10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_______to_______

Commission file number: 001-39232

Rush Street Interactive, Inc.

(Exact name of registrant as specified in its charter)

Delaware	84-3626708
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

900 N. Michigan Avenue, Suite 950 Chicago, Illinois 60611	(773) 893-5855
(Address of principal executive offices, including zip code)	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	RSI	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨
Emerging growth company	x

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 3, 2023, there were 67,334,424 shares outstanding of the registrant’s Class A common stock, $0.0001 par value per share, and 154,455,584 shares outstanding of the registrant’s Class V common stock, $0.0001 per value per share.

TABLE OF CONTENTS

Rush Street Interactive, Inc.

		Page
Cautionary Note Regarding Forward-Looking Statements		i
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	30
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 6.	Exhibits	32

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements depend upon events, risks and uncertainties that may be outside of our control. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Any statements contained herein that are not statements of historical fact may be forward-looking statements.

Our projections, including for revenues, market share, expenses and profitability, are subject to significant risks, assumptions, estimates and uncertainties. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may differ materially from those projected.

Factors that could cause or contribute to such differences include, but are not limited to, the following:

•competition in the online casino, online sports betting and retail sports betting (i.e., such as within a bricks-and-mortar casino) industries is intense and, as a result, we may fail to attract and/or retain customers, which may negatively impact our operations, growth prospects and financial condition;

•economic downturns, such as recessions, inflation, and political and market conditions beyond our control, including a reduction in consumer discretionary spending and sports leagues shortening, delaying or cancelling parts of their seasons or certain events due to COVID-19, could adversely affect our business, financial condition, results of operations and prospects;

•our growth prospects may suffer if we are unable to develop or maintain competitive offerings, if we fail to pursue additional offerings, if we lose any of our executives or other key employees or if we are unable to scale and support our information technology and other systems and platforms to meet the Company’s needs;

•our business is subject to a variety of U.S. and foreign laws (including the laws of Colombia, Canada and Mexico, where we have business operations), many of which are unsettled and still developing, and our growth prospects depend on the legal status of real-money gaming in various jurisdictions;

•failure to comply with regulatory requirements or, as necessary or appropriate, successfully obtain a license or permit applied for could adversely impact our ability to comply with licensing and regulatory requirements or to obtain or maintain licenses in other jurisdictions, or could cause financial institutions, online platforms, vendors and distributors to stop providing services to us;

•we rely on information technology and other systems and platforms (including reliance on third-party providers to validate the identity and location of our customers and to process customer deposits and withdrawals), and any breach or disruption of such systems or platforms could compromise our networks and the information stored there could be accessed, disclosed, lost, corrupted or stolen;

•we have a history of losses and may continue to incur losses in the future;

•certain of our officers and directors may allocate their time to other businesses and potentially have conflicts of interest with our business;

•we license certain trademarks and domain names from Rush Street Gaming, LLC (“RSG”) and its affiliates, and RSG’s and its affiliates’ use of such trademarks and domain names, or failure to protect or enforce our intellectual property rights, could harm our business, financial condition, results of operations and prospects;

•we currently, and will likely continue to, rely on licenses and service agreements to use the intellectual property rights and technology of related or third parties that are incorporated into or used in our products and services; and

•other factors described in our Annual Report on Form 10-K for our most recently completed fiscal year, including the “Business”, “Risk Factors,” “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections, as

i

well as described in our other filings with the SEC, such as this Report, our other Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

Due to the uncertain nature of these factors, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any of these statements to reflect events or circumstances occurring after the date of this Report, unless required by law. New factors may emerge, and it is not possible to predict all factors that may affect our business and prospects.

Limitations of Key Metrics and Other Data

Our key metrics, which include monthly active users (“MAUs”) and average revenue per MAU (“ARPMAU”), are calculated using internal company data based on the activity of user accounts. While this data is based on what we believe to be reasonable estimates of our user base and activity levels for the applicable period of measurement, there are inherent challenges in measuring usage of our offerings across large online and mobile populations based in numerous jurisdictions. We continuously seek to improve our estimates of our user base and user activity, and such estimates may change due to improvements or changes in our methodology.

We regularly evaluate these metrics to estimate the number of “duplicate” accounts among our MAUs and remove the effects of such duplicate accounts on our key metrics. A duplicate account is one that a user maintains in addition to his or her principal account. Generally, duplicate accounts arise as a result of users signing up to use more than one of our brands (i.e., BetRivers, PlaySugarHouse and RushBet) or to use our offerings in more than one jurisdiction, for instance when a user lives in New Jersey but works in New York. The estimates of duplicate accounts are based on an internal review of a limited sample of accounts, and we apply significant judgment in making this determination. For example, to identify duplicate accounts we use data signals such as similar IP addresses or usernames. Our estimates may change as our methodologies evolve, including through the application of new data signals or technologies, which may allow us to identify previously undetected duplicate accounts and may improve our ability to evaluate a broader population of our users. Duplicate accounts are very difficult to measure, and it is possible that the actual number of duplicate accounts may vary significantly from our estimates.

Our data limitations may affect our understanding of certain details of our business. We regularly review our processes for calculating these metrics, and from time to time we may discover inaccuracies in our metrics or make adjustments to improve their accuracy, including adjustments that may result in the recalculation of our historical metrics. We believe that any such inaccuracies or adjustments are immaterial unless otherwise stated. In addition, our key metrics and related information and estimates, including the definitions and calculations of the same, may differ from those published by third parties or from similarly titled metrics of our competitors due to differences in operations, offerings, methodology and access to information.

The data and numbers used to calculate MAUs and ARPMAU discussed in this Report only include U.S. and Canada-based users of our online real-money offerings unless stated otherwise.

ii

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

RUSH STREET INTERACTIVE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share and per share data)

	March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	147,289	$	179,723
Restricted cash	28,308		26,358
Players’ receivables	8,113		11,174
Due from affiliates	28,754		35,904
Prepaid expenses and other current assets	15,441		11,312
Total current assets	227,905		264,471
Intangible assets, net	75,775		69,025
Property and equipment, net	9,035		9,764
Operating lease assets	1,464		1,852
Other assets	5,111		5,234
Total assets	$	319,290	$	350,346
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	17,759	$	29,803
Accrued expenses	61,165		64,903
Players’ liabilities	41,673		42,512
Current deferred royalty liabilities	2,010		1,526
Current operating lease liabilities	666		722
Other current liabilities	6,680		4,479
Total current liabilities	129,953		143,945
Non-current deferred royalty liabilities	13,685		14,106
Non-current operating lease liabilities	841		1,177
Other non-current liabilities	418		244
Total liabilities	144,897		159,472
Commitments and contingencies
Stockholders’ equity
Class A common stock, $0.0001 par value, 750,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 67,314,375 and 65,111,616 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	7		6
Class V common stock, $0.0001 par value, 200,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 154,455,584 and 155,955,584 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	15		16
Additional paid-in capital	181,578		177,683
Accumulated other comprehensive loss	(1,594)		(1,648)
Accumulated deficit	(127,272)		(120,012)
Total stockholders’ equity attributable to Rush Street Interactive, Inc.	52,734		56,045
Non-controlling interests	121,659		134,829
Total stockholders’ equity	174,393		190,874
Total liabilities and stockholders’ equity	$	319,290	$	350,346

See accompanying notes to unaudited condensed consolidated financial statements.

F-1

RUSH STREET INTERACTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands except for share and per share data)

	Three Months Ended March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Revenue	$	162,361	$	134,938
Operating costs and expenses
Costs of revenue	107,154		99,858
Advertising and promotions	49,940		66,849
General administration and other	21,592		15,540
Depreciation and amortization	5,755		2,737
Total operating costs and expenses	184,441		184,984
Loss from operations	(22,080)		(50,046)
Other income (expenses)
Interest income (expense), net	380		(222)
Loss before income taxes	(21,700)		(50,268)
Income tax expense	2,800		2,002
Net loss	$	(24,500)	$	(52,270)
Net loss attributable to non-controlling interests	(17,240)		(37,573)
Net loss attributable to Rush Street Interactive, Inc.	$	(7,260)	$	(14,697)
Net loss per common share attributable to Rush Street Interactive, Inc. – basic and diluted	$	(0.11)	$	(0.24)
Weighted average common shares outstanding – basic and diluted	65,260,064		61,800,359

See accompanying notes to unaudited condensed consolidated financial statements.

F-2

RUSH STREET INTERACTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Three Months Ended March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Net loss	$	(24,500)	$	(52,270)
Other comprehensive loss
Foreign currency translation adjustment	344		1,514
Comprehensive loss	$	(24,156)	$	(50,756)
Comprehensive loss attributable to non-controlling interests	(16,997)		(36,485)
Comprehensive loss attributable to Rush Street Interactive, Inc.	$	(7,159)	$	(14,271)

See accompanying notes to unaudited condensed consolidated financial statements.

F-3

RUSH STREET INTERACTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands except for share data)

	Class A Common Stock			Class V Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity Attributable To RSI		Non- Controlling Interests		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2022	65,111,616	$	6	155,955,584	$	16	$	177,683	$	(1,648)	$	(120,012)	$	56,045	$	134,829	$	190,874
Share-based compensation	702,759	—		—	—		2,330		—		—		2,330		5,345		7,675
Foreign currency translation adjustment	—	—		—	—		—		101		—		101		243		344
Issuance of Class A Common Stock upon RSILP Unit Exchanges	1,500,000	1		(1,500,000)	(1)		—		—		—		—		—		—
Net loss	—	—		—	—		—		—		(7,260)		(7,260)		(17,240)		(24,500)
Allocation of equity and non-controlling interests upon changes in RSILP ownership	—	—		—	—		1,565		(47)		—		1,518		(1,518)		—
Balance at March 31, 2023 (Unaudited)	67,314,375	$	7	154,455,584	$	15	$	181,578	$	(1,594)	$	(127,272)	$	52,734	$	121,659	$	174,393

	Class A Common Stock			Class V Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity Attributable To RSI		Non- Controlling Interests		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2021	61,118,406	$	6	158,702,329	$	16	$	167,270	$	(475)	$	(81,381)	$	85,436	$	222,265	$	307,701
Share-based compensation	—	—		—	—		1,145		—		—		1,145		2,792		3,937
Foreign currency translation adjustment	—	—		—	—		—		426		—		426		1,088		1,514
Issuance of Class A Common Stock upon RSILP Unit Exchanges	2,808,745	—		(2,808,745)	—		—		—		—		—		—		—
Net loss	—	—		—	—		—		—		(14,697)		(14,697)		(37,573)		(52,270)
Allocation of equity and non-controlling interests upon changes in RSILP ownership	—	—		—	—		3,458		(8)		—		3,450		(3,450)		—
Balance at March 31, 2022 (Unaudited)	63,927,151	$	6	155,893,584	$	16	$	171,873	$	(57)	$	(96,078)	$	75,760	$	185,122	$	260,882

See accompanying notes to unaudited condensed consolidated financial statements.

F-4

RUSH STREET INTERACTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

	Three Months Ended March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Cash flows from operating activities
Net loss	$	(24,500)	$	(52,270)
Adjustments to reconcile net loss to net cash used in operating activities
Share-based compensation expense	7,675		3,937
Depreciation and amortization expense	5,755		2,737
Deferred income taxes	—		44
Noncash lease expense	161		162
Write off of long-lived assets	613		—
Changes in operating assets and liabilities:
Players’ receivables	3,061		(1,435)
Due from affiliates	7,150		(2,598)
Prepaid expenses and other current assets	(4,129)		(2,491)
Other assets	123		133
Accounts payable	(12,011)		(5,275)
Accrued expenses and other current liabilities	(7,233)		11,078
Players’ liabilities	(839)		9,456
Deferred royalty liabilities	63		(323)
Operating lease liabilities	(165)		(162)
Net cash used in operating activities	(24,276)		(37,007)
Cash flows from investing activities
Purchases of property and equipment	(429)		(1,045)
Acquisition of gaming licenses	(79)		(927)
Internally developed software costs	(5,790)		(1,400)
Media content production costs	(169)		—
Net cash used in investing activities	(6,467)		(3,372)
Cash flows from financing activities
Principal payments of finance lease liabilities	(24)		(432)
Net cash used in financing activities	(24)		(432)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	283		1,491
Net change in cash, cash equivalents and restricted cash	(30,484)		(39,320)
Cash, cash equivalents and restricted cash, at the beginning of the period (1)	206,081		300,329
Cash, cash equivalents and restricted cash, at the end of the period (1)	$	175,597	$	261,009

F-5

	Three Months Ended March 31,
	2023		2022
	(Unaudited)		(Unaudited)
Supplemental disclosure of noncash investing and financing activities:
Operating lease assets obtained in exchange for new or modified operating lease liabilities	$	—	$	410
Allocation of equity and non-controlling interests upon changes in RSILP ownership	$	1,518	$	3,450
Property and equipment purchases in Accounts Payable and Accrued Expenses	$	146	$	31
License fee purchases in Accounts Payable and Accrued Expenses	$	5,880	$	—
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	818	$	559
Cash paid for interest	$	224	$	241

____________________________________

(1)Cash and cash equivalents and Restricted cash are each presented separately on the condensed consolidated balance sheets.

See accompanying notes to unaudited condensed consolidated financial statements.

F-6

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.Description of Business

Rush Street Interactive, Inc. is a holding company organized under the laws of the State of Delaware and through its main operating subsidiary, Rush Street Interactive, LP and its subsidiaries (collectively, “RSILP”), is a leading online gaming company that provides online casino and sports betting in the U.S., Canadian and Latin American markets. Rush Street Interactive, Inc. and its subsidiaries (including RSILP) are collectively referred to as “RSI” or the “Company.” The Company is headquartered in Chicago, IL.

Impact of COVID-19

COVID-19 significantly impacted RSI’s business. Beyond disruptions in RSI’s normal business operations in prior years, COVID-19 impacted consumer habits and preferences, with some consumers opting to avoid crowded public places such as land-based casinos. In prior years, COVID-19 also impacted sports betting due to the rescheduling, reconfiguring, suspension, postponement and cancellation of sports seasons and sporting events or exclusion of certain players or teams from sporting events, which tended to reduce customers’ use of, and spending on, RSI’s sports betting offerings. A future pandemic may have a similar, material adverse impact on RSI’s business.

The Company’s revenue varies based on sports seasons and sporting events, among other factors, and cancellations, suspensions or alterations resulting from a future pandemic may adversely affect its revenue, possibly materially. However, RSI’s online casino offerings do not rely on sports seasons and sporting events, thus, they may partially offset this adverse impact on revenue.

2.Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the applicable regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 2, 2023.

These unaudited condensed consolidated financial statements include the accounts of the Company, its directly and indirectly wholly owned subsidiaries, and all entities in which the Company has a controlling interest. RSI is deemed to have a controlling interest of RSILP through its wholly owned subsidiary RSI GP, LLC (“RSI GP”), which is the sole general partner of RSILP. For consolidated entities that are less than wholly owned, third-party holdings of equity interests are presented as non-controlling interests in the Company’s condensed consolidated balance sheets and condensed consolidated statements of changes in equity. The portion of net earnings attributable to the non-controlling interests is presented as net loss attributable to non-controlling interests and comprehensive loss attributable to non-controlling interests in the Company’s condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss, respectively. All intercompany accounts and transactions have been eliminated upon consolidation.

The Company is organized as an umbrella partnership-C corporation, or UP-C, structure, as a result of the transactions contemplated in the Business Combination Agreement, dated as of July 27, 2020, among RSILP, the sellers set forth on the signature pages thereto (collectively, the “Sellers” and each, a “Seller”), dMY Sponsor, LLC (the “Sponsor”) and Rush Street Interactive GP, LLC (as amended and/or restated from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”). As an UP-C, substantially all of the combined company’s assets are held by RSILP and the Company’s primary assets are its equity interests in RSILP (which are held indirectly through wholly owned subsidiaries of the Company – RSI ASLP, Inc. (the “Special Limited Partner”) and RSI GP). The Company controls RSILP through RSI GP. The non-controlling interest represents the Class A Common Units of RSILP

F-7

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(“RSILP Units”) held by holders other than the Company. As of March 31, 2023, the Company owned 30.35% of the RSILP Units and the holders of the non-controlling interest owned 69.65% of the RSILP Units.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on the Company’s reported total revenues, expenses, net loss, current assets, total assets, current liabilities, total liabilities, stockholders’ equity, non-controlling interests or cash flows. No reclassifications of prior period balances were material to the unaudited condensed consolidated financial statements.

Interim Unaudited Condensed Consolidated Financial Statements

The accompanying condensed consolidated balance sheet as of March 31, 2023, the condensed consolidated statements of operations, comprehensive loss, changes in equity (deficit) and cash flows for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 was derived from audited financial statements, but may omit certain disclosures required by U.S. GAAP previously disclosed in the most recent annual financial statements. The interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial condition, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year or any future period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the condensed consolidated financial statements relate to and include, but are not limited to: the valuation of share-based awards; long-lived assets and investments in equity; the estimated useful lives of property and equipment, and intangible assets; redemption rate assumptions associated with the Company’s player loyalty program and other discretionary player bonuses; deferred revenue; accrued expenses; determination of the incremental borrowing rate to calculate operating lease liabilities and finance lease liabilities; and deferred taxes and amounts associated with the tax receivable agreement (the “Tax Receivable Agreement”) entered into in connection with the closing of the transactions contemplated in the Business Combination Agreement on December 29, 2020 (the “Closing”).

Intangible Assets, Net

Media content production costs

The Company capitalizes costs associated with the development and production of media content in accordance with Accounting Standards Codification (“ASC”) 350 Intangibles - Goodwill and Other. The asset is recognized in intangible Assets, net in the Company’s unaudited consolidated balance sheet as of March 31, 2023 and is amortized over the estimated useful life of two years.

Foreign Currency Gains and Losses

The financial statements of foreign subsidiaries are translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters, using period-end exchange rates for assets and liabilities, and average exchange rates for the period for revenues, costs and expenses. The U.S. dollar effects that arise from translating the net assets of these subsidiaries at changing rates are recorded in the foreign currency translation adjustment account, which is included in equity as a component of accumulated other comprehensive loss.

If transactions are recorded in a currency other than the subsidiary’s functional currency, remeasurement into the functional currency is required and may result in transaction gains or losses. Transaction gains were $0.4 million for the three months ended March 31, 2023 compared to losses of $0.6 million for the same period in 2022. Amounts are recorded in general administration and other on the Company’s unaudited condensed consolidated statements of operations.

