1033-00002 · Redstone Gaming Corp · Registration/SEC Correspondence

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CALDERWOOD & HARKNESS LLP Attorneys at Law

7 Times Square, 38th Floor New York, New York 10036

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

October 21, 2025

DRAFT — SUBJECT TO FURTHER REVIEW AND REVISION

VIA EDGAR CORRESPONDENCE

Branch Chief Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Re: Redstone Gaming Corp. Prospectus Supplement filed October 6, 2025 pursuant to Rule 424(b)(5) Registration Statement on Form S-3 (File No. 333-278401) CIK No. 0001847293

Dear Sir or Madam:

We are writing on behalf of our client, Redstone Gaming Corp., a Delaware corporation ("RGC" or the "Company"), in response to the comment letter of the staff (the "Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission") dated October 14, 2025 (the "Comment Letter"), relating to the above-referenced prospectus supplement (the "Prospectus Supplement") filed with the Commission on October 6, 2025 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the Company's shelf registration statement on Form S-3 (File No. 333-278401) (the "Registration Statement"), originally filed with the Commission on March 14, 2024, and declared effective on March 28, 2024.

The Prospectus Supplement relates to an underwritten public offering (the "Offering") of shares of the Company's common stock, par value $0.001 per share (NYSE: RDGM) (the "Common Stock"). The Offering is being conducted pursuant to an underwriting agreement (the "Underwriting Agreement") among the Company, Pinnacle Zanthor & Co., as representative of the several underwriters named therein (the "Underwriters"), Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc.

For the convenience of the Staff, each comment from the Comment Letter is set forth below in bold type, followed by the Company's response. Where applicable, the Company has included proposed revised disclosure language reflecting the revisions to be included in a revised prospectus supplement (the "Revised Prospectus Supplement") that the Company intends to file with the Commission. Page references to the location of proposed revised disclosure correspond to the pages of the Prospectus Supplement as originally filed on October 6, 2025. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus Supplement.

Comment 1 — Use of Proceeds

The Staff requests more specific disclosure regarding the allocation of net proceeds between the Louisiana/Indiana expansion and the Senior Secured Notes retirement, including approximate dollar amounts for each use.

The Company acknowledges the Staff's comment and respectfully advises the Staff that it will revise the "Use of Proceeds" section of the Prospectus Supplement (currently appearing on pages S-12 through S-13) to provide more granular disclosure regarding the allocation of estimated net proceeds from the Offering among the Company's identified uses of proceeds.

Net proceeds to the Company from the base offering, after deducting the underwriting discount of $7,200,000 (representing 4.0% of the gross proceeds from the sale of the firm shares) and estimated offering expenses of approximately $1,350,000 (which include legal, accounting, printing, and filing fees), are estimated to be approximately $171,450,000.

In the Revised Prospectus Supplement, the Company will break down the previously disclosed allocation of approximately $115,000,000 for Louisiana and Indiana expansion projects into the following two sub-components:

• Approximately $70,000,000 is expected to be allocated to the acquisition of development rights and initial construction costs for a new casino-resort property in Bossier City, Louisiana. This project is subject to the approval of the Company's application to the Louisiana Gaming Control Board (the "LGCB"), which application was submitted on August 12, 2025, and remains pending as of the date of the Prospectus Supplement.

• Approximately $45,000,000 is expected to be allocated to the renovation and rebranding of a leased gaming facility in Gary, Indiana. This project is subject to the approval of the Company's application to the Indiana Gaming Commission (the "IGC"), which application was submitted on September 5, 2025, and remains pending as of the date of the Prospectus Supplement.

In addition, approximately $50,000,000 of the net proceeds will be used to retire a portion of the Company's outstanding 6.25% Senior Secured Notes due June 15, 2028 (the "Senior Secured Notes") (CUSIP 76134Q 206) at par, thereby reducing the outstanding principal amount of the Senior Secured Notes from $325,000,000 to approximately $275,000,000. The Senior Secured Notes are governed by an indenture dated June 15, 2021 (the "Indenture"), between the Company and Fidelitas Trust Company, N.A., as indenture trustee (the "Trustee"). The partial redemption will be conducted in accordance with the optional redemption provisions set forth in Section 3.07 of the Indenture, which permits the Company to redeem the Senior Secured Notes, in whole or in part, at par plus accrued and unpaid interest.

The remainder of the estimated net proceeds, approximately $6,450,000, will be used for general corporate purposes, which may include working capital, capital expenditures at the Company's existing properties, and other general business purposes.

The Company will also include disclosure noting that the amounts allocated to the Louisiana and Indiana projects are estimates and are subject to change depending on the timing and receipt of gaming regulatory approvals, the final scope and design of the respective projects, and market conditions prevailing at the time of expenditure. In the event that one or both of the pending gaming license applications is denied or materially delayed, the Company expects that the proceeds that would otherwise have been allocated to the affected project(s) would be redirected to the partial retirement of additional Senior Secured Notes, to investment in the Company's existing properties, or to other general corporate purposes.

The Company proposes to revise the "Use of Proceeds" section of the Prospectus Supplement as follows (revised text to appear at pages S-12 through S-13 of the Revised Prospectus Supplement):

We estimate that the net proceeds to us from this offering will be approximately $171,450,000, after deducting the underwriting discount of $7,200,000 and estimated offering expenses of approximately $1,350,000. If the underwriters exercise their over-allotment option in full, we estimate that the net proceeds to us will be approximately $197,321,000, after deducting the underwriting discount and estimated offering expenses.

