SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment 2)
Under the Securities Exchange Act of 1934
Rush Street Interactive, Inc.
_____________________________________________________
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
_____________________________________________________
(Title of Class of Securities)
782011100
_____________________________________________________
(CUSIP Number)
December 31, 2023
___________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| Page 1 of 6 |
CUSIP NO.: 782011100
(1) NAME OF REPORTING PERSON: HG Vora Capital Management, LLC
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ☐ |
| (b) ☐ |
| (3) | SEC USE ONLY |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (5) | SOLE VOTING POWER: 0 |
| (6) | SHARED VOTING POWER: 7,000,000 |
| (7) | SOLE DISPOSITIVE POWER: 0 |
| (8) | SHARED DISPOSITIVE POWER: 7,000,000 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7,000,000 |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 9.8% |
| (12) | TYPE OF REPORTING PERSON: IA, OO (Delaware Limited Liability Company) |
| Page 2 of 6 |
(1) NAME OF REPORTING PERSON: Parag Vora
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ☐ |
| (b) ☐ |
| (3) | SEC USE ONLY |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION: United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (5) | SOLE VOTING POWER: 0 |
| (6) | SHARED VOTING POWER: 7,000,000 |
| (7) | SOLE DISPOSITIVE POWER: 0 |
| (8) | SHARED DISPOSITIVE POWER: 7,000,000 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7,000,000 |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 9.8% |
| (12) | TYPE OF REPORTING PERSON: IN |
| Page 3 of 6 |
| Item 1. | (a) Name of Issuer |
Rush Street Interactive, Inc.
(b) Address of principal executive offices
900 N. Michigan Avenue, Suite 950
Chicago, Illinois 60611
| Item 2. | (a) Name of Person Filing |
This statement is filed by HG Vora Capital Management, LLC, a Delaware limited liability company (the “Investment Manager”), and Parag Vora, the Manager of the Investment Manager (the “Principal). The foregoing persons hereinafter sometimes are referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b) Address of principal executive offices
The business office address of the Reporting Persons is 330 Madison Avenue, 21st Floor, New York, NY 10017.
(c) Citizenship
The Investment Manager is a Delaware limited liability company. The Principal is a United States citizen.
(d) Title of Class of Securities
Class A Common Stock, $0.0001 par value per share (the “Common Stock”).
(e) CUSIP Number
782011100
| Item 3. | Not applicable. |
| Item 4. | Ownership. |
A. HG Vora Capital Management, LLC
(a) Amount beneficially owned:
As of December 31, 2023, may be deemed to beneficially own: 7,000,000 shares of Common Stock.
(b) Percent of class:
9.8%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 7,000,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 7,000,000
| Page 4 of 6 |
B. Parag Vora
(a) Amount beneficially owned:
As of December 31, 2023, may be deemed to beneficially own: 7,000,000 shares of Common Stock.
(b) Percent of class:
9.8%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 7,000,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 7,000,000
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Page 5 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2024
| HG VORA CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Parag Vora | |
| Name: Parag Vora | ||
| Title: Manager | ||
| By: | /s/ Parag Vora | |
| Name: Parag Vora | ||
Page 6 of 6
EXHIBIT 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
February 14, 2024
| HG VORA CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Parag Vora | ||
| Name: | Parag Vora | ||
| Title: | Manager | ||
| /s/ Parag Vora | ||
| Parag Vora |