F-8

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326). Together with subsequent amendments, this ASU sets forth a “current expected credit loss” model, which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This ASU replaces the existing “incurred loss” model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, available-for-sale debt securities and applies to certain off-balance sheet credit exposures. This ASU is effective for the Company in calendar year 2023. The Company adopted ASU 2016-13 and the subsequent amendments on January 1, 2023, and the adoption did not have a material impact on its condensed consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. This ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2021, and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements and related disclosures.

3.Revenue Recognition

The Company’s revenue from contracts with customers is derived from online casino and online sports betting, retail sports betting and social gaming.

Online casino and online sports betting

Online casino offerings typically include the full suite of games available in land-based casinos, such as blackjack, roulette and slot machines. The Company generates revenue from these offerings through hold, or gross winnings, as customers play against the house. Online casino revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in the progressive jackpot liability.

Online sports betting involves a user placing a bet on the outcome of a sporting event, sports-related activity or a series of the same, with the chance to win a pre-determined amount, often referred to as fixed odds. Online sports betting revenue is generated by setting odds such that there is a built-in theoretical margin in each bet offered to customers. Online sports betting revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in unsettled bets.

Retail sports betting

The Company provides retail sports services to land-based partners in exchange for a monthly commission based on that partner’s retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook, technical support for the land-based partner’s customers, risk management, advertising and promotion, and support for the third-party vendor’s sports betting equipment. The Company has a single performance obligation to provide retail sports services and records the revenue as services are performed and when the commission amounts are no longer constrained (i.e., the amount is known).

Certain relationships with business partners provide the Company the ability to operate the retail sportsbook. In this scenario, revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in unsettled retail sports bets.

F-9

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Social gaming

The Company provides a social gaming platform for users to enjoy free-to-play games that use virtual credits. While virtual credits are issued to users for free, some users may choose to purchase additional virtual credits through the Company’s virtual cashier. The Company has a single performance obligation associated with social gaming services, to provide social gaming services to users upon the redemption of virtual credits. Deferred revenue is recorded when users purchase virtual credits and revenue is recognized when the virtual credits are redeemed and the Company’s performance obligation has been fulfilled.

Disaggregation of revenue for the three months ended March 31, 2023 and 2022, was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Online casino and online sports betting	$	157,672	$	131,658
Retail sports betting	3,663		2,330
Social gaming	1,026		950
Total revenue	$	162,361	$	134,938

Revenue by geographic region for the three months ended March 31, 2023 and 2022, was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
United States and Canada	$	146,697	$	122,534
Latin America, including Mexico	15,664		12,404
Total revenue	$	162,361	$	134,938

Deferred revenue associated with online casino and online sports betting revenue and retail sports betting revenue includes unsettled customer bets and unredeemed customer incentives, and is included within Players’ liabilities in the condensed consolidated balance sheets. Deferred revenue associated with social gaming revenue includes unredeemed social gaming virtual credits and is included within Other current liabilities in the condensed consolidated balance sheets. The deferred revenue balances as of March 31, 2023 and December 31, 2022 were as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Deferred revenue, beginning of period	$	7,840	$	4,637
Deferred revenue, end of period	$	8,017	$	4,862
Revenue recognized during the period from amounts included in deferred revenue during the beginning of the period	$	7,056	$	3,917

F-10

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4.Intangible Assets, Net

The Company had the following intangible assets, net as of March 31, 2023 and December 31, 2022:

($ in thousands)	Weighted Average Remaining Amortization Period (years)	Gross Carrying Amount		Accumulated Amortization		Net
License Fees
March 31, 2023	8.05	$	59,807	$	(14,938)	$	44,869
December 31, 2022	8.44	$	54,334	$	(12,363)	$	41,971
Internally Developed Software
March 31, 2023	2.43	$	26,651	$	(5,158)	$	21,493
December 31, 2022	2.51	$	20,860	$	(3,490)	$	17,370
Developed Technology
March 31, 2023	6.75	$	5,931	$	(927)	$	5,004
December 31, 2022	7.00	$	5,931	$	(741)	$	5,190
Trademark Asset
March 31, 2023	4.17	$	5,088	$	(848)	$	4,240
December 31, 2022	4.42	$	5,088	$	(594)	$	4,494
Media Content
March 31, 2023	2.00	$	169	$	—	$	169
December 31, 2022	N/A	$	—	$	—	$	—

Amortization expense was $4.7 million for the three months ended March 31, 2023 compared to amortization expense of $2.2 million for the same period in 2022.

F-11

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5.    Property and Equipment, net

The Company had the following property and equipment, net as of March 31, 2023 and December 31, 2022:

($ in thousands)	March 31, 2023		December 31, 2022
Computers, software and related equipment	$	4,498	$	4,050
Operating equipment and servers	4,752		4,610
Furniture	604		600
Leasehold improvements	675		640
Property and equipment not yet placed into service	551		816
Total property and equipment	11,080		10,716
Less: accumulated depreciation	(4,687)		(3,818)
	6,393		6,898
Finance lease right-of-use assets	3,112		3,112
Less: accumulated amortization	(470)		(246)
	2,642		2,866
Property and equipment, net	$	9,035	$	9,764

The Company recorded depreciation expense on property and equipment of $0.9 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively. The Company recorded amortization expense on finance lease right-of-use assets of $0.2 million and $0.1 million for the three months ended March 31, 2023 and 2022, respectively.

6.    Accrued Expenses

The Company has the following accrued expenses as of March 31, 2023 and December 31, 2022:

($ in thousands)	March 31, 2023		December 31, 2022
Accrued compensation and related expenses	$	4,542	$	10,077
Accrued operating expenses	27,017		24,178
Accrued marketing expenses	19,868		27,315
Accrued professional fees	2,306		1,620
Due to affiliates	466		649
License fees payable	5,880		63
Other	1,086		1,001
Total accrued expenses	$	61,165	$	64,903

7.    Stockholders’ Equity

Non-Controlling Interest

The non-controlling interest represents the RSILP Units held by holders other than the Company.

F-12

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The non-controlling interests owned 69.65% and 70.55% of the RSILP Units outstanding as of March 31, 2023 and December 31, 2022, respectively. The table below illustrates a rollforward of the non-controlling interest percentages during the three months ended March 31, 2023:

	Non-Controlling Interest %
Non-controlling interest % as of December 31, 2022:	70.55	%
Issuance of Class A Common Stock upon RSILP Unit Exchanges	(0.68)	%
Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants	(0.22)	%
Non-controlling interest % as of March 31, 2023:	69.65	%

The non-controlling interests owned 70.92%and 72.20% of the RSILP Units outstanding, as of March 31, 2022 and December 31, 2021, respectively. The table below illustrates a rollforward of the non-controlling interest percentages during the three months ended March 31, 2022:

	Non-Controlling Interest %
Non-controlling interest % as of December 31, 2021:	72.20	%
Issuance of Class A Common Stock upon RSILP Unit Exchanges	(1.28)	%
Non-controlling interest % as of March 31, 2022:	70.92	%

8.    Share-Based Compensation

The Company adopted the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan, as amended from time to time (the “2020 Plan”), to attract, retain and incentivize employees, certain consultants and directors who will contribute to the success of the Company. Awards that may be granted under the 2020 Plan include incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards and other equity-based awards. Upon adoption of the 2020 Plan, there was an aggregate of 13.4 million shares of Class A Common Stock reserved under the 2020 Plan, which may consist of authorized and unissued shares, treasury shares or shares reacquired by the Company. During the three months ended March 31, 2023, the Compensation Committee of the Board and the full Board each approved an amendment to the 2020 Plan to increase the number of shares of Class A Common Stock reserved under the 2020 Plan by 22.38 million shares (the “Plan Amendment”), with such amendment being subject to approval by the Company’s stockholders at the Company's 2023 annual meeting of stockholders. The 2020 Plan will terminate on December 29, 2030.

During March 2023, the Company issued equity awards to its officers, directors and certain other individuals, with such grants being contingent upon the Plan Amendment being approved by the Company’s stockholders. Management has determined that obtaining stockholder approval is essentially a formality because management and members of the Board control enough votes to approve the grants, therefore the equity awards were deemed to be granted during the quarter.

Restricted Stock Units (“RSUs”) and Options

The Company granted 2,479,719 and 20,000 RSUs with service conditions, during the three months ended March 31, 2023 and 2022, respectively. RSUs with service conditions generally vest over a three to four year period, with each tranche vesting annually. The grant date fair value of RSUs with service conditions is determined based on the quoted market price.

F-13

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company granted 1,463,602 and nil RSUs with market-based conditions (e.g., share price targets, total shareholder return) during the three months ended March 31, 2023 and 2022, respectively. RSUs with market-based conditions generally vest over a three year period and fair value was determined using a Monte Carlo Simulation using the following assumption:

	March 31, 2023
Volatility rate	69.78		%
Risk-free interest rate	3.85		%
Average expected life (in years)	2.8
Dividend yield	None
Stock price at grant date	$	3.28

The Company granted 1,061,454 and nil stock options during the three months ended March 31, 2023 and 2022, respectively. The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions:

	March 31, 2023
Volatility rate	70.00		%
Risk-free interest rate	3.80		%
Average expected life (in years)	6.0
Dividend yield	None
Stock price at grant date	$	3.28
Exercise price	$	3.28

RSU and stock option activity for the three months ended March 31, 2023 and 2022, was as follows:

	RSUs			Options
	Number of units	Weighted-average grant price		Number of options	Weighted-average exercise price
Unvested balance at December 31, 2022	7,492,613	$	7.48	854,888	$	4.93
Granted	3,943,321	4.12		1,061,454	3.28
Vested	(902,759)	4.03		—	—
Forfeited	(4,216)	8.81		—	—
Unvested balance at March 31, 2023	10,528,959	$	6.52	1,916,342	$	4.01

	RSUs			Options
	Number of units	Weighted average grant price		Number of options	Weighted-average exercise price
Unvested balance at December 31, 2021	3,076,158	$	16.08	96,827	$	15.40
Granted	20,000	7.99		—	—
Vested	—	—		—	—
Forfeited	(6,000)	15.85		—	—
Unvested balance at March 31, 2022	3,090,158	$	16.02	96,827	$	15.40

The aggregate fair value of the RSUs granted during the three months ended March 31, 2023 and 2022, was approximately $16.3 million and $0.2 million, respectively. The weighted average grant date fair value of RSUs vested during the three months ended March 31, 2023 and 2022, was approximately $3.6 million and nil, respectively.

F-14

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The weighted-average grant-date fair values of options granted during three months ended March 31, 2023 and 2022, was approximately $2.14 and nil, respectively. The aggregate fair value of stock options granted during the three months ended March 31, 2023 and 2022, was $2.3 million and nil, respectively. The stock options outstanding as of March 31, 2023 had no intrinsic value.

As of March 31, 2023, the Company had unrecognized stock-based compensation expense related to RSUs of $59.3 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.21 years.

As of March 31, 2023, the Company had unrecognized stock-based compensation expense related to stock options of $4.0 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.37 years.

Share-based compensation expense for the three months ended March 31, 2023 and 2022 was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Costs of revenue	$	257	$	244
Advertising and promotions	536		505
General administration and other	6,882		3,188
Total share-based compensation expense	$	7,675	$	3,937

9.    Income Taxes

The income tax provision for the three months ended March 31, 2023 and 2022 was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Income tax provision	$	2,800	$	2,002

The Company recognized federal, state and foreign income tax expense of $2.8 million and $2.0 million during the three months ended March 31, 2023 and 2022, respectively. The effective tax rates for the three months ended March 31, 2023 and 2022 were (13.26)% and (3.98)%, respectively. The difference between the Company’s effective tax rate and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. deferred tax assets, valuation allowances recorded on deferred tax assets in foreign jurisdictions where the Company recently began operating, non-taxable income / (loss) attributable to non-controlling interest and income tax rate differences related to the Company’s Colombia operations for which both current and deferred taxes were recorded. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized.

In August 2022, the U.S. Inflation Reduction Act of 2022 and the CHIPS and Science Act of 2022 were signed into law. These acts include, among other provisions, a corporate alternative minimum tax of 15%, an excise tax on the repurchase of corporate stock, various climate and energy provisions, and incentives for investment in semiconductor manufacturing. These provisions are not expected to have a material impact on the Company’s results of operations or financial position.

In connection with the Business Combination, the Special Limited Partner entered into the Tax Receivable Agreement, which generally provides that it pay 85% of certain net tax benefits, if any, that the Company (including the Special Limited Partner) realizes (or in certain cases is deemed to realize) as a result of an increase in tax basis and tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained RSILP Units (as defined in the Business Combination Agreement) for Class A Common Stock (or cash at the Company’s option) pursuant to RSILP’s amended and restated limited partnership agreement and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. These payments are the obligation of the Special Limited Partner and not of RSILP. The actual increase in the Special Limited Partner’s allocable share of RSILP’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price

F-15

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

of the Class A Common Stock at the time of the exchange and the amount and timing of the recognition of RSI and its consolidated subsidiaries’ (including the Special Limited Partner’s) income.

Based primarily on historical losses of RSILP, management has determined it is more-likely-than-not that the Company will be unable to utilize its deferred tax assets subject to the Tax Receivable Agreement; therefore, management applies a full valuation allowance to deferred tax asset or a corresponding liability under the Tax Receivable Agreement related to the tax savings the Company may realize from the utilization of tax deductions related to basis adjustments created by the transactions in the Business Combination Agreement. The unrecognized Tax Receivable Agreement liability as of March 31, 2023 and December 31, 2022 was $60.4 million and $58.7 million, respectively. The increase in the liability is primarily due to the issuance of Class A Common Stock upon RSILP Unit exchanges. Due to the fact that the Company's deferred tax assets and corresponding Tax Receivable Agreement liability are unrecognized, this increase had no impact on the condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss.

10.    Net loss Per Share

The basic and diluted net loss per share for the three months ended March 31, 2023 and 2022 were as follows (amounts in thousands, except for share and per share amounts):

	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss	$	(24,500)	$	(52,270)
Less: Net loss attributable to non-controlling interests	(17,240)		(37,573)
Net loss attributable to Rush Street Interactive, Inc. – basic and diluted	$	(7,260)	$	(14,697)
Denominator:
Weighted average common shares outstanding – basic and diluted	65,260,064		61,800,359
Net loss per Class A common share – basic and diluted	$	(0.11)	$	(0.24)

The Class V Common Stock does not participate in the Company’s earnings or losses and is therefore not a participating security. As such, separate presentation of basic and diluted earnings per share of Class V Common Stock under the two-class method has not been presented.

The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive:

	Three Months Ended March 31,
	2023		2022
RSILP Units(1)	154,455,584		155,893,584
Unvested Restricted Stock Units	10,528,959	10,528,959	3,090,158
Unvested Stock Options	1,916,342	1,916,342	96,827

_____________________________________

(1)RSILP Units that are held by non-controlling interest holders, and may be exchanged, subject to certain restrictions, for Class A Common Stock. Upon exchange of an RSILP Unit, a share of Class V Common Stock is cancelled.

11.    Related Parties

Affiliated Land-Based Casinos

Neil Bluhm and his adult children (including Ms. Leslie Bluhm), through their individual capacities, entities or trusts that they have created for the benefit of themselves or their family members, and Greg Carlin, through his individual

F-16

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

capacity, entities or trusts that he has created for the benefit of himself or his family members, are direct or indirect owners, directors and/or officers of certain land-based casinos. The Company has entered into certain agreements with these affiliated land-based casinos that create strategic partnerships aimed to capture the online gaming, online sports betting and retail sports services markets in the various states and municipalities where the land-based casinos operate.

Generally, the Company pays a royalty fee to the land-based casino (calculated as a percentage of the Company’s revenue less reimbursable costs or other consideration received as defined in the applicable agreement) in exchange for the right to operate real-money online casino and/or online sports betting under the gaming license of the land-based casinos or for marketing gaming offerings under the land-based casinos’ brand. Royalties related to arrangements with affiliated casinos were $7.7 million for the three months ended March 31, 2023 compared to $9.5 million for the same period in 2022, which were net of any consideration received from the affiliated casino for reimbursable costs, as well as costs that are paid directly by the affiliate casino on the Company’s behalf. Net royalties paid are recorded as Costs of revenue in the accompanying condensed consolidated statements of operations. In certain cases, the affiliate casino maintains the bank account that processes cash deposits and withdrawals for the Company’s customers. Accordingly, at any point in time, the Company will record a receivable from the affiliate, representing the Company’s total gaming revenue (with customers) that was collected by the affiliate, less consideration payable to the affiliate for use of its license, which is offset by any consideration received from the affiliate based on the terms of the applicable agreement. Receivables due from affiliated land-based casinos were $28.8 million and $35.9 million at March 31, 2023 and December 31, 2022, respectively.

In addition, the Company provides retail sports services to certain affiliated land-based casinos in exchange for a monthly commission based on the casino’s retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook, technical support for the land-based casino’s customers, risk management, advertising and promotion, and support for the third-party vendor’s sports betting equipment. Revenue recognized relating to retail sports services provided to affiliated land-based casinos for the three months ended March 31, 2023 and 2022 were not material to the condensed consolidated financial statements. Any payables due to the affiliated land-based casinos are netted against affiliate receivables to the extent a right of offset exists and were not material to the condensed consolidated financial statements at March 31, 2023 or December 31, 2022.

12.    Commitments and Contingencies

Legal Matters

The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

F-17

RUSH STREET INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Other Contractual Obligations

The Company is a party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnership-related agreements where the Company is obligated to make future minimum payments under the non-cancelable terms of these contracts as follows ($ in thousands):

Remainder of 2023	$	17,107
Year ending December 31, 2024	11,582
Year ending December 31, 2025	8,656
Year ending December 31, 2026	5,463
Year ending December 31, 2027	4,969
Thereafter	32,789
Total(1)	$	80,566

_____________________________________

(1) Includes operating lease and finance lease obligations under non-cancelable lease contracts totaling $2.1 million, obligations under non-cancelable contracts with marketing vendors totaling $23.9 million, and license and market access commitments totaling $54.6 million. Certain market access arrangements require the Company to make additional payments at a contractual milestone date if the market access fees paid through that milestone date do not meet a minimum contractual threshold. In these instances, the Company calculates the future minimum payment as the total milestone payment less any amounts already paid to the partner and includes such payments in the period in which the milestone date occurs.

F-18

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, our Annual Report on Form 10-K for the year ended December 31, 2022 (our “Annual Report”), and our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections of this Report captioned “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” For a discussion of limitations in measuring certain of our key metrics, see the section of this Report captioned “Limitations of Key Metrics and Other Data.”

