8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 17, 2021

GOLDEN NUGGET ONLINE GAMING, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38893	83-3593048
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1510 West Loop South, Houston, Texas 77027

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 713-850-1010

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.0001 per share	GNOG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 2.02 Results of Operations and Financial Condition.

On May 17, 2021, Golden Nugget Online Gaming, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the first quarter ended March 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A slide presentation, which includes supplemental information relating to the Company's first quarter financial results, is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 2.02, including Exhibits 99.1 and 99.2, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated May 17, 2021.
99.2	Slide Presentation.

SIGNATURE

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.

	GOLDEN NUGGET ONLINE GAMING, INC.
Date: May 17, 2021	By:	/s/ Michael Harwell
		Name: Michael Harwell
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

Golden Nugget Online Gaming, Inc. Reports Financial Results for the First Quarter Ended March 31, 2021

- Record first quarter revenue, up 54% over the prior year

- Successfully launched online casino and online sportsbook in Michigan

- Secured market access in Colorado and Iowa

Houston (May 17, 2021) – Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) (the “Company”) today reported its financial results for the first quarter ended March 31, 2021.

First Quarter Highlights

- Revenue was $26.7 million, representing an increase of 54.2%, compared to $17.3 million during the first quarter of 2020.

- Net income was $69.6 million after gains on warrant derivatives liabilities of $81.1 million, a gain on the tax receivable agreement liability of $1.3 million and debt extinguishment expenses of $2.2 million.

- Adjusted EBITDA was $(3.5) million compared to Adjusted EBITDA of $5.9 million for the first quarter of 2020.

- The previous full-year revenue outlook range of $130 million to $145 million is maintained for 2021.

Revenues for the three months ended March 31, 2021, totaled $26.7 million, as compared to $17.3 million for the three months ended March 31, 2020. Net income was $69.6 million, compared to net income of $4.2 million in the prior year comparable period. Adjusted EBITDA, as defined below, for the three months ended March 31, 2021 was $(3.5) million compared to $5.9 million last year. Results for the first quarter of 2021 reflect non-cash gains on warrant derivative liabilities of $81.1 million and a non-cash gain on our tax receivable agreement liability of $1.3 million. All of our 10,541,667 public warrants were exercised or redeemed during the quarter. Additionally, first quarter results also reflect interest expense associated with the term loan credit agreement entered into on April 28, 2020. The Company’s results also reflect debt extinguishment costs of $2.2 million including the accelerated amortization of deferred loan costs and debt premium totaling $0.6 million associated with the early repayment of $10.6 million of the term loan during the three months ended March 31, 2021. Stock-based compensation expenses were $2.3 million for the three months ended March 31, 2021, when no such costs were recognized in the prior year.

President, Thomas Winter remarked “We are very pleased to start 2021 with such strong results across both our established and new expansion markets. We believe we are well positioned to capitalize on the significant and fast growing market for iGaming across North America. We expect that 2021 will be a milestone year for the Company as we are on target to be live in 6 states by the end of the year, including all 4 key iGaming states.”

Chairman and Chief Executive Officer, Tilman Fertitta added “The future is very bright for Golden Nugget Online Gaming as we achieved another record quarter in revenue and with our newly announced partnerships in Colorado and Iowa, we now have market access in 12 states, representing approximately 29% of the US population.”

Business Update

- Successfully completed our first quarter of operations in Michigan.

- Secured market access in Colorado with Maverick’s Z Casino for online sports and casino, subject to legislation and regulatory approvals.

- Secured market access in Iowa with the Wild Rose Casino for online sports and casino, subject to legislation and regulatory approvals.

- Completed exercise and redemption of all public warrants for cash proceeds of $110.2 million.

- Started the 1,800 square feet expansion of our live dealer studio in New Jersey

- Named to the shortlist of nominees in 5 categories for the EGR North America Awards 2021: “Casino Operator”, “Mobile Operator”, “Marketing Campaign”, “Customer Service Operator” and “Operator of the Year”.

