2023 as compared to $134.9 million for the same period in 2022. The increase was mainly due to and directly correlated with our continued growth in the majority of our existing markets; expansion into new markets such as Ontario, Mexico and Maryland, each of which launched after March 31, 2022; and expansion of services in existing jurisdictions such as online sports betting in West Virginia and retail sports betting in Virginia, each of which launched after March 31, 2022. The increase reflects higher period-over-period online casino and sports betting revenue of $26.0 million, retail sports betting revenue of $1.3 million and social gaming revenue of $0.1 million.
Costs of Revenue. Costs of revenue increased by $7.3 million, or 7%, to $107.2 million for the three months ended March 31, 2023 as compared to $99.9 million for the same period in 2022. The increase was mainly due to and directly correlated with, our expansion and continued growth in existing and new markets as noted above. Gaming taxes, payment processing costs, operating expenses, and personnel costs contributed $5.2 million, $1.8 million, $1.4 million and $1.1 million, respectively, offset by a decrease of $2.2 million in market access costs. Costs of revenue as a percentage of revenue decreased to 66% for the three months ended March 31, 2023 as compared to 74% for the same period in 2022.
Advertising and Promotions. Advertising and promotions expense decreased by $16.9 million, or 25%, to $49.9 million for the three months ended March 31, 2023 as compared to $66.8 million for the same period in 2022. The decrease was mainly due to management’s strategy of rationalizing marketing spend as the North and Latin American online gaming industries continue to mature. We continue to focus marketing efforts and strategies in newly entered and existing markets
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on increasing customer awareness and use of our offerings. Advertising and promotions expense as a percentage of revenue decreased to 31% for the three months ended March 31, 2023 as compared to 50% for the same period in 2022.
General Administration and Other. General administration and other expense increased by $6.1 million, or 39%, to $21.6 million for the three months ended March 31, 2023 as compared to $15.5 million for the same period in 2022. The increase was due to higher personnel and other administrative costs, which is consistent with the ongoing growth of our business. General administration and other expense as a percentage of revenue increased to 13% for the three months ended March 31, 2023 as compared to 12% for the same period in 2022.
Depreciation and Amortization. Depreciation and amortization expense increased by $3.0 million, or 110%, to $5.7 million for the three months ended March 31, 2023 as compared to $2.7 million for the same period in 2022. The increase was mainly due to additional purchases of property and equipment and other definite-lived intangible assets. Depreciation and amortization expense as a percentage of revenue was 4% for the three months ended March 31, 2023 as compared to 2% for the same period in 2022.
Interest Expense,Net. Interest income was $0.4 million for the three months ended March 31, 2023 as compared to expense of $0.2 million for the same period in 2022. The increase in interest income was mainly attributable to the management’s strategic decision to invest excess cash in cash equivalents such as short-term certificates of deposits, offset by the recognition of imputed interest associated with deferred royalties and finance leases relating to online gaming servers.
Income Tax Expense. Income tax expense increased by $0.8 million, or 40%, to $2.8 million for the three months ended March 31, 2023 as compared to $2.0 million for the same period in 2022. Income tax expense for the three months ended March 31, 2023 and 2022 related to the profitability of our foreign real-money operations and foreign software development operations for which both current and deferred taxes are recorded. Income tax expense as a percentage of revenue was 2% for the three months ended March 31, 2023 as compared to 1% for the same period in 2022.
Seasonality and Other Trends Impacting Our Business
Our results of operations can, and generally do, fluctuate due to seasonal trends and other factors such as level of customer engagement, online casino and sports betting results, foreign currency exchange rates and other factors that are outside of our control or that we cannot reasonably predict. Our quarterly financial performance depends on our ability to attract and retain customers. Customer engagement in our online offerings may vary due to, among other things, customer satisfaction with our platform and customer support services, the number, timing, and type of sporting events, the length of professional sports seasons, our offerings and marketing efforts and those of our competitors (including those not just in the online gaming industry but also in the entertainment industry more broadly), climate and weather conditions, public sentiment, an economic downturn or other economic factors such as inflation, economic uncertainty or macroeconomic conditions. As customer engagement varies, so may our quarterly financial performance.
Our quarterly financial results may also be impacted by the number and amount of betting wins and losses and jackpot payouts we experience. Although our losses are limited per stake to a maximum payout in our online casino offering, when looking at bets across a period of time, these losses can be significant. As part of our online casino offering, we offer progressive jackpot games. Each time a customer plays a progressive jackpot game, we contribute a portion of the amount bet to the jackpot for that game or group of games. When a progressive jackpot is won, the jackpot is paid out and is reset to a predetermined base amount. Winning the jackpot is determined by a random mechanism. We cannot foresee when a jackpot will be won, and we do not insure against jackpot payouts. Paying the progressive jackpot decreases our cash position.
