Rush Street Interactive, Inc DEFA14A, filed Jul 27, 2020
Rush Street Interactive, Inc. (RSI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 27, 2020
DMY TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39232 | 84-3626708 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS 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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | DMYT.U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | DMYT | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | DMYT WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 27, 2020, dMY Technology Group, Inc., a Delaware corporation (the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Rush Street Interactive, LP, a Delaware limited partnership (“RSI”), the sellers set forth on the signatures pages thereto (collectively, the “Sellers” and each, a “Seller”), dMY Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and Rush Street Interactive GP, LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative (in such capacity, the “Sellers’ Representative”). The transactions contemplated by the Business Combination are referred to herein as the “Business Combination.”
Business Combination Agreement
Consideration and Structure
Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, at the time of the closing of the Business Combination (the “Closing”), (i) (x) the Company or a wholly-owned subsidiary thereof will contribute cash to RSI (the “Contribution Amount”) in exchange for common units of RSI (the “RSI Units” and such RSI Units issued to the Company, the “Issued RSI Units”) and the number of shares of newly issued Class V common stock, par value $0.0001 per share, of the Company (the “Class V Voting Stock”) equal to the number of Retained RSI Units (as defined below), which will entitle its holder to one vote per share but no right to dividends or distributions and (y) immediately thereafter, RSI will distribute to the Sellers the shares of Class V Voting Stock received by RSI, (ii) the Sellers will transfer to the Company or a wholly-owned subsidiary thereof a number of RSI Units (not to exceed 12,500,000 RSI Units) equal to the quotient of (a) the Purchased RSI Units Cash Consideration (as defined below) divided by (b) $10 (the “Purchased RSI Units”), and certain rights under the Tax Receivable Agreement (as defined and discussed below), and (iii) the Sellers will following the Closing retain an aggregate number of RSI Units equal to the number of RSI Units (such RSI Units retained by the Sellers, the “Retained RSI Units”) that will cause the Sellers’ aggregate percentage ownership in RSI immediately following the Closing to be equal to the percentage determined as the quotient of (a) RSI’s enterprise value (i.e., $1,725,000,000) (subject to certain post-closing adjustments discussed below) (the “RSI Enterprise Value”) divided by (b) the sum of (1) the RSI Enterprise Value plus (2) the product of (A) the total number of outstanding shares of Class a common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) issued and outstanding as of immediately prior to the Closing (after giving effect to any redemptions of Class A Common Stock by the Company’s current stockholders, the Class B Common Stock Conversion (as defined and discussed below), and any Class A Common Stock purchased in connection with any equity financing transactions completed at or prior to the Closing, if any) multiplied by (B) $10.
In connection with the Closing, pursuant to the terms and conditions of the amended and restated certificate of incorporation of Company, dated as of February 20, 2020 (the “Current Certificate of Incorporation”), and the Amended Insider Letter (as defined below), all then-outstanding shares of Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”) will be converted into shares of Class A Common Stock (after giving effect to the Amended Sponsor Letter (as defined below)) on a one-for-one basis and into an aggregate number of 5,750,000 shares of Class A Common Stock (the “Class B Common Stock Conversion”).
In connection with the Closing, on the date of the Closing (the “Closing Date”), (i) 1,212,813 shares of Class A Common Stock held by the Sponsor and the independent directors of the Company (collectively, the “Founder Holders”) that formerly constituted shares of Class B Common Stock held by the Founder Holders, (ii) 1,212,813 Issued RSI Units issued to the Company in connection with the Business Combination, and (iii) 15,000,000 Retained RSI Units held by the Sellers and an equal number of shares of Class V Voting Stock issued to the Sellers by the Company in connection with the Business Combination, will be subject to certain restrictions and potential forfeiture pending the achievement (if any) of certain earnout targets pursuant to the terms of the Business Combination Agreement.
Following the Closing, the combined Company will be organized in an “Up-C” structure in which substantially all of the assets and the business of the combined Company will be held by RSI and its subsidiaries, and the Company’s only direct assets will consist of RSI Units and all of the limited liability company units of a Delaware limited liability company that will be formed at or prior to Closing for purposes of acting as the general partner of RSI (such entity, the “GP Company”). Assuming that (i) none of the Company’s current stockholders
exercise their right to redeem their Class A Common Stock, (ii) the aggregate proceeds received by the Company through equity financing sources at, or prior to, the Closing is $160,000,000, and (iii) the Sellers transfer to the Company the maximum number of Purchased RSI Units (i.e. 12,500,000), the Company is expected to own, directly or indirectly, approximately 22% of RSI Units in RSI and will control RSI through the GP Company, which will be appointed as the general partner of RSI in accordance with the terms of the RSI A&R LPA (as defined and discussed below) and all remaining RSI Units will be owned by the Sellers. Under certain circumstances, depending on redemptions by the Company’s current stockholders, the Company may, directly or indirectly, own approximately 12% of the RSI Units following the Closing.
Pursuant to the Business Combination Agreement, the RSI Enterprise Value is subject to adjustment following the Closing in the event that the transaction expenses attributable to RSI and the Sellers, on the one hand, or the Company and the Sponsor, on the other hand, exceed the transaction expense cap with respect to the applicable party (such adjustments more fully described in the Business Combination Agreement).
Pursuant to the Business Combination Agreement, the “Contribution Amount” will be equal to the sum of (i) the cash remaining in the Company’s trust account as of immediately prior to the Closing following any redemptions of Class A Common Stock by the Company’s current stockholders and payment of the aggregate amount of transaction expenses incurred by the parties to the Business Combination Agreement as of the Closing plus (ii) the aggregate amount of proceeds received by the Company at or prior to the Closing pursuant to the Subscription Agreements (as defined below) (such amount, as adjusted, the “Available Closing Date Cash”). To the extent that Available Closing Date Cash exceeds $160,000,000, an amount of the Available Closing Date Cash (not to exceed $125,000,000) determined by calculating the sum of (i) the Available Closing Date Cash less one hundred $160,000,000 (provided that the amount of cash attributable to this clause (i) is subject to a cap of $60,000,000) plus (ii) 50% of the amount by which Available Closing Date Cash exceeds $220,000,000 (provided that the amount of cash attributable to this clause (ii) is subject to a cap of $65,000,000) (such amount, the “Purchased RSI Units Cash Consideration”) will be used to purchase from the Sellers the Purchased RSI Units and the remainder of Available Closing Date Cash will be contributed to RSI in exchange for Issued RSI Units. Additionally, in the event the Company receives additional proceeds through equity financing sources during the five day period following the Closing Date, (x) the Company will cause such amounts to be contributed to RSI (the “Post-Closing Contribution Amount”), and in exchange RSI will issue the Company or its wholly-owned subsidiary additional RSI Units, in an amount equal to the number of shares of Class A Common Stock sold by the Company to such equity financing sources, at the price at which the shares of Class A Common Stock were sold by the Company to such equity financing sources, and (y) thereafter, so long as the Sellers have not already sold to the Company 12,500,000 RSI Units, RSI will redeem a corresponding number of Retained RSI Units from the Sellers in exchange for either (A) all of the Post-Closing Contribution Amount (in the event the amount of the Available Closing Date Cash and the Post-Closing Contribution Amount, in the aggregate, exceeds $160,000,000 but is less than $220,000,000) or (B) 50% of the Post-Closing Contribution Amount (up to $65,000,000) (in the event the amount of the Available Closing Date Cash and the Post-Closing Contribution Amount, in the aggregate, exceeds $220,000,000), and the Sellers will forfeit a corresponding number of Class V Voting Stock held by the Sellers. The Purchased RSI Units Cash Consideration and the Post-Closing Contribution Amount (payable to the Sellers) will not in the aggregate exceed $125,000,000.
