| 2020-12-14 |
股东大会：
将于2020-12-29召开股东大会
会议内容 ▼▲
- 1.The Business Combination Proposal-to approve and adopt the Business Combination Agreement, dated as of July 27, 2020, by and among dMY, Rush Street Interactive, LP, a Delaware limited partnership (“RSI”), the sellers set forth on the signature pages thereto (collectively, the “Sellers” and each, a “Seller”), dMY Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and Rush Street Interactive GP, LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative (in such capacity, the “Sellers’ Representative”) as amended and restated by the parties on October 9, 2020 and as further amended by the parties on December 4, 2020 (as so amended and restated and further amended, the “Business Combination Agreement”), which provides that, among other things, (i) the Sellers will retain the number of RSI Units (the “Retained RSI Units”) that will cause the Sellers’ aggregate percentage ownership in RSI immediately following the closing of the Business Combination (the “Closing”) to be equal to the percentage determined as the quotient of (a) RSI’s enterprise value (i.e., $1,725,000,000) (the “RSI Enterprise Value”) divided by (b) the sum of (1) the RSI Enterprise Value plus (2) the product of (A) the total number of outstanding shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) issued and outstanding as of immediately prior to the Closing (after giving effect to any redemptions of Class A Common Stock by the Company’s current stockholders, the conversion of all then-outstanding shares of Class B Common Stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”) into shares of Class A Common Stock on a one-for-one basis (the “Class B Common Stock Conversion”), and any Class A Common Stock purchased in connection with any permitted equity financings consummated on or prior to the Closing (the “PIPE”)) multiplied by (B) $10; (ii) the Sellers (other than Richard Schwartz, Einar Roosileht, and Mattias Stetz (the “Put-Call Sellers”), to the extent that the Closing occurs on or prior to December 20, 2020 such that the put and call rights (the “Put-Calls”) contemplated by those certain Put-Call Agreements, dated as of October 9, 2020, by and among the Company, RSI and the Put-Call Sellers (the “Put-Call Agreements”) are in effect as of the Closing) will transfer to the Special Limited Partner a number of Retained RSI Units (not to exceed (a) 12,500,000 RSI Units to the extent that the Put-Calls are not in effect as of the Closing or (b) 9,923,550 RSI Units to the extent that the Put-Calls are in effect as of the Closing) equal to the quotient of (a) the Purchased RSI Units Cash Consideration (as defined below) divided by (b) $10 (the “Purchased RSI Units” which, for the avoidance of doubt, excludes any Put-Call Units (as defined below) to the extent that the Put-Calls are in effect as of the Closing); (iii) the Company will issue to RSI (for immediate further distribution to the Sellers) the number of shares of newly issued Class V Voting Stock, par value $0.0001 per share, of the Company (the “Class V Voting Stock”) equal to the number of Retained RSI Units (net of the number of Purchased RSI Units, but including the number of Put-Call Units to the extent that the Put-Calls are in effect as of the Closing), which will entitle its holder to one vote per share but not any right to dividends or distributions; (iv) the Special Limited Partner will contribute cash to RSI in the amount of the Contribution Amount (as defined below) in exchange for a number of RSI Units equal to the aggregate number of shares of Class A Common Stock outstanding as of the Closing (after giving effect to any redemptions of Class A Common Stock by the Company’s current stockholders, the Class B Common Stock Conversion, and any Class A Common Stock purchased in connection with the PIPE) minus the number of Purchased RSI Units; (v) a wholly-owned subsidiary of the Company (“RSI GP”) will acquire 100% of the non-economic partnership interests of RSI; and (vi) if the Closing occurs on or prior to December 20, 2020, the Put-Calls will be effective and beginning on December 21, 2020 until December 28, 2020, the Put-Call Sellers will have the right to sell to RSI, and RSI will have the right to purchase from the Put-Call Sellers, the Put-Call Units, on the terms and subject to the conditions set forth in the Business Combination Agreement and the Put-Call Agreements;
Pursuant to the Business Combination Agreement, the “Available Closing Date Cash” will be equal to the sum of (i) the cash remaining in the Company’s trust account as of immediately prior to the Closing following any redemptions of Class A Common Stock by the Company’s current stockholders and payment of the aggregate amount of transaction expenses incurred by the parties to the Business Combination Agreement as of the Closing plus (ii) the aggregate amount of proceeds received by the Company at or prior to the Closing in connection with the PIPE. To the extent that the Available Closing Date Cash exceeds $160,000,000, an amount of the Available Closing Date Cash (not to exceed (a) $125,000,000 in the event that the Put-Calls are not in effect as of the Closing or (b) $99,235,500 in the event that the Put-Calls are in effect as of the Closing) determined by calculating (A) the sum of (i) the Available Closing Date Cash less $160,000,000 (provided that the amount of cash attributable to this clause (i) is subject to a cap of $60,000,000) plus (ii) 50% of the amount by which the Available Closing Date Cash exceeds $220,000,000 (provided that the amount of cash attributable to this clause (ii) is subject to a cap of $65,000,000) minus (B) the Aggregate Put-Call Consideration Amount (as defined below) (such amount determined by subtracting the amount in clause (B) from the amount in clause (A), the “Purchased RSI Units Cash Consideration”) will be used to purchase from the Sellers (other than the Put-Call Sellers to the extent that the Put-Calls are in effect as of the Closing) the Purchased RSI Units and the remainder of the Available Closing Date Cash (which will include the Aggregate Put-Call Consideration Amount (if any)) will be contributed to RSI in exchange for the Issued RSI Units (such contributed amount, the “Contribution Amount”).