Our online sports betting and retail sports betting operations experience seasonality based on the relative popularity and frequency of certain sporting events. Although sporting events occur throughout the year, our online sports betting customers are most active during the American football season as well as during the NBA and NCAA basketball seasons. With respect to our online sports betting and retail sports betting operations, customer activity tends to increase, and we may experience increased volatility, in connection with major sporting events such as the NFL super bowl, the NBA finals and NCAA basketball March Madness.
From a legislative perspective, we are continuing to see momentum to legalize and regulate online sports betting in new jurisdictions in the Americas. As expected, in many cases these new jurisdictions are first trying to legalize and regulate online sports betting before considering whether to legalize and regulate online casino. However, given the tax generation success of online casino in markets where it has been legalized, we are also continuing to see momentum for
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online casino in several jurisdictions in the Americas that are looking for additional revenue sources to fund expanding budgets.
We operate within the global gaming and entertainment industry, which is comprised of diverse products and offerings that compete for consumers’ time and disposable income. We face, and expect to continue to face, significant competition from other industry players both within existing and new markets including from competitors with access to more resources, existing assets such as brands or databases, or experience. Customer demands for new and innovative offerings and features require us to continue to invest in new technologies, features and content to improve the customer experience. Many jurisdictions in which we operate or intend to operate in the future have unique regulatory and/or technological requirements, which require us to have robust, scalable networks and infrastructure, and agile engineering and software development capabilities. The global gaming and entertainment industry has seen significant consolidation, regulatory change and technological development over the last few years, and we expect this trend to continue into the foreseeable future, which may create opportunities for us but may also create competitive and margin pressures. We are starting to see some other online gaming operators rationalize their marketing spend in North American jurisdictions, although their marketing spend may vary by quarter depending on, among other things, sports calendars, new market launches and prior commitments.
Liquidity and Capital Resources
We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations. Our current working capital needs relate mainly to supporting our existing businesses, the growth of these businesses in their existing markets and their expansion into other geographic regions, as well as our personnel’s compensation and benefits.
We had $147.3 million in cash and cash equivalents as of March 31, 2023 (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products). We intend for the foreseeable future to continue to finance our operations without third-party debt and entirely from operating cash flows, if any.
In connection with the business combination between dMY and RSILP on December 29, 2020 (the “Business Combination”), we executed a Tax Receivable Agreement, dated as of December 29, 2020 (the “TRA”), by and among RSI ASLP, Inc. (the “Special Limited Partner”), Rush Street Interactive, LP (“RSILP”), the sellers in the Business Combination (the “Sellers”) and the Sellers’ representative, which generally provides that the Special Limited Partner pay 85% of certain net tax benefits, if any, that the Company and its consolidated subsidiaries, including the Special Limited Partner, realize (or in certain cases is deemed to realize) as a result of the increases in tax basis and tax benefits related to the transactions contemplated under the agreement governing the Business Combination and the exchange of certain common units in RSILP retained by the Sellers for Class A Common Stock (or cash) and tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. Although the actual timing and amount of any payments made under the TRA will vary, such payments may be significant. Any payments made under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us and, to the extent that payments required under the TRA are unable to be made for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid. To date, no material payments under the TRA have been made, and no material payments or accrued payments thereunder are expected in the near future as payments under the TRA are not owed until the tax benefits generated thereunder are more-likely-than-not to be realized.