Beginning on the six month anniversary of the Closing, each Retained RSI Unit held by the Sellers may be exchanged, subject to certain conditions, for either one share of Class A Common Stock or, at the election of the GP Company in its capacity as the general partner of RSI, the cash equivalent of the market value of one share of Class A Common Stock, pursuant to the terms and conditions of the RSI A&R LPA (such exchange rights, as further described in the RSI A&R LPA, the “Exchange Rights”). For each Retained RSI Unit so exchanged, one share of the Class V Voting Stock will be canceled by the Company.
Upon consummation of the Transactions contemplated by the Business Combination Agreement, the Company will change its name to “Rush Street Interactive, Inc.”
Representations, Warranties and Covenants
The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. The representations and warranties made under the Business Combination Agreement will not survive the Closing, other than claims against a party that committed fraud with respect to the
making of its applicable representation and warranty. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of RSI, the Company and their respective subsidiaries during the period between execution of the Business Combination Agreement and the Closing. The covenants made under the Business Combination Agreement will not survive the Closing, unless by their terms, they are to be performed in whole or in part after the Closing. Each of the parties to the Business Combination Agreement has agreed to use its commercially reasonable efforts to cause the Business Combination to be consummated after the date of the execution of the Business Combination Agreement in the most expeditious manner practicable.
Conditions to Closing
Under the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby and certain other matters by requisite vote of the Company’s stockholders (the “Company Stockholder Approval”); (ii) if required, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the receipt of approvals or other determinations from applicable gaming regulatory authorities and the absence of a material adverse gaming regulatory event with respect to RSI and RSI’s subsidiaries; (iv) the absence of a Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement; and (v) material compliance by the parties with their respective pre-Closing and Closing obligations and the accuracy of each party’s representations and warranties in the Business Combination Agreement, in each case subject to the certain materiality standards contained in the Business Combination Agreement. In addition, the Sellers’ obligation to consummate the Business Combination is subject to the condition that the Company have at least $160,000,000 of Available Closing Date Cash (minus the amount by which the transaction expenses attributable to RSI and the Sellers for which RSI is responsible exceed the transaction expense cap related to RSI and the Sellers) at the Closing.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation, (i) upon the mutual written consent of the Company, RSI and the Sellers’ Representative, (ii) by the Company, on the one hand, or RSI or the Sellers’ Representative, on the other hand, as a result of certain breaches by the counterparties to the Business Combination Agreement that remain uncured after any applicable cure period and (iii) by the Company, RSI or the Sellers’ Representative if the Closing has not occurred by April 27, 2021, which date shall be automatically extended (A) to the earlier of a date mutually agreed by the Sellers’ Representative and the Company or the 12 month anniversary of the date of the Business Combination Agreement, (B) to 30 days after the date on which a final, non-appealable order has been entered in respect of any proceeding with respect to the Business Combination Agreement, any ancillary agreement thereto or otherwise with respect to the Business Combination, if applicable (which extension will not be later than the 12 month anniversary of the date of the Business Combination Agreement), (C) in the event the meeting of the Company’s stockholders with respect to the Company Stockholder Approval is adjourned or postponed, to a date not earlier than the prior business day and that is at least three business days following the date on which the meeting of the Company’s stockholder with respect to the Company Stockholder Approval has been held, and/or (D) in the sole discretion of RSI and the Sellers’ Representative, to the 12 month anniversary of the date of the Business Combination Agreement in the event one or more required approvals or other determinations from applicable gaming regulatory authorities has not been received; provided in each case that such termination right is not available to the applicable party if such party exercising the right is in material breach of its representations, warranties, covenants or agreements under the Business Combination Agreement.
A copy of the Business Combination Agreement will be filed by amendment on Form 8-K/A to this Current Report on Form 8-K (this “Current Report”) within four business days of the date hereof as Exhibit 2.1, and the foregoing description of the Business Combination is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations,
warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement will be filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Other Agreements
The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Tax Receivable Agreement
Simultaneously with the Closing, the Company, RSI, the Sellers and the Sellers’ Representative will enter into a tax receivable agreement (the “Tax Receivable Agreement”), which will provide for, among other things, payment by the Company to the Sellers 85% of the U.S. federal, state and local income tax savings realized by the Company as a result of the increases in tax basis and certain other tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained RSI Units for Class A Common Stock (as more fully described in the Tax Receivable Agreement).
Second Amended and Restated Certificate of Incorporation of the Company and Amended and Restated Bylaws of the Company
In connection with the Closing, the Company will amend and restate (i) subject to receipt of Company Stockholder Approval, its current Certificate of Incorporation by adopting the Second Amended and Restated Certificate of Incorporation of the Company (the “Second A&R Certificate of Incorporation”) and (ii) the current Bylaws of the Company by adopting the Amended and Restated Bylaws of Company (the “A&R Bylaws”), to establish a structure containing Class A Common Stock, which will carry such economic and voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws, and Class V Voting Stock, which will carry only such voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws (as more fully described in the Second A&R Certificate of Incorporation and A&R Bylaws).
Amended and Restated Agreement of Limited Partnership of RSI
At the Closing, the Company, the GP Company, RSI and the Sellers will enter into the Amended and Restated Agreement of Limited Partnership of RSI (the “RSI A&R LPA”), which will, among other things, permit the issuance and ownership of RSI Units as contemplated to be issued and owned upon the consummation of the Business Combination, admit the GP Company as the general partner of RSI, provide for the Exchange Rights, otherwise amend and restate the rights and preferences of the RSI Units and set forth the rights and preferences of the RSI Units, and establish the ownership of the RSI Units by the persons or entities indicated in the RSI A&R LPA, in each case, as more fully described in the RSI A&R LPA.
Founder Holders Forfeiture Agreement
At the Closing, the Founder Holders, the Company and the Sellers’ Representative will enter into the Founder Holders Forfeiture Agreement (the “Founder Holders Forfeiture Agreement”), pursuant to which, among other things, the Founder Holders will agree to forfeit for no consideration up to 1,205,937 shares of Class A Common Stock in the aggregate following the Closing and the Company will agree to forfeit a corresponding number of RSI Units held by the Company to the extent that the Aggregate Available Cash (as defined in the Business Combination Agreement) does not equal at least $245,000,000 (as more fully described in the Founder Holders Forfeiture Agreement).