We intend to use the net proceeds of this offering as follows:

Our planned Bossier City, Louisiana casino-resort development is subject to the approval of our pending application to the Louisiana Gaming Control Board, which was submitted on August 12, 2025 and remains pending as of the date of this prospectus supplement. Our planned Gary, Indiana gaming facility renovation and rebranding is subject to the approval of our pending application to the Indiana Gaming Commission, which was submitted on September 5, 2025 and remains pending as of the date of this prospectus supplement. There can be no assurance that either or both of these applications will be approved or, if approved, that they will be approved on the terms or within the timeframes we currently anticipate. If either or both of the gaming license applications is denied or materially delayed, we expect to reallocate the net proceeds that would otherwise have been used for the affected project(s) to the partial retirement of additional Senior Secured Notes, to investment in our existing properties, or to other general corporate purposes. See "Risk Factors" in this prospectus supplement for a discussion of risks associated with our pending gaming license applications.

The partial retirement of the Senior Secured Notes will be conducted in accordance with the optional redemption provisions of the indenture dated June 15, 2021, between the Company and Fidelitas Trust Company, N.A., as indenture trustee. We intend to redeem the applicable principal amount of Senior Secured Notes at par plus accrued and unpaid interest to the redemption date.

The foregoing represents our current intentions based on our present plans and business conditions. The amounts and timing of our actual expenditures will depend on numerous factors, including the factors described under "Risk Factors" in this prospectus supplement and the documents incorporated by reference herein. Accordingly, we retain broad discretion over the use of the net proceeds from this offering. Pending application of the net proceeds as described above, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing securities, including U.S. government obligations, money market funds, and certificates of deposit.

Comment 2 — Risk Factors

The Staff requests an additional risk factor 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.

The Company acknowledges the Staff's comment and respectfully advises the Staff that it will add a new risk factor to the "Risk Factors" section of the Prospectus Supplement (currently appearing at pages S-7 through S-11) to specifically address the geographic concentration of the Company's gaming revenues in Nevada and the regulatory risks associated with the Company's planned expansion into Louisiana and Indiana.

As background, the Company's gaming operations in the State of Nevada accounted for approximately 58% of the Company's total gaming revenue for the fiscal year ended December 31, 2024 ("FY 2024"), during which the Company reported total revenues of approximately $2.47 billion. The Company's remaining gaming revenue is derived from operations in New Jersey (gaming license NJDGE-2020-1138, issued by the New Jersey Division of Gaming Enforcement) and Mississippi (gaming license MGC-2018-0623, issued by the Mississippi Gaming Commission), as well as from the Company's digital gaming and sports wagering platform, RedBet Digital, which currently operates under separately issued licenses or approvals in twelve states.

The new risk factor will address the risks arising from the Company's significant dependence on its Nevada operations, the vulnerability of the Company's financial performance to adverse developments specific to the Nevada gaming market, and the additional regulatory risks, uncertainties, and compliance burdens associated with the Company's planned expansion into Louisiana and Indiana. The proposed new risk factor will also address the potential impact on the Company's intended use of net proceeds from the Offering in the event that the pending gaming license applications are not approved on the terms or timelines currently anticipated.

The Company proposes to add the following new risk factor to the "Risk Factors" section of the Revised Prospectus Supplement, immediately following the existing risk factor entitled "Our operations are subject to extensive gaming regulation and oversight" (currently appearing at page S-8):

*A significant portion of our gaming revenues is concentrated in Nevada, and our planned multi-state expansion subjects us to additional regulatory risks and uncertainties.*

For the fiscal year ended December 31, 2024, our gaming operations in the State of Nevada accounted for approximately 58% of our total gaming revenue, which totaled approximately $2.47 billion. Because of this concentration, our results of operations and financial condition are particularly susceptible to adverse regulatory, economic, competitive, and other developments affecting the Nevada gaming market. Changes in Nevada gaming laws or regulations, increases in gaming taxes or fees, heightened competition from new or existing gaming operators in Nevada, adverse economic conditions in the Las Vegas and Reno metropolitan areas, reductions in tourism, natural disasters, public health emergencies, and other factors that negatively affect the Nevada gaming industry could have a disproportionate and material adverse effect on our revenues, operating results, and financial condition.

In addition, we have submitted applications for gaming licenses in connection with our planned expansion into Louisiana and Indiana. We submitted an application to the Louisiana Gaming Control Board on August 12, 2025 in connection with a proposed new casino-resort development in Bossier City, Louisiana, and an application to the Indiana Gaming Commission on September 5, 2025 in connection with the planned renovation and rebranding of a leased gaming facility in Gary, Indiana. There can be no assurance that these applications will be approved, that any approvals will be obtained on the terms we anticipate, or that the approval process will not be subject to significant delays. The gaming regulatory approval process in each of these states involves extensive background investigations of the Company and its key personnel, including suitability determinations, and may also be affected by political, policy, or public interest considerations that are beyond our control. If either or both of these applications is denied or materially delayed, we would be unable to deploy a significant portion of the net proceeds from this offering for the intended purposes. See "Use of Proceeds."

Moreover, operating gaming facilities in multiple states subjects us to multiple, and potentially inconsistent, regulatory frameworks. We currently hold gaming licenses in Nevada, New Jersey (NJDGE-2020-1138), and Mississippi (MGC-2018-0623), and our RedBet Digital platform is licensed or approved to operate in twelve states. Each of these jurisdictions imposes its own regulatory requirements, including requirements related to suitability, reporting, internal controls, anti-money laundering compliance, responsible gaming, advertising, and taxation. Expansion into Louisiana and Indiana would add additional regulatory requirements and compliance costs, and would require us to devote additional management attention and resources to regulatory compliance across a broader range of jurisdictions. Failure to comply with the regulatory requirements of any jurisdiction in which we operate, or any adverse regulatory action taken against us in one jurisdiction, could have a material adverse effect on our ability to maintain our licenses in other jurisdictions, and could materially harm our business, financial condition, and results of operations.

