8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENTREPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 22, 2021

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 950

Chicago, Illinois 60611

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (312) 915-2815

Not Applicable

(Formername 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	Trading Symbol(s)	Name of each exchange on whichregistered
Class A common stock, par value $0.0001 per share	RSI	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	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 7.01	REGULATION FD DISCLOSURE.

On February 22, 2021, Rush Street Interactive, Inc., a Delaware corporation (the “Company”), issued a press release announcing the redemption of all of its outstanding warrants, other than the Private Placement Warrants and the Working Capital Warrants (as defined in the Warrant Agreement), to purchase shares of the Company’s Class A common stock that were issued under the Warrant Agreement, dated as of February 20, 2020 (the “Warrant Agreement”), by and among the Company (as successor to dMY Technology Group, Inc.) and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

A copy of the Notice of Redemption delivered by the Company is filed as Exhibit 99.2 hereto and is incorporated herein by reference. None of this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 nor the Notice of Redemption attached hereto as Exhibit 99.2 constitutes an offer to sell or the solicitation of an offer to buy any Company securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of 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.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.	Description
99.1	Press Release, dated February 22, 2021
99.2	Notice of Redemption, dated February 22, 2021

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/ Kyle Sauers
	Name: Kyle Sauers
	Title: Chief Financial Officer

Dated: February 22, 2021

EX-99.1

Exhibit 99.1

RUSH STREET INTERACTIVE ANNOUNCES REDEMPTION OF PUBLIC WARRANTS

CHICAGO – February 22, 2021 – Rush Street Interactive, Inc. (NYSE: RSI) (“RSI”), one of the fastest-growing online casino and sports betting gaming companies in the United States, today announced that it will redeem all of its outstanding publicly held warrants (the “Public Warrants”). Holders of the Public Warrants have until 5:00 p.m. Eastern Standard Time (EST) on March 24, 2021 to exercise their Public Warrants to purchase shares of Class A common stock underlying such warrants, at an exercise price of $11.50 per share.

The Public Warrants are exercisable for an aggregate of approximately 11.5 million shares of Class A common stock, which reflects the total number of outstanding Public Warrants as of February 19, 2021, at a price of $11.50 per warrant, representing approximately $132.25 million in total potential cash proceeds to RSI (assuming all the Public Warrants are exercised).

Any such Public Warrants that remain unexercised following 5:00 p.m. New York City time on March 24, 2021 will be void and no longer exercisable, and the holders of those public warrants will be entitled to receive only the redemption price of $0.01 per warrant.

Public Warrant Details

The Public Warrants to purchase shares of RSI’s Class A common stock were issued under the Warrant Agreement, dated as of February 20, 2020 (the “Warrant Agreement”), by and among RSI (as successor to dMY Technology Group, Inc.) and Continental Stock Transfer & Trust Company (“CST”), as warrant agent and transfer agent. Warrants that were issued under the Warrant Agreement in one or more private placements and held by the founders of dMY Technology Group, Inc. are not subject to this redemption.

Under the terms of the Warrant Agreement, RSI is entitled to redeem all of such outstanding public warrants if the reported closing price of RSI’s Class A common stock is at least $18.00 per share on each of twenty trading days within a thirty-trading day period ending on the third business day prior to the date on which RSI gives notice of redemption.

CST, in its capacity as warrant agent, has delivered a notice of redemption to the registered holders of such outstanding public warrants on behalf of RSI.

Additional Information

At the direction of RSI, CST, in its capacity as warrant agent, has mailed a notice of redemption to each of the registered holders of the outstanding Public Warrants. Holders of Public Warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their Public Warrants because the process to exercise the Public Warrants is voluntary.

None of RSI, its Board of Directors or employees has made or is making any representation or recommendation to any holder of the Public Warrants as to whether to exercise or refrain from exercising any Public Warrants.

The shares of Class A common stock underlying such public warrants have been registered by RSI under the Securities Act of 1933, as amended, and are covered by a registration statement filed on Form S-1 with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-252810).

Questions concerning redemption and exercise of such public warrants can be directed to Continental Stock Transfer & Trust Company, 1 State Street, 30^th^ floor, New York, New York 10004, Attention: Compliance Department, telephone number (212) 509-4000 and compliance@continentalstock.com.