Amendment to Insider Letter
In connection with the execution of the Business Combination Agreement, certain current officers and directors of the Company (including the Founder Holders), the Sponsor, the Company, RSI and the Sellers’ Representative have entered into an amendment (the “Amended Insider Letter”) to a letter agreement entered into on February 20, 2020 in connection with the Company’s initial public offering (the “Letter Agreement”), pursuant to which, among other things, (x) the Founder Holders agreed to waive any and all anti-dilution rights described in its current Certificate of Incorporation or otherwise with respect to the shares of Class A Common Stock (that formerly constituted shares of Class B Common Stock held by the Founder Holders) held by the Founder Holders that may be implicated by the Business Combination such that the Class B Common Stock Conversion will occur as discussed herein and (y) the Founder Holders appointed the Sponsor as their representative for purposes of the earnout provisions of the Business Combination Agreement and the transactions contemplated thereby (in each case as more fully described in the Amended Insider Letter).
Investor Rights Agreement
At the Closing, the Company, Sellers, the Founder Holders, certain current officers and directors of the Company, and the Sellers’ Representative will enter into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) the Company, the Founder Holders and certain current officers and directors of the Company will agree to terminate the Registration Rights Agreement, dated as of February 20, 2020, entered into by them in connection with the Company’s initial public offering, (ii) the Sellers’ Representative and the Sponsor will have the right to nominate nine and two directors, respectively, to the board of directors of the Company, subject to certain independence and holdings requirements, (iii) the Company will provide certain registration rights for the shares of Class A Common Stock held by the Sellers and the Sponsor, and (iv) the Founder Holders and the Sellers will agree not to transfer, sell, assign or otherwise dispose of the shares of Class A Common Stock and the RSI Units held by such Founder Holder or such Seller, as applicable, for 12 months and six months, respectively, following the Closing, subject to certain exceptions, in each case as more fully described in the Investor Rights Agreement.
Services Agreement
At the Closing, RSI and Rush Street Gaming, LLC, a current affiliate of RSI (“Rush Street Gaming”), will enter into a Services Agreement (the “Services Agreement”), pursuant to which, among other things, Rush Street Gaming will provide certain specified services to RSI for a period of two years following the Closing Date, subject to extension and early termination, including, without limitation, services relating to legal and compliance, human resources and information technology management (in each case as more fully described in the Services Agreement).
Employment Agreement
At the Closing, RSI will enter into an employment agreement with the current Chief Executive Officer of RSI (and equityholder of RSI) on terms reasonably mutually acceptable to RSI, the Chief Executive Officer and the Company, which employment agreement will provide for, among other things, the terms and conditions of the Chief Executive Officer’s employment by RSI following the Closing.
Subscription Agreements
In connection with the execution of the Business Combination Agreement, (i) the Company entered into a subscription agreement with certain funds and accounts managed by Fidelity Management & Research Company LLC (the “Fidelity Subscription Agreement”) and (ii) the Company, the Sellers’ Representative and certain other
subscribers entered into subscription agreements (the “Other Subscription Agreements,” together with the Fidelity Subscription Agreements, the “Subscription Agreements”), pursuant to which, such investors have subscribed to purchase an aggregate of 16,043,002 shares of Class A Common Stock (together, the “Subscriptions”) for a purchase price of $10.00 per share, for an aggregate purchase price of $160,430,020, to be issued immediately prior to the Closing. The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement.
A copy of the Amended Insider Letter and the forms of Fidelity Subscription Agreement and Other Subscription Agreement will be filed by amendment on Form 8-K/A to this Current Report within four business days of the date hereof as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and the foregoing description of the Amended Insider Letter and each of the Subscription Agreements is qualified in its entirety by reference thereto.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Company’s common stock pursuant to the Business Combination Agreement and the Subscription Agreements is incorporated by reference herein. The common stock issuable in connection with the Subscriptions and the transactions contemplated by the Business Combination will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
| Item 7.01 | Regulation FD Disclosure. |
On July 27, 2020, the Company issued a press release announcing that on July 27, 2020, it executed the Business Combination Agreement. A copy of the press release is furnished hereto as Exhibit 99.1.
Furnished as Exhibit 99.2 hereto is the investor presentation that will be used by the Company in connection with the Business Combination.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important information about RSI, the Company and the Business Combination. When available, the definitive proxy statement and other relevant materials for the Business Combination will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination. Stockholders of the Company will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: dMY Technology Group, Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, Attention: Niccolo de Masi.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Registration Statement on Form S-1, which was filed by the Company with the SEC on January 31, 2020 and is available free of
charge at the SEC’s web site at www.sec.gov, or by directing a request to dMY Technology Group, Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, Attention: Niccolo de Masi.. Additional information regarding the interests of such participants will be contained in the proxy statement for the Business Combination when available.
RSI and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the proxy statement for the proposed Business Combination when available.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s and RSI’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s and RSI’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s and RSI’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement, (2) the outcome of any legal proceedings that may be instituted against the Company and RSI following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the proposed transaction, including due to failure to obtain approval of the stockholders of the Company, certain regulatory approvals or satisfy other conditions to closing in the Business Combination Agreement; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on RSI’s business and/or the ability of the parties to complete the Business Combination; (6) the inability to obtain or maintain the listing of the shares of common stock of the post-acquisition company on the New York Stock Exchange following the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that RSI or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties indicated from time to time in the proxy statement relating to the Business Combination, including those under “Risk Factors” therein, and in the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated July 27, 2020. | |
| 99.2 | Investor Presentation. | |
SIGNATURE
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 hereunto duly authorized.
| DMY TECHNOLOGY GROUP, INC. | ||||
| By: |
/s/ Niccolo de Masi | |||
| Name: Niccolo de Masi | ||||
| Title: Chief Executive Officer | ||||
| Dated: July 27, 2020 |
||||
Exhibit 99.1
RUSH STREET INTERACTIVE AND dMY TECHNOLOGY GROUP TO COMBINE TO
CREATE A GROWING PUBLICLY TRADED ONLINE GAMING COMPANY
Preeminent online gaming company Rush Street Interactive is a market leader in the U.S. online casino segment under the BetRivers and SugarHouse brands; top sports betting offering to roll out new sportsbook app this year
Combined company anticipated to have initial enterprise value of approximately $1.78 billion, plus an estimated over $235 million in net cash to fund growth strategy
Transactions include a $160 million committed PIPE at $10.00 per share led by Fidelity Management and Research Company
RSI projects approximately $320 million in revenue for 2021 fiscal year
RSI’s majority shareholders, Neil Bluhm & Greg Carlin, will retain approximately 93% of their existing equity holdings in the combined company
Post-Closing, RSI will continue to be led by Neil Bluhm, Chairman & Co-Founder, Greg Carlin, CEO & Co-Founder, and Richard Schwartz, President & Co-Founder
CHICAGO – July 27, 2020 – Rush Street Interactive, LP (“RSI” or the “Company”), one of the fastest-growing online casino and sports wagering companies in the United States, and dMY Technology Group, Inc. (NYSE: DMYT.U, DMYT and DMYT WS) (“dMY”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive agreement pursuant to which RSI and dMY will combine. As a result of the transaction, RSI will become a publicly listed company on the New York Stock Exchange, and the combined company is anticipated to have an initial enterprise value of approximately $1.78 billion. Upon closing, dMY intends to change its name to Rush Street Interactive, Inc. and its NYSE trading symbol to “RSI.”