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of Adjusted EBITDA, which are not presented in accordance with generally accepted accounting principles of the United States (“GAAP”). We present these non-GAAP financial measures because they provide us and readers of this Report with additional insight into our operational performance relative to earlier periods and relative to our competitors. These non-GAAP financial measures are not a substitute for any GAAP financial information. Readers of this Report should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures. Reconciliations of Adjusted EBITDA to Net Loss, the most comparable GAAP measure, are provided in this Report.

Unless the context requires otherwise, all references in this Report to the “Company,” “we,” “us,” or “our” refer to Rush Street Interactive, Inc. and its subsidiaries.

Our Business

We are a leading online gaming and entertainment company that focuses primarily on online casino and online sports betting in the U.S., Canadian and Latin American markets. Our mission is to engage and delight players by delivering friendly, fun and fair betting experiences. In furtherance of this mission, we strive to create an online community for our customers where we are transparent and honest, treat our customers fairly, show them that we value their time and loyalty, and listen to feedback. We also endeavor to implement industry leading responsible gaming practices and provide our customers with a cutting-edge online gaming platform and exciting, personalized offerings that will enhance their user experience.

We provide our customers with an array of leading gaming offerings such as real-money online casino, online sports betting and retail sports betting (i.e., sports betting services provided at bricks-and-mortar locations), as well as social gaming, which involves free-to-play games using virtual credits that users can earn or purchase. We launched our first social gaming website in 2015 and began accepting real-money bets in the United States in 2016. Currently, we offer real-money online casino, online sports betting and/or retail sports betting in 15 U.S. states and the three international markets as outlined in the table below.

19

Jurisdictions	Online Casino	Online Sports Betting	Retail Sports Betting
Domestic:
Arizona		ü
Colorado		ü
Connecticut*		ü	ü
Illinois		ü	ü
Indiana		ü	ü
Iowa		ü
Louisiana		ü
Maryland		ü	ü
Michigan	ü	ü	ü
New Jersey	ü	ü
New York		ü	ü
Ohio		ü
Pennsylvania	ü	ü	ü
Virginia		ü	ü
West Virginia	ü	ü
International:
Colombia	ü	ü
Ontario (Canada)	ü	ü
Mexico	ü	ü

*Previously announced that the Company and its partner in Connecticut intend to wind down their online and retail sports betting partnership in Connecticut, which the Company currently believes is likely to occur during the second half of 2023.

Our real-money online casino and online sports betting offerings are currently provided under our BetRivers and PlaySugarHouse brands in the United States and Canada and under our RushBet brand in Latin America (which includes Mexico). We operate and/or support retail sports betting for our bricks-and-mortar partners. Many of our social gaming offerings are marketed under our partners’ brands, although we also offer social gaming under our own brands as well. Our decision about what brand or brands to use is market and/or partner specific, and is based on brand awareness, market research, marketing efficiency and applicable gaming rules and regulations.

Impact of COVID-19

COVID-19 significantly impacted our business. Beyond disruptions in our normal business operations in prior years, COVID-19 impacted consumer habits and preferences, with some consumers opting to avoid crowded public places such as land-based casinos. In prior years, COVID-19 also impacted sports betting due to the rescheduling, reconfiguring, suspension, postponement and cancellation of sports seasons and sporting events or exclusion of certain players or teams from sporting events, which tended to reduce customers’ use of, and spending on, our sports betting offerings. A future pandemic may have a similar, material adverse impact on our business.

Our revenue varies based on sports seasons and sporting events, among other factors, and cancellations, suspensions or alterations resulting from a future pandemic may adversely affect our revenue, possibly materially. However, our online casino offerings do not rely on sports seasons and sporting events, thus, they may partially offset this adverse impact on revenue.

20

Trends in Key Metrics

Monthly Active Users

MAUs is the number of unique users per month who have placed at least one real-money bet across one or more of our online casino or online sports betting offerings. For periods longer than one month, we average the MAUs for the months in the relevant period. We exclude users who have made a deposit but have not yet placed a real-money bet on at least one of our online offerings. We also exclude users who have placed a real-money bet but only with promotional incentives. The numbers of unique users included in calculating MAUs only include U.S. and Canada-based users of our online real-money offerings.

MAUs is a key indicator of the scale of our user base and awareness of our brands. We believe that year-over-year MAUs is also generally indicative of the long-term revenue growth potential of our business, although MAUs in individual periods may be less indicative of our longer-term expectations. We expect the number of MAUs to grow as we attract, retain and re-engage users in new and existing jurisdictions and expand our offerings to appeal to a wider audience.

The chart below presents our average MAUs for the three months ended March 31, 2023 and 2022:

The decrease in MAUs was mainly due to our strategic reduction in advertising, marketing and bonusing efforts in certain markets, primarily consisting of online sportsbook-only markets.

Average Revenue Per Monthly Active User

ARPMAU for an applicable period is average revenue divided by average MAUs. This key metric represents our ability to drive usage and monetization of our online offerings.

21

The chart below presents our ARPMAU for the three months ended March 31, 2023 and 2022:

The year-over-year increase in ARPMAU was mainly due to our continued operations in markets such as Ontario, Canada where we offer online casino in addition to online sports betting and that launched after March 31, 2022, the impact of our strategic advertising and marketing efforts in other markets where offer online casino and our focus on retaining quality players.

Non-GAAP Information

This Report includes Adjusted EBITDA, which is a non-GAAP performance measure that we use to supplement our results presented in accordance with GAAP. We believe Adjusted EBITDA provides useful information to investors regarding our results of operations and operating performance, as it is similar to measures reported by our public competitors and is regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Non-GAAP financial measures are not intended to be considered in isolation or as a substitute for any GAAP financial measures and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

We define Adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization, share-based compensation, adjustments for certain one-time or non-recurring items and other adjustments. Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because certain expenses are either non-cash (i.e., depreciation and amortization, and share-based compensation) or are not related to our underlying business performance (i.e., interest income or expense).

We include Adjusted EBITDA because management uses it to evaluate our core operating performance and trends and to make strategic decisions regarding the distribution of capital and new investments. Management believes that Adjusted EBITDA provides investors with useful information on our past financial and operating performance, enables comparison of financial results from period-to-period where certain items may vary independent of business performance, and allows for greater transparency with respect to metrics used by our management in operating our business. Management also believes that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance.

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The table below presents our Adjusted EBITDA reconciled from our Net loss, the most directly comparable GAAP measure, for the periods indicated:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Net loss	$	(24,500)	$	(52,270)
Interest (income) expense, net	(380)		222
Income tax expense	2,800		2,002
Depreciation and amortization	5,755		2,737
Share-based compensation expense	7,675		3,937
Adjusted EBITDA	$	(8,650)	$	(43,372)

Key Components of Revenue and Expenses

Revenue

We currently offer real-money online casino, online sports betting and/or retail sports betting in 15 U.S. states, Colombia, Ontario, Canada and Mexico. We also provide social gaming (where permitted) where users can earn or purchase virtual credits to enjoy free-to-play games.

Our revenue is predominantly generated from our U.S. and Canada operations, with the remaining revenue being generated from our Latin America (including Mexico) operations. We generate revenue primarily through the following offerings:

Online Casino

Online casino offerings typically include the full suite of games available in bricks-and-mortar casinos, such as table games (i.e., blackjack and roulette) and slot machines. For these offerings, similar to bricks-and-mortar casinos, we generate revenue through hold, or gross winnings, as customers play against the house. Like bricks-and-mortar casinos, there is volatility with online casino, but as the number of bets placed increases, the revenue retained from bets placed becomes easier to predict. Our experience has been that online casino revenue is less volatile than sports betting revenue.

Our online casino offering consists of a combination of licensed content from leading industry suppliers, customized third-party games and a small number of proprietary games that we developed in-house. Third-party content is usually subject to standard revenue-sharing agreements specific to each supplier, where the supplier generally receives a percentage of the net gaming revenue generated from its casino games played on our platform. In exchange, we receive a limited license to offer the games on our platform to customers in permitted jurisdictions. We generally pay much lower fees on revenue generated through our in-house developed casino games such as our multi-bet blackjack (with side bets: 21+3, Lucky Ladies, Lucky Lucky) and single-deck blackjack, which primarily relate to hosting/remote gaming server fees and certain intellectual property license fees.

Online casino revenue is generated based on total customer bets less amounts paid to customers for winning bets, less incentives awarded to customers, plus or minus the change in the progressive jackpot reserve.

Online Sports Betting

Online sports betting involves a user placing a bet on the outcome of a sporting event, a sports-related activity or a series of the same, with the chance to win a pre-determined amount, often referred to as fixed odds. Online sports betting revenue is generated by setting odds such that there is a built-in theoretical margin in each sports bet offered to customers. While sporting event outcomes may result in revenue volatility, we believe that we can achieve a positive long-term betting win margin.

In addition to traditional fixed-odds betting, we also offer other fixed-odd sports betting products including in-game betting and multi-sport and same-game parlay betting. We have also incorporated live streaming of certain sporting events into our online sports betting offering.

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Integrated into our online sports betting platform is a third-party risk and trading platform currently provided by certain subsidiaries of Kambi Group plc.

Online sports revenue is generated based on total customer bets less amounts paid to customers for winning bets, less incentives awarded to customers, plus or minus the change in unsettled sports bets.

Retail Sports Betting

We provide retail sports betting services to certain land-based partners in exchange for a monthly commission that is calculated based on the land-based retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook (i.e., within a bricks-and-mortar location), technical support for such partner’s customers, risk management, advertising and promotion, and support for third-party sports betting equipment.

In addition, certain relationships with our partners provide us the ability to operate the retail sportsbook at the land-based partner’s facility. In this scenario, revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in unsettled retail sports bets.

Social Gaming

We provide social gaming (where permitted) where users are given virtual credits to enjoy free-to-play games. Users who exhaust their credits can either purchase additional virtual credits from the virtual cashier or wait until their virtual credits are replenished for free. Virtual credits have no monetary value and can only be used within our social gaming platform.

Our social gaming business has three main goals: building online databases in key markets ahead of and post-legalization and regulation; generating revenues; and increasing engagement and visitation to our bricks-and-mortar partner properties. Our social gaming products are a marketing tool that keeps the applicable brands present in the minds of our users and engages with users through another channel while providing the entertainment value that users seek. We also leverage our social gaming products to cross-sell to our real-money offerings in jurisdictions where real-money gaming is authorized.

We recognize deferred revenue when users purchase virtual credits and revenue when the virtual credits are redeemed. We pay a percentage of the social gaming revenue derived from the sale and redemption of the virtual credits to content suppliers as well as to our land-based partners.

Costs and Expenses

Costs of Revenue. Costs of revenue consist primarily of (i) revenue share and market access fees, (ii) platform and content fees, (iii) gaming taxes, (iv) payment processing fees and chargebacks and (v) salaries, bonuses, benefits and share-based compensation for dedicated personnel. These costs are primarily variable in nature and should typically correlate with the change in revenue. Revenue share and market access fees consist primarily of amounts paid to local partners that hold the applicable gaming license, providing us the ability to offer our real-money online offerings in the respective jurisdictions. Our platform and content fees are primarily driven by costs associated with third-party casino content, sports betting trading services and certain elements of our platform technology, such as geolocation and know-your-customer. Gaming taxes primarily relate to state taxes and are determined on a jurisdiction-by-jurisdiction basis. We incur payment processing costs on customer deposits and occasionally chargebacks (i.e., when a payment processor contractually disallows customer deposits in the normal course of business).

Advertising and Promotions Costs. Advertising and promotion costs consist primarily of costs associated with marketing our offerings via different channels, promotional activities and related customer acquisition costs. These costs also include salaries, bonuses, benefits and share-based compensation for dedicated personnel and are expensed as incurred.

Our ability to effectively market is critical to operational success. Using experience, dynamic learnings and analytics, we leverage marketing to acquire, convert, retain and re-engage customers. We use a variety of earned media and paid marketing channels, in combination with compelling offers, brand ambassadors, proprietary content, and unique game and site features, to attract and engage customers. Furthermore, we continuously optimize our marketing spend using data collected from our operations. Our marketing spend is based on a return-on-investment model that considers a variety of factors, including the product offerings in the jurisdiction, the performance of different marketing channels, predicted lifetime value, marginal costs and expenses and behavior of customers across various product offerings.

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With respect to paid marketing, we use a broad array of advertising channels, including television, radio, social media platforms, sponsorships, affiliates and paid search, and other digital channels. We also use other forms of marketing and outreach, such as our social media channels, first-party websites, media interviews and other media spots and organic searches. These efforts are primarily concentrated within the specific jurisdictions where we operate or intend to operate. We believe there is significant benefit to having a flexible approach to advertising spending as we can quickly redirect our advertising spending based on dynamic testing of our advertising methods and channels.

General Administration and Other. General administration and other expenses consist primarily of administrative personnel costs, including salaries, bonuses and benefits, share-based compensation expense for dedicated personnel, professional fees related to legal, compliance, audit and consulting services, rent and insurance costs.

Depreciation and Amortization. Depreciation and amortization expense consists of depreciation on our property and equipment and amortization of intangible assets (including market access licenses, gaming jurisdictional licenses, internally developed software, trademark and developed technology) and finance lease right-of-use assets over their useful lives.

Results of Operations

The following tables set forth a summary of our consolidated results of operations for the interim periods indicated and the changes between periods. We have derived this data from our unaudited condensed consolidated financial statements included elsewhere in this Report. The results of historical periods are not necessarily indicative of the results of operations for any future period.

Comparison of the Three Months Ended March 31, 2023 and 2022

	Three Months Ended March 31,				Change
($ in thousands)	2023		2022		$		%
Revenue	$	162,361	$	134,938	$	27,423	20	%
Costs of revenue	107,154		99,858		7,296		7	%
Advertising and promotions	49,940		66,849		(16,909)		(25)	%
General administration and other	21,592		15,540		6,052		39	%
Depreciation and amortization	5,755		2,737		3,018		110	%
Loss from operations	(22,080)		(50,046)		27,966		(56)	%
Interest income (expense), net	380		(222)		602		(271)	%
Loss before income taxes	(21,700)		(50,268)		28,568		(57)	%
Income tax expense	2,800		2,002		798		40	%
Net loss	$	(24,500)	$	(52,270)	$	27,770	(53)	%

Revenue. Revenue increased by $27.4 million, or 20%, to $162.3 million for the three months ended March 31, 2023 as compared to $134.9 million for the same period in 2022. The increase was mainly due to and directly correlated with our continued growth in the majority of our existing markets; expansion into new markets such as Ontario, Mexico and Maryland, each of which launched after March 31, 2022; and expansion of services in existing jurisdictions such as online sports betting in West Virginia and retail sports betting in Virginia, each of which launched after March 31, 2022. The increase reflects higher period-over-period online casino and sports betting revenue of $26.0 million, retail sports betting revenue of $1.3 million and social gaming revenue of $0.1 million.

Costs of Revenue. Costs of revenue increased by $7.3 million, or 7%, to $107.2 million for the three months ended March 31, 2023 as compared to $99.9 million for the same period in 2022. The increase was mainly due to and directly correlated with, our expansion and continued growth in existing and new markets as noted above. Gaming taxes, payment processing costs, operating expenses, and personnel costs contributed $5.2 million, $1.8 million, $1.4 million and $1.1 million, respectively, offset by a decrease of $2.2 million in market access costs. Costs of revenue as a percentage of revenue decreased to 66% for the three months ended March 31, 2023 as compared to 74% for the same period in 2022.

Advertising and Promotions. Advertising and promotions expense decreased by $16.9 million, or 25%, to $49.9 million for the three months ended March 31, 2023 as compared to $66.8 million for the same period in 2022. The decrease was mainly due to management’s strategy of rationalizing marketing spend as the North and Latin American online gaming industries continue to mature. We continue to focus marketing efforts and strategies in newly entered and existing markets

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on increasing customer awareness and use of our offerings. Advertising and promotions expense as a percentage of revenue decreased to 31% for the three months ended March 31, 2023 as compared to 50% for the same period in 2022.

General Administration and Other. General administration and other expense increased by $6.1 million, or 39%, to $21.6 million for the three months ended March 31, 2023 as compared to $15.5 million for the same period in 2022. The increase was due to higher personnel and other administrative costs, which is consistent with the ongoing growth of our business. General administration and other expense as a percentage of revenue increased to 13% for the three months ended March 31, 2023 as compared to 12% for the same period in 2022.

Depreciation and Amortization. Depreciation and amortization expense increased by $3.0 million, or 110%, to $5.7 million for the three months ended March 31, 2023 as compared to $2.7 million for the same period in 2022. The increase was mainly due to additional purchases of property and equipment and other definite-lived intangible assets. Depreciation and amortization expense as a percentage of revenue was 4% for the three months ended March 31, 2023 as compared to 2% for the same period in 2022.

Interest Expense, Net. Interest income was $0.4 million for the three months ended March 31, 2023 as compared to expense of $0.2 million for the same period in 2022. The increase in interest income was mainly attributable to the management’s strategic decision to invest excess cash in cash equivalents such as short-term certificates of deposits, offset by the recognition of imputed interest associated with deferred royalties and finance leases relating to online gaming servers.

Income Tax Expense. Income tax expense increased by $0.8 million, or 40%, to $2.8 million for the three months ended March 31, 2023 as compared to $2.0 million for the same period in 2022. Income tax expense for the three months ended March 31, 2023 and 2022 related to the profitability of our foreign real-money operations and foreign software development operations for which both current and deferred taxes are recorded. Income tax expense as a percentage of revenue was 2% for the three months ended March 31, 2023 as compared to 1% for the same period in 2022.

Seasonality and Other Trends Impacting Our Business

Our results of operations can, and generally do, fluctuate due to seasonal trends and other factors such as level of customer engagement, online casino and sports betting results, foreign currency exchange rates and other factors that are outside of our control or that we cannot reasonably predict. Our quarterly financial performance depends on our ability to attract and retain customers. Customer engagement in our online offerings may vary due to, among other things, customer satisfaction with our platform and customer support services, the number, timing, and type of sporting events, the length of professional sports seasons, our offerings and marketing efforts and those of our competitors (including those not just in the online gaming industry but also in the entertainment industry more broadly), climate and weather conditions, public sentiment, an economic downturn or other economic factors such as inflation, economic uncertainty or macroeconomic conditions. As customer engagement varies, so may our quarterly financial performance.