Furthermore, pursuant to the Business Combination Agreement, the number of RSI Units held by each Put-Call Seller that are subject to the Put-Call (“Put-Call Units” which, for the avoidance of doubt, shall not consist of any Earnout Shares) is determined as the quotient of (A) (i) such Put-Call Seller’s “Seller Proportion” (expressed as a percentage in a notice by RSI to the Company prior to the Closing in accordance with the Business Combination Agreement) multiplied by (ii) the sum of (x) the Available Closing Date Cash less $160,000,000 (provided that the amount of cash attributable to this clause (x) is subject to a cap of $60,000,000) plus (y) 50% of the amount by which the Available Closing Date Cash exceeds $220,000,000 (provided that the amount of cash attributable to this clause (y) is subject to a cap of $65,000,000) (the amount determined pursuant to clause (A), the “Put-Call Consideration Amount”) divided by (B) $10.00. If the Closing occurs on or prior to December 20, 2020 and the Put-Call is therefore effective, the Put-Call Sellers will retain their Put-Call Units and the amount of cash equal to the sum of all Put-Call Consideration Amounts (the “Aggregate Put-Call Consideration Amount”) will comprise a portion of the Contribution Amount and will be contributed by the Company to RSI at the Closing (for use in connection with the exercise, if any, of the Put-Calls or for any other use determined by RSI). If the Closing occurs after December 20, 2020, the Put-Call Agreements will automatically terminate and no longer be effective and the Put-Call Units held by the Put-Call Sellers will be sold to the Company at the Closing as Purchased RSI Units or redeemed by RSI following the Closing in accordance with the Business Combination Agreement;
2.The Charter Amendment Proposal-to approve and adopt, assuming the business combination proposal is approved and adopted, the second amended and restated certificate of incorporation of the Company (the “Proposed Charter”), which, if approved, would take effect upon the Closing (we refer to this proposal as the “charter amendment proposal”);
3.The Advisory Charter Proposals-to approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as ten sub-proposals (which we refer to, collectively, as the “advisory charter proposals”):
3.1.to increase the total number of authorized shares and classes of stock to 951,000,000 shares, consisting of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 750,000,000 shares of Class A Common Stock, and (iii) 200,000,000 shares of Class V Voting Stock (we refer to this as “advisory charter proposal A”);
3.2.to require the affirmative vote of the holders of at least 66% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class to make any amendment to Article V (Bylaws), Article VI (Board of Directors), Article VII (Consent of the Stockholders in Lieu of Meeting), Article VIII (Limited Liability; Indemnification), Article IX (DGCL Section 203), Article XII (Forum), and Article XIII (Amendments) of the Proposed Charter, and (ii) to require the affirmative vote of the holders of at least to 80% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to amend Article X (Competition and Corporate Opportunities) (we refer to this as “advisory charter proposal B”);
3.3.to absolve any Seller, the Sponsor, members of the board of directors who are not employees of the Company (“Non-Employee Directors”) or any of their Affiliates or Affiliated Entities (each as defined in the Proposed Charter) (collectively, the “Identified Persons”) from the duty to refrain from directly or indirectly (1) engaging in and possessing interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business in which the Company or any of its subsidiaries now engages or proposes to engage or (2) competing with the Company or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other person, (ii) to provide that no Identified Person shall be liable to the Company or its stockholders or to any affiliate of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities, and (iii) to provide that the Company renounces any such business opportunity which may be a corporate opportunity for an Identified Person other than any corporate opportunity offered to any Non-Employee Director if such opportunity is expressly offered to such person solely and expressly in his or her capacity as a director or officer of the Company, such opportunity is one the Company is legally permitted to undertake and would otherwise be reasonable for the Company to pursue (we refer to this as “advisory charter proposal C”);
3.4.to require that any equity interests owned or controlled by an Unsuitable Person (as defined in the Proposed Charter) or an affiliate thereof shall be subject to mandatory sale and transfer, subject to the terms and conditions set forth therein, in such number and class(es)/series of equity interests as determined by the board of directors in good faith (following consultation with reputable outside and independent gaming regulatory counsel) pursuant to a resolution adopted by a majority of the directors of the board (we refer to this as “advisory charter proposal D”);