Rush Street Interactive Highlights
Founded in 2012 by gaming industry veterans Neil Bluhm, Greg Carlin and Richard Schwartz, RSI is a market leader in online casino and sports betting in the United States.
RSI currently operates online gaming sites in Illinois and Pennsylvania, the two largest populated U.S. states that have legalized online gaming and where a scarcity of online gaming licenses also exists, as well as in New Jersey, Indiana, and Colorado. The total estimated size of the U.S. market for online casino and online sports betting is approximately $33 billion according to Eilers & Krejcik and RSI estimates.
The Company launched its first online gaming casino site, PlaySugarHouse.com in New Jersey, in September 2016 and subsequently became the first online gaming company to launch online sports wagering in Pennsylvania, Indiana, Colorado and, most recently, Illinois. Additionally, RSI is the first U.S.-based gaming operator to launch a legal and regulated online sportsbook on a national basis in Latin America. RSI only operates in legal and regulated markets.
The Company’s proprietary, innovative iGaming platform provides a rich and differentiated user experience, and a wide range of specialized bonusing tools. RSI offers premier in-game and live event streaming and expects to launch a new iOS sportsbook app later this year.
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Management & Governance
Following the closing of the transaction, Neil Bluhm will continue to serve as Chairman of the Board of Directors, Greg Carlin will continue to serve as Chief Executive Officer, and Richard Schwartz will continue to serve as President of the combined company, supported by a deep and talented management team with substantial expertise in the online gaming industry.
The combined company’s Board of Directors will include dMY’s Chairman Harry You and CEO Niccolo de Masi. Mr. You is the former EVP of EMC and previously served as the Chief Financial Officer of Accenture and Oracle. Mr. de Masi is the current Chairman and former CEO of Glu Mobile (Nasdaq: GLUU), a leading developer and publisher of mobile games for smartphone and tablet devices.
“We started RSI in 2012 to create a fun and engaging online experience for the U.S. gaming customer and we now have a great opportunity to accelerate our growth in this dynamic market,” said Mr. Carlin. “We are looking forward to investing further in market expansion, product innovation, and growing our talented team.”
“RSI has achieved leading online casino and sportsbook market positions by focusing on what players want – a high-quality product, helpful customer service, and transparency and honesty,” Mr. Schwartz said. “This transaction will help enhance and broaden our product offerings and attract more players.”
“This transaction with dMY Technology will provide RSI access to growth capital to allow for the expansion of the business in this fast-growing market and we expect it will serve our customers and investors well,” Mr. Bluhm said.
“With their dozens of years of online casino and sports wagering experience, RSI has developed a leading customer-focused online gambling platform,” said Mr. de Masi. “Harry and I are tremendously excited about RSI’s positioning and the long-term growth opportunity they have in the expanding U.S. market.”
Key Transaction Terms
The transaction values the combined company at an anticipated initial enterprise value of approximately $1.78 billion, or 5.6x RSI’s projected 2021 revenue of $320 million.
The consideration payable to RSI shareholders will consist of a combination of cash and rollover equity in dMY. Upon the closing of the transaction, Mr. Bluhm and his affiliates will hold a controlling economic interest (through an Up-C structure described below) and a controlling voting interest in the combined company.
Cash proceeds from the transaction will consist of dMY’s $230 million of cash in trust (subject to reduction for any potential redemptions by existing stockholders of dMY) and an additional $160 million PIPE investment led by Fidelity Management and Research Company at $10.00 per share in the common stock of dMY. Any cash proceeds from the transaction remaining on the combined company’s balance sheet are expected to be used to accelerate RSI’s growth in both domestic and international markets, support marketing efforts and provide additional working capital.
Before any potential redemptions by existing stockholders of dMY, there is approximately $230 million currently held in dMY’s trust account. Upon payment of the purchase price and related transaction fees and expenses (including payments to existing RSI shareholders in connection with the redemption of their equity) and the substantially concurrent closing of the PIPE transaction, it is anticipated that the combined company will have over $235 million on its consolidated balance sheet at closing and an anticipated initial equity market capitalization of over $2.0 billion.
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Up to $125 million of cash from the $160 million PIPE will be used to redeem equity from existing RSI equityholders in accordance with the terms of the definitive agreement. The terms of the transaction require dMY to have a minimum of $160 million in cash immediately prior to closing. Such closing cash is defined in the definitive agreement as the sum of the cash available from dMY’s trust account net of any potential redemptions and net of transaction expenses, plus the committed PIPE capital.
The transaction will be structured as an Up-C where the current equityholders of RSI will retain a portion of their equity interests in RSI and will receive an equal number of non-economic voting shares in the combined company. The combined company will also enter into a customary tax receivable arrangement with the current equityholders of RSI, which will provide for the sharing of certain tax benefits as realized by the combined company.
The Boards of Directors of both dMY and RSI have each unanimously approved the transaction. The transaction will require the approval of dMY’s stockholders, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in 2020. Upon closing, dMY intends to change its name to Rush Street Interactive, Inc. and its NYSE trading symbol to “RSI.”
An investor presentation detailing the transaction will be available at www.dmytechnology.com. It will be filed with the SEC as an exhibit to a Current Report on Form 8-K, and available on the SEC website at www.sec.gov.
Advisors
Jefferies LLC and Oakvale Capital LLP are acting as co-lead capital markets and financial advisors to RSI. Kirkland & Ellis LLP is serving as legal advisor to RSI. White & Case LLP, Cleary Gottlieb Steen & Hamilton LLP, and Greenberg Traurig LLP are acting as legal advisors to dMY. Goldman Sachs & Co. is serving as financial advisor to dMY. Needham & Company and Oakvale Capital acted as placement agents for the PIPE transaction.
Goldman Sachs & Co. and UBS Investment Bank were the underwriters of the initial public offering of dMY.
About Rush Street Interactive
Founded in 2012 by gaming industry veterans Neil Bluhm, Greg Carlin and Richard Schwartz, RSI is a market leader in online casino and sports betting in the U.S. The Company launched its first online gaming casino site, PlaySugarHouse.com in New Jersey, in September 2016 and is the first online gaming company to launch online sports wagering in Pennsylvania, Indiana, Colorado and, most recently, Illinois. RSI was the first U.S.-based gaming operator to launch a legal and regulated online sportsbook on a national basis in Latin America (Rushbet.co in Colombia). For more information, visit www.rushstreetinteractive.com.
About dMY Technology Group
dMY Technology Group, Inc is a $230 million special purpose acquisition company founded by Niccolo de Masi and Harry You for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. dMY’s initial public offering was underwritten by Goldman Sachs & Co. and UBS Investment Bank, and its common stock, units and warrants began trading on the NYSE on February 21, 2020 under the ticker symbols DMYT, DMYT-UN and DMYT-WT, respectively. More information can be found at www.dmytechnology.com.
