RUSH STREET INTERACTIVE, INC. Item 1.01. Entry into Material Definitive Agreement.
RSI A&R LPA
At the Closing, the Company, the Special Limited Partner,
Management
RSI GP, as the general partner of RSI following the Closing, has the sole authority to manage the business and affairs of RSI in accordance with the RSI A&R LPA or applicable law, including laws relating to gaming. The business, property and affairs of RSI will be managed solely by the general partner, and the general partner cannot be removed or replaced except with the consent of a majority in interests of the partners of RSI and the Company. The rights of the general partner's board of managers are governed by the general partner's limited liability company agreement (described below), which may be amended or modified from time to time by the Company.
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Tax Distributions
The RSI A&R LPA provides quarterly tax distributions payable in accordance with
the RSI A&R LPA to the holders of RSI Units on a pro rata basis based upon an
agreed-upon formula related to the taxable income of RSI allocable to holders of
RSI Units. Generally, these tax distributions will be computed based on RSI's
estimate of the taxable income of RSI allocable to each holder of RSI Units
(based on certain assumptions) multiplied by an assumed tax rate equal to the
highest effective marginal combined
Transfer Restrictions
The RSI A&R LPA contains restrictions on transfers of units and requires the prior consent of the general partner for such transfers, except, in each case, for certain transfers to permitted transferees under certain conditions and exchanges of RSI Units for shares of Class A Common Stock after the six-month anniversary of the Closing.
Exchange of RSI Units for Class A Common Stock
The Sellers are, from and after the six-month anniversary of the Closing up to four times per calendar year, able to exchange all or any portion of their RSI Units, together with the cancelation of an equal number of shares of Class V Voting Stock, for a number of shares of Class A Common Stock equal to the number of exchanged RSI Units by delivering a written notice to RSI, with a copy to the Special Limited Partner; provided that no holder of RSI Units may exchange less than 1,000 RSI Units in any single exchange unless exchanging all of the RSI Units held by such holder at such time, subject in each case to the limitations and requirements set forth in the RSI A&R LPA regarding such exchanges. Notwithstanding the foregoing, the Special Limited Partner may, at its sole . . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.
On the trading day following the Closing, dMY's units ceased trading, and the
Company's Class A Common Stock and warrants to purchase Class A Common Stock of
the Company began trading on the
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as dMY was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company, as the successor issuer to dMY, is providing the information below that would be included in a Form 10 if the Company were to file a Form 10. Please note that the information provided below relates to the Company as the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the Company's business. Specifically, forward-looking statements may include statements relating to:
• the benefits of the Business Combination;
• the future performance of, and anticipated financial impact on, the
Company following the Business Combination;
• expansion plans and opportunities; and
• other statements preceded by, followed by or that include the words
"may," "can," "should," "will," "estimate," "plan," "project,"
"forecast," "intend," "expect," "anticipate," "believe," "seek," "target"
or similar expressions.
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These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K and the Company management's current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date. The Company does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, the . . .
Item 3.02. Unregistered Sales of
Class V Voting Stock
Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
Upon the Closing, the Company issued 160,000,000 shares of Class V Voting Stock (including 15,000,000 shares of Class V Voting Stock that are Earnout Interests) to the Sellers in connection with the Closing of the Business Combination. The issuance was made to the Sellers, each of whom is an accredited investor, in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure in the Proxy Statement in the section titled "The Business Combination Proposal," which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.
As of
(i) exclude warrants that remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the Closing),
(ii) include 1,212,813 shares of Class A Common Stock held by the Founder Holders and 15,000,000 shares of Class A Common Stock held by the Sellers which are Earnout Interests and therefore subject to transfer and voting restrictions and potential forfeiture pending the achievement (if any) of earnout targets as set forth in the Business Combination Agreement and which, if such shares become earned, will be entitled to one vote per share,
(iii) assume that the 1,205,937 Founder Holders Forfeiture Shares will not be forfeited by the Founder Holders in accordance with the terms of the Founder Holders Forfeiture Agreement, or
(iv) the issuance of any shares upon completion of the Business Combination under the Plan.
As a result of the Business Combination, based on such assumptions and after
giving effect to the terms of such arrangements, (a) pre-Business Combination
the public stockholders of dMY hold approximately 11.2% of the voting power of
the
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Election of Directors and Appointment of Officers
The following persons are serving as executive officers and directors following the Closing. For information concerning the executive officers and directors, see the disclosure in the Proxy Statement in the sections titled "Other Information Related to dMY - Directors and Executive Officers," "Management of the Company Following the Business Combination," and "Certain Relationships and Related Party Transactions", which are incorporated herein by reference.