Our quarterly financial results may also be impacted by the number and amount of betting wins and losses and jackpot payouts we experience. Although our losses are limited per stake to a maximum payout in our online casino offering, when looking at bets across a period of time, these losses can be significant. As part of our online casino offering, we offer progressive jackpot games. Each time a customer plays a progressive jackpot game, we contribute a portion of the amount bet to the jackpot for that game or group of games. When a progressive jackpot is won, the jackpot is paid out and is reset to a predetermined base amount. Winning the jackpot is determined by a random mechanism. We cannot foresee when a jackpot will be won, and we do not insure against jackpot payouts. Paying the progressive jackpot decreases our cash position.

Our online sports betting and retail sports betting operations experience seasonality based on the relative popularity and frequency of certain sporting events. Although sporting events occur throughout the year, our online sports betting customers are most active during the American football season as well as during the NBA and NCAA basketball seasons. With respect to our online sports betting and retail sports betting operations, customer activity tends to increase, and we may experience increased volatility, in connection with major sporting events such as the NFL super bowl, the NBA finals and NCAA basketball March Madness.

From a legislative perspective, we are continuing to see momentum to legalize and regulate online sports betting in new jurisdictions in the Americas. As expected, in many cases these new jurisdictions are first trying to legalize and regulate online sports betting before considering whether to legalize and regulate online casino. However, given the tax generation success of online casino in markets where it has been legalized, we are also continuing to see momentum for

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online casino in several jurisdictions in the Americas that are looking for additional revenue sources to fund expanding budgets.

We operate within the global gaming and entertainment industry, which is comprised of diverse products and offerings that compete for consumers’ time and disposable income. We face, and expect to continue to face, significant competition from other industry players both within existing and new markets including from competitors with access to more resources, existing assets such as brands or databases, or experience. Customer demands for new and innovative offerings and features require us to continue to invest in new technologies, features and content to improve the customer experience. Many jurisdictions in which we operate or intend to operate in the future have unique regulatory and/or technological requirements, which require us to have robust, scalable networks and infrastructure, and agile engineering and software development capabilities. The global gaming and entertainment industry has seen significant consolidation, regulatory change and technological development over the last few years, and we expect this trend to continue into the foreseeable future, which may create opportunities for us but may also create competitive and margin pressures. We are starting to see some other online gaming operators rationalize their marketing spend in North American jurisdictions, although their marketing spend may vary by quarter depending on, among other things, sports calendars, new market launches and prior commitments.

Liquidity and Capital Resources

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations. Our current working capital needs relate mainly to supporting our existing businesses, the growth of these businesses in their existing markets and their expansion into other geographic regions, as well as our personnel’s compensation and benefits.

We had $147.3 million in cash and cash equivalents as of March 31, 2023 (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products). We intend for the foreseeable future to continue to finance our operations without third-party debt and entirely from operating cash flows, if any.

In connection with the business combination between dMY and RSILP on December 29, 2020 (the “Business Combination”), we executed a Tax Receivable Agreement, dated as of December 29, 2020 (the “TRA”), by and among RSI ASLP, Inc. (the “Special Limited Partner”), Rush Street Interactive, LP (“RSILP”), the sellers in the Business Combination (the “Sellers”) and the Sellers’ representative, which generally provides that the Special Limited Partner pay 85% of certain net tax benefits, if any, that the Company and its consolidated subsidiaries, including the Special Limited Partner, realize (or in certain cases is deemed to realize) as a result of the increases in tax basis and tax benefits related to the transactions contemplated under the agreement governing the Business Combination and the exchange of certain common units in RSILP retained by the Sellers for Class A Common Stock (or cash) and tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. Although the actual timing and amount of any payments made under the TRA will vary, such payments may be significant. Any payments made under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us and, to the extent that payments required under the TRA are unable to be made for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid. To date, no material payments under the TRA have been made, and no material payments or accrued payments thereunder are expected in the near future as payments under the TRA are not owed until the tax benefits generated thereunder are more-likely-than-not to be realized.

We expect our existing cash and cash equivalents and cash flows from operations to be sufficient to fund our operating activities and capital expenditure requirements for at least the next 12 months and thereafter for the foreseeable future. It is possible that we may need additional cash resources due to changed business conditions or other developments, including unanticipated regulatory developments, significant acquisitions, partnerships or marketing initiatives, deteriorating macroeconomic conditions and competitive pressures. We expect our capital expenditures and working capital requirements to continue to increase in the immediate future to support our growth as we seek to expand our offerings across more of North America, Latin America and worldwide, which will require significant investment in our online gaming platform and personnel, in particular in product development, engineering and operations roles. We also expect to increase our marketing, advertising and promotional spend in certain existing and new markets, as well as market access fees and license costs as we continue to enter into new market access arrangements with local partners in new jurisdictions. In particular, we are party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnerships, pursuant to which we are obligated to make future minimum payments under the non-cancelable terms of these contracts. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to

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seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in new product or service launches and related marketing initiatives or to scale back our existing operations, which could have an adverse impact on our business and financial prospects.

We expect our material cash requirements during the upcoming 12-month period to include $17.8 million of non-cancellable purchase obligations with marketing vendors, $3.2 million of license and market access fees, and $1.0 million of lease payments. In addition, we will continue to strategically pursue expansion into new markets, which is expected to require significant capital investments. We have $58.6 million of additional non-cancellable purchase obligations including obligations with marketing vendors, for license and market access fees and for lease payments subsequent to the upcoming 12-month period. Management believes our current cash holdings and, if necessary or desirable, various avenues available to pursue funding in the capital markets will suffice to fund these obligations.

As of March 31, 2023 and December 31, 2022, we had no off-balance sheet arrangements.

Debt

As of March 31, 2023, we had no debt outstanding. We have an outstanding letter of credit for $1.7 million in connection with our operations in Colombia, for which no amounts have been drawn as of March 31, 2023.

Cash Flows

The following table shows our cash flows from operating activities, investing activities and financing activities for the three months ended March 31, 2023 and 2022:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Net cash used in operating activities	$	(24,276)	$	(37,007)
Net cash used in investing activities	(6,467)		(3,372)
Net cash used in financing activities	(24)		(432)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	283		1,491
Net change in cash, cash equivalents and restricted cash	$	(30,484)	$	(39,320)

Operating activities. Net cash used in operating activities for the three months ended March 31, 2023 decreased by $12.7 million to $24.3 million, as compared to $37.0 million during the same period in 2022. The decrease reflects a lower period-over-period net loss totaling $27.8 million and increased non-cash expenses of $7.3 million, which was partially offset by an increase in working capital totaling $22.7 million. The increase in non-cash expenses was driven primarily by share-based compensation expense totaling $3.7 million, additional depreciation and amortization totaling $3.0 million and write-offs of long-lived assets totaling $0.6 million.

Investing activities. Net cash used in investing activities for the three months ended March 31, 2023 increased by $3.1 million to $6.5 million, as compared to $3.4 million during the same period in 2022. The increase reflects higher period-over-period cash paid for internally developed software costs totaling $4.4 million and an increase in cash paid for the development of media content totaling $0.2 million, which was partially offset by less cash paid for the acquisition of gaming licenses totaling $0.8 million and property and equipment purchases totaling $0.7 million.

Financing activities. Net cash used in financing activities for the three months ended March 31, 2023 was less than $0.1 million as compared to $0.4 million during the same period in 2022. The period-over-period difference reflects lower principal payments of finance lease liabilities totaling $0.4 million.

Critical Accounting Policies and Estimates

We have prepared our unaudited condensed consolidated financial statements in accordance with GAAP. In doing so, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses during the reporting period. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. Management has discussed the development, selection and disclosure of these estimates and assumptions with the Audit Committee of the Board.

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There were no material changes during the quarter ended March 31, 2023, to the critical accounting policies and estimates discussed in our Annual Report. For a more complete discussion of our critical accounting policies and estimates, refer to our Annual Report.

Emerging Growth Company Accounting Election

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of this extended transition period. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

We operate primarily in United States, Canada and Latin America. As such, we have been exposed in the past and may in the future be exposed to certain market risks, including interest rate, foreign currency exchange and inflation risks, in the ordinary course of our business. Currently, these risks are not material to our financial condition or results of operations, but they may be in the future.

Interest Rate Risk

As of March 31, 2023, we had cash, cash equivalents and restricted cash of $175.6 million, which consisted primarily of bank deposits and money market funds. Such interest-earning instruments carry a degree of interest rate risk; however, due to the relatively short-term nature of these instruments, historical fluctuations of interest income have not been significant. The primary objective of our investment activities are to preserve principal and provide liquidity without significantly increasing risk. A 10% increase or decrease in the interest rates of these interest-earning instruments would not have a material effect on our unaudited condensed consolidated financial statements for the three months ended March 31, 2023.

Foreign Currency Exchange Rate Risk

We have been exposed to foreign currency exchange risk related to our transactions in currencies other than the U.S. Dollar, which is our reporting and functional currency for a majority of our operations. We seek to naturally hedge our foreign exchange transaction exposure by matching the transaction currencies for our cash inflows and outflows. Currently, we do not otherwise hedge our foreign exchange exposure but may consider doing so in the future. Our foreign currency exposure is primarily with respect to the Colombian Peso, the Canadian Dollar, and the Mexican Peso. Markets with a functional currency other than the U.S. Dollar accounted for less than 20% and 10% of our revenue for the three months ended March 31, 2023 and 2022, respectively. A 10% increase or decrease in the value of these currencies compared to the U.S. Dollar would not have a material effect on our unaudited condensed consolidated financial statements for the three months ended March 31, 2023.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations as of and for the three months ended March 31, 2023. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and operating results. In addition, our customers may experience inflationary pressures and rising costs. This could result in our customers having less disposable income, and thus they may reduce their spending on discretionary entertainment activities such as our products and services. Such a reduction in spending by our customers could harm our business, financial condition, revenues and operating results.

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Item 4.    Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in reports that are filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the SEC. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2023.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings.

From time to time we become involved in legal proceedings concerning matters arising in connection with the conduct of our business activities. These proceedings may be at varying stages, and many of these proceedings may seek an indeterminate amount of damages. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or an additional loss may have been incurred and to determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible loss can be made.

In our opinion, the amount of ultimate liability with respect to any of these actions is unlikely to materially affect our financial condition, results of operations or liquidity, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

Item 1A.    Risk Factors

There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in our Annual Report.

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Item 6.    Exhibits.

The following exhibits are being filed or furnished, as applicable, herewith:

Exhibit Number	Description
2.1	Amended and Restated Business Combination Agreement, dated as of October 9, 2020, by and among the Company, RSILP, Sellers, Sponsor and Rush Street Interactive GP, LLC (incorporated by reference to Exhibit 2.1 of the Company’s 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 the Company, RSILP, Sellers, Sponsor and Rush Street Interactive GP, LLC (incorporated by reference to Annex A-2 to Company’s Preliminary Proxy Statement filed with the SEC on December 4, 2020).
10.1§*	Business Consulting Agreement dated October 28, 2015, by RSILP and an entity owned and controlled by Einar Roosileht.
31.1*	Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase.
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

_____________________________________

*	Filed herewith.
**	This exhibit is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
§	A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv). The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

32

SIGNATURES

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 thereunto duly authorized.

	RUSH STREET INTERACTIVE, INC.
May 4, 2023	By:	/s/ Kyle Sauers
		Kyle Sauers
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

33

EX-10.1

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted. 8 SJ ESS CO SUL Tl G AGREEME T Tl IIS BUSINESS CONSULTING AGRl-,t::MENl (this ··Agreement") is made and entered into as of October 28th• 2015 (the ··Effective Date"). b) and bctv.een Ruc;h Street Interactive LLC. a Dela\,are limited liability company.[***] an Estonian private limited company (hereinafter referred to as the ··Consultant"). I. Consulting Services. (a) During the term of this Agreement, Consultant shall perform services for and on behalf of Rush Street Interactive LLC and/or its affiliated entities (individual!) and collectivcl) hereinafter referred to as "Com pan)") described in Exhibit A hereto (the "�en ices·· ) or any additional !>latcmcnts of "'ork entered into by the parties. Consultant may not delegate or subcontract any services\\ ithout the prior \Hillen consent of Company. For purposes of this Agreement. ··sen ices .. refers to all consulting !>en ices pro, ided b) Consultant. (b) In connection v. ith the Services. Consultant shall (i) provide the Services requested b) Company as denoted herein; and (ii) travel 10 such locations at such times as are reasonabl)' requested by Compan). 2. Compensation. For successful provision of the Services. the Company shall pay Consultant the amounts set forth on Cxhibit A. Compem,ation will be paid after submission of im,oices b) Consuhant including timcsheets and such other infonnation as the C'ompan) reasonably requests. 3. 1 enn. 1 hb Agreement shall be cfTccth e as of the 1-llccti\-e Date and shall continue until the termination of the engagement b) Consultant or Com pan) pursuant to the tcnns of this Agreement. 4. l a:,.es. Consultant ackno" ledge:. and agrees that neither the Compan) nor an) of its affiliates \\-ill make federal. state or local tax or employment insurance, social securit) withholdings from the compensation set forth above. Consultant shall repor1 and pay an) contributions for taxes. unemplo)ment insurance. social sccurit) and other cqui\'alcnt bencfib (collecti, ely. "laxes"). Consultant shall indemnify, defend and hold the Company and its affiliates harmless from and against any and all liabilities, obligations. claim�. penalties. fines or losses. including attorne) ·s fees and costs. resulting from or in an) v.a} related to Consultant's failure to pa) an) faxes. Consultant further acknowledges and agrees that Consultant b not entitled to or eligible to participate in any of the Compan) ·s or its atliliatcs· life, disabilir,v. health and dental insurance programs. 40 I (k) plans. vacation benefits or other benefits availablt: to emplo)ee� of the Compan) or its affiliates. 5. Termination. The Compan) may terminate this agreement on 30 days· written notice to Consultant at an) time with or without cause in the sole discretion of the Compan). Consultant ma) terminate thi� Agreement on 90 da)s· \Hillen notice to the Compan) \\hich time period may be shortened in the !>Ole discretion of the Com pan). 6. Independent Contractor. 1 his Agreement shall not constitute an employer- employee relationship. It i s the intention of the partie::. that Con�ultant shall be at all times an ...

independent contractor of the Company. Consultant shall not ha,e any authorit) to act as the agent of the Company and shall not have the authority to, and shall not. bind the Company or any of its affiliates to any agreements or obligations with a third party except as otherwise authorized h) the Company. Subject to the express provisions herein, the manner and means utilized by Consultant in the performance of its services hereunder shal I be under the sole control of Consultant. 7. Proprietary Information. (a) De.fini1ion <f Proprietary In.formation. For purpose5 of this Agreement. .. Proprietary Information·• means all information relating to the Company and its affiliates heretofore or hereafter acquired. developed or used during the term of Consultant's engagement and which is not otherwise generally available to the public. including without limitation, all information in any application or submission made to a Gaming Board (defined below) as \.\ell as information related to the Company and/or its technology, strategy. afliliates· operations, performance. product development and marketing plans, security and loss control systems and internal controls. gaming customer databases and player identification systems, accounting information and financial records (including benchmarks and formulas). husiness plans. key personnel, clients and customers, vendors. suppliers. distributors and consultants. pricing information. advertising, branding. and promotional materials. development plans. training programs (including manuals. handbooks, video and audio tapes or files). and other documents or media that contain the Company's and/or its affiliates· trade secrets or proprietary information. Confidential Information also includes sensitive and proprietary information provided to the Company and/or its alliliates by clients. customers. vendors. regulators and other Stakeholders (as defined below). including certain information that is shared with Company and/or its afliliates in confidence. Consultant acknowledges that Proprietary Information is a �pecial and valuable asset that is developed, protected and owned b) the Compan). is regularly used in the planning and operation of Company's and/or its affiliates· business and is the subject of adequate measures. including without limitation. this Agreement and Company and/or its affiliates policies and other measures. to protect its confidentiality. The patties acknov,ledge that Proprietary lnfonnation can exist in any form. including ordl or wri11en statements. infonnation remembered. stored electronically and/or embodied in objects or processes. (h) Non-Disc:losure. During the term of Consultant's engagement as a consultant for the Com pan) and thereafter. Consultant will not use. except for the benefit of the Company, and shall not disclose to any third party any Proprietary Information except as necessar) to perfonn its responsibilities for the Company and in each case pursuant to confidential it) agreements at least as protective of such information as this Agreement. Consultant further acknowledges that as between the Company and Consultant all Proprietary Information. and all improvements or modifications thereto. is and shall be O\.\ ned cxclusi, ely b) the Company. Consultant agrees to at all times exercise all diligent precautions to protect the integrit) of an) and all documents embodying Proprietary lnfonnation and. upon termination of the engagement for any reason. to promptly deliver to the Compan) the originals and copies of all Proprietary Information and all other documents or materials in Consultant's possession that relate to the Compan) or Consultant"s engagement b) the Compan) and an) services Consultant has provided to an) other t:ntity affiliated with the Company. Consultant further agrees to maintain the integrit} of all electronicall) or magneticall) stored information and agrees not to - 2 -

alter. delete, damage or othcr"'ise destroy such information bc:fore returning it to the Company either during the engagement or after the termination of the engagement. Consultant further agrees to refrain from disclosing the existence of this Agreement or any relationship between Consultant and Company without the prior •Mitten consent of Company. (c) Former Employer Information. Consultant represents that its performance of all provisions of this Agreement will not breach an) agreement or other obligation to keep in confidence proprietary or confidential information known to Consultant before or after the commencement of its performance of services for the Company. Consultant will not disclose to the Company. use in the performance of its work for the Company. or induce the Company Lo use, any Inventions (as defined below). confidential or proprietar) information. or other material in violation of any obligation of confidentiality to any third party or in violation of such party's proprietar) rights. (d) Third Party information. Consultant understands that the Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on the Company's part to maintain the confidentiality of such information ( .. Third Part, Information") and to use it only for certain limited purposes. Third Party Information will be considered Proprietary Information of the Company and Consultant will hold all such Third Party Information in confidence and not disclose it to any person. firm or corporation or use it except as necessary in carrying out its work for the Company consistent with the Company's agreement "'ith such third party. (e) Unauthorized Use or Disclosure. Consultant �hall promptly notify the Company if he learns of any possible unauthorized use or disclosure of Proprietary Information and shall cooperate fully with the Company to enforce its rights in such infonnation. 8. Inventions. (a) Definitions of Inventions and ( ·011s11/tant Inventions. For purposes of this Agreement. .. Inventions .. means all inventions. methods, processes. works of authorship, ideas. concepts. knO\\ •how. and trade secrets, whether or not patentable or registrable under copyright or similar laws. including: software (in any form including source code and object code). algorithms. application programming interfaces (APls), technical and business data. databases and data collections, designs, diagrams. documentation. Records (as defined below). drawings. flow charts. materials. development plans. designs and brand elements. net"'ork conligurations and architectures, procedures, protocols, specifications. subroutines. techniques. tools. user interfaces, developments and deri, ative works with respect to any of the foregoing. and an) other forms of technology. For purposes of this Agreement. ·'Consultant Inventions'' means an) and all Inventions that Consultant conceives, makes. or reduces to specific form. either alone or jointly,.,, ith others. whether or not\\ ithin the scope of Sen ices provided to the Company, and "'hich relate to. result from or are suggested by any activities of the Compan) to v,hich Consultant was assigned. exposed or had access to during the tem1 of Consultant's engagement v,:ith the Company." hich Consultant Inventions arc created during the term or this Agreement or. to the extent resulting from or related to the Services provided under this Agrl.!cment or the Company's business activities. \\ithin one year following the tennination of the Agreement. . 3 . �---- ts