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Important Information About the Proposed Business Combination and Where to Find It
In connection with the proposed business combination, dMY intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. dMY’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about RSI, dMY and the proposed business combination. When available, the definitive proxy statement and other relevant materials for the proposed business combination will be mailed to stockholders of dMY as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: dMY Technology Group, Inc., Attention: Niccolo de Masi, Chief Executive Officer, niccolo@dmytechnology.com.
Participants in the Solicitation
dMY and its directors and executive officers may be deemed participants in the solicitation of proxies from dMY’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in dMY will be filed in the proxy statement for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed business combination when available.
RSI and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of dMY in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement for the proposed business combination.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. dMY’s and RSI’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, dMY’s and RSI’s expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination and the timing of the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside dMY’s and RSI’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive business combination agreement (the “Agreement”); (2) the outcome of any legal proceedings that may be instituted against dMY and RSI following the announcement of the Agreement and the transactions contemplated therein; (3) the inability
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to complete the proposed business combination, including due to failure to obtain approval of the stockholders of dMY, certain regulatory approvals or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on RSI’s business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of dMY’s shares of common stock on the New York Stock Exchange following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of RSI to grow and manage growth profitably and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) the possibility that RSI or dMY may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties indicated from time to time in the proxy statement relating to the proposed business combination, including those under “Risk Factors” therein, and in dMY’s other filings with the SEC. dMY cautions that the foregoing list of factors is not exclusive. dMY cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. dMY does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Contacts
For RSI:
Media:
Jonathan Gasthalter / Carissa Felger / Nathaniel Garnick
(312) 319-9233 / (212) 257-4170
rsi@gasthalter.com
or
Lisa Johnson
(609) 788-8548
lisa@lisajohnsoncommunications.com
or
Dennis Culloton
(312) 228-4780
dc@cullotonbauerluce.com
Investors
rsi@gasthalter.com
For dMY:
Niccolo de Masi
(310) 600-6667
niccolo@dmytechnology.com
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Exhibit 99.2
Disclaimer This investor presentation (the “presentation”) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debtor other financial instruments of dMY Technology Group, Inc. (“dMY”) or Rush Street Interactive, LP (“RSI”) or any of their respective affiliates. The presentation has been prepared to assist parties in making their own evaluation with respect to the proposed transactions (the “Business Combination”) contemplated by the Business Combination Agreement, by and among dMY, RSI and the other parties thereto (the “Business Combination Agreement”) and for no other purpose. It is not intended to form the basis of any investment decision or any other decisions with respect of the Business Combination. No Representation or Warranty No representation or warranty, express or implied, is or will be given by dMY or RSI or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of the Business Combination, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. This presentation does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to dMY, and does not constitute investment, tax or legal advice. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. dMY and RSI disclaim any duty to update the information contained in this presentation. This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM© or ® symbols, but dMY and RSI will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Forward-looking statements This presentation contains “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination, the level of redemption by dMY’s public stockholders and purchase price adjustments in connection with the Business Combination, the timing of the completion of the Business Combination, the anticipated pro forma enterprise value and projected revenue of the combined company following the Business Combination, anticipated ownership percentages of the combined company's stockholders following the potential transaction, and the business strategy, plans and objectives of management for future operations, including as they relate to the potential Business Combination. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this presentation, words such as “pro forma,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “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. When dMY discusses its strategies or plans, including as they relate to the Business Combination, it is making projections, forecasts and forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, dMY’s management. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of dMY’s and RSI's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) dMY’s ability to complete the Business Combination or, if dMY does not complete the Business Combination, any other initial business combination; (2) satisfaction or waiver (if applicable) of the conditions to the Business Combination, including with respect to the approval of the stockholders of dMY; (3) the ability to maintain the listing of the combined company's securities on the New York Stock Exchange or another exchange; (4) the risk that the Business Combination disrupts current plans and operations of dMY or RSI as a result of the announcement and consummation of the transaction described herein; (5) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) costs related to the Business Combination; (7) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the Business Combination, including but not limited to, applicable gaming laws and regulations; (8) the possibility that RSI and dMY may be adversely affected by other economic, business, and/or competitive factors, such as the COVID-19 pandemic; (9) the outcome of any legal proceedings that may be instituted against dMY, RSI or any of their respective directors or officers following the announcement of the Business Combination; (10) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and (11) other risks and uncertainties indicated from time to time in the preliminary proxy statement of dMY related to the Business Combination, including those under “Risk Factors” therein, and other documents filed or to be filed with the Securities and Exchange Commission (“SEC”) by dMY. You are cautioned not to place undue reliance upon any forward-looking statements. Forward-looking statements included in this presentation speak only as of the date of this presentation. Neither dMY nor RSI undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date hereof. Additional risks and uncertainties are identified and discussed in dMY’s reports filed with the SEC.
Disclaimer (cont’d) No Offer or Solicitation This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Use of Projections This presentation contains financial forecasts. Neither dMY’s nor RSI's independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them has expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of dMY’s or RSI's control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of dMY, RSI or the combined company after the Business Combination or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data In this presentation, dMY and RSI rely on and refer to information and statistics regarding market participants in the sectors in which RSI competes and other industry data. dMY and RSI obtained this information and statistics from third-party sources, including reports by market research firms and company filings. Being in receipt of the presentation you agree you may be restricted from dealing in (or encouraging others to deal in) price sensitive securities. Financial Information The financial information contained in this presentation has been taken from or prepared based on the historical financial statements of RSI for the periods presented. An audit of these financial statements is in process and will be incorporated in the proxy statement relating to the Business Combination. Non-GAAP Financial Matters This presentation includes certain non-GAAP financial measures, including EBITDA and EBITDA Margin. These financial measures are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and may be different from non-GAAP financial measures used by other companies. dMY and RSI believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. See the footnotes on the slides where these measures are discussed and “Reconciliation of Non-GAAP Measures” on slide 36 of the Appendix for a description of these non-GAAP financial measures and reconciliations of such non-GAAP financial measures to the most comparable GAAP amounts. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Additional Information dMY intends to file with the SEC a preliminary proxy statement in connection with the Business Combination and, when available, will mail a definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement will contain important information about the Business Combination and the other matters to be voted upon at a meeting of stockholders to be held to approve the Business Combination and other matters (the “Special Meeting”) and is not intended to provide the basis for any investment decision or any other decision In respect of such matters. dMY’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with dMY’s solicitation of proxies for the Special Meeting because the proxy statement will contain important information about the Business Combination. When available, the definitive proxy statement will be mailed to dMY stockholders as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the Special Meeting. dMY’s stockholders will also be able to obtain copies of the proxy statement, without charge once available, at the SEC's website at www.sec.gov or by directing a request to dMY’s secretary at 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144. Participants in the Solicitation dMY and its directors and officers may be deemed participants in the solicitation of proxies of dMY stockholders in connection with the Business Combination. dMY’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of dMY in the Registration Statement on Form S-1, which was filed by dMY with the SEC on January 31, 2020 and is available at the SEC’s website at www.sec.gov or by directing a request to dMY’s secretary at the address above. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to dMY stockholders in connection with the Business Combination and other matters to be voted upon at the Special Meeting will be set forth in the proxy statement for the Business Combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination will be included in the proxy statement that the dMY intends to file with the SEC.
