Darren,
I hope this note finds you well. As you are aware, we received yesterday (October 14, 2025) an SEC Staff comment letter containing six comments from the Branch Chief in the Office of Real Estate & Construction, Division of Corporation Finance, relating to the preliminary prospectus supplement that Redstone Gaming Corp. filed on October 6, 2025 under Rule 424(b)(5) in connection with the $180,000,000 follow-on equity offering off RGC's effective Form S-3 shelf registration (effective March 28, 2024). Our team has completed its initial analysis of the comments, and I wanted to provide you with a summary of each comment, our recommended response approach, and, importantly, the items on which we will need your input.
As a threshold matter, our strong recommendation is to target filing the response letter with the Staff by Tuesday, October 21, 2025. Maintaining this timeline is critical if we are to keep the offering on track for the expected pricing date of October 28, 2025 and closing on October 31, 2025. I have attached for your review a more detailed SEC Comment Analysis Memorandum prepared by Brendan Walsh and Natasha Forbes (dated today, October 15, 2025), which provides additional context and legal analysis for each comment. What follows below is a practical summary with an emphasis on action items.
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**COMMENT-BY-COMMENT SUMMARY AND RECOMMENDED APPROACH**
**Comment 1 — Use of Proceeds**
*Staff Request:* The Staff has requested more specific disclosure regarding the allocation of net proceeds between the Louisiana and Indiana expansion projects and the partial retirement of the 6.25% Senior Secured Notes due 2028, including approximate dollar amounts for each identified use of proceeds. The current disclosure references these categories in general terms but does not provide specific dollar breakdowns.
*Recommended Approach:* We recommend revising the Use of Proceeds section to disclose approximate dollar amounts as follows:
- Approximately $70,000,000 for the acquisition of development rights and initial construction costs for the casino-resort in Bossier City, Louisiana; - Approximately $45,000,000 for the renovation and rebranding of the leased gaming facility in Gary, Indiana; - Approximately $50,000,000 for partial retirement of the 6.25% Senior Secured Notes due 2028 at par, which would reduce the outstanding principal amount from $325,000,000 to $275,000,000; and - The remainder (approximately $6,450,000) for general corporate purposes,
reflecting total net proceeds (base offering, after all expenses) of approximately $171,450,000.
*Client Input Requested:* Darren, I would ask that you confirm these allocations with Lena Okafor and the finance team. Specifically: (a) are these dollar breakdowns consistent with current Board-level planning and management's expectations; and (b) is management comfortable publishing these specific figures? I want to flag that once these allocations are disclosed in the prospectus supplement, there will be market and investor expectations around adherence to them. We can build in appropriate flexibility language ("approximately," "subject to reallocation based on business needs," etc.), but the headline numbers will be noted. In addition, please confirm whether the characterizations of the Bossier City project as "acquisition of development rights and initial construction" and the Gary project as "renovation and rebranding of the leased gaming facility" accurately describe the current stage and nature of each project.
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**Comment 2 — Risk Factors (Nevada Revenue Concentration)**
*Staff Request:* The Staff has requested an additional risk factor specifically addressing the concentration of RGC's gaming revenues in Nevada (approximately 58% of total gaming revenue) and the regulatory risks associated with multi-state expansion.
*Recommended Approach:* We recommend drafting a new, standalone risk factor for the prospectus supplement that addresses the following topics:
- *Geographic concentration* — approximately 58% of RGC's total gaming revenue is derived from Nevada operations, making the company susceptible to regional economic downturns, changes in Nevada gaming regulations, and competitive pressures in the Las Vegas and broader Nevada market; - *Regulatory risks of multi-state expansion* — RGC's pending applications before the Louisiana Gaming Control Board (submitted August 12, 2025) and the Indiana Gaming Commission (submitted September 5, 2025) are subject to no assurance of approval, timing uncertainties, and potential conditions that could materially affect the scope, cost, or feasibility of the expansion projects; and - *Operational risks* of entering new markets in Louisiana and Indiana, including unfamiliarity with local competitive dynamics, regulatory environments, and customer demographics.
We will circulate draft risk factor language for your review by end of day tomorrow (October 16).
*Client Input Requested:* When you see the draft language, please consider: (a) does RGC have any concerns about the 58% figure or the way in which the Nevada concentration risk is characterized; (b) should the risk factor also reference any specific competitive dynamics or pending regulatory changes in Nevada that management is tracking; and (c) please confirm that the Louisiana Gaming Control Board application date of August 12, 2025, and the Indiana Gaming Commission application date of September 5, 2025, are accurate.
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**Comment 3 — Dilution Table**
*Staff Request:* The Staff has requested an updated dilution table reflecting the $27.45 per share offering price and showing the increase in net tangible book value per share attributable to new investors.
*Recommended Approach:* We will work with Lena's finance team and with Kaplan Feld & Associates LLP (Sandra Meyers) to prepare an updated dilution table based on: (i) pre-offering shares outstanding of 152,400,000; (ii) 6,557,377 base shares offered at $27.45 per share; and (iii) net tangible book value calculations derived from the most recent balance sheet. The table will show dilution per share to new investors in the standard format.
