8-K

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): December 29, 2020

RUSH STREET INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39232	84-3626708
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

900 N. Michigan Avenue, Suite 1600

Chicago, Illinois 60611

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (312) 915-2882

dMY Technology Group, Inc.

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(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<br>CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Class A common stock, $0.0001 par value per share	RSI	The New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock	RSI 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 5.07	Submission of Matters to a Vote of Security Holders.

On December 29, 2020, dMY Technology Group, Inc., a Delaware corporation (“dMY” or “the Company”), held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, a total of 21,892,553 (76.15%) of dMY’s issued and outstanding shares of common stock held of record as of November 30, 2020, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. dMY’s stockholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.

1.	The Business Combination Proposal. To approve and adopt the Business Combination Agreement, dated as of<br>July 27, 2020 (as amended and restated and further amended, the “Business Combination Agreement”), by and among the Company, Rush Street Interactive, LP, a Delaware limited partnership (“RSI”), the sellers set forth on the<br>signature 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<br>company, in its capacity as the Sellers’ Representative, and to approve the other transactions contemplated by the Business Combination Agreement (the “Business Combination”):
Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
21,886,498	6,038	17	N/A
2.	The Charter Proposal. To approve, assuming the Business Combination Proposal is approved and adopted,<br>the second amended and restated certificate of incorporation of the Company (the “Proposed Charter”), which, if approved, would take effect upon the closing of the Business Combination (the “Closing”):
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
21,879,154	13,038	361	N/A

The Advisory Charter Proposals. To approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with United States Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as ten sub-proposals:

