Contract analysis

I. Executive Summary On October 14, 2025, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "SEC" or the "Commission"), through the Branch Chief of the Office of Real Estate & Construction, issued a comment letter containing six comments on the preliminary prospectus supplement filed by Redstone Gaming Corp. ("RGC" or the "Company") on October 6, 2025 under Rule 424(

1. Comment 1 — Specificity of use of proceeds disclosure, including the Staff's request for approximate dollar amounts allocated to each identified use of proceeds;

2. Comment 2 — Request for an additional risk factor addressing the concentration of the Company's gaming revenues in Nevada (approximately 58% of total gaming revenue) and the regulatory risks associated with multi-state expansion;

3. Comment 3 — Request for an updated dilution table reflecting the anticipated offering price of $27.45 per share and showing the increase in net tangible book value per share attributable to new investors;

4. Comment 4 — Request that the Company's Form 10-K/A filed July 15, 2025 (amending the original Form 10-K for fiscal year 2024) be specifically identified in the incorporation-by-reference section of the prospectus supplement;

5. Comment 5 — Request for clarification of the plan of distribution section regarding stabilization activities and the circumstances under which the underwriters may engage in passive market making under Regulation M promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and

6. Comment 6 — Request that the legal opinion filed as Exhibit 5.1 to the registration statement be updated to cover the maximum number of shares issuable in the Offering, including the shares subject to the over-allotment option, and to reference the specific resolutions of the Company's Board of Directors authorizing the Offering. This memorandum analyzes each comment in detail, assesses the level of effort require

II. Background The following background information is provided for context and to facilitate review of the comment-by-comment analysis set forth in Section III below. Shelf Registration Statement. The Company's universal shelf registration statement on Form S-3 (File No. 333-278401) was originally filed with the SEC on March 14, 2024, covering the offer and sale from time to time of an aggregate of up to $750,000,00

III. Comment-by-Comment Analysis A. Comment 1 — Use of Proceeds

1. Staff Comment Summary. The Staff's first comment requests more specific disclosure regarding the allocation of net proceeds between the Company's planned Louisiana and Indiana expansion and the partial retirement of the 6.25% Senior Secured Notes due 2028. Specifically, the Staff notes that the preliminary prospectus supplement describes the use of proceeds in general terms, referencing the Company's intention to

2. Analysis. The comment is routine and entirely expected. In our experience, the Staff will issue this comment in virtually every case where the use of proceeds section identifies two or more material uses without specifying approximate dollar amounts. The Company's preliminary prospectus supplement was intentionally drafted with some degree of generality in the use of proceeds section, consistent with the Company's

3. Recommended Response Strategy. We recommend the following approach to responding to Comment 1: (a) Revise the "Use of Proceeds" section of the prospectus supplement to include approximate dollar amounts for each identified use, broken down as follows: approximately $70,000,000 for the Louisiana expansion; approximately $45,000,000 for the Indiana expansion; approximately $50,000,000 for partial retirement of the 6

1. Staff Comment Summary. The Staff's second comment requests an additional risk factor addressing the concentration of RGC's gaming revenues in the state of Nevada (approximately 58% of total gaming revenue for the fiscal year ended December 31, 2024) and the regulatory risks associated with the Company's planned multi-state expansion. The Staff notes that while the preliminary prospectus supplement includes general

2. Analysis. The Staff's comment is well-founded and reflects a reasonable reading of the Company's existing disclosures. RGC currently operates eight casino-resort properties across three states — Nevada (five properties, including the flagship Redstone Grand Las Vegas), New Jersey (two properties), and Mississippi (one property) — in addition to the RedBet Digital online gaming platform, which is licensed and opera

3. Recommended Response Strategy. We recommend the following approach to responding to Comment 2: (a) Draft a new risk factor to be added to the "Risk Factors" section of the prospectus supplement, with a title along the lines of: "A significant portion of our gaming revenues is concentrated in Nevada, and our expansion into new jurisdictions is subject to regulatory approval and other risks." The risk factor should

1. Staff Comment Summary. The Staff's third comment requests an updated dilution table reflecting the anticipated public offering price of $27.45 per share and showing the increase in net tangible book value per share attributable to new investors, as well as the dilution per share that new investors will experience.

2. Analysis. The preliminary prospectus supplement included a dilution section with a narrative discussion and a table, but the table was presented using placeholder figures and did not reflect the specific offering price of $27.45 per share or the precise number of shares being offered (6,557,377 shares in the base offering). The Staff's comment is standard and requires the Company to present a complete dilution tab

3. Recommended Response Strategy. We recommend the following approach to responding to Comment 3: (a) Update the dilution table with the specific figures reflecting the $27.45 offering price and 6,557,377 base shares, using confirmed net tangible book value data from the Company's most recent quarterly financial statements. (b) Coordinate with Lena Okafor and her financial team to obtain the current net tangible book

1. Staff Comment Summary. The Staff's fourth comment notes that the Company's Form 10-K/A filed with the SEC on July 15, 2025 (amending the originally filed Form 10-K for the fiscal year ended December 31, 2024) should be specifically identified in the incorporation-by-reference section of the prospectus supplement. The Staff observes that the incorporation-by-reference section of the preliminary prospectus supplemen

2. Analysis. This is a technical but important comment. Under SEC guidance and longstanding Staff practice, when a company files an amendment to a periodic report (such as a Form 10-K/A or a Form 10-Q/A), the amended report should be specifically referenced in the incorporation-by-reference section of any prospectus or prospectus supplement, particularly where the amended filing is the operative version of the report

