1033-00002 · Redstone Gaming Corp · Registration/Prospectus

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CONFIDENTIAL TREATMENT REQUESTED

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Filed Pursuant to Rule 462(b)

DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR FILING

Prepared on or about October 2025

This registration statement is being prepared on a precautionary basis in connection with a follow-on equity offering and may not need to be filed.

REDSTONE GAMING CORP.

(Exact Name of Registrant as Specified in Its Charter)

Address of Principal Executive Offices:

Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119 Telephone: (702) 555-7400

Agent for Service of Process:

Darren Whitfield Executive Vice President & General Counsel Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119

Delaware Registered Agent:

Capitol Corporate Services, Inc. 1209 Orange Street Wilmington, DE 19801

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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EXPLANATORY NOTE

This registration statement is filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), to register additional shares of common stock, par value $0.001 per share (the "Common Stock"), of Redstone Gaming Corp., a Delaware corporation (the "Company" or the "Registrant").

This registration statement relates to the Registrant's existing shelf registration statement on Form S-3 (File No. 333-278401) (the "Form S-3"), which was originally filed with the Securities and Exchange Commission (the "SEC" or the "Commission") on March 14, 2024, and was declared effective by the Commission on March 28, 2024. The Form S-3 registered an indeterminate number of securities of the Registrant for offer and sale from time to time in one or more offerings, up to an aggregate initial offering price of $750,000,000.

This Rule 462(b) registration statement is being prepared as a contingency measure in the event that the full exercise of the underwriters' over-allotment option in connection with the Registrant's underwritten public offering (the "Offering") of shares of Common Stock would cause the aggregate offering price of shares sold to exceed the remaining dollar amount registered on the Form S-3. This Rule 462(b) registration statement, if filed, shall become effective immediately upon filing with the SEC pursuant to Rule 462(b) under the Securities Act.

As further described in the section titled "Calculation of Registration Fee / Shelf Capacity Analysis" below, based on the currently anticipated public offering price and the remaining capacity available under the Form S-3, the Company does not currently expect that the filing of this Rule 462(b) registration statement will be necessary. This document has been prepared and is maintained in the transaction file solely as a precautionary measure in the event that changes in pricing, offering structure, or other circumstances cause the total aggregate offering price of shares sold in the Offering (including shares sold pursuant to the underwriters' over-allotment option) to approach or exceed the available shelf capacity under the Form S-3.

The contents of the Form S-3, including all exhibits and any amendments thereto, and the information incorporated by reference therein, are incorporated herein by reference and made a part of this registration statement, except as modified, supplemented, or superseded by the information contained in this registration statement.

CALCULATION OF REGISTRATION FEE / SHELF CAPACITY ANALYSIS

Shelf Registration Capacity Summary

The following table sets forth the total shelf registration capacity under Registration Statement No. 333-278401 on Form S-3, prior takedowns from such shelf capacity, and the remaining available capacity as of the date of this registration statement:

The September 2024 takedown consisted of $200,000,000 aggregate principal amount of the Company's 5.875% Senior Notes due 2031 (the "Senior Notes"), which were issued on September 20, 2024, pursuant to a prospectus supplement dated September 17, 2024, to the base prospectus dated March 28, 2024, forming a part of Registration Statement No. 333-278401. The Senior Notes were issued pursuant to an indenture dated as of September 20, 2024 (the "Indenture"), between the Company and Fidelitas Trust Company, N.A., as trustee. The Senior Notes are listed on the New York Stock Exchange under the symbol "RDGM 31."

After giving effect to the September 2024 takedown, the remaining aggregate offering price of securities available for issuance under the Form S-3 is $550,000,000. After giving effect to the base Offering (at the anticipated public offering price of $27.45 per share for 6,557,377 shares, or approximately $180,000,000 in aggregate offering price), the remaining shelf capacity is approximately $370,000,000.

Over-Allotment Option Analysis

In connection with the Offering, the underwriters will be granted an option (the "Over-Allotment Option"), exercisable for a period of 30 days from the date of the underwriting agreement, to purchase up to an additional 15% of the base shares offered in the Offering, solely to cover over-allotments. The following table sets forth the analysis of the Over-Allotment Option and its impact on available shelf capacity:

The maximum number of shares issuable in the Offering, assuming full exercise of the Over-Allotment Option, is 7,540,983 shares (6,557,377 base shares plus 983,606 additional shares). At the anticipated public offering price of $27.45 per share, the maximum gross proceeds from the Offering, assuming full exercise of the Over-Allotment Option, would be approximately $207,000,000 (calculated as 7,540,983 shares × $27.45 per share = $207,099,983.35).

The additional aggregate offering price attributable to the full exercise of the Over-Allotment Option is approximately $27,000,000 (calculated as $207,000,000 − $180,000,000 = approximately $27,000,000). This amount is well within the remaining $370,000,000 of available shelf capacity under Registration Statement No. 333-278401 following the base Offering.

Conclusion. Based on the anticipated public offering price of $27.45 per share and the current shelf capacity analysis, the maximum aggregate offering price of shares sold in the Offering (including shares sold pursuant to full exercise of the Over-Allotment Option) is not expected to exceed the remaining capacity under Registration Statement No. 333-278401. Accordingly, the filing of this Rule 462(b) registration statement is not expected to be necessary at this time. This draft is maintained solely as a precautionary measure in the event that changes in the final public offering price, changes in the number of shares offered, changes in the offering structure, or other circumstances that may arise between the date of this draft and the date of pricing (expected to be on or about October 28, 2025) could cause the total aggregate offering price to approach or exceed the available shelf capacity under the Form S-3.