(b) Works Made For Hire; Assignmenr of Inventions. Consultant agrees that all Consultant Inventions that contain copyrightable subject mailer are works made for hire for Company under the copyright laws of the United States or analogous provisions of applicable foreign laws. In the event that any such Consultant Invention does not contain copyrightable subject matter or for any reason cannot legally be a work made for hire. then Consultant hereby assigns and transfers all right. title and interest to said Consultant Invention to Company. The foregoing assignments shall be effective as of the date of creation of any applicable Consultant Invention without requirement of additional action or documentation by the Company or Consultant. provided, however. that the foregoing shall in no way diminish Consultant"s obligations under Section 8(t) below. For the avoidance of doubt. Consultant hereby also assigns to Company or waives any so-called ··moral rights·· or ··droit moral" in the Consultant Inventions. to the extent permitted by law. Consultant represents. warrants. and covenants that. with the exception of the materials provided to Consultant by Company for use in prov iding the Serv ices. the Consultant Inventions are and " il l be the original creation of Consultant and are and wi l l not be the product of the copying of the property or creation of any third party. Consultant represents. warrants. and covenants that it has obtained and wil l obtain wrillen assignments from al l independent contractors, subcontractors and co-developers of any rights they may have in any of the Consultant Inventions. Consultant represents. warrants. and covenants that Consultant did not transfer. and wi l l not transfer. any right or interest in any Consultant Invention ( including without l imitation a l icense) to any third party. (c ) Disclosure <?f Inventions. Consultant wil l prompt!)' disclose to the Company al l Consultant Inventions. In addition. Consultant wi l l promptly disclose to the Company all I nventions that Consultant conceives. makes. or reduces to specific fom1. either alone or jointly with others. during the term of its engagement with the Company. (d) Certain Prior Invention.\. The term ·'Prior Inventions .. shall mean any Inventions which Consultant has. alone or jointly with others. conceived. developed or reduced to spec ific form or caused to be conceived. developed or reduced to specific form prior to the commencement of the term of this Agreement that relates to the current or planned conduct of the Company. Without limiting Consultant"s obl igations under Section 7(c) or the representations under Section 9. if Consultant uses a Prior Invention in the course of its performance of Sen ices for the Company or incorporates a Prior Invention in any product. service or other offering of the Company (" hich. in each instance. Consultant may do only upon Company's prior " rilten approval), Consultant hereby grants Company a non-exclusive, ro�alty­ frce, paid-up. perpetual and irrevocable. worldwide right to make, use. sell. import. reproduce. distribute. modify. display, perform and sublicense such Prior Invention for the purpose of developing. manufacturing. market ing, selling. suppot1ing. and distributing Company products. services. and other Compan) offerings world" ide either directly or through multiple tiers of distribution. (e) Records. Consultant ,.., ill keep and maintain adequate and cum:nt written records -., ith respect to all Consultant Inventions ("Records .. ). The records ma) be in the form of notes. sketches. drawings. no" charts. electronic data or recordings. notebooks. and any other format. The records \\ i l l be a, ailable to and remain the sole propet1y of the Company at all times. - 4 -

(f) Assistance. Consultant ,.., i l l take al l actions requested by the Compan) and to other.vise cooperate with and assist the Company or its designee as necessary to obtain. perfect and enforce the Company· s rights in the Consultant Inventions. including an) proprietary rights relating thereto, in any and al l countries. including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of applications, specifications. oaths. assignments. rccordations. and other instruments (collecti,ely. ·'Instruments . . ) which the Compan) shall deem necessary in order to apply for. obtain. perfect. maintain, enforce. l icense or transfer such rights and in order to assign and convey to the Company. its successors. assigns and designees the sole and exclusive right. title and interest in and to the Consultant Inventions. including any proprietary rights relating thereto. Consultant" s obligation to cooperate \\ ith the Company and to execute I nstruments as described in this section shall continue afler the termination of the Agreement for any reason and the Compan) shall compensate Consultant at a reasonable rate for the time actual ly spent at the Company" s request with respect to such cooperation after the termination of the Agreement. Consultant hereby irrerncably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney in fact. to act for an<l on its behalf to execute and file any Instruments and to do all other lawful I) permitted acts to further the application for. registration. prosecution, perfection, issuance. maintenance or transfer of patents. copyrights. and other proprietary rights �ith the same legal force and effect as i f originally executed by Consultant, which designation the Company shall exercise if the Company is unable because of mental or physical incapacity. unavailability. or other reason to secure its signature on any instrument as described in this section. Consultant hereby v, ai, es and i rrevocably assigns to the Company any and all claims which Consultant now or hereafter has for infringement of any and al I proprietar) rights assigned to the Company under this Agreement. 9. Additional Representations and Warranties of Consultant. Consultant hereby represents and warrants that: (a) The Services wi l l be ofa professional quality confonning to generally accepted industry standards and practices. and performed in a timely manner in accordance with the tenns and conditions of this Agreement. (b) Consultant is not obligated under any consulting agreement. employment agreement. or other agreement or obligation that confl icts ,, ith. or would pre, ent Consultant from ful l y performing its obligations under. this Agreement. including without l imitation its obligation to assign a l l rights to al l Consultant Inventions to the Company pursuant to Section 8(b ), and he w i II not enter into any such agreement or obi igation during the period of its engagement by the Company: ( c ) The execution and deliver) of and the compliance " ith this /\greement b) Consultant ,, i l l not result in a material confl ict "' ith or breach of an� agreement or instrument to \\h ich Consultant is a party or may be bound. including any agreement limiting the use or disclosure of proprietary infonnation acquired prior to its engagement b} the Com pan) : (d) Consultant is not aware of an) reason that he wi l l not be able to time I) obtain and maintain al l permits or l icenses ( i f an) ) required b) the statutes. rules and regulations - 5 - t;

governing gaming in jurisdictions ,.,,here the Company does or ma:r do busines� (col lecrively. the ··Gaming Lav. s"): (c) Consultant is not a\rnrc of an) action. imestigalion. or proceeding pending or threatened, or any basis for any of the foregoing. involving prior employment or engagements for third parties as an independent contractor. or use of an:r infonnation or Inventions of any funner employer or third party; (f) At the time oftcnnination of Consultant"s engagement by the Compan.i-. Consultant will deliver to the Com pan) (and "i I I not keep in its posscc;sion. repr<'lduce or deli, er to an) third part)) an) and all Proprietar) Information. Inventions (including Consultant Inventions). Records. and other documents or property. or reproductions of an) of the foregoing that belong to the Compan). Consultant ad.nov.-ledges that an) property situated on the Company's premises and owned by the Company. including disks and other storage media. Ii ling cabinets or other \\Ork areas. is subject 10 impection h) Compan) per,;onnel at any time ,..,ith or without notice: and (g) In the event of the termination of the Agreement. Consultant hereby consents to notification b) the Company to an) party for "horn Consultant pro, ides services about the Cornpan) ·s rights and Consultant's obligations under this agreement. I 0. , otices. Any notice. request. demand or other communication required or permitted hereunder shall be deemed to be properl)' gi1,cn \\hen personally scncd in writing or ,,.hen deposited in the United States mail. postage prepaid. addressed to the othcr part) at the address provided belo\\. Either part) may change its address b) •Mitten notice made in accordance "ith this section. l f to the Compan): Rush Street lntcracti \.e I.LC 900 1'<. Michigan A,enue Suite 1 600 Chicago. II 6061 1 Attn: Richard Sch\\artL With a cop) to: Rush treet lnteraeti, e I.LC 900 1• Michigan Avenue �uite 1 600 Chicago. IL 606 1 1 Attn: ["**] lf to Consultant: I he address set forth on 1-.l\.hibit A. 1 1 . Indemnification. C. onsultant shall indernnif� and hold hannless the Compan�. its affiliates and each of their respective partners. mcmbers, manager:. shard1olders. directors, oflicers. emplo)ees. and agents. as ,..,ell as their personal represt:ntati,cs. hcirc;, -,ucccssors and - 6 -

assigns. and each of them, from and against any and al l claims. liabilities. losses, demands. penalties. fines, suits. judgments. seulements. damages. costs and expenses (including w ithout lim itation reasonable attomey"s fees) incurred by Company. its afliliates or any such person or entity, arising out of or related to any act or omission of Consultant in connection \\ ith the duties hereunder or the failure, breach or default by Consultant of any of the representations. warranties. covenants or other agreements of Consultant contained in this Agreement. 1 2. Non-Solicitation and Non-Disparagement. (a) During Consultant ·s engagement with the Company and for a period of twelve months thereafter. Consultant shall not. either directly or indirectly. for Consultant or on behalf of any other person or entity: ( i ) communicate with. induce, entice. �olicit, or contact any of the Company" s and/or its afli l iates· cl ients. customers ( including without l imitation anyone tracked in an affiliates· player identification systems). investors. advisors, representative�. directors. consultants, independent contractors. vendors or individuals or entities approached b) the Company during the tenn of the Agreement to potentially become any of the foregoing (each, a ··Stakeholder"') in any manner that is intended to or is reasonably likely to have the effect of being detrimental to the Company's and/or its affil iates· interests, including without l imitation any attempt to get any Stakeholder to cease doing business with the Company and/or an af1il iate or to patronize or do business \\- ith any casino or gaming establ ishment (online or othen .. 1ise) other than a casino affi l iated with the Company: ( i i ) canvass. request. advise or induce any individual or entity. including any Stakeholder, to withdraY.. curtail or cancel its relationship. business. employment or customer relationship with the Company and/or its affi l iates: or (i i i ) employ. hire. retain. allempt to hire or otherwise engage the sen ices of. solicit for the sake of hiring. or otherwise retain the services of any employee. consultant, contractor. investor. advisor. agent. representative. member. manager. or director of the Company and/or its aflil iates who has served as an employee of or othern ise provided an) ad" ice or service to the Company and/or its affi liates during Consultant·s engagement by the Company or at any time within six months of the date of an) action by or of Consultant that violates this Agreement. (b) Each part) agrees not to make statements or take actions that disparage or are reasonably likely to have the effect of disparaging or being detrimental to the other part) . or the other part) · s afli liates. including without lim itation b) making statements to the media or press. on publicall) accessible internet sites or in any other public forum. 1 3 . Remedies. Consultant acknoY.. ledges and agrees that breach of this Agreement shall entitle the Company to any relief available to it in law or in equit). including " ithout l imitation the right to seek relief in court to enforce this Agreement. Consultant understands and acknowledges that the Company and/or its affil iates would be irreparably injured by Consultant"s breach of this Agreement. Consultant agrees a breach of this Agreement Y..ould entitle the - 7 -

Company and/or its affi l iates to immediate injunctive relief and such other equitable relief. including without l imitation specific performance of this Agreement, in addition to recovery of any damages, costs, expenses and attorneys· fees. Furthermore. Consultant agrees that Consultant should not be entitled to benefit from any breach of any of the restrictions in this Agreement. 14 . Reasonable Restrictions and Remedies. Consultant acknowledges that the scope and duration of the restrictions and covenants in this Agreement are reasonable and fair. As such. if a court detennines that any restrictive covenant in this Agreement is vague. overbroad, or unenforceable in any respect, the court is expressly authorized by Consultant and the Company to enforce the covenant or restriction to the greatest extent it deems appropriate and may modif) such co, enant or restriction accordingly. 1 5. Agreement. The parties agree that this Agreement was made and entered into in Chicago, I l linois and that the la\.\ S of the State of I l linois shall govern this Agreement. without regard to conflict of laws principles. Jurisdiction and venue are lim ited in any proceeding by the Compan) or Consultant arising from. related to. or to enforce or dispute their rights under this Agreement to any court geographically located in Chicago. I l l inois with said courts to have exclusive. irrevocable jurisdiction and venue over such matters. Consultant hereby waives any objections to the jurisdiction and venue of the courts in or for Chicago. 1 l l inois including any objection to personal jurisdiction. venue. and/or forum non-conveniens. " hether under any agreement signed on a date prior to the date of this Agreement that provides for a different venue or jurisdiction or otherwise. 1 6. Compliance with Gaming La\\S. Consultant hereby acknowledges that this Agreement and the underlying engagement is subject to the Gaming Laws. and may be disclosed to and subject to approval of an) regulatory body that oversees gaming activities with jurisdiction or that may in the future have jurisdiction over the Company (each, a "Gaming Board''). Consultant represents and warrants that he is and wi l l continue to be throughout the term of this Agreement suitable to conduct business \\ ith the Company. Consultant agrees to provide Company (or any designated agent of the Company) and each Gaming Board with such background infonnation and documentation as is requested hy the Company and1or a Gaming Board, and lo submit to any investigation to determine that Consultant is suitable lo conduct business with Company. Consultant agrees to compl) "'ith all Gaming Laws and to assist Com pan), as necessary, i n comp I) ing with the Gaming Laws. Consultant agrees that Com pan) may immediately terminate this Agreement, in whole or in part. without liability on the pa,1 of Compan) or an) qualified party to this Agreement or any related agreement. if a Gaming Board disappro, es of this Agreement or any part hereof or if Com pan) detennines. in its good faith opinion. that Consultant is not suitable to conduct business " ith the Company. 1 7. Assignment. Any attempt by Consultant to assign an) rights. duties or obl igations that arise under this Agreement \\ ithout the prior ,uitten consent of the Compan) shall be null and ,oid ab initio and shall constitute a breach of the tenns of this Agreement. 1 8. Entire Agreement: Modification. 1 his Agreement constitutes the entire agreement between the Compan) and Consultant. No promises. guarantees. inducements or agreements. oral or \.\ rillen. express or impl ied. have been made regarding the provision of any - 8 -

sen, icc::s. other than as contained in this Agreement. This Agreement can be modi lied only in writing signed by both parties hereto. 19. Scverahilit)'. I n the event of the invalidity or unenforceability of any one or more of the provisions of this Agreement, such i l legality or uncnforceability shall not affect the , al id it) or enlorceabilit) of the other pro, isions hereof. and such other prO\ is ions shall be deemed to remain in full force and effect. 20. Continuing Effect. Sections 4 through 21 !>hall sun he the expiration or the tennination of obligations of each part) 10 the other. 2 1 . Execution in Counterparts. This Agreement ma) be executed in one or more counterparts. each of which shall be deemed to be an original. but all of which LOgether shall constitute one and the same instrument. This Agreement. to the extent delivered by means of a facsimile machine or electronic mail. shall be treated in all manner and respects as an original agreement or in!.trument and shall be considered to have the same binding legal effect as if it ,.,.ere the original signed version thereof delivered i n person. IN WITNESS WHERFOF. the parties have executed this /\greement effccti,c as of the date first written above. Rush . c LLC 8): Nam' Title: President [***] ; __ �-. 1.1rr 8): �- .£�-� Name: Einar Roo�ildll Title: Director • l) -

Exhibit A I . Services & Deliverables. Consultant wil l oversee and advise on technology development projects undertaken b) the Company's development organization in Estonia and certain third party contractors as specified by Company from time-to-time. Consultant wil l also provide deliverables consisting of materials and other \\Ork product related to the Services as specified by Company from time-to-time (·'Deliverables'"). 2 . Change Orders. No changes or revisions to this Exhibit (or a Deliverable previously specified by Company under this Exhibit) ma) be made unless agreed to by both Parties in writing. If either Party believes that a change to this Exhibit or a Deliverable is necessary or desirable, such Part) shall submit a written change request to the other Party (a "'Change Request''). The Party receiv ing a Change Request shall have five (5) Business Days to respond to the Change Request in writing ( a "Change Response") unless the Parties agree in writing to a different time period for a particular Change Response. Each Party shall make its Change Requests and Change Responses as detailed as possible. Change Responses from Consultant wi l l describe the anticipated effect of the Change Request on each element of this Exhibit (or the at-issue Deliverable) and any addition or reduction in costs and Fees. if any. to implement the Change Request. I f the Party making the Change Request accepts the Change Response. it shall be deemed to be a ··Change Order", and it shall become part of this Exhibit (or the at-issue Deliverable). If the Party that made the Change Request does not accept the Change Response, the Parties wil l negotiate in good faith to resolve their disagreement. during which time. all Services not impacted by the disputed Change Request shall continue \\ ithout interruption. 3. Conduct of Acceptance Test. On a calendar quarterly basis during the Term, Compan)' shall review the Services perfonned and Deliverables produced b) Consultant for compliance with Consultant's obligations under this Agreement. Company's reasonable business expectations. and conformance to any specifications and Deliverable completion mi lestones previously provided by Company (collectively "Acceptance Criteria''). Company shall report the results of each such revie,\ to Consultant. I f the reviewed Services and Deliverables meet the Acceptance Criteria, as determined b) Company in its sole discretion. then Company shall notify Consultant of it5 acceptance of such Serv ices and Deliverables (''Acceptance·· or "Accepted"). In the event that Company determines, in its sole discretion. that any Service or Deliverable fails to meet an applicable Acceptance Criteria. Consultant shall. where practicable. deliver a re-.ised version of the deficient Deliverable or re-perform the deficient Service until Acceptance is achieved. 4. Compensation. Corn pan) shall pa) f I 0.000 to Consultant on a calendar month I) basis (the "Consu lting Fees"); provided that, in the event an) Deliverable submitted or Sen ice perfonned b) Company is not Accepted on initial revie,\ b) Compan) . Compan) may. in its sole discretion. reduce the Consulting Fees for the immediately subsequent calendar quarter by up to ten percent ( I 0%). Compensation wil l be paid after submission of im oices by Consultant including timesheets and such other information as the Company reasonably requests. > LL<.iAI I �3756H62 2