Name Age Position
Greg Carlin Chief Executive Officer; Director; Compensation
54 Committee
Kyle Sauers 49 Chief Financial Officer
Einar Roosileht 38 Chief Information Officer
Richard Schwartz 46 President
Mattias Stetz 41 Chief Operating Officer
Leslie Bluhm 56 Director
Neil Bluhm Chairman; Director; Chair, Compensation Committee;
Chair, Nominating and Corporate Governance
82 Committee
Niccolo de Masi Director; Audit Committee; Compensation Committee;
40 Nominating and Corporate Governance Committee
Judith Gold 56 Director
James Gordon 71 Director; Audit Committee
Sheli Rosenberg 78 Director; Compensation Committee
Paul Wierbicki Director; Nominating and Corporate Governance
40 Committee
Harry You 61 Director; Chair, Audit Committee
Effective upon the Closing,
2020 Omnibus Equity Incentive Plan
At the Special Meeting, dMY stockholders considered and approved the Plan and
reserved 13,400,000 shares of Class A Common Stock for issuance thereunder. The
Plan was approved by the board of directors of dMY on
A more complete summary of the terms of the Plan is set forth in the Proxy Statement in the section titled "The Incentive Plan Proposal." That summary and the foregoing description are qualified in their entirety by reference to the text of the Plan, which is filed as Exhibit 10.8 hereto and incorporated herein by reference.
Compensatory Plans, Contracts or Arrangements
The information set forth under "Item 1.01 Entry into a Material Definitive Agreement-Employment Arrangements" of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
The compensatory plans, contracts and arrangements to which the Company's named executive officers participate or may participate are set forth in the Proxy Statement in the section titled "Executive Compensation-RSI," which is incorporated herein by reference.
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In connection with the Business Combination, the Company also intends to adopt a new board of directors compensation program, which is set forth in the Proxy Statement in the section titled "Executive Compensation-RSI-New Director Compensation Program."
Item 5.05. Amendment to the Registrant's Code of Ethics, or Waiver of a Provision
of the Code of Ethics.
In connection with the Closing of the Business Combination, on
The foregoing description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, which is included as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, dMY ceased being a shell company. Reference is made to the disclosure in the Proxy Statement in the section titled "The Business Combination Proposal," which is incorporated herein by reference. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.06.
Item 8.01. Other Events
As a result of the Business Combination and by operation of Rule 12g-3(a)
promulgated under the Exchange Act, the Company is a successor issuer to dMY.
Item 9.01. Financial Statement and Exhibits.
(a) Financial statements of businesses acquired.
The consolidated financial statements of RSI as of and for the nine months ended
(b) Pro forma financial information.
Certain unaudited pro forma information of the Company is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
(c) Shell company transactions.
Reference is made to Items 9.01(a) and (b) and the exhibit referred to therein, which are incorporated herein by reference.
(d) Exhibits.
Exhibit No. Description
2.1o Amended and Restated Business Combination Agreement, dated as of
October 9, 2020 , by and among dMY, RSI, Sellers, Sponsor and Sellers'
Representative (incorporated by reference to Exhibit 2.1 of dMY Current
Report on Form 8-K filed with the SEC on October 13, 2020 ).
2.2 Amendment to Amended and Restated Business Combination Agreement,
dated as of December 4, 2020 , by and among dMY, RSI, Sellers, Sponsor
and Sellers' Representative (incorporated by reference to Annex A-2 to
dMY's Preliminary Proxy Statement filed with the SEC on December 4,
2020 ).
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3.1* Amended and Restated Certificate of Incorporation of the Company. 3.2* Amended and Restated Bylaws of the Company. 3.3* Amended and Restated Certificate of Incorporation ofRSI ASLP, Inc. 3.4* Bylaws ofRSI ASLP, Inc. 4.1 Specimen Warrant Certificate of dMY (incorporated by reference to Exhibit 4.3 of dMY's Form S-1 (File No. 333-236208), filed with the Commission onFebruary 13, 2020 ). 4.2 Warrant Agreement, datedFebruary 20, 2020 , betweenContinental Stock Transfer &Trust Company and dMY (incorporated by reference to Exhibit 4.1 of dMY's Form 8-K (File No. 001-39232), filed with the Commission onFebruary 25, 2020 ). 10.1* Amended and Restated Limited Partnership Agreement of RSI, dated as ofDecember 29, 2020 , by and among dMY, Special Limited Partner,RSI GP , RSI and Sellers. 10.2* Amended and Restated Limited Liability Company Agreement of RSI GP, dated as ofDecember 29, 2020 , by and between dMY and RSI GP. 10.3* Founder Holder Forfeiture Agreement, dated as ofDecember 29, 2020 , by and among the Founder Holders, dMY and Seller's Representative. 10.4* Tax Receivable Agreement, dated as ofDecember 29, 2020 , by and among dMY, the Special Limited Partner, RSI, the Sellers, and the Sellers' Representative. 10.5* Investor Rights Agreement, dated as ofDecember 29, 2020 , by and among dMY, Sellers, the Founder Holders, and the Sellers' Representative. 10.6* Services Agreement, dated as ofDecember 29, 2020 , by and between RSI and RSG. 10.7* Employment Agreement, dated as ofDecember 27, 2020 , by and between the Company andGregory A. Carlin . 10.8+*Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan. 14.1*Rush Street Interactive, Inc. Code of Business Conduct and Ethics. 21.1* List of Subsidiaries of the Company. 99.1* Unaudited pro forma condensed combined financial information of the Company as ofSeptember 30, 2020 . o Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to theSEC upon its request. * Filed herewith
+ Indicates a management or compensatory plan.
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