Calculation of Registration Fee Table (Template)

The following table sets forth the calculation of the registration fee for securities to be registered under this registration statement, if filed. As of the date of this draft, the specific amounts have not been determined and will be completed at the time of filing, if any.

CALCULATION OF REGISTRATION FEE

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. The proposed maximum aggregate offering price represents the dollar amount of securities to be registered under this Rule 462(b) registration statement, which equals the excess, if any, of the aggregate offering price of all shares of Common Stock sold in the Offering (including shares sold pursuant to the exercise of the underwriters' Over-Allotment Option) over the remaining unsold dollar amount registered under Registration Statement No. 333-278401 on Form S-3.

(2) Calculated in accordance with Rule 457(r) under the Securities Act. The registration fee will be paid at the time of filing, if any, pursuant to Rule 456(b) under the Securities Act. If this registration statement is filed, the fee will be calculated based on the then-applicable fee rate as set by the Commission pursuant to Section 6(b) of the Securities Act, as adjusted from time to time in accordance with Section 6(b)(2) of the Securities Act. For fiscal year 2025, the SEC fee rate is $153.10 per $1,000,000 of the proposed maximum aggregate offering price (or such other rate as may be in effect at the time of filing).

SECURITIES TO BE REGISTERED

Title of Securities: Common Stock, par value $0.001 per share

Ticker Symbol: RDGM (New York Stock Exchange)

CUSIP Number: 76134Q 108

Number of Additional Shares to Be Registered: To be determined at the time of filing, if any. The number of additional shares to be registered under this Rule 462(b) registration statement will represent only those shares of Common Stock whose aggregate offering price (calculated at the public offering price) exceeds the remaining capacity under Registration Statement No. 333-278401 on Form S-3 at the time of filing. As discussed above under "Calculation of Registration Fee / Shelf Capacity Analysis," based on current pricing assumptions, the Company does not anticipate that registration of any additional shares under this registration statement will be necessary.

The shares of Common Stock to be registered hereunder, if any, are of the same class and series as the shares of Common Stock registered under the Company's existing Form S-3 (Registration Statement No. 333-278401). The description of the Company's Common Stock previously filed as part of Registration Statement No. 333-278401 is incorporated herein by reference. Such description includes, without limitation, information regarding voting rights, dividend rights, liquidation preferences, preemptive rights, and other material terms of the Common Stock as set forth in the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect.

No additional or different terms apply to the shares registered hereunder as compared to the shares registered under the Form S-3.

INCORPORATION BY REFERENCE

This registration statement incorporates by reference all documents and information incorporated by reference in the Registrant's Registration Statement on Form S-3 (File No. 333-278401), as set forth in the base prospectus dated March 28, 2024, forming a part thereof. Without limiting the generality of the foregoing, this registration statement specifically incorporates by reference the following documents:

(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 28, 2025, as amended by the Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024, filed with the Commission on July 15, 2025 (SEC File No. 001-41287);

(b) All Quarterly Reports on Form 10-Q filed by the Registrant with the Commission since December 31, 2024, including the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 9, 2025, and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 8, 2025 (SEC File No. 001-41287);

(c) All Current Reports on Form 8-K filed by the Registrant with the Commission since December 31, 2024 (other than any portions thereof that are furnished, rather than filed, pursuant to applicable SEC rules, including information furnished under Items 2.02 and 7.01 of Form 8-K) (SEC File No. 001-41287);

(d) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission, including any amendments or reports filed for the purpose of updating such description, including any description of the Registrant's Common Stock filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in Registration Statement No. 333-278401; and

(e) All other documents, reports, exhibits, and information incorporated by reference in the Form S-3, as described in the base prospectus dated March 28, 2024, forming a part thereof.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

This registration statement should be read in conjunction with the base prospectus dated March 28, 2024, forming a part of Registration Statement No. 333-278401, and the prospectus supplement relating to the Offering, which together describe the terms of the Offering, the Common Stock being offered, the plan of distribution, risk factors, and other information material to investors.

DESCRIPTION OF SECURITIES

The shares of Common Stock to be registered under this registration statement, if any, are described in the base prospectus dated March 28, 2024, forming a part of Registration Statement No. 333-278401. The following summary of the material terms of the Common Stock is qualified in its entirety by reference to the more complete description contained in the base prospectus and in the Registrant's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, copies of which are filed as exhibits to Registration Statement No. 333-278401.

Authorized Capital Stock. The Registrant's Amended and Restated Certificate of Incorporation authorizes the issuance of up to 300,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of October 3, 2025 (prior to the Offering), there were 152,400,000 shares of Common Stock outstanding. No shares of preferred stock are currently outstanding.

Common Stock. Holders of shares of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor, subject to any preferential dividend or other rights of any then-outstanding series of preferred stock. In the event of a liquidation, dissolution, or winding up of the Company, holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any then-outstanding preferred stock. The Common Stock has no preemptive, subscription, conversion, or redemption rights.

Preferred Stock. The Registrant's Amended and Restated Certificate of Incorporation authorizes the Board of Directors, without further stockholder action, to issue up to 10,000,000 shares of preferred stock in one or more series, to fix the rights, preferences, privileges, and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and the number of shares constituting any series. No shares of preferred stock are currently outstanding.

Transfer Agent and Registrar. The transfer agent and registrar for the Common Stock is Continental Share Services, Inc., located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004.