Conference Call Details

A conference call for investors will be held Monday, May 17, 2021, at 3:30 p.m. Central Time to discuss the Company's first quarter results.

To access the conference call, please dial (855) 908-6093 (U.S.) or (639) 716-2098 (International) and reference conference ID 3395274. The conference call will also be webcast live through the Company's Investor Relations website at https://www.gnoginc.com.

About GNOG

Golden Nugget Online Gaming, Inc. is a leading online gaming company that is considered a market leader by its peers and was first to bring Live Dealer and Live Casino Floor to the United States online gaming market. GNOG was the recipient of 15 eGaming Review North America Awards, including the coveted "Operator of the Year" award in 2017, 2018, 2019 and 2020.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release, including guidance, our expected results of operations or financial condition, business strategy and plans, user growth and engagement, product initiatives, and objectives of management for future operations, and the impact of COVID-19 on our business and the economy as a whole, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "expectations," "forecast," "going to," "intend," "may," "plan," "potential," "predict," "project," "propose," "should," "target," "will," or "would" or the negative of these words or other similar terms or expressions. We caution you that the foregoing may not include all of the forward-looking statements made in this press release.

The financial results included in this press release are preliminary, estimated and unaudited. The preliminary financial results included in this press release reflect management’s estimates based solely upon information available to management as of the date of this press release and are subject to change upon the completion of GNOG’s financial closing procedures, final adjustments and other developments, including review by GNOG’s independent registered public accounting firm, that may arise between now and the time the financial results for the first quarter are finalized. During the course of that process, GNOG may identify items that would require it to make adjustments, which may be material, to the information in this press release. As a result, the preliminary unaudited financial information included in this press release is forward-looking information and is subject to risks and uncertainties, including possible material adjustments to the preliminary financial information and the other risks and uncertainties described below under “Forward-Looking Statements.” Accordingly, you should not place undue reliance on these estimates.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this press release primarily on our current expectations and projections about future events and trends, including the ongoing COVID-19 pandemic that we believe may affect our business, financial condition, results of operations, and prospects. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside GNOG's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the inability to recognize the anticipated benefits of GNOG's acquisition transaction; costs related to the acquisition transaction; the inability to maintain the listing of GNOG's shares on Nasdaq; GNOG's ability to manage growth; GNOG's ability to execute its business plan and meet its projections; potential litigation involving GNOG; changes in applicable laws or regulations, particularly with respect to gaming; general economic and market conditions impacting demand for GNOG's products and services, and in particular economic and market conditions in the media / entertainment / gaming / software industry in the markets in which GNOG's operates; the potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and GNOG's liquidity, operations and personnel, as well as risks, uncertainties, and other factors described in the section entitled "Risk Factors" in GNOG's filings with the SEC, which are available on the SEC's website at www.sec.gov. Additional information will be made available in other filings that we make from time to time with the SEC. In addition, any forward-looking statements contained in this press release are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, including future developments related to the COVID-19 pandemic, except as required by law.

Golden Nugget Online Gaming, Inc.

Unaudited

Consolidated Statement of Operations

(In thousands, except per share amounts)

	Three Months Ended
	March 31,
	2021			2020
Revenues
Gaming	$	23,066		$	14,905
Other		3,683			2,438
Total revenue		26,749			17,343
Costs and expenses
Cost of revenue		12,116			6,745
Advertising and promotion		14,371			2,977
General and administrative		6,077			1,696
Depreciation and amortization		44			34
Total costs and expenses		32,608			11,452
Operating income (loss)		(5,859	)		5,891
Other expense (income)
Interest expense, net		5,708			1
Gain on warrant derivatives		(81,091	)		-
Other expense		366			-
Total other (income) expense		(75,017	)		1
Income before income taxes		69,158			5,890
Provision for income taxes		(478	)		1,703
Net income		69,636			4,187
Net loss attributable to non-controlling interests		5,707			-
Net income attributable to GNOG	$	75,343		$	4,187
Earnings (loss) per share:
Basic	$	1.83			n/a
Diluted	$	(0.15	)		n/a
Weighted-average number of common shares outstanding:
Basic		41,162			n/a
Diluted		77,053			n/a

Non-GAAP Financial Measures

EBITDA and adjusted EBITDA are supplemental non-GAAP financial measures that are used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We define "EBITDA" as earnings (or loss) before interest, taxes, depreciation, and amortization, and we define "Adjusted EBITDA" as EBITDA before stock-based compensation, acquisition transaction related expenses, debt extinguishment expenses and other non-recurring items. Neither EBITDA nor Adjusted EBITDA is a measure of net income as determined by U.S. generally accepted accounting principles ("GAAP").