1. See footnote 1 on pg. 12 2. Subject to redemption 3. Includes $150m value in RSI earnout shares but does not include $57.5m value in Sponsor promote shares; 4. Sponsor may forfeit up to 1,205,937 Sponsor promote shares if aggregate available cash raised through the fifth day after closing is less than $245m, decreasing in a linear fashion down to $160m (i.e. all shares at risk will be forfeited if aggregate available cash is $160m and zero shares will be forfeited if aggregate available cash is $245m) 5. RSI earnout of 15.0m shares and Sponsor earnout of 1,212,813 shares can be earned upon achievement of certain triggering events which are based upon a combination of 2021 Revenue targets and PubCo VWAP targets 6. Balance as of 3/31/2020 7. Assumes no redemptions of DMYT public shares Transaction Structure Transaction Overview RSI is a leading online gaming company with number one market share in online casino in the United States1 as well as a top online sports betting offering dMY Technology Group, Inc. (DMYT) is a publicly traded special purpose acquisition company with $230 million in cash held in trust6 DMYT will combine with RSI in an Up-C structure DMYT has obtained commitments for a $160 million PIPE at $10.00 per share of common stock to facilitate the combination with RSI Sources and Uses ($m)7 Pro Forma Ownership7 Sources Uses SPAC Cash in Trust2 $2306 Cash to Balance Sheet $235 PIPE Investment $160 Cash to RSI Shareholders $125 RSI Rollover Equity $1,625 RSI Rollover Equity $1,6255 Sponsor Shares $58 Sponsor Shares $584,5 Transaction Costs $30 $2,073 $2,073
RSI Management Team NEIL BLUHM Chairman & Co-Founder Co-founder of Rush Street Gaming and RSI Prominent long track record of developing world-class real estate and casinos Co-founded Walton Street Capital and JMB Realty, two real estate firms Co-Chairman of successful REIT listed on NYSE (Urban Shopping Centers, Inc.) Previous Experience greg carlin CEO & Co-Founder Co-founder of Rush Street Gaming and RSI 20+ years of casino development and operating experience American Gaming Association (AGA) Board and executive committee member Former investment banker at Lazard Freres and Bankers Trust Richard Schwartz President & Co-Founder A leader and innovator in the gaming industry for over 15 years Started the interactive business for WMS Industries (now Scientific Games) focusing on casino gaming Previously, an executive at Telecom Italia Lab US Former IP Attorney in Silicon Valley Mattias Stetz COO Extensive experience in marketing, sports betting operations, and media content creation for the sports betting vertical Former executive at Kindred Group, including Chief Commercial Officer Shaped Kindred Group’s long-term strategy and oversaw day-to-day Sports Marketing and Operations Einar Roosileht CIO Oversees RSI’s Product, Engineering, and IT / Communications teams and RSI's European teams Former Head Architect at Playtech Estonia, with a particular focus on developing scalable systems Co-founder of Oryx Gaming, an iGaming platform provider
1. See footnote 1 on pg. 12 RSI Investment Highlights #1 in US online casino market (May 2020)1 Accelerated growth profile and what we believe to be a pandemic-resistant business model Proven ability to enter large and rapidly expanding markets Proprietary tech platform allows development velocity and iteration Capital efficient business model: B2C, B2B2C and F2P model C-Suite team has 100+ collective years experience in the online and offline gaming industry Strong growth catalysts: geographic expansion, product diversification, leading KPIs, digital user acquisition and tuck in acquisitions Management believe that RSI possesses sustainable competitive advantages 1 2 3 4 5 6 7 8
Rush Street Interactive: Company Snapshot Founded in 2012 Launched first online casino in NJ in Sep. 2016 Currently operating in NJ, PA, IN, IL, NY, CO and Colombia Developed a proprietary technology stack offering online casino and sports betting Current team of ~165 employees with a highly experienced management team History and Operations RSI’s Diverse Brands NJ, PA (Sports & Casino) Colombia (Sports & Casino) PA (Sports and Casino) NY, IN, IL, CO (Sports)
Note: RSI Management estimates, Includes B2B2C retail royalty income 1. ‘Other’ includes net revenue from Casino 4 Fun and all of RSI’s other current and, for 2020 and 2021, anticipated future territories 2. RSI Internal Non-GAAP EBITDA calculated as net income plus depreciation and amortization. See “Reconciliation of Non-GAAP Measures” on slide 36 of the Appendix 2018A – 2021E Financial Performance $226m $320m EBITDA2 Consolidated Revenue & EBITDA, 2018A – 2021E ($7.9m) ($9.4m) $9m $4m 1
Source: 1. GNOG June 2020 Investor Presentation 2. RSI Management estimates 3. As per CapitalIQ and Bloomberg July 17, 2020 4. Cash Flow refers to 2022E EBITDA 5. Does not include $57.5m of sponsor shares 6. As at close July 17, 2020 7. Represents Landcadia II Holdings stock plus attached warrant 8. IBES Estimates 9. Refers to the date that each SPAC began trading (DraftKings: 24 April 2020, GAN: 4 May 2020, Golden Nugget: 6 June 2020 10. DraftKings Jan. 2020 Investor Presentation 11. CapitalIQ as at 26 July 2020 Comparable Company Benchmarking TEV / 2021E Revenue 17.5x3,8 14.6x3 8.9x1 5.4x2 2021E Revenue ($m) $7148 $491 $1221 $3202 ’19A-’24E Revenue CAGR 35%10,11 17%1 36%1 65%2 Cash Flow4 Negative Positive Positive Positive Total Enterprise Value ($m) $12,4763 $7153 $1,0823,7 $1,7255 Stock Price Return Since Launch9 254%6 88%6 51%6,7 NA DraftKings GAN Golden Nugget Online Gaming
1. Only considers online operations and includes states where contracts have been agreed or are currently being negotiated 2. Business to Government Business Model B2C B2B2C Operating Model Provide sports betting and online casino using proprietary platform RSI has control over customer retention, marketing and bonusing Pay a % NGR fee to the license holder in exchange for market access (typically a land-based casino) All B2C operations are under RSI brands RSI expects to be a B2C operator in new markets going forward RSI typically does not pay upfront operator license fees or bear any marketing expenses – working capital efficient Provide an omni-channel platform for land-based casinos Receive a royalty based off NGR RSI typically uses a co-brand to leverage land-based brand’s local awareness and trust and RSI brand’s reputation for quality RSI’s proven B2B capabilities are expected to enable it to compete for B2G2 deals (online lottery RFPs) as well as obtain access to certain markets where B2C may not be desirable or viable States / Countries1 NJ IN MI PA IL NY IA CO
#1 in US Online Casino Market (May 2020)