Listing. The Common Stock is listed on the New York Stock Exchange under the symbol "RDGM."

EXHIBITS

The following exhibits are filed (or to be filed) as part of this registration statement:

\* To be filed at the time of filing of this registration statement, if any.

Exhibit 5.1 — Opinion of Calderwood & Harkness LLP. The legal opinion to be filed as Exhibit 5.1 to this registration statement, if filed, will cover the maximum number of shares of Common Stock issuable in the Offering, including shares issuable upon full exercise of the underwriters' Over-Allotment Option (i.e., up to 7,540,983 shares), and will reference the specific resolutions adopted by the Board of Directors of the Company on September 30, 2025, authorizing the Offering and the issuance and sale of shares of Common Stock in connection therewith. The legal opinion filed as Exhibit 5.1 to Registration Statement No. 333-278401 covers shares of Common Stock registered under that registration statement. If this Rule 462(b) registration statement is filed, a supplemental or amended legal opinion will be filed as Exhibit 5.1 hereto, opining as to the due authorization, valid issuance, full payment, and non-assessability under the General Corporation Law of the State of Delaware of the additional shares of Common Stock registered hereunder.

Exhibit 23.1 — Consent of Kaplan Feld & Associates LLP. The consent of Kaplan Feld & Associates LLP, the Registrant's independent registered public accounting firm, will be obtained and filed as Exhibit 23.1 hereto if this registration statement is filed with the Commission. Such consent will relate to the incorporation by reference in this registration statement of Kaplan Feld & Associates LLP's reports on the Registrant's consolidated financial statements and internal control over financial reporting included in the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended.

Exhibit 23.2 — Consent of Calderwood & Harkness LLP. The consent of Calderwood & Harkness LLP will be included as part of the legal opinion filed as Exhibit 5.1, if this registration statement is filed.

Exhibit 24.1 — Power of Attorney. The power of attorney authorizing certain officers and directors of the Company to sign this registration statement on behalf of the other directors is incorporated by reference to the power of attorney contained in the signature page of Registration Statement No. 333-278401 on Form S-3. If such power of attorney is not applicable to this registration statement or has expired, a new power of attorney will be executed and filed as Exhibit 24.1 hereto.

UNDERTAKINGS

The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (1)(i), (1)(ii), and (1)(iii) above do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv) Any other communication that is an offer in the offering made by the Registrant to the purchaser.

(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The Registrant hereby incorporates by reference the undertakings set forth in the existing Form S-3 Registration Statement No. 333-278401, to the extent applicable to this Rule 462(b) registration statement and not otherwise set forth above.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on [●], 2025.

REDSTONE GAMING CORP.

By: ________

Name: Marcus Hale

Title: Chief Executive Officer & Director

By: ________

Name: Lena Okafor

Title: Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below has signed this registration statement pursuant to a Power of Attorney previously filed with Registration Statement No. 333-278401 on Form S-3, or as separately executed and filed herewith.

INTERNAL ANNOTATION / PRECAUTIONARY FILING MEMORANDUM

APPENDED WORKING NOTE — PRIVILEGED AND CONFIDENTIAL

ATTORNEY WORK PRODUCT — NOT FOR DISTRIBUTION OUTSIDE DEAL TEAM

Engagement Reference: C&H-2025-CM-04187

MEMORANDUM

1. Current Shelf Capacity Assessment

Based on the current pricing assumptions and the remaining shelf capacity under Registration Statement No. 333-278401 on Form S-3, we have confirmed the following:

• Anticipated public offering price: $27.45 per share.

• Remaining shelf capacity prior to the base Offering: $550,000,000 (total shelf capacity of $750,000,000, less $200,000,000 consumed by the September 2024 Senior Notes takedown).

• Base Offering aggregate offering price: Approximately $180,000,000 (6,557,377 shares × $27.45 per share).

• Remaining shelf capacity after the base Offering: Approximately $370,000,000.

• Maximum gross proceeds including full greenshoe exercise: Approximately $207,000,000 (7,540,983 shares × $27.45 per share).

• Additional proceeds attributable to full greenshoe exercise: Approximately $27,000,000.

The additional approximately $27,000,000 from full exercise of the underwriters' over-allotment option is well within the remaining $370,000,000 of available shelf capacity after the base Offering. Accordingly, based on current assumptions, this Rule 462(b) registration statement is not expected to need to be filed.

2. Timing and Update Instructions

This draft should be maintained in the transaction file and updated with final pricing terms on October 28, 2025 (the expected pricing date) for a final determination on whether filing of this Rule 462(b) registration statement is necessary. A final shelf capacity analysis should be run promptly after the public offering price is set by the Pricing Committee and communicated to the underwriting syndicate.

3. Contingency Scenarios Requiring Re-Analysis

If any of the following events occur, the shelf capacity analysis should be rerun and the filing determination revisited:

• Price Increase: If the final public offering price per share increases significantly above $27.45. The breakeven price at which total Offering proceeds (including full greenshoe exercise at 7,540,983 shares) would exhaust the remaining $550,000,000 of pre-Offering shelf capacity is approximately $72.93 per share (calculated as $550,000,000 ÷ 7,540,983 shares). However, a significant price increase could narrow the margin of remaining shelf capacity and should be evaluated in context.