5. Address for Notices. _(***] [***] -[***] =[***} - - Phone: _(***] Email : _ [***] - I I -

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Richard Schwartz, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Rush Street Interactive, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2023
	/s/ Richard Schwartz
	Richard Schwartz
	Chief Executive Officer and Director
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kyle Sauers, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Rush Street Interactive, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2023
	/s/ Kyle Sauers
	Kyle Sauers
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Richard Schwartz, Chief Executive Officer and Director of Rush Street Interactive, Inc. (the “Company”), hereby certify, that, to my knowledge:

1.The Quarterly Report on Form 10-Q for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 4, 2023
	/s/ Richard Schwartz
	Richard Schwartz
	Chief Executive Officer and Director
	(Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Kyle Sauers, Chief Financial Officer of Rush Street Interactive, Inc. (the “Company”), hereby certify, that, to my knowledge:

1.The Quarterly Report on Form 10-Q for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 4, 2023
	/s/ Kyle Sauers
	Kyle Sauers
	Chief Financial Officer
	(Principal Financial Officer)

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	May 03, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39232
Entity Registrant Name	Rush Street Interactive, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-3626708
Entity Address, Address Line One	900 N. Michigan Avenue
Entity Address, Address Line Two	Suite 950
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60611
City Area Code	773
Local Phone Number	893-5855
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	RSI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001793659
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		67,334,424
Class V Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		154,455,584

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 147,289	$ 179,723
Restricted cash	28,308	26,358
Players’ receivables	8,113	11,174
Due from affiliates	28,754	35,904
Prepaid expenses and other current assets	15,441	11,312
Total current assets	227,905	264,471
Intangible assets, net	75,775	69,025
Property and equipment, net	9,035	9,764
Operating lease assets	1,464	1,852
Other assets	5,111	5,234
Total assets	319,290	350,346
Current liabilities
Accounts payable	17,759	29,803
Accrued expenses	61,165	64,903
Players’ liabilities	41,673	42,512
Current deferred royalty liabilities	2,010	1,526
Current operating lease liabilities	666	722
Other current liabilities	6,680	4,479
Total current liabilities	129,953	143,945
Non-current deferred royalty liabilities	13,685	14,106
Non-current operating lease liabilities	841	1,177
Other non-current liabilities	418	244
Total liabilities	144,897	159,472
Commitments and contingencies
Stockholders’ equity
Additional paid-in capital	181,578	177,683
Accumulated other comprehensive loss	(1,594)	(1,648)
Accumulated deficit	(127,272)	(120,012)
Total stockholders’ equity attributable to Rush Street Interactive, Inc.	52,734	56,045
Non-controlling interests	121,659	134,829
Total stockholders’ equity	174,393	190,874
Total liabilities and stockholders’ equity	319,290	350,346
Class A Common Stock
Stockholders’ equity
Common stock value	7	6
Class V Common Stock
Stockholders’ equity
Common stock value	$ 15	$ 16

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Class A Common Stock
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	750,000,000	750,000,000
Common stock, issued (in shares)	67,314,375	65,111,616
Common stock, outstanding (in shares)	67,314,375	65,111,616
Class V Common Stock
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (in shares)	154,455,584	155,955,584
Common stock, outstanding (in shares)	154,455,584	155,955,584

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue	$ 162,361	$ 134,938
Operating costs and expenses
Costs of revenue	107,154	99,858
Advertising and promotions	49,940	66,849
General administration and other	21,592	15,540
Depreciation and amortization	5,755	2,737
Total operating costs and expenses	184,441	184,984
Loss from operations	(22,080)	(50,046)
Other income (expenses)
Interest income (expense), net	380	(222)
Loss before income taxes	(21,700)	(50,268)
Income tax expense	2,800	2,002
Net loss	(24,500)	(52,270)
Net loss attributable to non-controlling interests	(17,240)	(37,573)
Net loss attributable to Rush Street Interactive, Inc.	$ (7,260)	$ (14,697)
Net loss per common share attributable to Rush Street Interactive, Inc. - diluted (in dollars per share)	$ (0.11)	$ (0.24)
Net loss per common share attributable to Rush Street Interactive, Inc - basic (in dollars per share)	$ (0.11)	$ (0.24)
Weighted average number of shares outstanding - diluted (in shares)	65,260,064	61,800,359
Weighted average common shares outstanding - basic (in shares)	65,260,064	61,800,359

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (24,500)	$ (52,270)
Other comprehensive loss
Foreign currency translation adjustment	344	1,514
Comprehensive loss	(24,156)	(50,756)
Comprehensive loss attributable to non-controlling interests	(16,997)	(36,485)
Comprehensive loss attributable to Rush Street Interactive, Inc.	$ (7,159)	$ (14,271)

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total Stockholders’ Equity Attributable To RSI	Non- Controlling Interests	Class A Common Stock Common Stock	Class V Common Stock Common Stock
Beginning balance (in shares) at Dec. 31, 2021							61,118,406	158,702,329
Beginning balance at Dec. 31, 2021	$ 307,701	$ 167,270	$ (475)	$ (81,381)	$ 85,436	$ 222,265	$ 6	$ 16
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	3,937	1,145			1,145	2,792
Foreign currency translation adjustment	1,514		426		426	1,088
Issuance of Class A Common Stock upon exercise of Warrants (in shares)							2,808,745	(2,808,745)
Net loss	(52,270)			(14,697)	(14,697)	(37,573)
Allocation of equity and non-controlling interests upon changes in RSILP ownership	0	3,458	(8)		3,450	(3,450)
Ending balance (in shares) at Mar. 31, 2022							63,927,151	155,893,584
Ending balance at Mar. 31, 2022	260,882	171,873	(57)	(96,078)	75,760	185,122	$ 6	$ 16
Beginning balance (in shares) at Dec. 31, 2022							65,111,616	155,955,584
Beginning balance at Dec. 31, 2022	190,874	177,683	(1,648)	(120,012)	56,045	134,829	$ 6	$ 16
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation (in shares)							702,759
Share-based compensation	7,675	2,330			2,330	5,345
Foreign currency translation adjustment	344		101		101	243
Issuance of Class A Common Stock upon exercise of Warrants (in shares)							1,500,000	(1,500,000)
Issuance of Class A Common Stock upon RSILP Unit Exchanges	0						$ 1	$ (1)
Net loss	(24,500)			(7,260)	(7,260)	(17,240)
Allocation of equity and non-controlling interests upon changes in RSILP ownership	0	1,565	(47)		1,518	(1,518)
Ending balance (in shares) at Mar. 31, 2023							67,314,375	154,455,584
Ending balance at Mar. 31, 2023	$ 174,393	$ 181,578	$ (1,594)	$ (127,272)	$ 52,734	$ 121,659	$ 7	$ 15

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss		$ (24,500)	$ (52,270)
Adjustments to reconcile net loss to net cash used in operating activities
Share-based compensation expense		7,675	3,937
Depreciation and amortization expense		5,755	2,737
Deferred income taxes		0	44
Noncash lease expense		161	162
Write off of long-lived assets		613	0
Changes in operating assets and liabilities:
Players’ receivables		3,061	(1,435)
Due from affiliates		7,150	(2,598)
Prepaid expenses and other current assets		(4,129)	(2,491)
Other assets		123	133
Accounts payable		(12,011)	(5,275)
Accrued expenses and other current liabilities		(7,233)	11,078
Players’ liabilities		(839)	9,456
Deferred royalty liabilities		63	(323)
Operating lease liabilities		(165)	(162)
Net cash used in operating activities		(24,276)	(37,007)
Cash flows from investing activities
Purchases of property and equipment		(429)	(1,045)
Acquisition of gaming licenses		(79)	(927)
Internally developed software costs		(5,790)	(1,400)
Media content production costs		(169)	0
Net cash used in investing activities		(6,467)	(3,372)
Cash flows from financing activities
Principal payments of finance lease liabilities		(24)	(432)
Net cash used in financing activities		(24)	(432)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		283	1,491
Net change in cash, cash equivalents and restricted cash		(30,484)	(39,320)
Cash, cash equivalents and restricted cash, at the beginning of the period	[1]	206,081	300,329
Cash, cash equivalents and restricted cash, at the end of the period	[1]	175,597	261,009
Supplemental disclosure of noncash investing and financing activities:
Operating lease assets obtained in exchange for new or modified operating lease liabilities		0	410
Allocation of equity and non-controlling interests upon changes in RSILP ownership		1,518	3,450
Property and equipment purchases in Accounts Payable and Accrued Expenses		146	31
License fee purchases in Accounts Payable and Accrued Expenses		5,880	0
Supplemental disclosure of cash flow information:
Cash paid for income taxes		818	559
Cash paid for interest		$ 224	$ 241

[1] Cash and cash equivalents and Restricted cash are each presented separately on the condensed consolidated balance sheets.

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Description of Business

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Description of Business

Rush Street Interactive, Inc. is a holding company organized under the laws of the State of Delaware and through its main operating subsidiary, Rush Street Interactive, LP and its subsidiaries (collectively, “RSILP”), is a leading online gaming company that provides online casino and sports betting in the U.S., Canadian and Latin American markets. Rush Street Interactive, Inc. and its subsidiaries (including RSILP) are collectively referred to as “RSI” or the “Company.” The Company is headquartered in Chicago, IL.

Impact of COVID-19

COVID-19 significantly impacted RSI’s business. Beyond disruptions in RSI’s normal business operations in prior years, COVID-19 impacted consumer habits and preferences, with some consumers opting to avoid crowded public places such as land-based casinos. In prior years, COVID-19 also impacted sports betting due to the rescheduling, reconfiguring, suspension, postponement and cancellation of sports seasons and sporting events or exclusion of certain players or teams from sporting events, which tended to reduce customers’ use of, and spending on, RSI’s sports betting offerings. A future pandemic may have a similar, material adverse impact on RSI’s business.

The Company’s revenue varies based on sports seasons and sporting events, among other factors, and cancellations, suspensions or alterations resulting from a future pandemic may adversely affect its revenue, possibly materially. However, RSI’s online casino offerings do not rely on sports seasons and sporting events, thus, they may partially offset this adverse impact on revenue.

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Summary of Significant Accounting Policies and Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the applicable regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 2, 2023.

These unaudited condensed consolidated financial statements include the accounts of the Company, its directly and indirectly wholly owned subsidiaries, and all entities in which the Company has a controlling interest. RSI is deemed to have a controlling interest of RSILP through its wholly owned subsidiary RSI GP, LLC (“RSI GP”), which is the sole general partner of RSILP. For consolidated entities that are less than wholly owned, third-party holdings of equity interests are presented as non-controlling interests in the Company’s condensed consolidated balance sheets and condensed consolidated statements of changes in equity. The portion of net earnings attributable to the non-controlling interests is presented as net loss attributable to non-controlling interests and comprehensive loss attributable to non-controlling interests in the Company’s condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss, respectively. All intercompany accounts and transactions have been eliminated upon consolidation.

The Company is organized as an umbrella partnership-C corporation, or UP-C, structure, as a result of the transactions contemplated in the Business Combination Agreement, dated as of July 27, 2020, among RSILP, the sellers set forth on the signature pages thereto (collectively, the “Sellers” and each, a “Seller”), dMY Sponsor, LLC (the “Sponsor”) and Rush Street Interactive GP, LLC (as amended and/or restated from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”). As an UP-C, substantially all of the combined company’s assets are held by RSILP and the Company’s primary assets are its equity interests in RSILP (which are held indirectly through wholly owned subsidiaries of the Company – RSI ASLP, Inc. (the “Special Limited Partner”) and RSI GP). The Company controls RSILP through RSI GP. The non-controlling interest represents the Class A Common Units of RSILP

(“RSILP Units”) held by holders other than the Company. As of March 31, 2023, the Company owned 30.35% of the RSILP Units and the holders of the non-controlling interest owned 69.65% of the RSILP Units.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on the Company’s reported total revenues, expenses, net loss, current assets, total assets, current liabilities, total liabilities, stockholders’ equity, non-controlling interests or cash flows. No reclassifications of prior period balances were material to the unaudited condensed consolidated financial statements.

Interim Unaudited Condensed Consolidated Financial Statements

The accompanying condensed consolidated balance sheet as of March 31, 2023, the condensed consolidated statements of operations, comprehensive loss, changes in equity (deficit) and cash flows for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 was derived from audited financial statements, but may omit certain disclosures required by U.S. GAAP previously disclosed in the most recent annual financial statements. The interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial condition, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year or any future period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the condensed consolidated financial statements relate to and include, but are not limited to: the valuation of share-based awards; long-lived assets and investments in equity; the estimated useful lives of property and equipment, and intangible assets; redemption rate assumptions associated with the Company’s player loyalty program and other discretionary player bonuses; deferred revenue; accrued expenses; determination of the incremental borrowing rate to calculate operating lease liabilities and finance lease liabilities; and deferred taxes and amounts associated with the tax receivable agreement (the “Tax Receivable Agreement”) entered into in connection with the closing of the transactions contemplated in the Business Combination Agreement on December 29, 2020 (the “Closing”).

Intangible Assets, Net

Media content production costs

The Company capitalizes costs associated with the development and production of media content in accordance with Accounting Standards Codification (“ASC”) 350 Intangibles - Goodwill and Other. The asset is recognized in intangible Assets, net in the Company’s unaudited consolidated balance sheet as of March 31, 2023 and is amortized over the estimated useful life of two years.

Foreign Currency Gains and Losses

The financial statements of foreign subsidiaries are translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters, using period-end exchange rates for assets and liabilities, and average exchange rates for the period for revenues, costs and expenses. The U.S. dollar effects that arise from translating the net assets of these subsidiaries at changing rates are recorded in the foreign currency translation adjustment account, which is included in equity as a component of accumulated other comprehensive loss.

If transactions are recorded in a currency other than the subsidiary’s functional currency, remeasurement into the functional currency is required and may result in transaction gains or losses. Transaction gains were $0.4 million for the three months ended March 31, 2023 compared to losses of $0.6 million for the same period in 2022. Amounts are recorded in general administration and other on the Company’s unaudited condensed consolidated statements of operations.

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326). Together with subsequent amendments, this ASU sets forth a “current expected credit loss” model, which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This ASU replaces the existing “incurred loss” model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, available-for-sale debt securities and applies to certain off-balance sheet credit exposures. This ASU is effective for the Company in calendar year 2023. The Company adopted ASU 2016-13 and the subsequent amendments on January 1, 2023, and the adoption did not have a material impact on its condensed consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. This ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2021, and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements and related disclosures.

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Revenue Recognition

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition

The Company’s revenue from contracts with customers is derived from online casino and online sports betting, retail sports betting and social gaming.

Online casino and online sports betting

Online casino offerings typically include the full suite of games available in land-based casinos, such as blackjack, roulette and slot machines. The Company generates revenue from these offerings through hold, or gross winnings, as customers play against the house. Online casino revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in the progressive jackpot liability.

Online sports betting involves a user placing a bet on the outcome of a sporting event, sports-related activity or a series of the same, with the chance to win a pre-determined amount, often referred to as fixed odds. Online sports betting revenue is generated by setting odds such that there is a built-in theoretical margin in each bet offered to customers. Online sports betting revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in unsettled bets.

Retail sports betting

The Company provides retail sports services to land-based partners in exchange for a monthly commission based on that partner’s retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook, technical support for the land-based partner’s customers, risk management, advertising and promotion, and support for the third-party vendor’s sports betting equipment. The Company has a single performance obligation to provide retail sports services and records the revenue as services are performed and when the commission amounts are no longer constrained (i.e., the amount is known).

Certain relationships with business partners provide the Company the ability to operate the retail sportsbook. In this scenario, revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in unsettled retail sports bets.

Social gaming

The Company provides a social gaming platform for users to enjoy free-to-play games that use virtual credits. While virtual credits are issued to users for free, some users may choose to purchase additional virtual credits through the Company’s virtual cashier. The Company has a single performance obligation associated with social gaming services, to provide social gaming services to users upon the redemption of virtual credits. Deferred revenue is recorded when users purchase virtual credits and revenue is recognized when the virtual credits are redeemed and the Company’s performance obligation has been fulfilled.

Disaggregation of revenue for the three months ended March 31, 2023 and 2022, was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Online casino and online sports betting	$	157,672	$	131,658
Retail sports betting	3,663		2,330
Social gaming	1,026		950
Total revenue	$	162,361	$	134,938

Revenue by geographic region for the three months ended March 31, 2023 and 2022, was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
United States and Canada	$	146,697	$	122,534
Latin America, including Mexico	15,664		12,404
Total revenue	$	162,361	$	134,938

Deferred revenue associated with online casino and online sports betting revenue and retail sports betting revenue includes unsettled customer bets and unredeemed customer incentives, and is included within Players’ liabilities in the condensed consolidated balance sheets. Deferred revenue associated with social gaming revenue includes unredeemed social gaming virtual credits and is included within Other current liabilities in the condensed consolidated balance sheets. The deferred revenue balances as of March 31, 2023 and December 31, 2022 were as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Deferred revenue, beginning of period	$	7,840	$	4,637
Deferred revenue, end of period	$	8,017	$	4,862
Revenue recognized during the period from amounts included in deferred revenue during the beginning of the period	$	7,056	$	3,917

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Intangible Assets, Net

3 Months Ended

Mar. 31, 2023

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets, Net

Intangible Assets, Net

The Company had the following intangible assets, net as of March 31, 2023 and December 31, 2022:

($ in thousands)	Weighted Average Remaining Amortization Period (years)	Gross Carrying Amount		Accumulated Amortization		Net
License Fees
March 31, 2023	8.05	$	59,807	$	(14,938)	$	44,869
December 31, 2022	8.44	$	54,334	$	(12,363)	$	41,971
Internally Developed Software
March 31, 2023	2.43	$	26,651	$	(5,158)	$	21,493
December 31, 2022	2.51	$	20,860	$	(3,490)	$	17,370
Developed Technology
March 31, 2023	6.75	$	5,931	$	(927)	$	5,004
December 31, 2022	7.00	$	5,931	$	(741)	$	5,190
Trademark Asset
March 31, 2023	4.17	$	5,088	$	(848)	$	4,240
December 31, 2022	4.42	$	5,088	$	(594)	$	4,494
Media Content
March 31, 2023	2.00	$	169	$	—	$	169
December 31, 2022	N/A	$	—	$	—	$	—

Amortization expense was $4.7 million for the three months ended March 31, 2023 compared to amortization expense of $2.2 million for the same period in 2022.