3.	Advisory Charter Proposal A – A proposal to increase the total number of authorized shares and<br>classes of stock to 951,000,000 shares consisting of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 750,000,000 shares of Class A Common Stock, and (iii) 200,000,000 shares of Class V Voting Stock:<br>
Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
15,346,902	6,536,572	9,079	N/A
4.	Advisory Charter Proposal B – A proposal to (i) make any amendment to Article V (Bylaws),<br>Article VI (Board of Directors), Article VII (Consent of the Stockholders in Lieu of Meeting), Article VIII (Limited Liability; Indemnification), Article IX (DGCL Section 203), Article XII (Forum), and Article XIII (Amendments) of the Proposed<br>Charter require the affirmative vote of the holders of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class,<br>and (ii) make any amendment to Article X (Competition and Corporate Opportunities) require the affirmative vote of the holders of at least 80% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote<br>generally in the election of directors, voting together as a single class:
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
14,140,284	7,728,119	24,150	N/A
5.	Advisory Charter Proposal C – A proposal to (i) absolve any Seller, the Sponsor, members of<br>the board of directors who are not employees of the Company (“Non-Employee Directors”) or any of their Affiliates or Affiliated Entities (each as defined in the Proposed Charter) (collectively, the<br>“Identified Persons”) from the duty to refrain from directly or indirectly (1) engaging in and possessing interests in other business ventures of every type and description, including those engaged in the same or similar business<br>activities or lines of business in which the Company or any of its subsidiaries now engages or proposes to engage or (2) competing with the Company or any of its subsidiaries, on its own account, or in partnership with, or as an employee,<br>officer, director or shareholder of any other person, (ii) provide that no Identified Person shall be liable to the Company or its stockholders or to any affiliate of the Company for breach of any fiduciary duty solely by reason of the fact<br>that such Identified Person engages in any such activities, and (iii) provide that the Company renounces any such business opportunity which may be a corporate opportunity for an Identified Person other than any corporate opportunity offered to<br>any Non-Employee Director if such opportunity is expressly offered to such person solely and expressly in his or her capacity as a director or officer of the Company, such opportunity is one the Company is<br>legally permitted to undertake and would otherwise be reasonable for the Company to pursue:
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
17,932,786	3,896,565	63,202	N/A
6.	Advisory Charter Proposal D – A proposal to require that any equity interests owned or controlled<br>by any Unsuitable Person (as defined in the Proposed Charter) or an affiliate thereof be subject to mandatory sale and transfer, subject to the terms and conditions set forth therein, in such number and class(es)/series of equity interests as<br>determined by the board of directors in good faith (following consultation with reputable outside and independent gaming regulatory counsel) pursuant to a resolution adopted by a majority of the directors of the board:
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
21,877,039	6,513	9,001	N/A
7.	Advisory Charter Proposal E – A proposal to elect not to be governed by Section 203 of the<br>DGCL:
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
21,744,621	27,723	120,209	N/A
8.	Advisory Charter Proposal F – A proposal to require that the proposed bylaws of the Company may<br>only be amended, altered, changed, added to or repealed by (x) the board of directors or (y)(i) the affirmative vote of the holders of at least a majority of the total voting power of the Company’s capital stock at any time when the<br>Sellers or their permitted transferees beneficially own, in the aggregate, 40% or more of the voting power of the Company’s capital stock entitled to vote generally in the election of directors, voting as a single class and (ii) the<br>affirmative vote of the holders of at least 66 2/3% of the total voting power of the Company’s capital stock at any time when the Sellers or their permitted transferees beneficially own, in the aggregate, less than 40% of the voting power of<br>the Company’s capital stock entitled to vote generally in the election of directors, voting as a single class:
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
14,147,695	7,723,238	21,620	N/A
9.	Advisory Charter Proposal G – A proposal to provide that any director may be removed from the board<br>of directors upon a good faith finding by the board of directors that such director is an Unsuitable Person (as defined in the Proposed Charter):
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
21,883,473	6,236	2,844	N/A
10.	Advisory Charter Proposal H – A proposal that any action required or permitted to be taken by the<br>Company’s stockholders at any annual or special meeting of the stockholders of the Company may be taken by written consent (without a meeting) at any time that the Sellers and their permitted transferees beneficially own, in the aggregate, 40%<br>or more of the voting power of the Company’s outstanding capital stock entitled to vote generally in the election of directors if a consent in writing, setting forth the action to be taken, is signed by the holders of outstanding stock having<br>no less than minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted:
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
14,020,806	7,744,898	126,849	N/A
11.	Advisory Charter Proposal I – A proposal to provide that if the Delaware Court of Chancery lacks<br>subject matter jurisdiction over a claim brought against or on behalf of the Company or any of its directors, officers, employees or stockholders, then the sole and exclusive forum for such action shall be another state or federal court located<br>within the state of Delaware, unless the Court of Chancery (or such other state or federal court located within the state of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court<br>lacked personal jurisdiction over an indispensable party named as a defendant therein, and to provide further that any cause of action arising under the Securities Act of 1933, as amended, that is asserted against the Company shall be brought in the<br>federal district courts of the United States unless the Company consents in writing to an alternate forum, and to provide further that failure to enforce the forum selection clause of the Proposed Charter would cause the Company irreparable harm and<br>entitle the Company to equitable relief to enforce the forum selection clause:
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
20,612,597	1,250,024	29,932	N/A
12.	Advisory Charter Proposal J – A proposal to provide for certain additional changes, including,<br>among other things, (i) changing the post-business combination company’s corporate name from “dMY Technology Group, Inc.” to “Rush Street Interactive, Inc.”, (ii) making the Company’s corporate existence perpetual<br>and (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which our board of directors believes are necessary to adequately address the<br>needs of the post-business combination Company:
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
21,885,934	4,937	1,682	N/A
13.	The NYSE Proposal – A proposal to approve, assuming the Business Combination Proposal and the<br>Charter Amendment Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of more than 20% of our issued and outstanding common stock<br>(i) pursuant to the terms of the Business Combination Agreement, (ii) upon the exchange of the Retained RSI Units (as defined in the Business Combination Agreement) pursuant to the Amended and Restated Limited Partnership Agreement of RSI<br>and (iii) the issuance of Class A Common Stock in connection with the subscription agreements entered into in connection with the Business Combination that, in each case, that may result in any Seller or other investor acquiring shares<br>pursuant to such subscription agreements owning more than 20% of our outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under NYSE rules:
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
21,884,158	5,147	3,248	N/A
14.	The Incentive Plan Proposal – To **** approve and adopt, assuming the Business Combination<br>Proposal, the Charter Amendment Proposal and the NYSE Proposal are approved and adopted, the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan:
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Votes For	Votes Against	Abstentions	BrokerNon-Votes
---	---	---	---
21,848,601	18,328	25,624	N/A
15.	The Director Election Proposal – To elect nine directors, effective upon the Closing, to serve<br>staggered terms on our board of directors until the 2021, 2022 and 2023 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death,<br>resignation, retirement or removal:
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Judith Gold