If one or both of the gaming license applications in Louisiana or Indiana is not approved, we currently intend to reallocate the net proceeds that would have been allocated to the affected project or projects to the partial retirement of additional Senior Secured Notes, to investment in our existing properties, or to other general corporate purposes. There can be no assurance that any such alternative use of proceeds would generate returns comparable to those we anticipate from the planned Louisiana and Indiana projects.

Comment 3 — Dilution Table

The Staff requests an updated dilution table reflecting the offering price and showing the increase in net tangible book value per share attributable to new investors.

The Company acknowledges the Staff's comment and respectfully advises the Staff that it will revise the "Dilution" section of the Prospectus Supplement (currently appearing at pages S-14 through S-15) to include an updated dilution table that reflects the anticipated public offering price of $27.45 per share and clearly presents the dilutive effect of the Offering on existing stockholders and new investors.

The updated dilution table will be prepared based on the following assumptions and parameters:

• Shares outstanding before the Offering: 152,400,000 shares of Common Stock outstanding as of the most recent practicable date, based on the Company's most recently filed balance sheet data incorporated by reference into the Prospectus Supplement.

• Net tangible book value per share before the Offering: To be computed from the Company's consolidated balance sheet as of June 30, 2025, as set forth in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Commission on August 8, 2025 and incorporated by reference into the Prospectus Supplement.

• Base offering: 6,557,377 shares of Common Stock at a public offering price of $27.45 per share, generating estimated net proceeds of approximately $171,450,000, after deducting the underwriting discount of $7,200,000 and estimated offering expenses of approximately $1,350,000.

• Shares outstanding after the Offering (base): 158,957,377 shares of Common Stock.

• Shares outstanding after the Offering (with full exercise of over-allotment option): 159,940,983 shares of Common Stock (reflecting the issuance of an additional 983,606 shares upon exercise of the Underwriters' over-allotment option, representing 15% of the base offering shares).

• Par value of Common Stock: $0.001 per share.

• Authorized capital stock: 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (no shares of preferred stock currently outstanding).

• Treasury stock: 4,200,000 shares of Common Stock held in treasury as of the date of the Prospectus Supplement.

• Outstanding stock options: 3,850,000 shares of Common Stock issuable upon exercise of outstanding options under the Company's 2021 Equity Incentive Plan, at a weighted-average exercise price of $19.72 per share.

The updated dilution table will present the following line items:

The following table illustrates the dilution in net tangible book value per share to new investors purchasing shares of our common stock in this offering, based on a public offering price of $27.45 per share:

(1) Based on 152,400,000 shares of common stock outstanding as of June 30, 2025. Does not include (i) 3,850,000 shares of common stock issuable upon exercise of outstanding options under our 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share or (ii) 4,200,000 shares of common stock held in treasury.

(2) To be calculated and inserted based on the Company's consolidated balance sheet as of June 30, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025.

(3) Dilution per share to new investors is determined by subtracting the as-adjusted net tangible book value per share after the offering from the public offering price per share of $27.45.

The Company will also include a separate presentation showing the dilution calculation assuming full exercise of the over-allotment option, which would result in the issuance of an additional 983,606 shares (for a total of 7,540,983 shares) and total shares outstanding post-offering of 159,940,983.

Additionally, the dilution table will include a footnote regarding the treatment of outstanding options under the 2021 Equity Incentive Plan and treasury shares. Specifically, the footnote will state that the 3,850,000 shares issuable upon exercise of outstanding stock options at a weighted-average exercise price of $19.72 per share have been excluded from the calculation of shares outstanding before and after the offering, and that the 4,200,000 shares of Common Stock held in treasury have been excluded from shares outstanding for purposes of the dilution calculation.

The Company will insert the final computed dollar amounts for each line item in the Revised Prospectus Supplement based on the Company's most recently available financial data.

Comment 4 — Incorporation by Reference

The Staff notes that RGC's Form 10-K/A filed July 15, 2025 (amending the originally filed 10-K for FY 2024) should be specifically identified in the incorporation-by-reference section.

The Company acknowledges the Staff's comment and respectfully advises the Staff that the omission of a specific reference to the Company's Amendment No. 1 on Form 10-K/A, filed with the Commission on July 15, 2025 (the "10-K/A"), from the "Incorporation by Reference" section of the Prospectus Supplement (currently appearing at pages S-22 through S-23) was inadvertent. The original Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Original 10-K") was listed in the incorporation-by-reference section, but the 10-K/A, which amended certain disclosures in the Original 10-K, was not separately identified.

The Company will revise the "Incorporation by Reference" section of the Revised Prospectus Supplement to specifically identify the 10-K/A, with its filing date, as a separate item in the list of documents incorporated by reference. The 10-K/A amended certain financial statement footnotes and management's discussion and analysis disclosures in the Original 10-K relating to the Company's accounting treatment of the acquisition of the Silverado Springs Resort & Casino in Sparks, Nevada, completed in September 2024.

The Company proposes to revise the "Incorporation by Reference" section to read, in relevant part, as follows:

We incorporate by reference into this prospectus supplement and the accompanying prospectus the following documents that we have filed with the SEC (SEC File No. 333-278401; CIK No. 0001847293):

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025;

• Our Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on July 15, 2025;

• Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the SEC on May 9, 2025;

• Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 8, 2025;

• Our Current Reports on Form 8-K filed with the SEC on January 17, 2025, March 6, 2025, April 22, 2025, June 3, 2025, August 15, 2025, and September 30, 2025 (other than any portions thereof deemed furnished and not filed);

• The description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on June 10, 2021 (File No. 001-41028), including any amendment or report filed for the purpose of updating such description; and

• All documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this prospectus supplement and prior to the termination of the offering of the securities described herein (other than any portions of such documents that are deemed furnished and not filed).