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Property and Equipment, net

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Property and Equipment, net

The Company had the following property and equipment, net as of March 31, 2023 and December 31, 2022:

($ in thousands)	March 31, 2023		December 31, 2022
Computers, software and related equipment	$	4,498	$	4,050
Operating equipment and servers	4,752		4,610
Furniture	604		600
Leasehold improvements	675		640
Property and equipment not yet placed into service	551		816
Total property and equipment	11,080		10,716
Less: accumulated depreciation	(4,687)		(3,818)
	6,393		6,898
Finance lease right-of-use assets	3,112		3,112
Less: accumulated amortization	(470)		(246)
	2,642		2,866
Property and equipment, net	$	9,035	$	9,764

The Company recorded depreciation expense on property and equipment of $0.9 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively. The Company recorded amortization expense on finance lease right-of-use assets of $0.2 million and $0.1 million for the three months ended March 31, 2023 and 2022, respectively.

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Accrued Expenses

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses

Accrued Expenses

The Company has the following accrued expenses as of March 31, 2023 and December 31, 2022:

($ in thousands)	March 31, 2023		December 31, 2022
Accrued compensation and related expenses	$	4,542	$	10,077
Accrued operating expenses	27,017		24,178
Accrued marketing expenses	19,868		27,315
Accrued professional fees	2,306		1,620
Due to affiliates	466		649
License fees payable	5,880		63
Other	1,086		1,001
Total accrued expenses	$	61,165	$	64,903

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Stockholder's Equity

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Stockholder's Equity

Stockholders’ Equity

Non-Controlling Interest

The non-controlling interest represents the RSILP Units held by holders other than the Company.

The non-controlling interests owned 69.65% and 70.55% of the RSILP Units outstanding as of March 31, 2023 and December 31, 2022, respectively. The table below illustrates a rollforward of the non-controlling interest percentages during the three months ended March 31, 2023:

	Non-Controlling Interest %
Non-controlling interest % as of December 31, 2022:	70.55	%
Issuance of Class A Common Stock upon RSILP Unit Exchanges	(0.68)	%
Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants	(0.22)	%
Non-controlling interest % as of March 31, 2023:	69.65	%

The non-controlling interests owned 70.92%and 72.20% of the RSILP Units outstanding, as of March 31, 2022 and December 31, 2021, respectively. The table below illustrates a rollforward of the non-controlling interest percentages during the three months ended March 31, 2022:

	Non-Controlling Interest %
Non-controlling interest % as of December 31, 2021:	72.20	%
Issuance of Class A Common Stock upon RSILP Unit Exchanges	(1.28)	%
Non-controlling interest % as of March 31, 2022:	70.92	%

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Share-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

Share-Based Compensation

The Company adopted the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan, as amended from time to time (the “2020 Plan”), to attract, retain and incentivize employees, certain consultants and directors who will contribute to the success of the Company. Awards that may be granted under the 2020 Plan include incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards and other equity-based awards. Upon adoption of the 2020 Plan, there was an aggregate of 13.4 million shares of Class A Common Stock reserved under the 2020 Plan, which may consist of authorized and unissued shares, treasury shares or shares reacquired by the Company. During the three months ended March 31, 2023, the Compensation Committee of the Board and the full Board each approved an amendment to the 2020 Plan to increase the number of shares of Class A Common Stock reserved under the 2020 Plan by 22.38 million shares (the “Plan Amendment”), with such amendment being subject to approval by the Company’s stockholders at the Company's 2023 annual meeting of stockholders. The 2020 Plan will terminate on December 29, 2030.

During March 2023, the Company issued equity awards to its officers, directors and certain other individuals, with such grants being contingent upon the Plan Amendment being approved by the Company’s stockholders. Management has determined that obtaining stockholder approval is essentially a formality because management and members of the Board control enough votes to approve the grants, therefore the equity awards were deemed to be granted during the quarter.

Restricted Stock Units (“RSUs”) and Options

The Company granted 2,479,719 and 20,000 RSUs with service conditions, during the three months ended March 31, 2023 and 2022, respectively. RSUs with service conditions generally vest over a three to four year period, with each tranche vesting annually. The grant date fair value of RSUs with service conditions is determined based on the quoted market price.

The Company granted 1,463,602 and nil RSUs with market-based conditions (e.g., share price targets, total shareholder return) during the three months ended March 31, 2023 and 2022, respectively. RSUs with market-based conditions generally vest over a three year period and fair value was determined using a Monte Carlo Simulation using the following assumption:

	March 31, 2023
Volatility rate	69.78		%
Risk-free interest rate	3.85		%
Average expected life (in years)	2.8
Dividend yield	None
Stock price at grant date	$	3.28

The Company granted 1,061,454 and nil stock options during the three months ended March 31, 2023 and 2022, respectively. The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions:

	March 31, 2023
Volatility rate	70.00		%
Risk-free interest rate	3.80		%
Average expected life (in years)	6.0
Dividend yield	None
Stock price at grant date	$	3.28
Exercise price	$	3.28

RSU and stock option activity for the three months ended March 31, 2023 and 2022, was as follows:

	RSUs			Options
	Number of units	Weighted-average grant price		Number of options	Weighted-average exercise price
Unvested balance at December 31, 2022	7,492,613	$	7.48	854,888	$	4.93
Granted	3,943,321	4.12		1,061,454	3.28
Vested	(902,759)	4.03		—	—
Forfeited	(4,216)	8.81		—	—
Unvested balance at March 31, 2023	10,528,959	$	6.52	1,916,342	$	4.01

	RSUs			Options
	Number of units	Weighted average grant price		Number of options	Weighted-average exercise price
Unvested balance at December 31, 2021	3,076,158	$	16.08	96,827	$	15.40
Granted	20,000	7.99		—	—
Vested	—	—		—	—
Forfeited	(6,000)	15.85		—	—
Unvested balance at March 31, 2022	3,090,158	$	16.02	96,827	$	15.40

The aggregate fair value of the RSUs granted during the three months ended March 31, 2023 and 2022, was approximately $16.3 million and $0.2 million, respectively. The weighted average grant date fair value of RSUs vested during the three months ended March 31, 2023 and 2022, was approximately $3.6 million and nil, respectively.

The weighted-average grant-date fair values of options granted during three months ended March 31, 2023 and 2022, was approximately $2.14 and nil, respectively. The aggregate fair value of stock options granted during the three months ended March 31, 2023 and 2022, was $2.3 million and nil, respectively. The stock options outstanding as of March 31, 2023 had no intrinsic value.

As of March 31, 2023, the Company had unrecognized stock-based compensation expense related to RSUs of $59.3 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.21 years.

As of March 31, 2023, the Company had unrecognized stock-based compensation expense related to stock options of $4.0 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.37 years.

Share-based compensation expense for the three months ended March 31, 2023 and 2022 was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Costs of revenue	$	257	$	244
Advertising and promotions	536		505
General administration and other	6,882		3,188
Total share-based compensation expense	$	7,675	$	3,937

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Income Taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The income tax provision for the three months ended March 31, 2023 and 2022 was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Income tax provision	$	2,800	$	2,002

The Company recognized federal, state and foreign income tax expense of $2.8 million and $2.0 million during the three months ended March 31, 2023 and 2022, respectively. The effective tax rates for the three months ended March 31, 2023 and 2022 were (13.26)% and (3.98)%, respectively. The difference between the Company’s effective tax rate and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. deferred tax assets, valuation allowances recorded on deferred tax assets in foreign jurisdictions where the Company recently began operating, non-taxable income / (loss) attributable to non-controlling interest and income tax rate differences related to the Company’s Colombia operations for which both current and deferred taxes were recorded. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized.

In August 2022, the U.S. Inflation Reduction Act of 2022 and the CHIPS and Science Act of 2022 were signed into law. These acts include, among other provisions, a corporate alternative minimum tax of 15%, an excise tax on the repurchase of corporate stock, various climate and energy provisions, and incentives for investment in semiconductor manufacturing. These provisions are not expected to have a material impact on the Company’s results of operations or financial position.

In connection with the Business Combination, the Special Limited Partner entered into the Tax Receivable Agreement, which generally provides that it pay 85% of certain net tax benefits, if any, that the Company (including the Special Limited Partner) realizes (or in certain cases is deemed to realize) as a result of an increase in tax basis and tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained RSILP Units (as defined in the Business Combination Agreement) for Class A Common Stock (or cash at the Company’s option) pursuant to RSILP’s amended and restated limited partnership agreement and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. These payments are the obligation of the Special Limited Partner and not of RSILP. The actual increase in the Special Limited Partner’s allocable share of RSILP’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price

of the Class A Common Stock at the time of the exchange and the amount and timing of the recognition of RSI and its consolidated subsidiaries’ (including the Special Limited Partner’s) income.

Based primarily on historical losses of RSILP, management has determined it is more-likely-than-not that the Company will be unable to utilize its deferred tax assets subject to the Tax Receivable Agreement; therefore, management applies a full valuation allowance to deferred tax asset or a corresponding liability under the Tax Receivable Agreement related to the tax savings the Company may realize from the utilization of tax deductions related to basis adjustments created by the transactions in the Business Combination Agreement. The unrecognized Tax Receivable Agreement liability as of March 31, 2023 and December 31, 2022 was $60.4 million and $58.7 million, respectively. The increase in the liability is primarily due to the issuance of Class A Common Stock upon RSILP Unit exchanges. Due to the fact that the Company's deferred tax assets and corresponding Tax Receivable Agreement liability are unrecognized, this increase had no impact on the condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss.

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Net Loss Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

oss Per Share

The basic and diluted net loss per share for the three months ended March 31, 2023 and 2022 were as follows (amounts in thousands, except for share and per share amounts):

	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss	$	(24,500)	$	(52,270)
Less: Net loss attributable to non-controlling interests	(17,240)		(37,573)
Net loss attributable to Rush Street Interactive, Inc. – basic and diluted	$	(7,260)	$	(14,697)
Denominator:
Weighted average common shares outstanding – basic and diluted	65,260,064		61,800,359
Net loss per Class A common share – basic and diluted	$	(0.11)	$	(0.24)

The Class V Common Stock does not participate in the Company’s earnings or losses and is therefore not a participating security. As such, separate presentation of basic and diluted earnings per share of Class V Common Stock under the two-class method has not been presented.

The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive:

	Three Months Ended March 31,
	2023		2022
RSILP Units(1)	154,455,584		155,893,584
Unvested Restricted Stock Units	10,528,959	10,528,959	3,090,158
Unvested Stock Options	1,916,342	1,916,342	96,827

_____________________________________

(1)RSILP Units that are held by non-controlling interest holders, and may be exchanged, subject to certain restrictions, for Class A Common Stock. Upon exchange of an RSILP Unit, a share of Class V Common Stock is cancelled.

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Related Parties

3 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

Related Parties

Related Parties

Affiliated Land-Based Casinos

Neil Bluhm and his adult children (including Ms. Leslie Bluhm), through their individual capacities, entities or trusts that they have created for the benefit of themselves or their family members, and Greg Carlin, through his individual

capacity, entities or trusts that he has created for the benefit of himself or his family members, are direct or indirect owners, directors and/or officers of certain land-based casinos. The Company has entered into certain agreements with these affiliated land-based casinos that create strategic partnerships aimed to capture the online gaming, online sports betting and retail sports services markets in the various states and municipalities where the land-based casinos operate.

Generally, the Company pays a royalty fee to the land-based casino (calculated as a percentage of the Company’s revenue less reimbursable costs or other consideration received as defined in the applicable agreement) in exchange for the right to operate real-money online casino and/or online sports betting under the gaming license of the land-based casinos or for marketing gaming offerings under the land-based casinos’ brand. Royalties related to arrangements with affiliated casinos were $7.7 million for the three months ended March 31, 2023 compared to $9.5 million for the same period in 2022, which were net of any consideration received from the affiliated casino for reimbursable costs, as well as costs that are paid directly by the affiliate casino on the Company’s behalf. Net royalties paid are recorded as Costs of revenue in the accompanying condensed consolidated statements of operations. In certain cases, the affiliate casino maintains the bank account that processes cash deposits and withdrawals for the Company’s customers. Accordingly, at any point in time, the Company will record a receivable from the affiliate, representing the Company’s total gaming revenue (with customers) that was collected by the affiliate, less consideration payable to the affiliate for use of its license, which is offset by any consideration received from the affiliate based on the terms of the applicable agreement. Receivables due from affiliated land-based casinos were $28.8 million and $35.9 million at March 31, 2023 and December 31, 2022, respectively.

In addition, the Company provides retail sports services to certain affiliated land-based casinos in exchange for a monthly commission based on the casino’s retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook, technical support for the land-based casino’s customers, risk management, advertising and promotion, and support for the third-party vendor’s sports betting equipment. Revenue recognized relating to retail sports services provided to affiliated land-based casinos for the three months ended March 31, 2023 and 2022 were not material to the condensed consolidated financial statements. Any payables due to the affiliated land-based casinos are netted against affiliate receivables to the extent a right of offset exists and were not material to the condensed consolidated financial statements at March 31, 2023 or December 31, 2022.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal Matters

The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

Other Contractual Obligations

The Company is a party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnership-related agreements where the Company is obligated to make future minimum payments under the non-cancelable terms of these contracts as follows ($ in thousands):

Remainder of 2023	$	17,107
Year ending December 31, 2024	11,582
Year ending December 31, 2025	8,656
Year ending December 31, 2026	5,463
Year ending December 31, 2027	4,969
Thereafter	32,789
Total(1)	$	80,566

_____________________________________

(1) Includes operating lease and finance lease obligations under non-cancelable lease contracts totaling $2.1 million, obligations under non-cancelable contracts with marketing vendors totaling $23.9 million, and license and market access commitments totaling $54.6 million. Certain market access arrangements require the Company to make additional payments at a contractual milestone date if the market access fees paid through that milestone date do not meet a minimum contractual threshold. In these instances, the Company calculates the future minimum payment as the total milestone payment less any amounts already paid to the partner and includes such payments in the period in which the milestone date occurs.

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Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation and Interim Unaudited Condensed Consolidated Financial Statements

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the applicable regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 2, 2023.

These unaudited condensed consolidated financial statements include the accounts of the Company, its directly and indirectly wholly owned subsidiaries, and all entities in which the Company has a controlling interest. RSI is deemed to have a controlling interest of RSILP through its wholly owned subsidiary RSI GP, LLC (“RSI GP”), which is the sole general partner of RSILP. For consolidated entities that are less than wholly owned, third-party holdings of equity interests are presented as non-controlling interests in the Company’s condensed consolidated balance sheets and condensed consolidated statements of changes in equity. The portion of net earnings attributable to the non-controlling interests is presented as net loss attributable to non-controlling interests and comprehensive loss attributable to non-controlling interests in the Company’s condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss, respectively. All intercompany accounts and transactions have been eliminated upon consolidation.

The Company is organized as an umbrella partnership-C corporation, or UP-C, structure, as a result of the transactions contemplated in the Business Combination Agreement, dated as of July 27, 2020, among RSILP, the sellers set forth on the signature pages thereto (collectively, the “Sellers” and each, a “Seller”), dMY Sponsor, LLC (the “Sponsor”) and Rush Street Interactive GP, LLC (as amended and/or restated from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”). As an UP-C, substantially all of the combined company’s assets are held by RSILP and the Company’s primary assets are its equity interests in RSILP (which are held indirectly through wholly owned subsidiaries of the Company – RSI ASLP, Inc. (the “Special Limited Partner”) and RSI GP). The Company controls RSILP through RSI GP. The non-controlling interest represents the Class A Common Units of RSILP

(“RSILP Units”) held by holders other than the Company. As of March 31, 2023, the Company owned 30.35% of the RSILP Units and the holders of the non-controlling interest owned 69.65% of the RSILP Units.

Interim Unaudited Condensed Consolidated Financial Statements

The accompanying condensed consolidated balance sheet as of March 31, 2023, the condensed consolidated statements of operations, comprehensive loss, changes in equity (deficit) and cash flows for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 was derived from audited financial statements, but may omit certain disclosures required by U.S. GAAP previously disclosed in the most recent annual financial statements. The interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial condition, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year or any future period.

Reclassifications

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on the Company’s reported total revenues, expenses, net loss, current assets, total assets, current liabilities, total liabilities, stockholders’ equity, non-controlling interests or cash flows. No reclassifications of prior period balances were material to the unaudited condensed consolidated financial statements.

Use of Estimates

Use of EstimatesThe preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the condensed consolidated financial statements relate to and include, but are not limited to: the valuation of share-based awards; long-lived assets and investments in equity; the estimated useful lives of property and equipment, and intangible assets; redemption rate assumptions associated with the Company’s player loyalty program and other discretionary player bonuses; deferred revenue; accrued expenses; determination of the incremental borrowing rate to calculate operating lease liabilities and finance lease liabilities; and deferred taxes and amounts associated with the tax receivable agreement (the “Tax Receivable Agreement”) entered into in connection with the closing of the transactions contemplated in the Business Combination Agreement on December 29, 2020 (the “Closing”).

Intangible Assets, Net

Intangible Assets, Net

Media content production costs

The Company capitalizes costs associated with the development and production of media content in accordance with Accounting Standards Codification (“ASC”) 350 Intangibles - Goodwill and Other. The asset is recognized in intangible Assets, net in the Company’s unaudited consolidated balance sheet as of March 31, 2023 and is amortized over the estimated useful life of two years.

Foreign Currency Gains and Losses

Foreign Currency Gains and Losses

The financial statements of foreign subsidiaries are translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters, using period-end exchange rates for assets and liabilities, and average exchange rates for the period for revenues, costs and expenses. The U.S. dollar effects that arise from translating the net assets of these subsidiaries at changing rates are recorded in the foreign currency translation adjustment account, which is included in equity as a component of accumulated other comprehensive loss.

If transactions are recorded in a currency other than the subsidiary’s functional currency, remeasurement into the functional currency is required and may result in transaction gains or losses. Transaction gains were $0.4 million for the three months ended March 31, 2023 compared to losses of $0.6 million for the same period in 2022. Amounts are recorded in general administration and other on the Company’s unaudited condensed consolidated statements of operations.

Recent Accounting Pronouncements Adopted And Not Yet Adopted

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326). Together with subsequent amendments, this ASU sets forth a “current expected credit loss” model, which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This ASU replaces the existing “incurred loss” model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, available-for-sale debt securities and applies to certain off-balance sheet credit exposures. This ASU is effective for the Company in calendar year 2023. The Company adopted ASU 2016-13 and the subsequent amendments on January 1, 2023, and the adoption did not have a material impact on its condensed consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. This ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2021, and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements and related disclosures.