• Share Increase: If the number of shares offered is substantially increased beyond the current assumptions. The Board of Directors, by resolution adopted on September 30, 2025, authorized the issuance and sale of up to a maximum of 8,000,000 shares of Common Stock in connection with the Offering. The Pricing Committee established a price floor of $25.00 per share. If 8,000,000 shares were offered at, for example, $27.45 per share, the aggregate offering price would be approximately $219,600,000, which would still be well within the $550,000,000 of available pre-Offering shelf capacity. However, if both the number of shares and the price per share were increased, the combined effect should be modeled.

• Structural Changes: If the Offering structure is modified in a manner that increases the total aggregate offering price (e.g., an increase in the Over-Allotment Option percentage, the addition of a concurrent offering of other securities off the shelf, or other changes).

• Additional Shelf Takedowns: If any additional securities are offered and sold under the Form S-3 between the date of this memorandum and the date of pricing, thereby reducing the available shelf capacity.

4. Underwriting Syndicate Notification

If filing of this Rule 462(b) registration statement becomes necessary, the following parties should be promptly notified and coordination initiated:

• Pinnacle Zanthor & Co. — Lead Bookrunning Manager

• Hargrove Williams Securities LLC — Joint Bookrunning Manager

• Clearwater Capital Markets Inc. — Co-Manager

• Whitmore & Pratt LLP (Underwriters' Counsel) — Thomas Beaumont and Rebecca Ling

Coordination with Whitmore & Pratt LLP will be required to ensure that the underwriting agreement and related documents properly reference this Rule 462(b) registration statement, if filed, and that the underwriters' counsel comfort letter and other closing deliverables account for the additional registration statement.

5. Filing Logistics

If filing is required, it will be made immediately prior to or concurrent with pricing of the Offering. Pursuant to Rule 462(b) under the Securities Act, this registration statement will become effective automatically upon filing with the Commission. No separate order declaring effectiveness will be required.

The registration fee, if any, will be calculated based on the then-applicable SEC fee rate and paid at the time of filing pursuant to Rules 456(b) and 457(r) under the Securities Act. The fee amount will be determined based on the excess, if any, of the aggregate offering price of all shares sold in the Offering (including shares sold pursuant to the Over-Allotment Option) over the remaining capacity under Registration Statement No. 333-278401.

The legal opinion (Exhibit 5.1), auditor consent (Exhibit 23.1), and any required power of attorney (Exhibit 24.1) will need to be finalized and filed contemporaneously with this registration statement if filing is required.

6. Contact Information

For questions regarding this memorandum or the Rule 462(b) precautionary filing, please contact:

Vivienne St. Claire, Partner Calderwood & Harkness LLP Telephone: (212) 555-1200

Email: vstclaire@calderwoodharkness.com

Brendan Walsh, Counsel Calderwood & Harkness LLP Telephone: (212) 555-1247

Email: bwalsh@calderwoodharkness.com

— End of Document —

State of Incorporation:	Delaware
IRS Employer Identification Number:	88-1034572
SEC CIK No.:	0001847293
SEC File No. of Prior Registration Statement:	333-278401
Item	Amount
Total shelf capacity at filing (March 14, 2024)	$750,000,000

Less: Prior Takedowns

September 2024 Takedown — 5.875% Senior Notes due 2031 (issued September 20, 2024, pursuant to an Indenture dated as of September 20, 2024, between the Company and Fidelitas Trust Company, N.A., as trustee)	($200,000,000)
Remaining shelf capacity before this Offering	$550,000,000
Base Offering amount (6,557,377 shares at anticipated public offering price of $27.45 per share)	($180,000,000)
Remaining shelf capacity after base Offering	$370,000,000
Item	Shares	Aggregate Offering Price
Base Offering shares	6,557,377	$180,000,000
Over-Allotment Option shares (15% of base shares)	983,606	$27,000,000 (approx.)
Maximum shares including full Over-Allotment Option exercise	7,540,983	$207,000,000 (approx.)
Title of Each Class of Securities to Be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Common Stock, par value $0.001 per share	$[●](1)	$[●](2)
Exhibit No.	Description
5.1	Opinion of Calderwood & Harkness LLP as to the legality of the shares of Common Stock being registered (to be filed).*
23.1	Consent of Kaplan Feld & Associates LLP, independent registered public accounting firm (to be filed).*
23.2	Consent of Calderwood & Harkness LLP (included in Exhibit 5.1, if filed).*
24.1	Power of Attorney (incorporated by reference to the power of attorney contained in the signature page of Registration Statement No. 333-278401 on Form S-3, as applicable; otherwise to be separately filed).*
Signature	Name	Title	Date
________	Marcus Hale	Chief Executive Officer & Director (Principal Executive Officer)	[●], 2025
________	Lena Okafor	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	[●], 2025
________	Patricia Moynihan	Independent Director; Chair of Finance Committee	[●], 2025
________	Raymond Chu	Independent Director; Chair of Audit Committee	[●], 2025
________	[Director]	Independent Director	[●], 2025
________	[Director]	Independent Director	[●], 2025
From:	Vivienne St. Claire and Brendan Walsh, Calderwood & Harkness LLP
To:	File — Redstone Gaming Corp. Follow-On Equity Offering (Rule 462(b) Precautionary Draft)
Date:	On or about October 2025

Re:

CONFIDENTIAL TREATMENT REQUESTED
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Filed Pursuant to Rule 462(b)
DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR FILING
Prepared on or about October 2025
This registration statement is being prepared on a precautionary basis in connection with a follow-on equity offering and may not need to be filed.
REDSTONE GAMING CORP.
(Exact Name of Registrant as Specified in Its Charter)
Address of Principal Executive Offices:
Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119 Telephone: (702) 555-7400
Agent for Service of Process:
Darren Whitfield Executive Vice President & General Counsel Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119
Delaware Registered Agent:
Capitol Corporate Services, Inc. 1209 Orange Street Wilmington, DE 19801
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
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EXPLANATORY NOTE
This registration statement is filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), to register additional shares of common stock, par value $0.001 per share (the "Common Stock"), of Redstone Gaming Corp., a Delaware corporation (the "Company" or the "Registrant").
This registration statement relates to the Registrant's existing shelf registration statement on Form S-3 (File No. 333-278401) (the "Form S-3"), which was originally filed with the Securities and Exchange Commission (the "SEC" or the "Commission") on March 14, 2024, and was declared effective by the Commission on March 28, 2024. The Form S-3 registered an indeterminate number of securities of the Registrant for offer and sale from time to time in one or more offerings, up to an aggregate initial offering price of $750,000,000.
This Rule 462(b) registration statement is being prepared as a contingency measure in the event that the full exercise of the underwriters' over-allotment option in connection with the Registrant's underwritten public offering (the "Offering") of shares of Common Stock would cause the aggregate offering price of shares sold to exceed the remaining dollar amount registered on the Form S-3. This Rule 462(b) registration statement, if filed, shall become effective immediately upon filing with the SEC pursuant to Rule 462(b) under the Securities Act.
As further described in the section titled "Calculation of Registration Fee / Shelf Capacity Analysis" below, based on the currently anticipated public offering price and the remaining capacity available under the Form S-3, the Company does not currently expect that the filing of this Rule 462(b) registration statement will be necessary. This document has been prepared and is maintained in the transaction file solely as a precautionary measure in the event that changes in pricing, offering structure, or other circumstances cause the total aggregate offering price of shares sold in the Offering (including shares sold pursuant to the underwriters' over-allotment option) to approach or exceed the available shelf capacity under the Form S-3.
The contents of the Form S-3, including all exhibits and any amendments thereto, and the information incorporated by reference therein, are incorporated herein by reference and made a part of this registration statement, except as modified, supplemented, or superseded by the information contained in this registration statement.
CALCULATION OF REGISTRATION FEE / SHELF CAPACITY ANALYSIS
Shelf Registration Capacity Summary
The following table sets forth the total shelf registration capacity under Registration Statement No. 333-278401 on Form S-3, prior takedowns from such shelf capacity, and the remaining available capacity as of the date of this registration statement:
The September 2024 takedown consisted of $200,000,000 aggregate principal amount of the Company's 5.875% Senior Notes due 2031 (the "Senior Notes"), which were issued on September 20, 2024, pursuant to a prospectus supplement dated September 17, 2024, to the base prospectus dated March 28, 2024, forming a part of Registration Statement No. 333-278401. The Senior Notes were issued pursuant to an indenture dated as of September 20, 2024 (the "Indenture"), between the Company and Fidelitas Trust Company, N.A., as trustee. The Senior Notes are listed on the New York Stock Exchange under the symbol "RDGM 31."
After giving effect to the September 2024 takedown, the remaining aggregate offering price of securities available for issuance under the Form S-3 is $550,000,000. After giving effect to the base Offering (at the anticipated public offering price of $27.45 per share for 6,557,377 shares, or approximately $180,000,000 in aggregate offering price), the remaining shelf capacity is approximately $370,000,000.
Over-Allotment Option Analysis
In connection with the Offering, the underwriters will be granted an option (the "Over-Allotment Option"), exercisable for a period of 30 days from the date of the underwriting agreement, to purchase up to an additional 15% of the base shares offered in the Offering, solely to cover over-allotments. The following table sets forth the analysis of the Over-Allotment Option and its impact on available shelf capacity:
The maximum number of shares issuable in the Offering, assuming full exercise of the Over-Allotment Option, is 7,540,983 shares (6,557,377 base shares plus 983,606 additional shares). At the anticipated public offering price of $27.45 per share, the maximum gross proceeds from the Offering, assuming full exercise of the Over-Allotment Option, would be approximately $207,000,000 (calculated as 7,540,983 shares × $27.45 per share = $207,099,983.35).
The additional aggregate offering price attributable to the full exercise of the Over-Allotment Option is approximately $27,000,000 (calculated as $207,000,000 − $180,000,000 = approximately $27,000,000). This amount is well within the remaining $370,000,000 of available shelf capacity under Registration Statement No. 333-278401 following the base Offering.
Conclusion. Based on the anticipated public offering price of $27.45 per share and the current shelf capacity analysis, the maximum aggregate offering price of shares sold in the Offering (including shares sold pursuant to full exercise of the Over-Allotment Option) is not expected to exceed the remaining capacity under Registration Statement No. 333-278401. Accordingly, the filing of this Rule 462(b) registration statement is not expected to be necessary at this time. This draft is maintained solely as a precautionary measure in the event that changes in the final public offering price, changes in the number of shares offered, changes in the offering structure, or other circumstances that may arise between the date of this draft and the date of pricing (expected to be on or about October 28, 2025) could cause the total aggregate offering price to approach or exceed the available shelf capacity under the Form S-3.