The Company believes this revised disclosure addresses the Staff's comment by specifically identifying the 10-K/A as a separately incorporated document with its filing date clearly stated.

Comment 5 — Plan of Distribution

The Staff requests clarification regarding stabilization activities and the circumstances under which the underwriters may engage in passive market making under Regulation M.

The Company acknowledges the Staff's comment and respectfully advises the Staff that it will revise the "Plan of Distribution" section of the Prospectus Supplement (currently appearing at pages S-18 through S-21) to provide enhanced and more detailed disclosure regarding stabilization transactions and passive market making activities that the Underwriters may conduct under Regulation M promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The revised disclosure will clarify the nature and scope of stabilization transactions, syndicate covering transactions, and penalty bids that Pinnacle Zanthor & Co., as lead bookrunning manager and representative of the Underwriters (together with Hargrove Williams Securities LLC and Clearwater Capital Markets Inc.), may engage in during and following the Offering. The revised disclosure will also address the circumstances under which the Underwriters who are also registered market makers on the New York Stock Exchange (the "NYSE") may conduct passive market making in accordance with Rule 103 of Regulation M.

The Company proposes to revise the relevant portion of the "Plan of Distribution" section to read as follows:

In connection with this offering, Pinnacle Zanthor & Co., as lead bookrunning manager and representative of the underwriters, may engage in stabilization transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934, as amended:

• Stabilization transactions involve bids for, or purchases of, shares of our common stock in the open market for the purpose of pegging, fixing, or maintaining the price of the common stock during the offering period. Such transactions, if commenced, may have the effect of raising or maintaining the market price of the common stock above the level that might otherwise prevail in the open market in the absence of such transactions.

• Syndicate covering transactions involve purchases of shares of our common stock in the open market after the distribution has been completed in order to cover syndicate short positions. A short position may be established by the underwriters through the over-allotment of shares in excess of the number of shares the underwriters are obligated to purchase under the underwriting agreement. The underwriters may cover any such short position by exercising the over-allotment option to purchase up to 983,606 additional shares, which represents 15% of the 6,557,377 firm shares offered hereby, or by purchasing shares in the open market. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

• Penalty bids are arrangements that permit the representative to reclaim a selling concession from a syndicate member when shares originally sold by such syndicate member are purchased in a stabilization or syndicate covering transaction to cover syndicate short positions.

• Passive market making may be conducted by the underwriters who are also registered market makers on the NYSE in accordance with Rule 103 of Regulation M. Rule 103 generally permits a market maker that is also an underwriter or a prospective underwriter in a distribution to engage in passive market making during the applicable restricted period, subject to specified limitations and conditions. Passive market making bids may not exceed the highest independent bid for the common stock by a person who is not a distribution participant. In addition, the net daily purchases made pursuant to passive market making activities generally may not exceed 30% of the passive market maker's average daily trading volume in the common stock during a specified prior reference period, and the passive market maker must identify passive market making orders as such. Passive market making may stabilize or maintain the market price of the common stock at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

These stabilization transactions, syndicate covering transactions, penalty bids, and passive market making activities, if commenced, may be discontinued at any time without notice. These activities may have the effect of raising or maintaining the market price of our common stock above the level that might otherwise prevail in the open market. The underwriters are not required to engage in any of these activities and, if commenced, any such activities may be discontinued at any time and without notice. Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that these transactions may have on the price of our common stock.

The Company believes this revised disclosure provides sufficient detail regarding the nature, scope, and potential effects of stabilization activities and passive market making under Regulation M to address the Staff's comment.

Comment 6 — Legal Opinion (Exhibit 5.1)

The Staff requests that the legal opinion 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.

The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company will file an updated legal opinion of Calderwood & Harkness LLP, as issuer's counsel, as Exhibit 5.1 to the Registration Statement (the "Updated Opinion").

The Updated Opinion will cover the maximum number of shares of Common Stock issuable in the Offering, including shares issuable upon exercise of the Underwriters' over-allotment option, for a total of up to 7,540,983 shares of Common Stock. This total consists of 6,557,377 firm shares to be sold by the Company to the Underwriters pursuant to the Underwriting Agreement and up to 983,606 additional shares of Common Stock issuable upon exercise of the Underwriters' over-allotment option, representing 15% of the firm shares.

The Updated Opinion will specifically reference the following corporate authorizations:

• The resolutions adopted by the Board of Directors of Redstone Gaming Corp. on September 30, 2025 (the "Board Resolutions"), which (i) authorized the Offering, (ii) established a Pricing Committee (the "Pricing Committee") consisting of Marcus Hale, Chief Executive Officer; Lena Okafor, Chief Financial Officer; and Patricia Moynihan, independent director and Chair of the Finance Committee of the Board of Directors, (iii) delegated to the Pricing Committee the authority to determine the final pricing terms of the Offering within specified parameters, including a price floor of $25.00 per share and a maximum number of shares of 8,000,000, and (iv) authorized the officers of the Company to take such other actions and execute such other documents as they may deem necessary or appropriate to consummate the Offering.

• The resolutions of the Pricing Committee to be adopted at the time of pricing of the Offering (the "Pricing Committee Resolutions"), which will set forth the final public offering price, the number of firm shares, the underwriting discount, and the terms of the over-allotment option.