Management believes EBITDA and Adjusted EBITDA are useful because they allow management to more effectively evaluate our operating performance and compare the results of our operations from period to period and against our peers without regard to our financing methods or capital structure or non-recurring, non-cash transactions. We exclude the items listed above in calculating EBITDA and Adjusted EBITDA because these amounts can vary substantially from company to company depending upon capital structures and the method by which assets were acquired. None of EBITDA or Adjusted EBITDA should be considered an alternative to, or more meaningful than, net income (loss), the most closely comparable financial measure calculated in accordance with GAAP. Certain items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing a company's financial performance, such as a company's return on assets, cost of capital and tax structure. Our presentation EBITDA and Adjusted EBITDA should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

Reconciliation of net income to EBITDA and adjusted EBITDA (In thousands):

	Three Months Ended
	March 31,
	2021			2020
Net income	$	69,636		$	4,187
Adjusted for:
Provision for income taxes		(478	)		1,703
Interest expense, net		5,708			1
Depreciation and amortization		44			34
EBITDA	$	74,910		$	5,925
Adjusted for:
Debt extinguishment expenses		1,622			-
Gain on tax receivable agreement liability		(1,256	)		-
Gain on warrant derivatives		(81,091	)		-
Stock-based compensation		2,290			-
Adjusted EBITDA	$	(3,525	)	$	5,925

Adjusted EBITDA is comprised of the following (In thousands):

	Three Months Ended
	March 31,
	2021			2020
State-level adjusted EBITDA	$	(1,393	)	$	6,201
Corporate adjusted EBITDA		(2,132	)		(276	)
Total adjusted EBITDA	$	(3,525	)	$	5,925

Investor Relations Contacts

Sloan Bohlen, Solebury Trout

investors@gnoginc.com

Media Contacts

Katelyn Roche Gosslee, Dancie Perugini Ware Public Relations

Katelyn@dpwpr.com

Mary Ann Cuellar, Dancie Perugini Ware Public Relations

MaryAnn@dpwpr.com

713-224-9115

SOURCE Golden Nugget Online Gaming, Inc.