Sources: Eilers and Krejcik, PGCB, NJ DGE, RSI Mgmt. estimates 1. Market share calculated using publicly available sources; nationwide market excludes Delaware. FanDuel/Betfair excludes Pokerstars due to merger with The Stars Group; NJ DGE does not break down GGR per skin, NJ % shares are based on May-20 Eilers and Krejcik % estimates of skin revenue contributions by operator. PA % share are based on PGCB data a. Live in New Jersey and Pennsylvania b. Live in New Jersey only 2. Actuals through July 4, 2020. 3. Based on Eilers & Krejcik and RSI internal estimates, assuming all states have regulated and reached a steady-state size The #1 Online Casino Company in the US b a a b a 10.3% 15.7% 10.0% 7.4% 4.6% US Online Casino Market Share and Gross Revenue, May 20201 RSI US Online Casino YTD GGR: >$100m2 $23.0m $21.5m $14.1m $13.7m $10.2m $6.3m Gross Revenue, May 20201 US Market Share, May 20201 FanDuel/Betfair BetMGM/Borgata DraftKings Golden Nugget Online Gaming Caesars Entertainment US Online Casino Market is projected to be $20bn, assuming all US states authorize online casino3 By comparison – US Online Sports Betting Market is projected to be $13bn, assuming all US states authorize online sports betting3
Clear US iGaming Leader US Online Casino Market Share1 16.7% 10.0% 7.4% Brand Focus #1 in casino plus strong sports offering1 Sports focused with cross-sell to casino Casino focused Combined Population of Live Online Gaming Markets US: 47m people Global: 96m people2 US: 47m people US: 9m people International Online Gaming Owns Casino Tech Platform Social Gaming Monthly ARPU3 >$6004,8 $415 $6246 Player LTV7 >$5,0004 N/A $5,0006 Demographic Appeal 1. See previous slide 2. Includes Colombia 3. ARPU equivalent to DraftKings ARPMUP metric (revenue for a reporting period, divided by the average number of unique payers for the same period) – Includes both online sports betting and online casino 4. RSI Management estimates, L3M through end June 2020 5. DraftKings Q1 2020 Report 6. GNOG June 2020 Investor Presentation 7. 36 month NJ player LTV 8. RSI ARPU = RSI Monthly GGR / RSI Monthly Active Users ü û ü û ü û û ü DraftKings Golden Nugget Online Gaming ü
Large & Rapidly Expanding Addressable Market
Source: Eilers & Krejcik, RSI Internal Estimates 1. Excludes markets run by lotteries or monopoly markets or where remote sign-ups are not permitted 2. Represents sum of estimated market sizes in box above 3. Total estimated US market size (online sportsbetting and online casino) based on Eilers & Krejcik and RSI internal estimates assuming all states authorize as of June 2020 Large US Online Opportunity for RSI Today NJ IN PA IL NY CO Market Access Agreements in Process Future Opportunity VA IA MI ~$5.0bn ~$4.5bn ~$33bn Combined Market Size2 Combined Market Size2 Estimated US Market Size3 RSI operates in 97% of target US markets, by population, where online sports and/or online casino is legal1 RSI is one of a limited number of operators that has market access to NY, PA and IL
Source: Eilers & Krejcik, RSI Management estimates Note: MS = Market Share; Market share data based on GGR and as of May 2020 unless stated 1. Pre-Covid, Jan-20 A First Mover in Key US & LATAM Gaming Markets IL 1st to launch a retail sportsbook #1 Retail Sportsbook (40% MS)1 Ready to launch online as soon as regulated IL 1st to launch an online sportsbook CO 1st to launch an online sportsbook IN 1st to launch an online sportsbook PA 1st to launch online sportsbook #1 Retail Sportsbook (39% MS)1 #1 Online Casino (31% MS) #1 Online Slots (39% MS) #2 Online Sportsbook (14% MS) RSI First to Launch Online Gaming RSI First to Launch Retail Sports Betting NY 1st to launch a retail sportsbook Well Positioned in LATAM Leading Operator in Colombia
Proprietary Tech Platform
Proprietary iGaming Platform Provides flexibility, rapid feature creation / integration Offers marketing and promotional tools Feature rich User Experience 3rd Party iGaming Platform Online Front End Business Intelligence Marketing Customer Service Casino Social Sports Casino and Sportsbook Content RSI
Leading Sportsbook Product Proprietary jackpot parlay feature Recently upgraded our sports betting UI / UX New iOS app (expected 2H 2020) Premier in-game offering and live event streaming
Source: RSI Management estimates Note: FTD = First Time Depositor 1. L6M Average 2. Eilers & Krejcik 3. Refers to states that are soon to legalize online sports betting and / or online casino Strategic Social Casino Offering Social Casino Registrations Live States Soon-To-Be-Regulated States3 Build up state database RMG FTDs at low CPAs Profitable Players RMG FTDs at low CPAs Faster ramp-up Social Casino Revenue, Jan-18 to Jun-20 10.1x Same platform as real money gaming (RMG) platform offering an authentic online casino experience Social casino players are converted to RMG at very low CPAs Consistent revenue growth with ARPDAU of $1.021 Large potential opportunity to attain a larger share of the $6bn2 social casino market Convert to RMG Convert to RMG once state regulates
Efficient Business Model
Source: RSI Management estimates Online Casino has more Well-Rounded Demographics and Stronger Economics than Sports Betting… Better Monetization Average Time Spent Demographics Online Sports Betting Online Casino Sports Betting Casino RSI ARPU, Q1 2020 RSI monthly minutes per active user, Q1 2020 RSI gender split, Q1 2020 RSI avg. age per active, Q1 2020 The average online casino customer generate 3x more revenue than the average online sports bettor per month. Online casino customers are split equally between male and female but are typically older than online sports bettors On the other hand, online sports betting is almost entirely dominated by male customers Casino Sports Betting Online casino customers spend 1.7x more time active each month compared to online sports bettors
Source: RSI Management estimates, all cohorts (a cohort represents all players that signed up in a particular month) since Jan-17 Note: LTV = Lifetime Value (Cohort total cumulative GGR); CAC = Customer Acquisition Cost 1. Cumulative GGR over period / advertising spend 2. GNOG June 2020 Investor Presentation Strong Return on Marketing Spend RSI New Jersey LTV / CAC1, by period On average, all RSI cohorts since Jan-17 have paid back in their 5th month RSI Year 1 LTV/CAC of 2.7x is 23% higher than Golden Nugget Year 1 return on ad spend2 More recent cohorts have been paying back in under 3 months
Financial Highlights
Source: RSI Management estimates 1. Record for RSI Recent Performance Online casino has excelled during the first 2 quarters and is expected to continue being a strong performer for the remainder of 2020 Despite focusing on top-line growth, RSI has been profitable YTD RSI Consolidated Handle & GGR, Q3 2019 – Q2 2020 RSI has generated record levels of handle and GGR during the first 2 quarters of 20201 Quarterly Growth Rate Quarterly Growth Rate
1. Based on Eilers & Krejcik assuming all states have online casino / sports betting and internal RSI forecasts 2. RSI Internal Forecast % market share in all legalized US states 3. RSI Internal Forecast % of US states with legalized Online Casino and Online Sports Betting Potential US Online Sports Betting and Online Casino Revenue Opportunity US Online Sports Betting $13bn 60% 6% – 10% $500 – $800m US Online Casino $20bn 40% 12% - 18% $1,000 - $1,500m $1.5 – $2.3bn US Market Size at full penetration1 Potential % Penetration2 RSI Expected Market Share3 Potential Online GGR Opportunity for RSI