We expect our existing cash and cash equivalents and cash flows from operations to be sufficient to fund our operating activities and capital expenditure requirements for at least the next 12 months and thereafter for the foreseeable future. It is possible that we may need additional cash resources due to changed business conditions or other developments, including unanticipated regulatory developments, significant acquisitions, partnerships or marketing initiatives, deteriorating macroeconomic conditions and competitive pressures. We expect our capital expenditures and working capital requirements to continue to increase in the immediate future to support our growth as we seek to expand our offerings across more of North America, Latin America and worldwide, which will require significant investment in our online gaming platform and personnel, in particular in product development, engineering and operations roles. We also expect to increase our marketing, advertising and promotional spend in certain existing and new markets, as well as market access fees and license costs as we continue to enter into new market access arrangements with local partners in new jurisdictions. In particular, we are party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnerships, pursuant to which we are obligated to make future minimum payments under the non-cancelable terms of these contracts. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to
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seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in new product or service launches and related marketing initiatives or to scale back our existing operations, which could have an adverse impact on our business and financial prospects.
We expect our material cash requirements during the upcoming 12-month period to include $17.8 million of non-cancellable purchase obligations with marketing vendors, $3.2 million of license and market access fees, and $1.0 million of lease payments. In addition, we will continue to strategically pursue expansion into new markets, which is expected to require significant capital investments. We have $58.6 million of additional non-cancellable purchase obligations including obligations with marketing vendors, for license and market access fees and for lease payments subsequent to the upcoming 12-month period. Management believes our current cash holdings and, if necessary or desirable, various avenues available to pursue funding in the capital markets will suffice to fund these obligations.
As of March 31, 2023 and December 31, 2022, we had no off-balance sheet arrangements.
Debt
As of March 31, 2023, we had no debt outstanding. We have an outstanding letter of credit for $1.7 million in connection with our operations in Colombia, for which no amounts have been drawn as of March 31, 2023.
Cash Flows
The following table shows our cash flows from operating activities, investing activities and financing activities for the three months ended March 31, 2023 and 2022:
Three Months Ended
March 31,
($ in thousands)20232022
Net cash used in operating activities$(24,276)$(37,007)
Net cash used in investing activities(6,467)(3,372)
Net cash used in financing activities(24)(432)
Effect of exchange rate changes on cash, cash equivalents and restricted cash283 1,491 
Net change in cash, cash equivalents and restricted cash$(30,484)$(39,320)
Operating activities. Net cash used in operating activities for the three months ended March 31, 2023 decreased by $12.7 million to $24.3 million, as compared to $37.0 million during the same period in 2022. The decrease reflects a lower period-over-period net loss totaling $27.8 million and increased non-cash expenses of $7.3 million, which was partially offset by an increase in working capital totaling $22.7 million. The increase in non-cash expenses was driven primarily by share-based compensation expense totaling $3.7 million, additional depreciation and amortization totaling $3.0 million and write-offs of long-lived assets totaling $0.6 million.
Investing activities. Net cash used in investing activities for the three months ended March 31, 2023 increased by $3.1 million to $6.5 million, as compared to $3.4 million during the same period in 2022. The increase reflects higher period-over-period cash paid for internally developed software costs totaling $4.4 million and an increase in cash paid for the development of media content totaling $0.2 million, which was partially offset by less cash paid for the acquisition of gaming licenses totaling $0.8 million and property and equipment purchases totaling $0.7 million.
Financing activities. Net cash used in financing activities for the three months ended March 31, 2023 was less than $0.1 million as compared to $0.4 million during the same period in 2022. The period-over-period difference reflects lower principal payments of finance lease liabilities totaling $0.4 million.
Critical Accounting Policies and Estimates
We have prepared our unaudited condensed consolidated financial statements in accordance with GAAP. In doing so, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses during the reporting period. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. Management has discussed the development, selection and disclosure of these estimates and assumptions with the Audit Committee of the Board.
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There were no material changes during the quarter ended March 31, 2023, to the critical accounting policies and estimates discussed in our Annual Report. For a more complete discussion of our critical accounting policies and estimates, refer to our Annual Report.
Emerging Growth Company Accounting Election
Section 27A102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and Section 21Ehave elected to take advantage of the Securities Exchange Actbenefits of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements onthis extended transition period. This may make it difficult or impossible to compare our current expectations and projections about future events. These forward-looking statements are subjectfinancial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historicalfact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