The Updated Opinion will opine that the shares of Common Stock to be issued and sold in the Offering (including shares issuable upon exercise of the over-allotment option), when issued and delivered by the Company against payment therefor in accordance with the terms and conditions of the Underwriting Agreement and the applicable Board Resolutions and Pricing Committee Resolutions, will be validly issued, fully paid, and non-assessable under the General Corporation Law of the State of Delaware.

The Updated Opinion will be based upon, among other things, an examination of the Company's Certificate of Incorporation and Bylaws, each as currently in effect, the Board Resolutions, the Pricing Committee Resolutions (upon their adoption), the Registration Statement, the Prospectus Supplement (as revised), the Underwriting Agreement, and such other documents, records, certificates, and instruments as Calderwood & Harkness LLP deems necessary or appropriate for purposes of rendering the Updated Opinion. The Updated Opinion will be subject to customary assumptions, qualifications, and limitations.

The Updated Opinion will be filed as Exhibit 5.1 to the Registration Statement by means of a post-effective amendment to the Registration Statement or, alternatively, as an exhibit to a Current Report on Form 8-K filed by the Company and incorporated by reference into the Registration Statement, in each case prior to the effectiveness of the Offering and the delivery of shares thereunder.

Calderwood & Harkness LLP hereby confirms that it consents to the filing of the Updated Opinion as Exhibit 5.1 to the Registration Statement and to the reference to the firm under the heading "Legal Matters" in the Prospectus Supplement and the accompanying prospectus. In giving this consent, Calderwood & Harkness LLP does not thereby admit that it is an "expert" within the meaning of Section 11 of the Securities Act.

Concluding Remarks

The Company believes that the foregoing responses and the proposed revisions to the Prospectus Supplement described herein are fully responsive to each of the Staff's comments set forth in the Comment Letter dated October 14, 2025. The Company intends to file the Revised Prospectus Supplement with the Commission reflecting all of the revisions described herein, and will file the Updated Opinion as Exhibit 5.1 to the Registration Statement, in each case as promptly as practicable following confirmation from the Staff that no additional comments remain.

We respectfully request that the Staff advise the undersigned at Calderwood & Harkness LLP if any additional comments remain with respect to the Prospectus Supplement or the Registration Statement, or if the Staff requires any further information in connection with its review. We are available to discuss any of the foregoing responses with the Staff at its convenience, and would be pleased to arrange a telephone conference call or in-person meeting to address any questions or concerns that the Staff may have.

In connection with the Company's response to the Comment Letter, the Company hereby acknowledges the following:

• The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We thank the Staff for its prompt review of the Prospectus Supplement and the Registration Statement. Should you have any questions or comments regarding this letter or the matters discussed herein, please do not hesitate to contact the undersigned at (212) 554-7118 or vstclaire@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Vivienne St. Claire, Partner

Telephone: (212) 554-7118

Email: vstclaire@calderwoodharkness.com

Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, New York 10036

cc: (via email)

Darren Whitfield, Executive Vice President & General Counsel, Redstone Gaming Corp. Lena Okafor, Chief Financial Officer, Redstone Gaming Corp. Brendan Walsh, Calderwood & Harkness LLP Natasha Forbes, Calderwood & Harkness LLP Thomas Beaumont, Whitmore & Pratt LLP (counsel to the Underwriters) Aisha Rowan, Pinnacle Zanthor & Co. (lead bookrunning manager)

Enclosures:

Note: Revised prospectus supplement pages (marked to show changes against the Prospectus Supplement as originally filed on October 6, 2025) will be submitted separately via EDGAR correspondence filing. A clean copy of the Revised Prospectus Supplement will be filed pursuant to Rule 424(b)(5) upon resolution of the Staff's comments.

The Updated Exhibit 5.1 (legal opinion of Calderwood & Harkness LLP) will be filed separately as an exhibit to a post-effective amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K incorporated by reference into the Registration Statement.

Use of Proceeds	Approximate Amount	Percentage of Net Proceeds
Bossier City, Louisiana casino-resort development (acquisition of development rights and initial construction costs)	$70,000,000	40.8%
Gary, Indiana gaming facility renovation and rebranding	$45,000,000	26.3%
Partial retirement of 6.25% Senior Secured Notes due June 15, 2028 (CUSIP 76134Q 206)	$50,000,000	29.2%
General corporate purposes	$6,450,000	3.7%
Total estimated net proceeds	$171,450,000	100.0%
Base Offering	With Full Over-Allotment
Public offering price per share	$27.45	$27.45
Net tangible book value per share before this offering(1)	$(2)$	$(2)$
Increase in net tangible book value per share attributable to new investors in this offering	$(2)$	$(2)$
As-adjusted net tangible book value per share after this offering	$(2)$	$(2)$
Dilution per share to new investors(3)	$(2)$	$(2)$