Votes For	Withhold	BrokerNon-Votes
21,877,515	15,038	N/A

Paul Wierbicki

Votes For	Withhold	BrokerNon-Votes
21,775,777	116,776	N/A

Harry You

Votes For	Withhold	BrokerNon-Votes
18,503,815	3,388,738	N/A

Leslie Bluhm

Votes For	Withhold	BrokerNon-Votes
21,714,193	178,360	N/A

James Gordon

Votes For	Withhold	BrokerNon-Votes
21,875,778	16,775	N/A

Sheli Rosenberg

Votes For	Withhold	BrokerNon-Votes
18,486,041	3,406,512	N/A

Neil Bluhm

Votes For	Withhold	BrokerNon-Votes
18,383,915	3,508,638	N/A

Greg Carlin

Votes For	Withhold	BrokerNon-Votes
17,425,670	4,466,883	N/A

Niccolo de Masi

Votes For	Withhold	BrokerNon-Votes
18,391,915	3,500,638	N/A
Item 7.01	Regulation FD Disclosure.
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On December 29, 2020, Rush Street Interactive, Inc. issued a press release announcing that dMY and RSI closed their previously announced business combination. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

The information in this Item 7.01 and Exhibit 99.1 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br><br>No.	Description
99.1	Press Release, dated December 29, 2020.

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.

RUSH STREET INTERACTIVE, INC.
By:	/s/ Greg Carlin
	Name: Greg Carlin
	Title: Chief Executive Officer

Dated: December 29, 2020

EX-99.1

Exhibit 99.1

Rush Street Interactive Closes Business Combination with dMY Technology Group, Inc.

– Common Stock and Warrants to Change Tickers and Trade on the NYSE under the new Ticker Symbols “RSI” and “RSIWS”, respectively, Commencing on Wednesday, December 30, 2020 –

Chicago, Illinois – December 29, 2020 – Rush Street Interactive, LP (“RSI”), one of the fastest-growing online casino and sports betting gaming companies in the United States, today announced that it has completed its previously announced business combination (the “Business Combination”) with dMY Technology Group, Inc. (“dMY”). The Business Combination was approved at a special meeting of dMY’s stockholders held today.

Upon completion of the Business Combination, the combined company was renamed Rush Street Interactive, Inc. (the “Combined Company”). Beginning on Wednesday, December 30, 2020, the dMY tickers will change and the Class A common stock and warrants of the Combined Company will commence trading on the New York Stock Exchange (the “NYSE”) under the new ticker symbols “RSI” and “RSI WS,” respectively.

The Business Combination creates a leading online gaming company with U.S. market share in online casino that is currently among the highest in the industry and a top online sports betting offering. RSI provides customers an array of offerings, including real-money online casino wagering, online and retail sports wagering, and social gaming. RSI currently operates in six states – New Jersey, Colorado, Pennsylvania, Indiana, Illinois, Iowa – as well as Colombia, and it has secured market access in three additional states, including New York, with plans to target other jurisdictions. RSI is growing quickly and has experienced a revenue increase of nearly five times from the first nine months of 2019 to the first nine months of 2020.

“Today marks a momentous milestone for RSI as we enter the public markets with a tremendous opportunity ahead of us,” said Greg Carlin, Chief Executive Officer of RSI. “With online casino and online sports betting still in the early stages in the United States, we believe there is significant growth potential for our business in both existing and new markets. Eilers & Krejcik estimates the total U.S. online casino market to be approximately $20 billion at maturity, and projects $15 billion for online sports betting. Our steadfast focus on customer experience and broad demographic reach, combined with our proprietary technology platform, provide us with what we believe are material advantages to further our leadership position as online gaming continues to mature.”