Calculation of Registration Fee Table (Template)
The following table sets forth the calculation of the registration fee for securities to be registered under this registration statement, if filed. As of the date of this draft, the specific amounts have not been determined and will be completed at the time of filing, if any.
CALCULATION OF REGISTRATION FEE
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. The proposed maximum aggregate offering price represents the dollar amount of securities to be registered under this Rule 462(b) registration statement, which equals the excess, if any, of the aggregate offering price of all shares of Common Stock sold in the Offering (including shares sold pursuant to the exercise of the underwriters' Over-Allotment Option) over the remaining unsold dollar amount registered under Registration Statement No. 333-278401 on Form S-3.
(2) Calculated in accordance with Rule 457(r) under the Securities Act. The registration fee will be paid at the time of filing, if any, pursuant to Rule 456(b) under the Securities Act. If this registration statement is filed, the fee will be calculated based on the then-applicable fee rate as set by the Commission pursuant to Section 6(b) of the Securities Act, as adjusted from time to time in accordance with Section 6(b)(2) of the Securities Act. For fiscal year 2025, the SEC fee rate is $153.10 per $1,000,000 of the proposed maximum aggregate offering price (or such other rate as may be in effect at the time of filing).
SECURITIES TO BE REGISTERED
Title of Securities: Common Stock, par value $0.001 per share
Ticker Symbol: RDGM (New York Stock Exchange)
CUSIP Number: 76134Q 108
Number of Additional Shares to Be Registered: To be determined at the time of filing, if any. The number of additional shares to be registered under this Rule 462(b) registration statement will represent only those shares of Common Stock whose aggregate offering price (calculated at the public offering price) exceeds the remaining capacity under Registration Statement No. 333-278401 on Form S-3 at the time of filing. As discussed above under "Calculation of Registration Fee / Shelf Capacity Analysis," based on current pricing assumptions, the Company does not anticipate that registration of any additional shares under this registration statement will be necessary.
The shares of Common Stock to be registered hereunder, if any, are of the same class and series as the shares of Common Stock registered under the Company's existing Form S-3 (Registration Statement No. 333-278401). The description of the Company's Common Stock previously filed as part of Registration Statement No. 333-278401 is incorporated herein by reference. Such description includes, without limitation, information regarding voting rights, dividend rights, liquidation preferences, preemptive rights, and other material terms of the Common Stock as set forth in the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect.
No additional or different terms apply to the shares registered hereunder as compared to the shares registered under the Form S-3.
INCORPORATION BY REFERENCE
This registration statement incorporates by reference all documents and information incorporated by reference in the Registrant's Registration Statement on Form S-3 (File No. 333-278401), as set forth in the base prospectus dated March 28, 2024, forming a part thereof. Without limiting the generality of the foregoing, this registration statement specifically incorporates by reference the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 28, 2025, as amended by the Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024, filed with the Commission on July 15, 2025 (SEC File No. 001-41287);
(b) All Quarterly Reports on Form 10-Q filed by the Registrant with the Commission since December 31, 2024, including the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 9, 2025, and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 8, 2025 (SEC File No. 001-41287);
(c) All Current Reports on Form 8-K filed by the Registrant with the Commission since December 31, 2024 (other than any portions thereof that are furnished, rather than filed, pursuant to applicable SEC rules, including information furnished under Items 2.02 and 7.01 of Form 8-K) (SEC File No. 001-41287);
(d) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission, including any amendments or reports filed for the purpose of updating such description, including any description of the Registrant's Common Stock filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in Registration Statement No. 333-278401; and
(e) All other documents, reports, exhibits, and information incorporated by reference in the Form S-3, as described in the base prospectus dated March 28, 2024, forming a part thereof.
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
This registration statement should be read in conjunction with the base prospectus dated March 28, 2024, forming a part of Registration Statement No. 333-278401, and the prospectus supplement relating to the Offering, which together describe the terms of the Offering, the Common Stock being offered, the plan of distribution, risk factors, and other information material to investors.
DESCRIPTION OF SECURITIES
The shares of Common Stock to be registered under this registration statement, if any, are described in the base prospectus dated March 28, 2024, forming a part of Registration Statement No. 333-278401. The following summary of the material terms of the Common Stock is qualified in its entirety by reference to the more complete description contained in the base prospectus and in the Registrant's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, copies of which are filed as exhibits to Registration Statement No. 333-278401.
Authorized Capital Stock. The Registrant's Amended and Restated Certificate of Incorporation authorizes the issuance of up to 300,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of October 3, 2025 (prior to the Offering), there were 152,400,000 shares of Common Stock outstanding. No shares of preferred stock are currently outstanding.