This is largely a mechanical and financial exercise. Brendan Walsh will take the lead in coordinating with Lena's team and Sandra Meyers to obtain the net tangible book value figures and will prepare the table format on our end. Minimal client judgment calls should be needed here, but Darren, please flag if there are any unusual or non-recurring items affecting RGC's net tangible book value that we should be aware of as we prepare the calculations.
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**Comment 4 — Incorporation by Reference (Form 10-K/A)**
*Staff Request:* The Staff has requested that we specifically identify RGC's Form 10-K/A filed on July 15, 2025 (amending the originally filed Form 10-K for fiscal year 2024) in the Incorporation by Reference section of the prospectus supplement.
*Recommended Approach:* This is a straightforward technical fix. We will revise the Incorporation by Reference section to specifically list the Form 10-K/A filed with the SEC on July 15, 2025, in addition to the original Form 10-K for FY 2024.
No client input is needed on this point. We will handle it in the revised prospectus supplement. I am flagging it here solely for completeness.
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**Comment 5 — Plan of Distribution (Stabilization / Regulation M)**
*Staff Request:* The Staff has requested clarification regarding stabilization activities and the circumstances under which the underwriters may engage in passive market making under Regulation M.
*Recommended Approach:* We will revise the Plan of Distribution section to include more detailed disclosure regarding: (i) stabilization transactions that Pinnacle Zanthor & Co., as lead bookrunning manager, may conduct in accordance with Regulation M under the Securities Exchange Act of 1934; (ii) the circumstances under which passive market making may be undertaken, including applicable volume and price limitations; and (iii) short sales, syndicate covering transactions, and penalty bids.
We will coordinate directly with Whitmore & Pratt LLP (Thomas Beaumont and Rebecca Ling), counsel to the underwriters, to ensure the revised language is consistent with the underwriters' intended stabilization and market-making practices. No client input is needed on this item — it is a disclosure coordination matter between issuer's counsel and underwriters' counsel.
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**Comment 6 — Legal Opinion (Exhibit 5.1)**
*Staff Request:* The Staff has requested that the legal opinion filed as Exhibit 5.1 be updated to cover the maximum number of shares issuable including the over-allotment option and to reference the specific resolutions of the Board of Directors authorizing the offering.
*Recommended Approach:* We will revise our Exhibit 5.1 opinion to: (i) cover up to 7,540,983 shares (6,557,377 base shares plus 983,606 over-allotment option shares); (ii) specifically reference the Board of Directors resolutions adopted on September 30, 2025, authorizing the offering and establishing the Pricing Committee (consisting of Marcus Hale, Lena Okafor, and Patricia Moynihan); and (iii) opine on due authorization, valid issuance, full payment, and non-assessability of the shares under Delaware law.
This is an C&H workstream item, and no client action is needed. I am flagging it so that you are aware the opinion scope is being expanded to cover the over-allotment shares and will reference the September 30 Board resolutions by date.
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**ACTION ITEMS AND NEXT STEPS**
*Items Requiring Client Input (by Friday, October 17, 2025):*
1. Confirmation of the use-of-proceeds dollar allocations set forth under Comment 1 above — please coordinate with Lena. 2. Review and input on the proposed Nevada revenue concentration risk factor language (Comment 2) — we will circulate a draft of the risk factor to you by end of day Thursday, October 16. 3. Coordination with Lena's team to provide the net tangible book value data needed for the dilution table (Comment 3) — Brendan will reach out to Lena and Sandra Meyers directly. 4. Confirmation that the Louisiana Gaming Control Board application date of August 12, 2025, and the Indiana Gaming Commission application date of September 5, 2025, are accurate.
*Items C&H Will Handle Independently (with coordination as noted):*
- Incorporation by Reference revision (Comment 4) - Plan of Distribution revision, in coordination with Whitmore & Pratt (Comment 5) - Revised Exhibit 5.1 legal opinion (Comment 6)
Our target is to circulate a complete draft of the response letter and a redlined revised prospectus supplement to you and Lena by Monday, October 20, 2025, for your review, with the goal of filing the response with the Staff on Tuesday, October 21. If you or Lena would find it helpful, we are happy to set up a call to walk through any of the comments in greater detail — Brendan will coordinate scheduling on our end.
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Darren, I want to underscore the importance of keeping to this timeline given the October 28 pricing target. Any slippage in the comment response could push back the effectiveness of the revised prospectus supplement and, in turn, the pricing and closing dates. On a related note, we are continuing to progress the underwriting agreement negotiations with Whitmore & Pratt and the lock-up agreement process in parallel, so those workstreams should not be affected.
Please do not hesitate to call me directly if you have any questions or concerns about the comments, our recommended approach, or the timeline. I am available on my cell this evening and through the weekend.
Best regards,
Vivienne St. Claire Partner, Capital Markets Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, NY 10036 Tel: (212) 555-4871
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**Attachment:** SEC Comment Analysis Memorandum — Redstone Gaming Corp. (File No. 333-278401) — Prepared by Brendan Walsh and Natasha Forbes — October 15, 2025
*Note: Draft response letter and redlined prospectus supplement to follow early next week.*