“In a finite competitive landscape with high barriers to entry and strong secular growth trends, we were impressed with what RSI has been building since 2012 and are excited to partner with Greg Carlin, Richard Schwartz and their talented team as they continue to expand their market-leading platform,” said Niccolo de Masi, Chief Executive Officer of dMY Technology Group. “Through RSI’s differentiated offerings and loyal user base driven by strong player trust and engagement, we believe RSI is ideally positioned to capitalize on the rapid growth in online casino and online sports betting. RSI is firmly committed to operational excellence, and we believe it has the best product, the best tech platform and the best customer service in the market.”

Cash proceeds from the transaction consisted of dMY’s approximately $230 million of cash in trust and approximately $160 million from a PIPE investment led by Fidelity Management and Research Company at $10.00 per share in the Class A common stock of dMY. After the payment of amounts to redeem equity from existing RSI equity holders in accordance with the terms of the Business Combination Agreement previously entered into amongst the parties, and the payment of transaction fees and expenses, the Combined Company had over $240 million of cash on its consolidated balance sheet as of the closing. The funds are expected to be used to accelerate the Combined Company’s growth in both domestic and international markets, support marketing efforts and provide additional working capital.

As previously announced, Neil Bluhm, Greg Carlin, Richard Schwartz, Einar Roosileht, and Mattias Stetz will continue in their roles as Chairman of the Board of Directors, Chief Executive Officer and Director, President, Chief Information Officer, and Chief Operating Officer, respectively, of the Combined Company, supported by a deep and talented management team with substantial expertise in the online gaming industry. In addition to Neil Bluhm and Greg Carlin, the Combined Company’s Board of Directors include dMY’s Chairman, Harry You, and CEO, Niccolo de Masi, as well as Paul Wierbicki, Leslie Bluhm, James Gordon, Judith Gold, and Sheli Rosenberg.

Jefferies LLC and Oakvale Capital LLP acted as co-lead capital markets and financial advisors to RSI. Kirkland & Ellis LLP served as legal advisor to RSI. White & Case LLP, Cleary Gottlieb Steen & Hamilton LLP, and Greenberg Traurig LLP acted as legal advisors to dMY. Goldman Sachs & Co. LLC served as financial advisor to dMY. Needham & Company and Oakvale Capital acted as placement agents for the PIPE transaction.

About RSI

Founded in 2012 by gaming industry veterans, RSI is a market leader in online casino and sports betting in the U.S. RSI launched its first online gaming casino site, PlaySugarHouse.com, in New Jersey in September 2016 and was the first gaming company to launch a regulated online gaming site in Pennsylvania. With its BetRivers.com sites, RSI was also the first to launch regulated online gaming in Indiana, Colorado and, most recently, Illinois. RSI was named the 2020 Global Gaming Awards Digital Operator of the Year, and the 2020 EGR North America Awards Casino Operator of the Year and Customer Service Operator of the Year. RSI has been an early mover in Latin America and was the first U.S.-based gaming operator to launch a legal and regulated online casino and sportsbook, RushBet.co, in the country of Colombia. For more information, visit www.rushstreetinteractive.com.

About dMY

dMY Technology Group, Inc. was a special purpose acquisition company founded for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

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. The Combined Company’s actual results and plans may differ materially 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,” “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 trading of shares and warrants of the Combined Company on the NYSE and the Combined Company’s growth potential. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those disclosed in the forward-looking statements. Most of these factors are outside the Combined 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 outcome of any legal proceedings that may be instituted against Combined Company following the closing of the Business Combination and the transactions resulting therefrom; (2) the impact of COVID-19 on RSI’s business; (3) the inability to obtain or maintain the listing of the shares and warrants of the Combined Company on the NYSE; (4) the risk that the Business Combination disrupts current plans and operations as a result of the consummation of the Business Combination; (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 and retain its key employees; (6) costs related to the Business Combination; (7) changes in applicable laws or regulations, particularly with respect to gaming; (8) the possibility that the Combined Company may be adversely affected by other economic, business, and/or competitive factors; and (9) other risks and uncertainties indicated in the definitive proxy statement relating to the Business Combination, including those under “Risk Factors” therein, and in RSI’s and dMY’s other filings with the SEC. The Combined Company caution that the foregoing list of factors is not exclusive. The Combined Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Combined 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.

Contacts

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

Investors:

rsi@icrinc.com

For dMY Technology:

Niccolo de Masi

(310) 600-6667

niccolo@dmytechnology.com