EX-99.2

Exhibit 99.2

Q1 2021 Earnings Presentation May 17th, 2021

DISCLAIMER 2 Forward - Looking Statements This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact s c ontained in this presentation, including guidance, our expected results of operations or financial condition, business strate gy and plans, user growth and engagement, product initiatives, and objectives of management for future operations, and the impac t o f COVID - 19 on our business and the economy as a whole, are forward - looking statements. In some cases, you can identify forward - looking statements because they contain words such as "anticipate," "believe," "contemplate," "continue," "could," "es timate," "expect," "expectations," "forecast," "going to," "intend," "may," "plan," "potential," "predict," "project," "pro pos e," "should," "target," "will," or "would" or the negative of these words or other similar terms or expressions. We caution y ou that the foregoing may not include all of the forward - looking statements made in this presentation. The financial results included in this presentation are preliminary, estimated and unaudited. The preliminary financial resul ts included in this presentation reflect management’s estimates based solely upon information available to management as of the date of this presentation and are subject to change upon the completion of GNOG’s financial closing procedures, final adj ust ments and other developments, including audit and review by GNOG’s independent registered public accounting firm, that may arise between now and the time the financial results for the fourth quarter and year - end are finalized. During the course of that process, GNOG may identify items that would require it to make adjustments, which may be material, to the information in this presentation. As a result, the preliminary unaudited financial information included in this presentation is forward - looking information and is subject to risks and uncertainties, including possible material adjustments to the preliminary financial information and the other risks and uncertainties described below under “Forward - Looking Statements.” Acco rdingly, you should not place undue reliance on these estimates. The information presented herein should not be considered a substitute for the financial information to be filed with the SEC in GNOG’s Annual Report on Form 10 - K for the fisc al year ended December 31, 2020 once it becomes available. You should not rely on forward - looking statements as predictions of future events. We have based the forward - looking statements contained in this Presentation primarily on our current expectations and projections about future events and trends, including the ongoing COVID - 19 pandemic that we believe may affect our business, financial condition, results of operations, and prospects. These forward - looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside GNOG's co ntrol, that could cause actual results or outcomes to differ materially from those discussed in the forward - looking statements. Important factors, among others, that may affect actual results or outcomes include the inability to recognize the anticipated benefits of GNOG's acquisition transaction; costs related to the acquisition transaction; the inability to maintain the listing of GNOG's shares on Nasdaq; GNOG's ability to manage growth; GNOG's ability to execute its business plan a nd meet its projections; potential litigation involving GNOG; changes in applicable laws or regulations, particularly with respect to gaming; general economic and market conditions impacting demand for GNOG's products and services, and in particu lar economic and market conditions in the media / entertainment / gaming / software industry in the markets in which GNOG's operates; the potential adverse effects of the ongoing global coronavirus (COVID - 19) pandemic on capital markets, genera l economic conditions, unemployment and GNOG's liquidity, operations and personnel, as well as risks, uncertainties, and other factors described in the section entitled "Risk Factors" in GNOG's filings with the SEC, which are available on t he SEC's website at www.sec.gov. Additional information will be made available in other filings that we make from time to time with the SEC. In addition, any forward - looking statements contained in this presentation are based on assumptions that we believ e to be reasonable as of this date. We undertake no obligation to update any forward - looking statements to reflect events or circumstances after the date of this presentation or to reflect new information or the occurrence of unanticipated events, in cluding future developments related to the COVID - 19 pandemic, except as required by law. Non - GAAP Financial Measures EBITDA and adjusted EBITDA are supplemental non - GAAP financial measures that are used by management and external users of our fi nancial statements, such as industry analysts, investors, lenders and rating agencies. We define "EBITDA" as earnings (or loss) before interest, taxes, depreciation, and amortization, and we define "Adjusted EBITDA" as EBITDA before stock - based c ompensation, acquisition transaction related expenses, debt extinguishment expenses and other non - recurring items. Neither EBITDA nor Adjusted EBITDA is a measure of net income as determined by U.S. generally accepted accounting principles ("G AAP"). Management believes EBITDA and Adjusted EBITDA are useful because they allow management to more effectively evaluate our oper ati ng performance and compare the results of our operations from period to period and against our peers without regard to our financing methods or capital structure or non - recurring, non - cash transactions. We exclude the items listed above in calculating EBITDA and Adjusted EBITDA because these amounts can vary substantially from company to company depending upon capital structures and the method by which assets were acquired. None of EBITDA or Adjusted EBITDA should be c ons idered an alternative to, or more meaningful than, net income (loss), the most closely comparable financial measure calculated in accordance with GAAP. Certain items excluded from EBITDA and Adjusted EBITDA are significant components in unde rst anding and assessing a company's financial performance, such as a company's return on assets, cost of capital and tax structure. Our presentation EBITDA and Adjusted EBITDA should not be construed as an inference that our results will be unaff ect ed by unusual or non - recurring items. Our computations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

GNOG HIGHLIGHTS 3 Delivered $26.7M Revenue in Q1 2021, representing a 54% growth over Q1 2020. Successfully launched online operations in Michigan, steadily increasing revenue in the state. Market access agreements growing to 12 states, now including Colorado and Iowa, and covering ~29% of U.S. population. About to launch Live Dealer in Michigan and undertaking a major expansion of our Live Dealer studio in Atlantic City, NJ. Shortlisted for 5 EGR North America 2021 Awards: Casino Operator, Mobile Operator, Customer Service Operator, Marketing Campaign and Operator of the Year. Public warrants exercised for $110M. Cash on hand at the end of Q1 ($154M) adequate to fund current growth plans.