Overview

We are a blank check company incorporated in Delaware on September 27, 2019. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although we are not limited to a particular industry or sector for purposes of consummating a Business Combination, we intend to focus our search for an initial business combination on companies within the mobile application (“app”) ecosystem or consumer internet companies with enterprise valuations in the range of $500 million to $1.5 billion, though our search may span many consumer software segments worldwide. Our sponsor is dMY Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

Our registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on February 20, 2020. On February 25, 2020, we consummated our Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the issuance of 3,000,000 Units as a resulttake advantage 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.

Simultaneously with the closingextended transition period exemptions for emerging growth companies because of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 6,600,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrantpotential differences in a private placement to the Sponsor, generating proceeds of $6.6 million.

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 us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 25, 2022 (the “Combination Period”), we 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 and not previously released to us to pay for our 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

We intend to effectuate our Initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our Initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additional shares in connection with a business combination to the owners of the target or other investors:

may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greaterthan one-to-one basis upon conversion of the Class B common stock;

may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;

could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

may adversely affect prevailing market prices for our Class A common stock and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

our inability to pay dividends on our Class A common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying financial statements, at March 31, 2020, we had approximately $1.5 million in our operating bank account. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our Initial Business Combination will be successful.

Results of Operations

Our entire activity since inception through March 31, 2020 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective Initial Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our Initial Business Combination. Wewill generate non-operating income in the form of interest income on cash and cash equivalents. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2020, we had net income of approximately $251,000, which consisted of approximately $520,000 in interest earned on marketable securities held in the Trust Account, offset by approximately $120,000 in general and administrative expenses, $50,500 in franchise tax expense, and approximately $99,000 in income tax expense.

Liquidity and Capital Resources

As of March 31, 2020, we 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 our tax obligations, if any.

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

Our 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 our financial position, results of our 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 we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we 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.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay our Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services.

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. We 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 we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as its critical accounting policies:

Class A Common Stock Subject to Possible Redemption

We account for our 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 of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our 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 our balance sheet.

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. We have 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.

Our 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.

Recent Accounting Pronouncements

Our 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.

Off-Balance Sheet Arrangements

As of March 31, 2020, we did not haveany off-balance sheet arrangements as defined in Item 303(a)(4)(ii) ofRegulation S-K.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is requiredfor non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be requiredof non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

used.
Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 3.    Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as definedby Rule 12b-2operate primarily in United States, Canada and Latin America. As such, we have been exposed in the past and may in the future be exposed to certain market risks, including interest rate, foreign currency exchange and inflation risks, in the ordinary course of the Exchange Act andour business. Currently, these risks are not requiredmaterial to our financial condition or results of operations, but they may be in the future.
Interest Rate Risk
As of March 31, 2023, we had cash, cash equivalents and restricted cash of $175.6 million, which consisted primarily of bank deposits and money market funds. Such interest-earning instruments carry a degree of interest rate risk; however, due to the relatively short-term nature of these instruments, historical fluctuations of interest income have not been significant. The primary objective of our investment activities are to preserve principal and provide liquidity without significantly increasing risk. A 10% increase or decrease in the informationinterest rates of these interest-earning instruments would not have a material effect on our unaudited condensed consolidated financial statements for the three months ended March 31, 2023.
Foreign Currency Exchange Rate Risk
We have been exposed to foreign currency exchange risk related to our transactions in currencies other than the U.S. Dollar, which is our reporting and functional currency for a majority of our operations. We seek to naturally hedge our foreign exchange transaction exposure by matching the transaction currencies for our cash inflows and outflows. Currently, we do not otherwise required under this item.

hedge our foreign exchange exposure but may consider doing so in the future. Our foreign currency exposure is primarily with respect to the Colombian Peso, the Canadian Dollar, and the Mexican Peso. Markets with a functional currency other than the U.S. Dollar accounted for less than 20% and 10% of our revenue for the three months ended March 31, 2023 and 2022, respectively. A 10% increase or decrease in the value of these currencies compared to the U.S. Dollar would not have a material effect on our unaudited condensed consolidated financial statements for the three months ended March 31, 2023.
Inflation Risk
We do not believe that inflation has had a material effect on our business, financial condition or results of operations as of and for the three months ended March 31, 2023. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and operating results. In addition, our customers may experience inflationary pressures and rising costs. This could result in our customers having less disposable income, and thus they may reduce their spending on discretionary entertainment activities such as our products and services. Such a reduction in spending by our customers could harm our business, financial condition, revenues and operating results.
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Item 4.