CALDERWOOD & HARKNESS LLP Attorneys at Law
7 Times Square, 38th Floor New York, New York 10036
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
October 21, 2025
DRAFT — SUBJECT TO FURTHER REVIEW AND REVISION
VIA EDGAR CORRESPONDENCE
Branch Chief Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Re: Redstone Gaming Corp. Prospectus Supplement filed October 6, 2025 pursuant to Rule 424(b)(5) Registration Statement on Form S-3 (File No. 333-278401) CIK No. 0001847293
Dear Sir or Madam:
We are writing on behalf of our client, Redstone Gaming Corp., a Delaware corporation ("RGC" or the "Company"), in response to the comment letter of the staff (the "Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission") dated October 14, 2025 (the "Comment Letter"), relating to the above-referenced prospectus supplement (the "Prospectus Supplement") filed with the Commission on October 6, 2025 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the Company's shelf registration statement on Form S-3 (File No. 333-278401) (the "Registration Statement"), originally filed with the Commission on March 14, 2024, and declared effective on March 28, 2024.
The Prospectus Supplement relates to an underwritten public offering (the "Offering") of shares of the Company's common stock, par value $0.001 per share (NYSE: RDGM) (the "Common Stock"). The Offering is being conducted pursuant to an underwriting agreement (the "Underwriting Agreement") among the Company, Pinnacle Zanthor & Co., as representative of the several underwriters named therein (the "Underwriters"), Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc.
For the convenience of the Staff, each comment from the Comment Letter is set forth below in bold type, followed by the Company's response. Where applicable, the Company has included proposed revised disclosure language reflecting the revisions to be included in a revised prospectus supplement (the "Revised Prospectus Supplement") that the Company intends to file with the Commission. Page references to the location of proposed revised disclosure correspond to the pages of the Prospectus Supplement as originally filed on October 6, 2025. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus Supplement.
Comment 1 — Use of Proceeds
The Staff requests more specific disclosure regarding the allocation of net proceeds between the Louisiana/Indiana expansion and the Senior Secured Notes retirement, including approximate dollar amounts for each use.
The Company acknowledges the Staff's comment and respectfully advises the Staff that it will revise the "Use of Proceeds" section of the Prospectus Supplement (currently appearing on pages S-12 through S-13) to provide more granular disclosure regarding the allocation of estimated net proceeds from the Offering among the Company's identified uses of proceeds.
Net proceeds to the Company from the base offering, after deducting the underwriting discount of $7,200,000 (representing 4.0% of the gross proceeds from the sale of the firm shares) and estimated offering expenses of approximately $1,350,000 (which include legal, accounting, printing, and filing fees), are estimated to be approximately $171,450,000.
In the Revised Prospectus Supplement, the Company will break down the previously disclosed allocation of approximately $115,000,000 for Louisiana and Indiana expansion projects into the following two sub-components:
•  Approximately $70,000,000 is expected to be allocated to the acquisition of development rights and initial construction costs for a new casino-resort property in Bossier City, Louisiana. This project is subject to the approval of the Company's application to the Louisiana Gaming Control Board (the "LGCB"), which application was submitted on August 12, 2025, and remains pending as of the date of the Prospectus Supplement.
•  Approximately $45,000,000 is expected to be allocated to the renovation and rebranding of a leased gaming facility in Gary, Indiana. This project is subject to the approval of the Company's application to the Indiana Gaming Commission (the "IGC"), which application was submitted on September 5, 2025, and remains pending as of the date of the Prospectus Supplement.
In addition, approximately $50,000,000 of the net proceeds will be used to retire a portion of the Company's outstanding 6.25% Senior Secured Notes due June 15, 2028 (the "Senior Secured Notes") (CUSIP 76134Q 206) at par, thereby reducing the outstanding principal amount of the Senior Secured Notes from $325,000,000 to approximately $275,000,000. The Senior Secured Notes are governed by an indenture dated June 15, 2021 (the "Indenture"), between the Company and Fidelitas Trust Company, N.A., as indenture trustee (the "Trustee"). The partial redemption will be conducted in accordance with the optional redemption provisions set forth in Section 3.07 of the Indenture, which permits the Company to redeem the Senior Secured Notes, in whole or in part, at par plus accrued and unpaid interest.
The remainder of the estimated net proceeds, approximately $6,450,000, will be used for general corporate purposes, which may include working capital, capital expenditures at the Company's existing properties, and other general business purposes.
The Company will also include disclosure noting that the amounts allocated to the Louisiana and Indiana projects are estimates and are subject to change depending on the timing and receipt of gaming regulatory approvals, the final scope and design of the respective projects, and market conditions prevailing at the time of expenditure. In the event that one or both of the pending gaming license applications is denied or materially delayed, the Company expects that the proceeds that would otherwise have been allocated to the affected project(s) would be redirected to the partial retirement of additional Senior Secured Notes, to investment in the Company's existing properties, or to other general corporate purposes.
The Company proposes to revise the "Use of Proceeds" section of the Prospectus Supplement as follows (revised text to appear at pages S-12 through S-13 of the Revised Prospectus Supplement):
We estimate that the net proceeds to us from this offering will be approximately $171,450,000, after deducting the underwriting discount of $7,200,000 and estimated offering expenses of approximately $1,350,000. If the underwriters exercise their over-allotment option in full, we estimate that the net proceeds to us will be approximately $197,321,000, after deducting the underwriting discount and estimated offering expenses.
We intend to use the net proceeds of this offering as follows:
Our planned Bossier City, Louisiana casino-resort development is subject to the approval of our pending application to the Louisiana Gaming Control Board, which was submitted on August 12, 2025 and remains pending as of the date of this prospectus supplement. Our planned Gary, Indiana gaming facility renovation and rebranding is subject to the approval of our pending application to the Indiana Gaming Commission, which was submitted on September 5, 2025 and remains pending as of the date of this prospectus supplement. There can be no assurance that either or both of these applications will be approved or, if approved, that they will be approved on the terms or within the timeframes we currently anticipate. If either or both of the gaming license applications is denied or materially delayed, we expect to reallocate the net proceeds that would otherwise have been used for the affected project(s) to the partial retirement of additional Senior Secured Notes, to investment in our existing properties, or to other general corporate purposes. See "Risk Factors" in this prospectus supplement for a discussion of risks associated with our pending gaming license applications.