$9.8M $12.5M $17.3M $26.7M 4 Q1 PERFORMANCE 1 ST QUARTER 2021 HIGHLIGHTS ACCELERATING REVENUE GROWTH Q1 2020 Q1 2021 • 54% growth in revenue 1 Q1 2021 over Q1 2020. • Sizeable investments in player acquisition in Michigan leading to continued growth of revenue and market share. • Preparing to enter new markets of West Virginia, Virginia, Pennsylvania and Illinois in the 2 nd half of 2021. • Profitability remains high in mature markets (~30% adjusted EBITDA 1 margin in New Jersey) and fuels investments in new markets. Q1 2019 Q1 2018 1. Revenue and adjusted EBITDA are unaudited for Q1 2021. For a reconciliation of EBITDA and Adjusted EBITDA to Net Income, p lea se refer to page 13.

Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 1. Players who deposited for the first time and subsequently placed a wager within the defined period. 2. Players acquired i n p rior periods who made a deposit and placed a wager during the current period. 3. Monthly average number of players who deposited and placed a wager within the defined period. 4. Total number of active depositing players over the 12 months endi ng in the last day of the given quarter. Q1 2021 KEY PERFORMANCE INDICATORS 5 Active First Time Depositors 1 Returning Active Depositors 2 Avg. Monthly Active Depositors 3 KPI Q1 2021 v Q1 2020 +386% +49% +126% 12 - MONTH ACTIVE DEPOSITORS 4 Total Active Depositors 22k 26k 29k 30k 45k

CONTINUED MARKET ACCESS EXPANSION 6 GNOG NOW HAS POTENTIAL MARKET ACCESS IN 12 STATES 1. Casino only. 2. Untethered sports license. 3. Source: U.S. Census Bureau. U.S. population. EXISTING MARKET ACCESS NEW MARKET ACCESS COVERING 29% 3 OF U.S. POPULATION IOWA COLORADO GNOG OSB & iGaming Market Access GNOG OSB Market Access GNOG iGaming Market Access NEW JERSEY MICHIGAN PENNSYLVANIA 1 WEST VIRGINIA VIRGINIA 2 NEW YORK 1 MISSISSIPPI ILLINOIS LOUISIANA NEVADA

MARKET COMPARISON 7 ONLINE CASINO REVENUES 1 IN 5 STATES MATCH ONLINE SPORTS BETTING IN 15 STATES 1. Source: Eilers & Krejcik . 2. Source: Eilers & Krejcik ; includes District of Columbia. $183M $68M $258M $641M $785M $230M $426M $461M $543 $813M Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 # States Live 2 9 3 12 3 12 4 13 4 15 5 iGaming OSB

KEY iGAMING STATES 8 1. Aggregation of New Jersey, Michigan, Pennsylvania and West Virginia; Source: Eilers & Krejcik . 2. Source: Eilers & Krejcik . MI iCasino GGR is net of estimated poker GGR. PA iCasino GGR includes an estimate of table game GGR. $811M 70% $348M 30% 4 States 1 Q1 2021 iCasino OSB $198M 78% $55M 22% MI 2 Q1 2021 $303M 64% $173M 36% NJ 2 Q1 2021 $298M 73% $113M 27% PA 2 Q1 2021 $11M 61% $7M 39% WV 2 Q1 2021 In the 4 largest iGaming States, Online Casino GGR is Twice The Size of OSB

NEW STATE EXPANSION PLAN 9 PLANNING TO GO LIVE IN 7 ADDITIONAL STATES IN THE NEXT 12 MONTHS 1. Pending legislation and regulatory approvals, for iGaming and/or online sports betting. • Market access already secured in 12 states, active discussions in additional states. • Nevada regulators considering online casino in addition to online poker. • Several other states have been discussing iGaming legislation, including Indiana and Illinois. • Actively pursuing Ontario, where iGaming could go live in 2022. ESTIMATED LAUNCH TIMELINE 1 Q3 2021 Q4 2021 2022 CO WV VA PA IL IA LA