For a copy of the notice of redemption sent to the holders of such public warrants, please visit our investor relations website at https://rushstreetinteractive.com/investors/.

No Offer of Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any RSI securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About RSI

Founded in 2012 by gaming industry veterans, RSI is a market leader in online casino and sports betting in the U.S., currently operating real-money gaming in nine U.S. states. RSI launched its first online gaming site in New Jersey in September 2016, and through its BetRivers.com and PlaySugarHouse.com sites, RSI was the first to launch regulated online gaming in Colorado, Illinois, Indiana and Pennsylvania. 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.

Contact Information

Media Inquiries:

Lisa Johnson

(609) 788-8548

lisa@lisajohnsoncommunications.com

or

Jonathan Gasthalter / Carissa Felger / Nathaniel Garnick

(312) 319-9233 / (212) 257-4170

rsi@gasthalter.com

Investor Inquiries:

ir@rushstreetinteractive.com

EX-99.2

Exhibit 99.2

BY FIRST CLASS MAIL

February 22, 2021

NOTICE OF REDEMPTION

TO THE HOLDERS OF RUSH STREET INTERACTIVE, INC.

PUBLIC WARRANTS (CUSIP No. 782011118)*

NOTICE IS HEREBY GIVEN, as of February 22, 2021, that Rush Street Interactive, Inc., a Delaware corporation (the “Company”), has elected to redeem, at 5:00 p.m. New York City time on March 24, 2021 (the “Redemption Date”), all of the Company’s outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), that were issued under the Warrant Agreement, dated as of February 20, 2020 (the “Warrant Agreement”), by and between the Company (as successor to dMY Technology Group, Inc.) and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent (the “Warrant Agent”), as part of the units sold in dMY Technology Group, Inc.’s initial public offering, at a redemption price of $0.01 per Public Warrant (the “Redemption Price”). Any Public Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Public Warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.” Private Placement Warrants and Working Capital Warrants (as such terms are defined in the Warrant Agreement) still held by the founders of dMY Technology Group, Inc. or their Permitted Transferees (as such term is defined in the Warrant Agreement), are not subject to this redemption.

The Public Warrants are listed on The New York Stock Exchange under the symbol “RSI WS” and the Common Stock is listed on The New York Stock Exchange under the symbol “RSI.” On February 19, 2021, the most recent practicable date prior to the mailing of this Notice of Redemption, the closing price of the Public Warrants was $8.08 and the closing price of the Common Stock was $19.75.

TERMS OF REDEMPTION; CESSATION OF RIGHTS

The rights of the Public Warrant holders to exercise their Public Warrants will terminate immediately prior to 5:00 p.m. New York City timeon the Redemption Date. At 5:00 p.m. New York City time on the Redemption Date and thereafter, holders of unexercised Public Warrants will have no rights with respect to those warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.” We encourage you to consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Public Warrants. Notethat the act of exercising is VOLUNTARY , meaning holders must instruct their broker to submit the Public Warrants for exercise.

The Company is exercising this right to redeem the Public Warrants pursuant to Section 6 of the Warrant Agreement. Pursuant to Section 6.1 of the Warrant Agreement, the Company has the right to redeem all of the outstanding Public Warrants if the reported closing price of the Common Stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-day trading period ending on the third business day prior to the date on which a notice of redemption is given. The reported closing price of the Common Stock has been at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on February 17, 2021 (which is the third business day prior to the date of this redemption notice).

EXERCISE PROCEDURE

Public Warrant holders have until 5:00 p.m. New York City time on the Redemption Date to exercise their Public Warrants to purchase CommonStock. Warrants may only be exercised for cash. Each Public Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per Public Warrant exercised (the “Exercise Price”), payable in cash.

Payment of the Exercise Price may be made by wire transfer of immediately available funds. Wire instructions will be provided to the Depository Trust Company and will otherwise be provided upon request.

Those who hold their Warrants in “street name” shouldimmediately contact their broker to determine their broker’s procedure for exercising their Warrants since the process to exercise is VOLUNTARY.