3.5.to elect not to be governed by Section 203 of the DGCL (we refer to this as “advisory charter proposal E”);
3.6.to require that the proposed bylaws of the Company may be amended, altered, changed, added to or repealed by (x) the board of directors or (y) (i) the affirmative vote of the holders of at least a majority of the total voting power of the Company’s capital stock at any time when the Sellers or their Permitted Transferees beneficially own, in the aggregate, 40% or more of the voting power of the Company’s capital stock entitled to vote generally in the election of directors, voting as a single class and (ii) the affirmative vote of the holders of at least 66% of the total voting power of the Company’s capital stock at any time when the Sellers or their Permitted Transferees beneficially own, in the aggregate, less than 40% of the voting power of the Company’s capital stock entitled to vote generally in the election of directors, voting as a single class (we refer to this as “advisory charter proposal F”);
3.7.to provide that any director may be removed from the board of directors upon a good faith finding by the board of directors that such director is an Unsuitable Person (as defined in the Proposed Charter) (we refer to this as “advisory charter proposal G”);
3.8.to provide that any action required or permitted to be taken by the Company’s stockholders at any annual or special meeting of the stockholders of the Company may be taken by written consent (without a meeting) at any time that the Sellers and their Permitted Transferees beneficially own, in the aggregate, 40% or more of the voting power of the Company’s outstanding capital stock entitled to vote generally in the election of directors if a consent or consents in writing, setting forth the action to be taken, is signed by the holders of outstanding stock having no less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (we refer to this as “advisory charter proposal H”);
3.9.to provide that if the Delaware Court of Chancery lacks subject matter jurisdiction over a claim brought against or on behalf of the Company or any of its directors, officers, employees or stockholders, then the sole and exclusive forum for such action shall be another state or federal court located within the state of Delaware, unless the Court of Chancery (or such other state or federal court located within the state of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein, and to provide further that any cause of action arising under the Securities Act of 1933, as amended, that is asserted against the Company shall be brought in the federal district courts of the United States unless the Company consents in writing to an alternate forum, and to provide further that failure to enforce the forum selection clause of the Proposed Charter would cause the Company irreparable harm and entitle the Company to equitable relief to enforce the forum selection clause (we refer to this as “advisory charter proposal I”);
3.10.to provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “dMY Technology Group, Inc.” to “Rush Street Interactive, Inc.”, (ii) making the Company’s corporate existence perpetual and (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company (we refer to this as “advisory charter proposal J”);
4.The NYSE Proposal-to approve, assuming the business combination proposal and the charter amendment proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of more than 20% of our issued and outstanding common stock (i) pursuant to the terms of the Business Combination Agreement, (ii) upon the exchange of the Retained RSI Units pursuant to the Amended and Restated Limited Partnership Agreement of RSI (the “RSI A&R LPA”) and (iii) the issuance of Class A Common Stock in connection with subscription agreements entered into in connection with the business combination that, in each case, may result in any Seller or any other investor acquiring shares pursuant to such subscription agreements owning more than 20% of our outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under NYSE rules (we refer to this proposal as the “NYSE proposal”);
5.The Incentive Plan Proposal-to approve and adopt, assuming the business combination proposal, the charter amendment proposal and the NYSE proposal are approved and adopted, the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C (we refer to this proposal as the “incentive plan proposal” and, collectively with the business combination proposal, the charter amendment proposal and the NYSE proposal, the “condition precedent proposals”);
6.The Director Election Proposal-to elect nine directors, effective upon the Closing, to serve staggered terms on our board of directors until the 2021, 2022 and 2023 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (we refer to this proposal as the “director election proposal”);
7.The Adjournment Proposal-to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals (we refer to this proposal as the “adjournment proposal”).
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