Source: RSI Management estimates 1. Assumes a steady state weighted average EBITDA margin range of 24.5% – 27.5% based on the ratio of B2C & B2B2C revenue Long Term Financial Objectives RSI Consolidated Long Term Financial Targets 1 Applying a fully stabilized EBITDA margin to long-term targets represents an attractive return profile Steady State EBITDA1
Going Public Expected to Provide Capital That Can Accelerate RSI’s Growth Plan RSI Key Growth Drivers Supported by Transaction Proceeds Launch New Markets (Domestic and International) Product Development Tuck In Acquisitions Scaling Operations and Marketing Budget
dMY Overview
dMY Management Team Harry You dMY Chairman Director of Broadcom Former President, CFO and Co-Founder of GTY, largest tech SPAC at time of IPO Former EVP, Office of Chairman of EMC Former CEO of Bearing Point Former CFO of Oracle and Accenture Niccolo De Masi dMY CEO Mobile pioneer – Software & Hardware Chairman & Former CEO of Glu Mobile Former CEO of Monstermob Former CEO of Hands-On Mobile Former President of Essential Former Director of Resideo Former Director of Xura Experience Expertise Free-to-Play & Digital Gaming Acceleration Distribution & Advertising Retention Conversion UA Social features Native app gameplay Scaling digital engine Bolt-on acquisitions 21 tribal relationships from GTY $600bn of M&A transaction experience Executive Board Member Experience Public Markets Experience 2x $100bn+ market cap. public company CFO experience $100bn+ market cap. public company Audit Chair experience Amazon Google Apple Snap T-Mobile AT&T Verizon Facebook Walmart
Complementary Expertise Will Provide Accelerated Growth & Greater Opportunity for RSI Focus Area Timeline Expertise Unified internal tech platform delivering faster iteration cycles at lower cost Now Market access advantages over competitors Now Secure & compliant tech stack – vetted domestically & internationally Now Social casino best practices provides RSI with top of funnel advantage Now Deep understanding of social mechanics (retention and monetization) Future Opportunity Deep understanding of cohort monetization & marketing with a potential AI opportunity Future Opportunity Scaled digital gaming expertise to deliver millions of active users across the US and internationally Future Opportunity Increase highly profitable and efficient marketing spend to acquire new players and increase market share Future Opportunity Public company operating systems and requirements Future Opportunity Inorganic expansion as a proven operating model in the public markets Future Opportunity
Appendix
Accelerated Growth Profile and a Pandemic-Resistant Business Model RSI Consolidated Online Revenue, Jan-19 to Jun-201 1.86x RSI Global Online Casino & Sports Revenue, 2020 YTD1 COVID-19 COVID-19 Source: RSI Management estimates 1. Excludes retail sports revenue
1. The financial statements presented herein have not been audited and are derived from RSI internal records maintained primarily on a cash basis for tax reporting. The financials statements presented herein have not been audited and the financial statements once audited may have certain adjustments to the information presented herein 2. The categories and classifications presented herein have been determined solely by RSI and have not been audited. Such categories and classifications may be differently reflected in any audited financial statements 3. The information presented herein is subject to and qualified by the provisions set forth in the “Disclaimer” section of the investor presentation Financial Statements – Balance Sheet Rush Street Interactive, LP Unaudited Balance Sheet Tax Basis ($’000s) Consolidated As at 12/31/2019 Consolidated As at 3/31/2020 Assets Current Assets Cash $ 6,206 $ 5,078 Restricted Cash 4,233 3,810 Accounts Receivable 4,428 6,415 Other Current Assets 7,288 7,367 Total Current Assets $ 22,155 $ 22,670 Long-Term Assets License, net $ 2,174 $ 2,310 Equipment, net 582 1,029 Total long-term assets $ 2,756 $ 3,339 Total Assets $ 24,911 $ 26,009 Liabilities Current Liabilities Accounts Payable $ 3,875 $ 941 Accrued Expenses 6,769 9,357 Accrued Player Liability 3,606 2,728 Other Current Liabilities 3,331 2,437 Total Current Liabilities $ 17,581 $ 15,463 Intercompany liabilities Due to affiliates $ 2,980 $ 4,084 Total intercompany liabilities $ 2,980 $ 4,084 TOTAL LIABILITIES $ 20,561 $ 19,547 TOTAL MEMBERS’ EQUITY / (DEFICIT) $ 4,350 $ 6,462 TOTAL LIABILITIES AND MEMBERS’ EQUITY $ 24,911 $ 26,009
Financial Statements – Income Statement 1. The financial statements presented herein have not been audited and are derived from RSI internal records maintained primarily on a cash basis for tax reporting. The financials statements presented herein have not been audited and the financial statements once audited may have certain adjustments to the information presented herein 2. The categories and classifications presented herein have been determined solely by RSI and have not been audited. Such categories and classifications may be differently reflected in any audited financial statements 3. The information presented herein is subject to and qualified by the provisions set forth in the “Disclaimer” section of the investor presentation Rush Street Interactive, LP Unaudited Income Statement Tax Basis ($’000s) Actual 12 Months Ended December 2019 Actual 3 Months Ended March 2020 Revenue Online Wagering $ 60,941 $ 35,813 Retail Commissions 946 205 Other 1,367 485 Total Revenue $ 63,254 $ 36,503 Operating Expenses Operating Costs & Expenses Costs of online wagering $ 29,434 $ 22,344 Advertising and promotions 30,005 8,415 General administration and other 13,253 3,596 Total Operating Expenses $ 72,692 $ 34,355 EBITDA $ (9,438) $2,148 Depreciation and amortization 1,060 229 Net Income $ (10,498) $ 1,919
Note: The financial statements presented herein have not been audited and are derived from RSI internal records maintained primarily on a cash basis for tax reporting. The financials statements presented herein have not been audited and the financial statements once audited may have certain adjustments to the information presented herein. The information presented herein is subject to and qualified by the provisions set forth in the “Disclaimer” section of the investor presentation Reconciliation of Non-GAAP Measures Rush Street Interactive, LP ($’000s) Actual 12 Months Ended December 2018 Actual 12 Months Ended December 2019 Actual 3 Months Ended March 2020 EBITDA Reconciliation Net Income $ (8,565) $ (10,498) $ 1,919 (+) Depreciation & Amortization $ 637 $ 1,060 $ 229 EBITDA (Unaudited) $ (7,928) $ (9,438) $ 2,148
Glossary of Terms Term Definition Handle Gross dollar value of cash bets made on the platform GGR Gross Gaming Revenue; Gross dollar value of cash bets less payouts NGR Net gaming revenue; GGR less promotional bets less gaming taxes and duties ARPU Average revenue per user; Monthly GGR / Monthly Active Players ARPDAU Average revenue per daily active user; Social casino daily gross revenue / Daily actives FTD First Time Depositor LTV Lifetime value; Total GGR generated over a player’s lifetime CAC Customer acquisition cost; Monthly marketing spend / Monthly FTDs