The partial retirement of the Senior Secured Notes will be conducted in accordance with the optional redemption provisions of the indenture dated June 15, 2021, between the Company and Fidelitas Trust Company, N.A., as indenture trustee. We intend to redeem the applicable principal amount of Senior Secured Notes at par plus accrued and unpaid interest to the redemption date.
The foregoing represents our current intentions based on our present plans and business conditions. The amounts and timing of our actual expenditures will depend on numerous factors, including the factors described under "Risk Factors" in this prospectus supplement and the documents incorporated by reference herein. Accordingly, we retain broad discretion over the use of the net proceeds from this offering. Pending application of the net proceeds as described above, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing securities, including U.S. government obligations, money market funds, and certificates of deposit.
Comment 2 — Risk Factors
The Staff requests an additional risk factor 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.
The Company acknowledges the Staff's comment and respectfully advises the Staff that it will add a new risk factor to the "Risk Factors" section of the Prospectus Supplement (currently appearing at pages S-7 through S-11) to specifically address the geographic concentration of the Company's gaming revenues in Nevada and the regulatory risks associated with the Company's planned expansion into Louisiana and Indiana.
As background, the Company's gaming operations in the State of Nevada accounted for approximately 58% of the Company's total gaming revenue for the fiscal year ended December 31, 2024 ("FY 2024"), during which the Company reported total revenues of approximately $2.47 billion. The Company's remaining gaming revenue is derived from operations in New Jersey (gaming license NJDGE-2020-1138, issued by the New Jersey Division of Gaming Enforcement) and Mississippi (gaming license MGC-2018-0623, issued by the Mississippi Gaming Commission), as well as from the Company's digital gaming and sports wagering platform, RedBet Digital, which currently operates under separately issued licenses or approvals in twelve states.
The new risk factor will address the risks arising from the Company's significant dependence on its Nevada operations, the vulnerability of the Company's financial performance to adverse developments specific to the Nevada gaming market, and the additional regulatory risks, uncertainties, and compliance burdens associated with the Company's planned expansion into Louisiana and Indiana. The proposed new risk factor will also address the potential impact on the Company's intended use of net proceeds from the Offering in the event that the pending gaming license applications are not approved on the terms or timelines currently anticipated.
The Company proposes to add the following new risk factor to the "Risk Factors" section of the Revised Prospectus Supplement, immediately following the existing risk factor entitled "Our operations are subject to extensive gaming regulation and oversight" (currently appearing at page S-8):
*A significant portion of our gaming revenues is concentrated in Nevada, and our planned multi-state expansion subjects us to additional regulatory risks and uncertainties.*
For the fiscal year ended December 31, 2024, our gaming operations in the State of Nevada accounted for approximately 58% of our total gaming revenue, which totaled approximately $2.47 billion. Because of this concentration, our results of operations and financial condition are particularly susceptible to adverse regulatory, economic, competitive, and other developments affecting the Nevada gaming market. Changes in Nevada gaming laws or regulations, increases in gaming taxes or fees, heightened competition from new or existing gaming operators in Nevada, adverse economic conditions in the Las Vegas and Reno metropolitan areas, reductions in tourism, natural disasters, public health emergencies, and other factors that negatively affect the Nevada gaming industry could have a disproportionate and material adverse effect on our revenues, operating results, and financial condition.
In addition, we have submitted applications for gaming licenses in connection with our planned expansion into Louisiana and Indiana. We submitted an application to the Louisiana Gaming Control Board on August 12, 2025 in connection with a proposed new casino-resort development in Bossier City, Louisiana, and an application to the Indiana Gaming Commission on September 5, 2025 in connection with the planned renovation and rebranding of a leased gaming facility in Gary, Indiana. There can be no assurance that these applications will be approved, that any approvals will be obtained on the terms we anticipate, or that the approval process will not be subject to significant delays. The gaming regulatory approval process in each of these states involves extensive background investigations of the Company and its key personnel, including suitability determinations, and may also be affected by political, policy, or public interest considerations that are beyond our control. If either or both of these applications is denied or materially delayed, we would be unable to deploy a significant portion of the net proceeds from this offering for the intended purposes. See "Use of Proceeds."
Moreover, operating gaming facilities in multiple states subjects us to multiple, and potentially inconsistent, regulatory frameworks. We currently hold gaming licenses in Nevada, New Jersey (NJDGE-2020-1138), and Mississippi (MGC-2018-0623), and our RedBet Digital platform is licensed or approved to operate in twelve states. Each of these jurisdictions imposes its own regulatory requirements, including requirements related to suitability, reporting, internal controls, anti-money laundering compliance, responsible gaming, advertising, and taxation. Expansion into Louisiana and Indiana would add additional regulatory requirements and compliance costs, and would require us to devote additional management attention and resources to regulatory compliance across a broader range of jurisdictions. Failure to comply with the regulatory requirements of any jurisdiction in which we operate, or any adverse regulatory action taken against us in one jurisdiction, could have a material adverse effect on our ability to maintain our licenses in other jurisdictions, and could materially harm our business, financial condition, and results of operations.
If one or both of the gaming license applications in Louisiana or Indiana is not approved, we currently intend to reallocate the net proceeds that would have been allocated to the affected project or projects to the partial retirement of additional Senior Secured Notes, to investment in our existing properties, or to other general corporate purposes. There can be no assurance that any such alternative use of proceeds would generate returns comparable to those we anticipate from the planned Louisiana and Indiana projects.
Comment 3 — Dilution Table
The Staff requests an updated dilution table reflecting the offering price and showing the increase in net tangible book value per share attributable to new investors.
The Company acknowledges the Staff's comment and respectfully advises the Staff that it will revise the "Dilution" section of the Prospectus Supplement (currently appearing at pages S-14 through S-15) to include an updated dilution table that reflects the anticipated public offering price of $27.45 per share and clearly presents the dilutive effect of the Offering on existing stockholders and new investors.