Controls and Procedures

Item 4.    Controls and Procedures.
Management’s Evaluation of Disclosure Controls and Procedures

Under

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of our management, including our principal executive officerChief Executive Officer and principal financial and accounting officer,our Chief Financial Officer, we conductedhave carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the fiscal quarter ended March 31, 2020, as such term is defined inRules 13a-15(e) and15d-15(e) under the Exchange Act. Based on this evaluation, our chief

executive officer concluded that during the period covered by this report, ourReport. Our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensureprovide reasonable assurance that information we are required to be disclosed by usdisclose in ourreports that are filed or submitted under the Exchange Act reportsis accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified inby the SEC’s rulesSEC. Our Chief Executive Officer and forms,Chief Financial Officer concluded that our disclosure controls and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions,procedures were effective as appropriate to allow timely decisions regarding required disclosure.

of March 31, 2023.

Changes in Internal Control overOver Financial Reporting

There washas been no change in ourthe Company’s internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2020 covered bythis Quarterly Report on Form 10-Q2023 that has materially affected, or is reasonably likely to materially affect, ourthe Company’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.
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PART II –II. OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1.    Legal Proceedings.
From time to time we become involved in legal proceedings concerning matters arising in connection with the conduct of our business activities. These proceedings may be at varying stages, and many of these proceedings may seek an indeterminate amount of damages. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or an additional loss may have been incurred and to determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible loss can be made.
In our opinion, the amount of ultimate liability with respect to any of these actions is unlikely to materially affect our financial condition, results of operations or liquidity, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.
Item 1A.

Risk Factors.

The significant

Item 1A.    Risk Factors
There have been no material changes to the risk factors known to us that could materially adversely affect our business, financial condition, or operating results are describeddisclosed under the heading “Risk Factors” in our registration statement on Form S-1 under “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” except for the additionAnnual Report.

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Table of the following risk factor.

Industry and General Economic Risks

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

Unregistered Sales of Equity Securities

Simultaneously with the closing of the Public Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 6,600,000 Private Placement Warrants to dMY Sponsor, LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,600,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company for cash, (ii) may not (including the Class A Common Stock issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Use of Proceeds

On February 25, 2020, we consummated the Initial Public Offering of 23,000,000 Units, including the issuance of 3,000,000 Units as a result of the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of Class A Common Stock and one-half of one redeemable Warrant. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, and only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion of our initial Business Combination and 12 months from the closing of the Initial Public Offering and will expire five years after the completion of our initial Business Combination or earlier upon redemption or liquidation. Subject to certain terms and conditions, we may redeem the warrants either for cash once the warrants become exercisable or for shares of our Class A Common Stock commencing 90 days after the warrants become exercisable.

The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $230,000,000. Goldman Sachs & Co. LLC and UBS Securities LLC were representatives of the several underwriters. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-236208). The SEC declared the registration statement effective on February 20, 2020.

We paid a total of $4,600,000 in underwriting discounts and commissions. Goldman Sachs & Co. LLC and UBS Securities LLC, representatives of the several underwriters in the Initial Public Offering, received a portion of the underwriting discounts and commissions related to the Initial Public Offering. After deducting the underwriting discounts and commissions and incurred offering costs, $230,000,000 (or $10.00 per unit sold in the Public Offering) was placed in the Trust Account.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Contents

Item 6.    Exhibits.
The following exhibits are being filed or furnished, as applicable, herewith:
Item 6.

Exhibits.

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).
31.12.2
CertificationAmendment 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).
10.1§*
Business Consulting Agreement dated October 28, 2015, by RSILP and an entity owned and controlled by Einar Roosileht.
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
CertificationCertifications of Chairman Pursuant toRules 13a-14(a) and15d-14(a) under the Securities  Exchange Act of 1934, as AdoptedChief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
32.1
CertificationCertifications 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
CertificationCertifications of Chairman Pursuant to 18 U.S.C. Section 1350, as AdoptedChief 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.
104Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

*Filed herewith.
101.INS**XBRL Instance DocumentThis 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.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentA management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv). The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

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Table of ContentsSIGNATURE

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereuntothereunto duly authorized on this 7th day of May, 2020.

authorized.
DMY TECHNOLOGY GROUP,RUSH STREET INTERACTIVE, INC.
May 4, 2023By:/s/ Kyle Sauers
By:

/s/ Niccolo de Masi

Kyle Sauers
Name: Niccolo de MasiChief Financial Officer
Title: Chief Executive(Principal Financial Officer and Principal Accounting Officer)

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