Persons who are holders of record of their Warrants may exercise their Warrants by sending:

1.	The Warrant Certificate;
2.	A fully and properly completed “Election to Purchase” (a form of which is attached hereto as Annex<br>A), duly executed and indicating, among of things, the number of Public Warrants being exercised; and
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3.	The exercise funds via wire transfer (to be provided upon written request sent via e-mail to compliance@continentalstock.com),
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to:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

Telephone: (212) 509-4000

E-mail: compliance@continentalstock.com

The method of delivery of the Public Warrants is at the option and risk of the holder, but if mail is used, registered mail properly insured is suggested.

The Warrant Certificate, the fully and properly completed Election to Purchase and the exercise funds must be received by Continental Stock Transfer & Trust Company prior to 5:00 p.m. New York City time on the Redemption Date. Subject to the following paragraph, any failure to deliver a fully and properly completed Election to Purchase together with the related Warrant Certificate and exercise funds before such time will result in such holder’s Public Warrants being redeemed at the Redemption Price of $0.01 per Public Warrant and not exercised.

For holders of Public Warrants who hold their warrants in “street name,” provided that the Exercise Price for the warrants being exercised and a Notice of Guaranteed Delivery are received by the Warrant Agent prior to 5:00 p.m. New York City time on the Redemption Date, broker-dealers shall have two business days from the Redemption Date, or 5:00 p.m. New York City time on March 26, 2021, to deliver the Public Warrants to the Warrant Agent. Any such Public Warrant received without the Election to Purchase or the Notice of Guaranteed Delivery having been duly executed and fully and properly completed or the exercise funds being submitted will be deemed to have been delivered for redemption at the Redemption Price of $0.01 per Public Warrant, and not for exercise.

REDEMPTION PROCEDURE

Payment of the Redemption Price will be made by the Company upon presentation and surrender of a Public Warrant for payment after 5:00 p.m. New York City time on the Redemption Date. Those who hold their shares in “street name” should contact their broker to determine their broker’s procedure for redeeming their Public Warrants.

Under United States federal income tax laws, the Warrant Agent may be required to withhold a percentage of the payment of the Redemption Price unless such holder has furnished a valid taxpayer identification number and certification that the number supplied is correct or has otherwise established that such holder is not subject to backup withholding. Holders of Public Warrants who wish to avoid the application of these provisions should submit either a completed IRS Form W-9 (use only if the holder is a U.S. person, including a resident alien), or the appropriate IRS Form W-8 (use only if the holder is neither a U.S. person or a resident alien), when providing the Warrant Exercise Form, if the holder has not already provided such documentation to the Warrant Agent. See: IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities; Publication 515, IRS Form W-9; and IRS Form W-8 forms and corresponding instructions are available through the IRS website at www.irs.gov. Holders should consult their tax advisors.

If after the date hereof, and subject to the provisions of the Warrant Agreement, the number of outstanding shares of Common Stock is increased by a stock split, or dividend payable in shares or other similar event, then, on the record date of such stock split, dividend payable in shares or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. If after the date hereof, and subject to the provisions of the Warrant Agreement, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse share split or reclassification of Common Stock or other similar event, then, on the record date of such consolidation, combination, reverse share split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of

each Warrant shall be decreased in proportion to such decrease in the outstanding shares of Common Stock. The Exercise Price, subject to the terms of the Warrant Agreement, will also be similarly equitably adjusted for the above forgoing events.

* The CUSIP number appearing herein has been included solely for the convenience of the holders of the Public Warrants. Neither the Company nor the Warrant Agent shall be responsible for the selection or use of any such CUSIP number, nor is any representation made as to its correctness on the Public Warrants or as indicated herein.

Questions regarding redemption of the Public Warrants or the procedures therefor should be directed Continental Stock Transfer & Trust Company, our Warrant Agent, at (212) 509-4000.

ANNEX A

Election to Purchase

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive          shares of Class A Common Stock and herewith tenders payment for such shares of Class A Common Stock to the order of Rush Street Interactive, Inc. (the “Company”) in the amount of $             in accordance with the terms hereof. The undersigned requests that such shares of Class A Common Stock be registered in the name of                     , whose address is. If said number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of , whose address is .

[SignaturePage Follows]

Date:             , 20
	Signature
	(Address)
	(Tax Identification Number)
Signature Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).