10 STEADY GROWTH IN A NEW AND LARGE MARKET MICHIGAN LAUNCH • MI First Time Depositor gross monthly ARPU 2 is only 8% lower than NJ (Feb – Apr) – a positive trend considering MI household income is ~30% lower than NJ 3 . • Third full month iGaming GGR of $3.9M. Matches GGR achieved in month 52 in New Jersey. • 14% sequential GGR growth achieved in April, well above market trend. 1. Source: Michigan Gaming Control Board and Eilers & Krejcik (MI iCasino GGR is iGaming GGR net of estimated poker GGR) 2. Represents casino GGR, in their first month, of players who make their fi rs t deposit and placed a wager divided by number of first time depositors for the period from February 2021 to April 2021. 3. U.S. Census Bureau. $0.5M $2.2M $3.4M $3.9M Jan 2021 Feb 2021 Mar 2021 Apr 2021 GNOG iCasino GGR by Month ($) GNOG iCasino GGR Market Share 1 (%) 1.7% 2.8% 3.7% 4.3% Jan 2021 Feb 2021 Mar 2021 Apr 2021

11 2021 PRODUCT ROADMAP • Michigan: Live Dealer launch with Evolution Gaming. (Q2) • Michigan: Launching 100+ new games from new content providers including Evolution Gaming, IGT, AGS, Inspired Gaming and Spin Games. (Q2) • New Jersey: Building an 1,800 square feet expansion of our live dealer studio, increasing capacity from 18 to 33 tables. (Q3) • New portal User Interface to be released , first in West Virginia. (Q3) • Mobile Apps: submitted Android App to Google Play Store. • Business Intelligence: in - house development of new BI solution. (Q3)

FINANCIAL RESULTS 12 $26.7M Revenues in Q1 2021, +54% over Q1 2020 Public warrants exercised for $110M Cash on hand of $154M at the end of Q1 ($3.5M) Adj. EBITDA in Q1 2021

RECONCILIATION OF NON - GAAP MEASURES 13 ($ in millions) 2016 2017 2018 2019 2020 Q1 '20 Q1 '21 Net Income (loss) 1.6$ 4.5$ 7.2$ 11.7$ (31.7)$ 4.2$ 69.6$ Plus: Provision for income taxes - 0.5 4.7 6 -7.7 1.7 (0.5) Plus: Interest expense, net 0.1 0.1 - - 38.5 0.0 5.7 Plus: Depreciation and amortization - - 0.1 0.1 0.2 0.0 0.0 EBITDA 1.7$ 5.1$ 12.0$ 17.8$ (0.7)$ 5.9$ 74.9$ Plus: Debt extinguishment expenses - - - - 25.4 - 1.6 Plus: Gain on tax receivable agreement liability - - - - - - (1.3) Plus: Gain on Warrant derivatives - - - - - - (81.1) Plus: Stock-based compensation - - - - 0.1 - 2.3 Plus: Acquisition transaction expenses - - - - 4.1 - - Adjusted EBITDA 1.7$ 5.1$ 12.0$ 17.8$ 28.9$ 5.9$ (3.5)$ State Level Adjusted EBITDA 1.7 5.1 12.1 18.0 31.6 6.2 (1.3) Corporate Adjusted EBITDA (0.0) (0.0) (0.1) (0.2) (2.7) (0.3) (2.2)

14 DEFINITIONS Gross Gaming Revenue (GGR): Gross dollar value of all wagers less player wins. Gross Average Revenue Per User: Gross Gaming Revenue divided by the number of active depositing players over a period. Returning Active Depositors : Players acquired in prior periods who made a deposit and placed a wager during the current period. Average Monthly Active Depositors: Average Monthly Active Depositors defined as the monthly average number of players who deposited and placed a wager within the defined period. Active First Time Depositors: Players who make their first deposit and placed a wager during the period.