the Business Combination; and

the issuance and sale of 16,043,002 shares of Class A Common Stock for a purchase price of $10.00 per share and an aggregate purchase price of $160.4 million in the PIPE pursuant to the Subscription Agreements.

the accompanying notes to the unaudited pro forma condensed combined financial statements;

the historical audited financial statements of dMY as of December 31, 2019 and for the period from September 27, 2019 (inception) through December 31, 2019 and the related notes, which are set forth on Annex F of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 14, 2020 by dMY (the “Proxy Statement”);

the historical audited consolidated financial statements of Legacy RSI as of and for the year ended December 31, 2019 and the related notes, which are set forth on Annex F of the Proxy Statement;

the historical unaudited financial statements of dMY as of and for the nine months ended September 30, 2020 and the related notes, which are set forth on Annex F of the Proxy Statement;

the historical unaudited consolidated financial statements of Legacy RSI as of and for the nine months ended September 30, 2020 and the related notes, which are set forth on Annex F of the Proxy Statement;

other information relating to dMY and Legacy RSI contained in the Proxy Statement, including the Business Combination Agreement and the description of certain terms thereof set forth in the section entitled “The Business Combination.”

Legacy RSI’s existing shareholders, through their ownership of the Class V Voting Stock, have the greatest voting interest in the combined entity with over 75% of the voting interest;

Legacy RSI’s directors represent the majority of the new board of directors of the combined company;

Legacy RSI’s senior management is the senior management of the combined company; and

Legacy RSI is the larger entity based on historical operating activity and has the larger employee base.

Assets

Cash and cash equivalents

Restricted cash

Players receivable

Due from affiliates

Prepaid expenses and other current assets

Total current assets

Investments held in Trust Account

License fee, net

Property and equipment, net

Operating lease right-of-use assets, net

Other assets

Total assets

Liabilities

Accounts payable

Accrued expenses

Share-based liability

Deferred royalty, short-term

Operating lease liabilities, short term

Due to partners

Due to affiliates

Other current liabilities

Total current liabilities

Deferred royalty, long term

Operating lease liabilities, long term

Deferred underwriting commissions associated with initial public offering

Total liabilities

Commitments and contingencies

Common stock subject to possible redemptions

Preferred units

Stockholders’ equity/ Members’ deficit

Preferred stock

Common stock

Class A

Class B

Class V

Members’ units

Additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

Total stockholders’ equity attributable to common shareholders / members’ deficit

Noncontrolling interests

Total stockholders’ equity/ members’ deficit

Total liabilities and stockholders’ equity/ members’ deficit

Revenue

Operating costs and expenses

Cost of revenue

Advertising and promotions

General, administrative and other

Depreciation and amortization

Total operating costs and expenses

Loss from operations

Other expense

Interest expense, net

Total other expense

Net loss

Net loss attributable to noncontrolling interests

Net loss attributable to common shareholders

Basic and diluted weighted average shares outstanding - Class A

Basic and diluted net loss per share - Class A

Revenue

Operating costs and expenses

Cost of revenue

Advertising and promotions

General, administrative and other

Depreciation and amortization

Total operating costs and expenses

Loss from operations

Other income (expense)

Interest expense, net

Gain on marketable securities, net, dividends and interest, held in Trust Account

Total other income (expense)

Loss before income tax expense

Income tax expense

Net loss

Net loss attributable to noncontrolling interests

Net loss attributable to common shareholders

Basic and diluted weighted average shares outstanding - Class A

Basic and diluted net loss per share - Class A

Basis of Presentation

dMY’s unaudited balance sheet as of September 30, 2020 and the related notes, which are set forth on Annex F of the Proxy Statement; and

Legacy RSI’s unaudited consolidated balance sheet as of September 30, 2020 and the related notes, which are set forth on Annex F of the Proxy Statement.

dMY’s audited statement of operations for the period from September 27, 2019 (inception) through December 31, 2019 and the related notes, which are set forth on Annex F of the Proxy Statement; and

Legacy RSI’s audited consolidated statement of operations for the year ended December 31, 2019 and the related notes, which are set forth on Annex F of the Proxy Statement.

dMY’s unaudited statement of operations for the nine months ended September 30, 2020 and the related notes, which are set forth on Annex F of the Proxy Statement; and

Legacy RSI’s unaudited consolidated statement of operations for the nine months ended September 30, 2020 and the related notes, which are set forth on Annex F of the Proxy Statement.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Reflects the reclassification of investments held in Trust Account that became available following the Business Combination.

Reflects the settlement of $8.1 million in deferred underwriting commissions.

Represents estimated transaction costs incurred by dMY and Legacy RSI of approximately $20.2 million for legal, financial advisory and other professional fees incurred in consummating the Business Combination. Of the amount:

$2.8 million was both deferred in prepaid expenses and other current assets and accrued in Accrued expenses by Legacy RSI as of September 30, 2020.