3. Recommended Response Strategy. We recommend the following approach to responding to Comment 4: (a) Revise the incorporation-by-reference section of the prospectus supplement to specifically list the amended annual report as follows: "Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by Form 10-K/A filed with the SEC on July 15, 2025 (File No. 001-39847)." (b) Confirm with Darren Wh

1. Staff Comment Summary. The Staff's fifth comment requests clarification of the plan of distribution section regarding stabilization activities and the circumstances under which the underwriters may engage in passive market making under Regulation M promulgated under the Exchange Act. The Staff notes that the preliminary prospectus supplement's plan of distribution section included standard disclosure regarding pot

2. Analysis. Regulation M (Rules 101 through 105 under the Exchange Act) governs the trading activities of underwriters, issuers, selling securityholders, and other distribution participants during the period of a securities offering. The regulation is designed to prevent manipulation of the market for the securities being distributed. The key provisions relevant to the Staff's comment are as follows: • Rule 101 proh

3. Recommended Response Strategy. We recommend the following approach to responding to Comment 5: (a) Revise the "Plan of Distribution" section of the prospectus supplement to add specific disclosure regarding passive market making under Rule 103 of Regulation M, including a description of the conditions and limitations applicable to passive market making. If none of the underwriters is a registered market maker in R

1. Staff Comment Summary. The Staff's sixth and final comment requests that the legal opinion filed as Exhibit 5.1 to the registration statement be updated to cover the maximum number of shares issuable in the Offering, including the shares subject to the over-allotment option, and to reference the specific resolutions of the Board of Directors authorizing the Offering.

2. Analysis. The draft Exhibit 5.1 opinion, prepared by Calderwood & Harkness LLP in our capacity as issuer's counsel, covered 6,557,377 shares of common stock — the base offering amount only — and did not expressly cover the 983,606 additional shares issuable upon exercise of the over-allotment option, for a total maximum of 7,540,983 shares. The SEC requires that the legal opinion filed as Exhibit 5.1 cover all sha

3. Recommended Response Strategy. We recommend the following approach to responding to Comment 6: (a) Revise the Exhibit 5.1 legal opinion to cover the maximum number of shares issuable in the Offering, including the over-allotment option: 7,540,983 shares of common stock. (b) Revise the opinion to specifically reference the Board Resolutions adopted on September 30, 2025, and the Pricing Committee established thereu

IV. Coordination and Action Items The following coordination steps and action items are required to prepare and file the response letter by the target date of October 21, 2025. A. Client Coordination

1. Summary Email to General Counsel. Send an email to Darren Whitfield (EVP and General Counsel) summarizing the six SEC Staff comments and our recommended response strategies. Request the Company's approval of the proposed approach, with particular attention to the following items: (a) the revised use of proceeds allocation, including whether the Company is comfortable with the individual state-level breakdowns (app

2. CFO Coordination — Use of Proceeds and Dilution. Confirm with Lena Okafor (CFO) the following: (a) the precise allocation amounts for use of proceeds, as between the Louisiana expansion, Indiana expansion, partial debt retirement, and general corporate purposes; (b) the net tangible book value figures from the most recent quarterly financial statements (Form 10-Q for the quarter ended June 30, 2025) for purposes o

3. Form 10-K/A Confirmation. Confirm with Darren Whitfield the specific nature and scope of the amendments reflected in the Form 10-K/A filed July 15, 2025, including whether the amendment involved a restatement of financial statements, a correction of segment-level revenue disclosures, or other changes, and whether any additional disclosure in the prospectus supplement is warranted. Target: October 15–16, 2025. B. U

1. Draft Response Letter Review. Share the draft response letter with Whitmore & Pratt LLP (Thomas Beaumont and Rebecca Ling) for review, with particular attention to Comments 3 (dilution table) and 5 (plan of distribution / Regulation M). Underwriters' counsel will need to confirm that the revised plan of distribution language accurately reflects the underwriters' intended practices and is consistent with the underw

2. Market Maker Status Confirmation. Coordinate with Whitmore & Pratt to confirm with the Pinnacle Zanthor syndicate desk (Aisha Rowan and Colin Matsuda) whether any underwriter in the syndicate — Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, or Clearwater Capital Markets Inc. — is a registered market maker in RDGM on the NYSE, for purposes of the passive market making disclosure under Rule 103 of Regulat

1. Net Tangible Book Value Confirmation. Coordinate with Kaplan Feld & Associates LLP (Sandra Meyers, Engagement Partner) if updated or confirmed financial data is needed for the dilution table. We believe that the NTBV calculation can be derived from the Company's most recent Form 10-Q without the need for auditor involvement, but we should confirm this with Lena Okafor. If Kaplan Feld's involvement is required, we

V. Overall Assessment and Risk Evaluation Based on our analysis of the six Staff comments, we provide the following overall assessment and risk evaluation for purposes of advising the client and managing the Offering timeline. Nature of the Comments. The six comments are routine and typical for a follow-on equity offering by a gaming company using a shelf registration statement on Form S-3. The comments reflect the S

VI. Attachments The following attachments are enclosed with this memorandum for reference: Attachment A: Copy of SEC Staff Comment Letter dated October 14, 2025 (File No. 333-278401), addressed to Redstone Gaming Corp. Attachment B: Relevant pages of Preliminary Prospectu