Rush Street SPAC Presentation Deck
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.
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