$2.4 million was accrued by dMY in Accrued expenses as of September 30, 2020 and recognize in expense during the nine-months ended September 30, 2020.

$17.8 million was reflected as a decrease in additional paid-in capital, which represents the estimated transaction costs of $20.2 million less the $2.4 million previously recognized in expense by dMY. The $2.4 million previously recognized in expense by dMY was reclassified to additional paid-in capital in Note 2(i) of this unaudited pro forma condensed combined financial information.

Reflects the proceeds of $160.4 million from the issuance and sale of 16,043,002 shares of Class A Common Stock at $10.00 per share in the PIPE pursuant to the terms of the Subscription Agreements.

Reflects the reclassification of $215.9 million of Class A Common Stock subject to possible redemption to permanent equity.

Reflects the conversion of Class B Common Stock held by the Initial Stockholders into Class A Common Stock.

Represents approximately $2.0 million of share-based expense associated with incentive profits interests that vested upon the Closing of the Business Combination. The cost expensed through retained earnings is included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 as discussed in Note (ee) below.

Reflects the recapitalization of the equity interests of Legacy RSI effective as of immediately prior to the Closing into a single class of common units pursuant to the Recapitalization Agreement.

Reflects the elimination of dMY’s historical accumulated deficit.

Reflects the issuance of 145,000,000 shares of Class V Voting Stock of the Company upon the Closing of the Business Combination. The Class V Voting Stock, par value $0.0001, entitles its holder to one vote per share but not any right to dividends or distributions.

Represents share redemptions of 485 shares of Class A Common Stock for $4,867 allocated to Class A Common Stock and additional paid-in capital using par value of $0.0001 per share and at a redemption price of $10.03 per share.

Represents the pro forma adjustment to: 1) reflect the payment of the $125.0 million for 12,500,000 Purchased RSI Units, and 2) to present the Retained RSI Units as noncontrolling interest upon the reorganization of the post-combination company into an Up-C structure. The noncontrolling interest adjustment reflects the allocation of the post-combination company’s total equity to the Retained RSI Unit holders approximate 76.9% economic interest in the post-combination company, as follows:

Historical Legacy RSI members’ deficit

Historical dMY total stockholders’ equity

Class A common stock issued in the PIPE

Reclass of redeemable public shares to permanent equity

Redemption of public shares

Recognition of accelerated share-based compensation

Recapitalization of Legacy RSI preferred units

Payment of transaction costs

Payment of Purchased RSI Units Cash Consideration

Retained RSI Units

Class A common stock

Represents pro forma adjustment to eliminate gain on marketable securities related to the Trust Account

Reflects the elimination of dMY’s income tax expense, which primarily relates to the gain on marketable securities held in the Trust Account.

Represents the pro forma adjustment to allocate net income (loss) to the noncontrolling interests as follows:

Net loss

Economic interest held by noncontrolling interest holders

Net loss attributable to noncontrolling interests

Reflects the elimination of transaction costs incurred by dMY in connection with the Business Combination for the nine months ended September 30, 2020 and to reflect these transaction costs as if incurred on January 1, 2019, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statements of operations. This is a non-recurring item.

Represents approximately $2.0 million of share-based expense associated with Legacy RSI incentive profits interests that vested upon the Closing of the Business Combination. These costs are reflected as incurred on January 1, 2019, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statements of operations. This is a non-recurring item.

Reflects additional compensation expense related to employment agreements entered into with Mr. Carlin and Mr. Sauers. For the year ended December 31, 2019, the pro forma adjustment includes approximately $1.0 million of non-recurring items associated with the employment agreement with Mr. Sauers related to a one-time signing bonus ($250,000) and a portion of a restricted share award that vested immediately following Mr. Sauers’ Start Date ($762,500). These non-recurring costs for the year ended December 31, 2019 and reflected as incurred on January 1, 2019, the date the Business Combination occurred, for the purpose of the unaudited pro forma condensed combined statement of operations.

Loss per Share

Pro forma net loss attributable to common shareholders (in thousands)

Weighted average shares outstanding, basic and diluted - Class A

Net loss per share, basic and diluted - Class A (1)

Weighted average shares calculation, basis and diluted - Class A

dMY public stockholders - Class A

Holders of dMY sponsor shares - Class A (2)

PIPE Investors - Class A

For the purpose of calculating diluted loss per share, it was assumed that all outstanding dMY Warrants sold in the IPO are exchanged for dMY Class A Common Stock. However, since this results in anti-dilution, the effect of such exchange was not included in the calculation of diluted loss per share.

The pro forma basic and diluted shares of the Holders of dMY sponsor shares exclude 1,212,813 shares of Class A Common Stock to be placed into escrow subject to the achievement of certain earnout targets pursuant to the Business Combination Agreement, as these shares are not deemed to be participating securities and would reduce the diluted net loss per share.