Common Stock. Holders of shares of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor, subject to any preferential dividend or other rights of any then-outstanding series of preferred stock. In the event of a liquidation, dissolution, or winding up of the Company, holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any then-outstanding preferred stock. The Common Stock has no preemptive, subscription, conversion, or redemption rights.
Preferred Stock. The Registrant's Amended and Restated Certificate of Incorporation authorizes the Board of Directors, without further stockholder action, to issue up to 10,000,000 shares of preferred stock in one or more series, to fix the rights, preferences, privileges, and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and the number of shares constituting any series. No shares of preferred stock are currently outstanding.
Transfer Agent and Registrar. The transfer agent and registrar for the Common Stock is Continental Share Services, Inc., located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004.
Listing. The Common Stock is listed on the New York Stock Exchange under the symbol "RDGM."
EXHIBITS
The following exhibits are filed (or to be filed) as part of this registration statement:
\* To be filed at the time of filing of this registration statement, if any.
Exhibit 5.1 — Opinion of Calderwood & Harkness LLP. The legal opinion to be filed as Exhibit 5.1 to this registration statement, if filed, will cover the maximum number of shares of Common Stock issuable in the Offering, including shares issuable upon full exercise of the underwriters' Over-Allotment Option (i.e., up to 7,540,983 shares), and will reference the specific resolutions adopted by the Board of Directors of the Company on September 30, 2025, authorizing the Offering and the issuance and sale of shares of Common Stock in connection therewith. The legal opinion filed as Exhibit 5.1 to Registration Statement No. 333-278401 covers shares of Common Stock registered under that registration statement. If this Rule 462(b) registration statement is filed, a supplemental or amended legal opinion will be filed as Exhibit 5.1 hereto, opining as to the due authorization, valid issuance, full payment, and non-assessability under the General Corporation Law of the State of Delaware of the additional shares of Common Stock registered hereunder.
Exhibit 23.1 — Consent of Kaplan Feld & Associates LLP. The consent of Kaplan Feld & Associates LLP, the Registrant's independent registered public accounting firm, will be obtained and filed as Exhibit 23.1 hereto if this registration statement is filed with the Commission. Such consent will relate to the incorporation by reference in this registration statement of Kaplan Feld & Associates LLP's reports on the Registrant's consolidated financial statements and internal control over financial reporting included in the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended.
Exhibit 23.2 — Consent of Calderwood & Harkness LLP. The consent of Calderwood & Harkness LLP will be included as part of the legal opinion filed as Exhibit 5.1, if this registration statement is filed.
Exhibit 24.1 — Power of Attorney. The power of attorney authorizing certain officers and directors of the Company to sign this registration statement on behalf of the other directors is incorporated by reference to the power of attorney contained in the signature page of Registration Statement No. 333-278401 on Form S-3. If such power of attorney is not applicable to this registration statement or has expired, a new power of attorney will be executed and filed as Exhibit 24.1 hereto.
UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i), (1)(ii), and (1)(iii) above do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and
(iv) Any other communication that is an offer in the offering made by the Registrant to the purchaser.
(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The Registrant hereby incorporates by reference the undertakings set forth in the existing Form S-3 Registration Statement No. 333-278401, to the extent applicable to this Rule 462(b) registration statement and not otherwise set forth above.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on [●], 2025.
REDSTONE GAMING CORP.
By: ________
Name: Marcus Hale
Title: Chief Executive Officer & Director
By: ________
Name: Lena Okafor
Title: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below has signed this registration statement pursuant to a Power of Attorney previously filed with Registration Statement No. 333-278401 on Form S-3, or as separately executed and filed herewith.
INTERNAL ANNOTATION / PRECAUTIONARY FILING MEMORANDUM
APPENDED WORKING NOTE — PRIVILEGED AND CONFIDENTIAL
ATTORNEY WORK PRODUCT — NOT FOR DISTRIBUTION OUTSIDE DEAL TEAM
Engagement Reference: C&H-2025-CM-04187
MEMORANDUM
1. Current Shelf Capacity Assessment
Based on the current pricing assumptions and the remaining shelf capacity under Registration Statement No. 333-278401 on Form S-3, we have confirmed the following:
•  Anticipated public offering price: $27.45 per share.
•  Remaining shelf capacity prior to the base Offering: $550,000,000 (total shelf capacity of $750,000,000, less $200,000,000 consumed by the September 2024 Senior Notes takedown).
•  Base Offering aggregate offering price: Approximately $180,000,000 (6,557,377 shares × $27.45 per share).
•  Remaining shelf capacity after the base Offering: Approximately $370,000,000.
•  Maximum gross proceeds including full greenshoe exercise: Approximately $207,000,000 (7,540,983 shares × $27.45 per share).
•  Additional proceeds attributable to full greenshoe exercise: Approximately $27,000,000.
The additional approximately $27,000,000 from full exercise of the underwriters' over-allotment option is well within the remaining $370,000,000 of available shelf capacity after the base Offering. Accordingly, based on current assumptions, this Rule 462(b) registration statement is not expected to need to be filed.
2. Timing and Update Instructions
This draft should be maintained in the transaction file and updated with final pricing terms on October 28, 2025 (the expected pricing date) for a final determination on whether filing of this Rule 462(b) registration statement is necessary. A final shelf capacity analysis should be run promptly after the public offering price is set by the Pricing Committee and communicated to the underwriting syndicate.
3. Contingency Scenarios Requiring Re-Analysis
If any of the following events occur, the shelf capacity analysis should be rerun and the filing determination revisited:
•  Price Increase: If the final public offering price per share increases significantly above $27.45. The breakeven price at which total Offering proceeds (including full greenshoe exercise at 7,540,983 shares) would exhaust the remaining $550,000,000 of pre-Offering shelf capacity is approximately $72.93 per share (calculated as $550,000,000 ÷ 7,540,983 shares). However, a significant price increase could narrow the margin of remaining shelf capacity and should be evaluated in context.
•  Share Increase: If the number of shares offered is substantially increased beyond the current assumptions. The Board of Directors, by resolution adopted on September 30, 2025, authorized the issuance and sale of up to a maximum of 8,000,000 shares of Common Stock in connection with the Offering. The Pricing Committee established a price floor of $25.00 per share. If 8,000,000 shares were offered at, for example, $27.45 per share, the aggregate offering price would be approximately $219,600,000, which would still be well within the $550,000,000 of available pre-Offering shelf capacity. However, if both the number of shares and the price per share were increased, the combined effect should be modeled.
•  Structural Changes: If the Offering structure is modified in a manner that increases the total aggregate offering price (e.g., an increase in the Over-Allotment Option percentage, the addition of a concurrent offering of other securities off the shelf, or other changes).
•  Additional Shelf Takedowns: If any additional securities are offered and sold under the Form S-3 between the date of this memorandum and the date of pricing, thereby reducing the available shelf capacity.
4. Underwriting Syndicate Notification
If filing of this Rule 462(b) registration statement becomes necessary, the following parties should be promptly notified and coordination initiated:
•  Pinnacle Zanthor & Co. — Lead Bookrunning Manager
•  Hargrove Williams Securities LLC — Joint Bookrunning Manager
•  Clearwater Capital Markets Inc. — Co-Manager
•  Whitmore & Pratt LLP (Underwriters' Counsel) — Thomas Beaumont and Rebecca Ling
Coordination with Whitmore & Pratt LLP will be required to ensure that the underwriting agreement and related documents properly reference this Rule 462(b) registration statement, if filed, and that the underwriters' counsel comfort letter and other closing deliverables account for the additional registration statement.
5. Filing Logistics
If filing is required, it will be made immediately prior to or concurrent with pricing of the Offering. Pursuant to Rule 462(b) under the Securities Act, this registration statement will become effective automatically upon filing with the Commission. No separate order declaring effectiveness will be required.
The registration fee, if any, will be calculated based on the then-applicable SEC fee rate and paid at the time of filing pursuant to Rules 456(b) and 457(r) under the Securities Act. The fee amount will be determined based on the excess, if any, of the aggregate offering price of all shares sold in the Offering (including shares sold pursuant to the Over-Allotment Option) over the remaining capacity under Registration Statement No. 333-278401.
The legal opinion (Exhibit 5.1), auditor consent (Exhibit 23.1), and any required power of attorney (Exhibit 24.1) will need to be finalized and filed contemporaneously with this registration statement if filing is required.
6. Contact Information
For questions regarding this memorandum or the Rule 462(b) precautionary filing, please contact:
Vivienne St. Claire, Partner Calderwood & Harkness LLP Telephone: (212) 555-1200
Email: vstclaire@calderwoodharkness.com
Brendan Walsh, Counsel Calderwood & Harkness LLP Telephone: (212) 555-1247
Email: bwalsh@calderwoodharkness.com
— End of Document —
State of Incorporation: | Delaware
IRS Employer Identification Number: | 88-1034572
SEC CIK No.: | 0001847293
SEC File No. of Prior Registration Statement: | 333-278401
Item | Amount
Total shelf capacity at filing (March 14, 2024) | $750,000,000
Less: Prior Takedowns
September 2024 Takedown — 5.875% Senior Notes due 2031 (issued September 20, 2024, pursuant to an Indenture dated as of September 20, 2024, between the Company and Fidelitas Trust Company, N.A., as trustee) | ($200,000,000)
Remaining shelf capacity before this Offering | $550,000,000
Base Offering amount (6,557,377 shares at anticipated public offering price of $27.45 per share) | ($180,000,000)
Remaining shelf capacity after base Offering | $370,000,000
Item | Shares | Aggregate Offering Price
Base Offering shares | 6,557,377 | $180,000,000
Over-Allotment Option shares (15% of base shares) | 983,606 | $27,000,000 (approx.)
Maximum shares including full Over-Allotment Option exercise | 7,540,983 | $207,000,000 (approx.)
Title of Each Class of Securities to Be Registered | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee(2)
Common Stock, par value $0.001 per share | $[●](1) | $[●](2)
Exhibit No. | Description
5.1 | Opinion of Calderwood & Harkness LLP as to the legality of the shares of Common Stock being registered (to be filed).*
23.1 | Consent of Kaplan Feld & Associates LLP, independent registered public accounting firm (to be filed).*
23.2 | Consent of Calderwood & Harkness LLP (included in Exhibit 5.1, if filed).*
24.1 | Power of Attorney (incorporated by reference to the power of attorney contained in the signature page of Registration Statement No. 333-278401 on Form S-3, as applicable; otherwise to be separately filed).*
Signature | Name | Title | Date
________ | Marcus Hale | Chief Executive Officer & Director (Principal Executive Officer) | [●], 2025
________ | Lena Okafor | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | [●], 2025
________ | Patricia Moynihan | Independent Director; Chair of Finance Committee | [●], 2025
________ | Raymond Chu | Independent Director; Chair of Audit Committee | [●], 2025
________ | [Director] | Independent Director | [●], 2025
________ | [Director] | Independent Director | [●], 2025
From: | Vivienne St. Claire and Brendan Walsh, Calderwood & Harkness LLP
To: | File — Redstone Gaming Corp. Follow-On Equity Offering (Rule 462(b) Precautionary Draft)
Date: | On or about October 2025
Re: | Shelf Capacity Analysis and Filing Determination for Rule 462(b) Registration Statement

CONFIDENTIAL TREATMENT REQUESTED

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

REDSTONE GAMING CORP.

EXPLANATORY NOTE

CALCULATION OF REGISTRATION FEE / SHELF CAPACITY ANALYSIS

CALCULATION OF REGISTRATION FEE

SECURITIES TO BE REGISTERED

INCORPORATION BY REFERENCE

DESCRIPTION OF SECURITIES

EXHIBITS

UNDERTAKINGS

SIGNATURES

REDSTONE GAMING CORP.

INTERNAL ANNOTATION / PRECAUTIONARY FILING MEMORANDUM

MEMORANDUM

Record

Parties

Dates

Amounts