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Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue

Disaggregation of revenue for the three months ended March 31, 2023 and 2022, was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Online casino and online sports betting	$	157,672	$	131,658
Retail sports betting	3,663		2,330
Social gaming	1,026		950
Total revenue	$	162,361	$	134,938

Summary of Revenue by Geographic Region

Revenue by geographic region for the three months ended March 31, 2023 and 2022, was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
United States and Canada	$	146,697	$	122,534
Latin America, including Mexico	15,664		12,404
Total revenue	$	162,361	$	134,938

Summary of Deferred Revenue

The deferred revenue balances as of March 31, 2023 and December 31, 2022 were as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Deferred revenue, beginning of period	$	7,840	$	4,637
Deferred revenue, end of period	$	8,017	$	4,862
Revenue recognized during the period from amounts included in deferred revenue during the beginning of the period	$	7,056	$	3,917

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Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2023

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Intangible Assets, Net

The Company had the following intangible assets, net as of March 31, 2023 and December 31, 2022:

($ in thousands)	Weighted Average Remaining Amortization Period (years)	Gross Carrying Amount		Accumulated Amortization		Net
License Fees
March 31, 2023	8.05	$	59,807	$	(14,938)	$	44,869
December 31, 2022	8.44	$	54,334	$	(12,363)	$	41,971
Internally Developed Software
March 31, 2023	2.43	$	26,651	$	(5,158)	$	21,493
December 31, 2022	2.51	$	20,860	$	(3,490)	$	17,370
Developed Technology
March 31, 2023	6.75	$	5,931	$	(927)	$	5,004
December 31, 2022	7.00	$	5,931	$	(741)	$	5,190
Trademark Asset
March 31, 2023	4.17	$	5,088	$	(848)	$	4,240
December 31, 2022	4.42	$	5,088	$	(594)	$	4,494
Media Content
March 31, 2023	2.00	$	169	$	—	$	169
December 31, 2022	N/A	$	—	$	—	$	—

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Property and Equipment, net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

The Company had the following property and equipment, net as of March 31, 2023 and December 31, 2022:

($ in thousands)	March 31, 2023		December 31, 2022
Computers, software and related equipment	$	4,498	$	4,050
Operating equipment and servers	4,752		4,610
Furniture	604		600
Leasehold improvements	675		640
Property and equipment not yet placed into service	551		816
Total property and equipment	11,080		10,716
Less: accumulated depreciation	(4,687)		(3,818)
	6,393		6,898
Finance lease right-of-use assets	3,112		3,112
Less: accumulated amortization	(470)		(246)
	2,642		2,866
Property and equipment, net	$	9,035	$	9,764

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Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

The Company has the following accrued expenses as of March 31, 2023 and December 31, 2022:

($ in thousands)	March 31, 2023		December 31, 2022
Accrued compensation and related expenses	$	4,542	$	10,077
Accrued operating expenses	27,017		24,178
Accrued marketing expenses	19,868		27,315
Accrued professional fees	2,306		1,620
Due to affiliates	466		649
License fees payable	5,880		63
Other	1,086		1,001
Total accrued expenses	$	61,165	$	64,903

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Stockholder's Equity (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Noncontrolling Interests

The table below illustrates a rollforward of the non-controlling interest percentages during the three months ended March 31, 2023:

	Non-Controlling Interest %
Non-controlling interest % as of December 31, 2022:	70.55	%
Issuance of Class A Common Stock upon RSILP Unit Exchanges	(0.68)	%
Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants	(0.22)	%
Non-controlling interest % as of March 31, 2023:	69.65	%

The non-controlling interests owned 70.92%and 72.20% of the RSILP Units outstanding, as of March 31, 2022 and December 31, 2021, respectively. The table below illustrates a rollforward of the non-controlling interest percentages during the three months ended March 31, 2022:

	Non-Controlling Interest %
Non-controlling interest % as of December 31, 2021:	72.20	%
Issuance of Class A Common Stock upon RSILP Unit Exchanges	(1.28)	%
Non-controlling interest % as of March 31, 2022:	70.92	%

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

RSUs with market-based conditions generally vest over a three year period and fair value was determined using a Monte Carlo Simulation using the following assumption:

	March 31, 2023
Volatility rate	69.78		%
Risk-free interest rate	3.85		%
Average expected life (in years)	2.8
Dividend yield	None
Stock price at grant date	$	3.28

The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions:

	March 31, 2023
Volatility rate	70.00		%
Risk-free interest rate	3.80		%
Average expected life (in years)	6.0
Dividend yield	None
Stock price at grant date	$	3.28
Exercise price	$	3.28

Schedule of Stock Option Activity

RSU and stock option activity for the three months ended March 31, 2023 and 2022, was as follows:

	RSUs			Options
	Number of units	Weighted-average grant price		Number of options	Weighted-average exercise price
Unvested balance at December 31, 2022	7,492,613	$	7.48	854,888	$	4.93
Granted	3,943,321	4.12		1,061,454	3.28
Vested	(902,759)	4.03		—	—
Forfeited	(4,216)	8.81		—	—
Unvested balance at March 31, 2023	10,528,959	$	6.52	1,916,342	$	4.01

	RSUs			Options
	Number of units	Weighted average grant price		Number of options	Weighted-average exercise price
Unvested balance at December 31, 2021	3,076,158	$	16.08	96,827	$	15.40
Granted	20,000	7.99		—	—
Vested	—	—		—	—
Forfeited	(6,000)	15.85		—	—
Unvested balance at March 31, 2022	3,090,158	$	16.02	96,827	$	15.40

Schedule of Restricted Stock Unit Activity

RSU and stock option activity for the three months ended March 31, 2023 and 2022, was as follows:

	RSUs			Options
	Number of units	Weighted-average grant price		Number of options	Weighted-average exercise price
Unvested balance at December 31, 2022	7,492,613	$	7.48	854,888	$	4.93
Granted	3,943,321	4.12		1,061,454	3.28
Vested	(902,759)	4.03		—	—
Forfeited	(4,216)	8.81		—	—
Unvested balance at March 31, 2023	10,528,959	$	6.52	1,916,342	$	4.01

	RSUs			Options
	Number of units	Weighted average grant price		Number of options	Weighted-average exercise price
Unvested balance at December 31, 2021	3,076,158	$	16.08	96,827	$	15.40
Granted	20,000	7.99		—	—
Vested	—	—		—	—
Forfeited	(6,000)	15.85		—	—
Unvested balance at March 31, 2022	3,090,158	$	16.02	96,827	$	15.40

Schedule of Share-based Compensation Expense

Share-based compensation expense for the three months ended March 31, 2023 and 2022 was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Costs of revenue	$	257	$	244
Advertising and promotions	536		505
General administration and other	6,882		3,188
Total share-based compensation expense	$	7,675	$	3,937

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income Tax Provision

The income tax provision for the three months ended March 31, 2023 and 2022 was as follows:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Income tax provision	$	2,800	$	2,002

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Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Loss per Share

The basic and diluted net loss per share for the three months ended March 31, 2023 and 2022 were as follows (amounts in thousands, except for share and per share amounts):

	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss	$	(24,500)	$	(52,270)
Less: Net loss attributable to non-controlling interests	(17,240)		(37,573)
Net loss attributable to Rush Street Interactive, Inc. – basic and diluted	$	(7,260)	$	(14,697)
Denominator:
Weighted average common shares outstanding – basic and diluted	65,260,064		61,800,359
Net loss per Class A common share – basic and diluted	$	(0.11)	$	(0.24)

Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Shares Outstanding

The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive:

	Three Months Ended March 31,
	2023		2022
RSILP Units(1)	154,455,584		155,893,584
Unvested Restricted Stock Units	10,528,959	10,528,959	3,090,158
Unvested Stock Options	1,916,342	1,916,342	96,827

_____________________________________

(1)RSILP Units that are held by non-controlling interest holders, and may be exchanged, subject to certain restrictions, for Class A Common Stock. Upon exchange of an RSILP Unit, a share of Class V Common Stock is cancelled.

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments Under Non-cancelable Terms of Contracts

The Company is a party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnership-related agreements where the Company is obligated to make future minimum payments under the non-cancelable terms of these contracts as follows ($ in thousands):

Remainder of 2023	$	17,107
Year ending December 31, 2024	11,582
Year ending December 31, 2025	8,656
Year ending December 31, 2026	5,463
Year ending December 31, 2027	4,969
Thereafter	32,789
Total(1)	$	80,566

_____________________________________

(1) Includes operating lease and finance lease obligations under non-cancelable lease contracts totaling $2.1 million, obligations under non-cancelable contracts with marketing vendors totaling $23.9 million, and license and market access commitments totaling $54.6 million. Certain market access arrangements require the Company to make additional payments at a contractual milestone date if the market access fees paid through that milestone date do not meet a minimum contractual threshold. In these instances, the Company calculates the future minimum payment as the total milestone payment less any amounts already paid to the partner and includes such payments in the period in which the milestone date occurs.

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Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Line Items]
Foreign currency gains and losses	$ (0.4)	$ 0.6
RSILP | Owners Other Than Rush Street Interactive
Accounting Policies [Line Items]
Percentage of common units retained by sellers	69.65%	70.92%	70.55%	72.20%
RSILP Acquisition | Special Limited Partner
Accounting Policies [Line Items]
Ownership percentage by controlling owners	0.3035

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Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 162,361	$ 134,938
Online casino and online sports betting
Disaggregation of Revenue [Line Items]
Total revenue	157,672	131,658
Retail sports betting
Disaggregation of Revenue [Line Items]
Total revenue	3,663	2,330
Social gaming
Disaggregation of Revenue [Line Items]
Total revenue	$ 1,026	$ 950

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Revenue Recognition - Revenue by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 162,361	$ 134,938
United States and Canada
Disaggregation of Revenue [Line Items]
Total revenue	146,697	122,534
Latin America, including Mexico
Disaggregation of Revenue [Line Items]
Total revenue	$ 15,664	$ 12,404

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Revenue Recognition - Deferred revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Deferred revenue, beginning of period	$ 7,840	$ 4,637
Deferred revenue, end of period	8,017	4,862
Revenue recognized during the period from amounts included in deferred revenue during the beginning of the period	$ 7,056	$ 3,917

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Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Net	$ 75,775		$ 69,025
Amortization expense	$ 4,700	$ 2,200
License Fees
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (years)	8 years 18 days		8 years 5 months 8 days
Gross Carrying Amount	$ 59,807		$ 54,334
Accumulated Amortization	(14,938)		(12,363)
Net	$ 44,869		$ 41,971
Internally Developed Software
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (years)	2 years 5 months 4 days		2 years 6 months 3 days
Gross Carrying Amount	$ 26,651		$ 20,860
Accumulated Amortization	(5,158)		(3,490)
Net	$ 21,493		$ 17,370
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (years)	6 years 9 months		7 years
Gross Carrying Amount	$ 5,931		$ 5,931
Accumulated Amortization	(927)		(741)
Net	$ 5,004		$ 5,190
Trademark Asset
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (years)	4 years 2 months 1 day		4 years 5 months 1 day
Gross Carrying Amount	$ 5,088		$ 5,088
Accumulated Amortization	(848)		(594)
Net	$ 4,240		4,494
Media Content
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (years)	2 years
Gross Carrying Amount	$ 169		0
Accumulated Amortization	0		0
Net	$ 169		$ 0

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Property and Equipment, net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 0.9	$ 0.4
Amortization expense	$ 0.2	$ 0.1

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Property and Equipment, net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property and equipment, net
Total property and equipment	$ 11,080	$ 10,716
Less: accumulated depreciation	(4,687)	(3,818)
Property and equipment, net	6,393	6,898
Finance lease right-of-use assets	3,112	3,112
Less: accumulated amortization	(470)	(246)
Finance lease, right-of-use asset, after accumulated amortization	2,642	2,866
Property and equipment, net	9,035	9,764
Computers, software and related equipment
Property and equipment, net
Total property and equipment	4,498	4,050
Operating equipment and servers
Property and equipment, net
Total property and equipment	4,752	4,610
Furniture
Property and equipment, net
Total property and equipment	604	600
Leasehold improvements
Property and equipment, net
Total property and equipment	675	640
Property and equipment not yet placed into service
Property and equipment, net
Total property and equipment	$ 551	$ 816

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Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation and related expenses	$ 4,542	$ 10,077
Accrued operating expenses	27,017	24,178
Accrued marketing expenses	19,868	27,315
Accrued professional fees	2,306	1,620
Due to affiliates	466	649
License fees payable	5,880	63
Other	1,086	1,001
Total accrued expenses	$ 61,165	$ 64,903

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Stockholder's Equity - Narrative (Details)	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
RSILP | Owners Other Than Rush Street Interactive
Class of Stock [Line Items]
Percentage of common units retained by sellers	69.65%	70.55%	70.92%	72.20%

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Stockholder's Equity - Schedule of Noncontrolling Interests (Details) - RSILP - Owners Other Than Rush Street Interactive	3 Months Ended
	Mar. 31, 2023 Rate	Mar. 31, 2022
Noncontrolling Interest [Roll Forward]
Non-controlling interest percentage at beginning of period	70.55%	72.20%
Issuance of Class A Common Stock upon RSILP Unit Exchanges	(0.68%)	(1.28%)
Non-controlling interest percentage at end of period	69.65%	70.92%
Class A Common Stock
Noncontrolling Interest [Roll Forward]
Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants	(0.22%)

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Share-Based Compensation - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)	1,061,454	0
Weighted average grant price of options granted (in USD per share)	$ 3.28	$ 0
Service-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)	2,479,719	20,000
Market-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)	1,463,602	0
Vesting period	3 years
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)	3,943,321	20,000
Aggregate fair value of units granted	$ 16,300,000	$ 200,000
Aggregate fair value granted	3,600,000	$ 0
Unrecognized stock-based compensation expense	$ 59,300,000
Weighted-average vesting period of unrecognized stock-based compensation expense	1 year 2 months 15 days
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant price of options granted (in USD per share)	$ 2.14	$ 0
Aggregate fair value of options granted	$ 2,300,000	$ 0
Stock options outstanding, intrinsic value	0
Unrecognized stock-based compensation expense	$ 4,000,000
Weighted-average vesting period of unrecognized stock-based compensation expense	1 year 4 months 13 days
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate number of shares reserved under equity incentive plan (in shares)	22,380,000		13,400,000

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Share-Based Compensation - Valuation Assumptions (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility rate	69.78%
Risk-free interest rate	3.85%
Average expected life (in years)	2 years 9 months 18 days
Dividend yield	0.00%
Share price (in USD per share)	$ 3.28
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility rate	70.00%
Risk-free interest rate	3.80%
Average expected life (in years)	6 years
Dividend yield	0.00%
Share price (in USD per share)	$ 3.28
Exercise price (in USD per share)	$ 3.28

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Share-Based Compensation - RSU and Stock Option Activity (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Unvested options outstanding at beginning of period (in shares)	854,888	96,827
Options granted (in shares)	1,061,454	0
Options vested (in shares)	0	0
Options forfeited (in shares)	0	0
Unvested options outstanding at end of period (in shares)	1,916,342	96,827
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted average grant price of options outstanding at beginning of period (in USD per share)	$ 4.93	$ 15.40
Weighted average grant price of options granted (in USD per share)	3.28	0
Weighted average grant price of options vested (in USD per share)	0	0
Weighted average grant price of options forfeited (in USD per share)	0	0
Weighted average grant price of options outstanding at end of period (in USD per share)	$ 4.01	$ 15.40
RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Unvested units outstanding at beginning of period (in shares)	7,492,613	3,076,158
Units granted (in shares)	3,943,321	20,000
Units vested (in shares)	(902,759)	0
Units forfeited (in shares)	(4,216)	(6,000)
Unvested units outstanding at end of period (in shares)	10,528,959	3,090,158
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted average grant price of unvested units outstanding at beginning of period (in USD per shares)	$ 7.48	$ 16.08
Weighted average grant price of units granted (in USD per shares)	4.12	7.99
Weighted average grant price of units vested (in USD per shares)	4.03	0
Weighted average grant price of units forfeited (in USD per shares)	8.81	15.85
Weighted average grant price of unvested units outstanding at end of period (in USD per shares)	$ 6.52	$ 16.02

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Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 7,675	$ 3,937
Costs of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	257	244
Advertising and promotions
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	536	505
General administration and other
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 6,882	$ 3,188

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Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income tax provision	$ 2,800	$ 2,002

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Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Income Tax [Line Items]
Income tax expense	$ 2,800	$ 2,002
Effective tax rates	(13.26%)	(3.98%)
Unrecognized tax receivable agreement liability	$ 60,400		$ 58,700
Special Limited Partner
Income Tax [Line Items]
Tax receivable agreement, percentage of net certain tax benefits payable	85.00%

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Net Loss Per Share - Schedule of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net loss	$ (24,500)	$ (52,270)
Net loss attributable to non-controlling interests	(17,240)	(37,573)
Net loss attributable to Rush Street Interactive, Inc. – basic and diluted	$ (7,260)	$ (14,697)
Denominator:
Weighted average common shares outstanding - basic (in shares)	65,260,064	61,800,359
Weighted average number of shares outstanding - diluted (in shares)	65,260,064	61,800,359
Net loss per Class A common share - basic (in USD per share)	$ (0.11)	$ (0.24)
Net loss per Class A common share - diluted (in USD per share)	$ (0.11)	$ (0.24)

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Net Loss Per Share - Schedule of Anti-dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
RSILP Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted shares outstanding (in shares)	154,455,584	155,893,584
Unvested Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted shares outstanding (in shares)	10,528,959	3,090,158
Unvested Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted shares outstanding (in shares)	1,916,342	96,827

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Related Parties (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
RSG | Service Agreements
Related Party Transaction [Line Items]
Expenses relating to related party	$ 7.7	$ 9.5
Affiliated Land-Based Casinos | Royalty Agreements
Related Party Transaction [Line Items]
Receivables due form related party	$ 28.8		$ 35.9

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Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Loss Contingencies [Line Items]
Remainder of 2023	$ 17,107
Year ending December 31, 2024	11,582
Year ending December 31, 2025	8,656
Year ending December 31, 2026	5,463
Year ending December 31, 2027	4,969
Thereafter	32,789
Total	80,566
Non-cancelable Lease Contract
Loss Contingencies [Line Items]
Operating and finance lease obligations	2,100
Non-cancelable Lease Contract with Marketing Vendors
Loss Contingencies [Line Items]
Operating and finance lease obligations	23,900
License and Market Access Commitments
Loss Contingencies [Line Items]
Operating and finance lease obligations	$ 54,600