The updated dilution table will be prepared based on the following assumptions and parameters:
•  Shares outstanding before the Offering: 152,400,000 shares of Common Stock outstanding as of the most recent practicable date, based on the Company's most recently filed balance sheet data incorporated by reference into the Prospectus Supplement.
•  Net tangible book value per share before the Offering: To be computed from the Company's consolidated balance sheet as of June 30, 2025, as set forth in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Commission on August 8, 2025 and incorporated by reference into the Prospectus Supplement.
•  Base offering: 6,557,377 shares of Common Stock at a public offering price of $27.45 per share, generating estimated net proceeds of approximately $171,450,000, after deducting the underwriting discount of $7,200,000 and estimated offering expenses of approximately $1,350,000.
•  Shares outstanding after the Offering (base): 158,957,377 shares of Common Stock.
•  Shares outstanding after the Offering (with full exercise of over-allotment option): 159,940,983 shares of Common Stock (reflecting the issuance of an additional 983,606 shares upon exercise of the Underwriters' over-allotment option, representing 15% of the base offering shares).
•  Par value of Common Stock: $0.001 per share.
•  Authorized capital stock: 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (no shares of preferred stock currently outstanding).
•  Treasury stock: 4,200,000 shares of Common Stock held in treasury as of the date of the Prospectus Supplement.
•  Outstanding stock options: 3,850,000 shares of Common Stock issuable upon exercise of outstanding options under the Company's 2021 Equity Incentive Plan, at a weighted-average exercise price of $19.72 per share.
The updated dilution table will present the following line items:
The following table illustrates the dilution in net tangible book value per share to new investors purchasing shares of our common stock in this offering, based on a public offering price of $27.45 per share:
(1) Based on 152,400,000 shares of common stock outstanding as of June 30, 2025. Does not include (i) 3,850,000 shares of common stock issuable upon exercise of outstanding options under our 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share or (ii) 4,200,000 shares of common stock held in treasury.
(2) To be calculated and inserted based on the Company's consolidated balance sheet as of June 30, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025.
(3) Dilution per share to new investors is determined by subtracting the as-adjusted net tangible book value per share after the offering from the public offering price per share of $27.45.
The Company will also include a separate presentation showing the dilution calculation assuming full exercise of the over-allotment option, which would result in the issuance of an additional 983,606 shares (for a total of 7,540,983 shares) and total shares outstanding post-offering of 159,940,983.
Additionally, the dilution table will include a footnote regarding the treatment of outstanding options under the 2021 Equity Incentive Plan and treasury shares. Specifically, the footnote will state that the 3,850,000 shares issuable upon exercise of outstanding stock options at a weighted-average exercise price of $19.72 per share have been excluded from the calculation of shares outstanding before and after the offering, and that the 4,200,000 shares of Common Stock held in treasury have been excluded from shares outstanding for purposes of the dilution calculation.
The Company will insert the final computed dollar amounts for each line item in the Revised Prospectus Supplement based on the Company's most recently available financial data.
Comment 4 — Incorporation by Reference
The Staff notes that RGC's Form 10-K/A filed July 15, 2025 (amending the originally filed 10-K for FY 2024) should be specifically identified in the incorporation-by-reference section.
The Company acknowledges the Staff's comment and respectfully advises the Staff that the omission of a specific reference to the Company's Amendment No. 1 on Form 10-K/A, filed with the Commission on July 15, 2025 (the "10-K/A"), from the "Incorporation by Reference" section of the Prospectus Supplement (currently appearing at pages S-22 through S-23) was inadvertent. The original Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Original 10-K") was listed in the incorporation-by-reference section, but the 10-K/A, which amended certain disclosures in the Original 10-K, was not separately identified.
The Company will revise the "Incorporation by Reference" section of the Revised Prospectus Supplement to specifically identify the 10-K/A, with its filing date, as a separate item in the list of documents incorporated by reference. The 10-K/A amended certain financial statement footnotes and management's discussion and analysis disclosures in the Original 10-K relating to the Company's accounting treatment of the acquisition of the Silverado Springs Resort & Casino in Sparks, Nevada, completed in September 2024.
The Company proposes to revise the "Incorporation by Reference" section to read, in relevant part, as follows:
We incorporate by reference into this prospectus supplement and the accompanying prospectus the following documents that we have filed with the SEC (SEC File No. 333-278401; CIK No. 0001847293):
• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025;
• Our Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on July 15, 2025;
• Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the SEC on May 9, 2025;
• Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 8, 2025;
• Our Current Reports on Form 8-K filed with the SEC on January 17, 2025, March 6, 2025, April 22, 2025, June 3, 2025, August 15, 2025, and September 30, 2025 (other than any portions thereof deemed furnished and not filed);
• The description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on June 10, 2021 (File No. 001-41028), including any amendment or report filed for the purpose of updating such description; and
• All documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this prospectus supplement and prior to the termination of the offering of the securities described herein (other than any portions of such documents that are deemed furnished and not filed).
The Company believes this revised disclosure addresses the Staff's comment by specifically identifying the 10-K/A as a separately incorporated document with its filing date clearly stated.
Comment 5 — Plan of Distribution
The Staff requests clarification regarding stabilization activities and the circumstances under which the underwriters may engage in passive market making under Regulation M.
The Company acknowledges the Staff's comment and respectfully advises the Staff that it will revise the "Plan of Distribution" section of the Prospectus Supplement (currently appearing at pages S-18 through S-21) to provide enhanced and more detailed disclosure regarding stabilization transactions and passive market making activities that the Underwriters may conduct under Regulation M promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The revised disclosure will clarify the nature and scope of stabilization transactions, syndicate covering transactions, and penalty bids that Pinnacle Zanthor & Co., as lead bookrunning manager and representative of the Underwriters (together with Hargrove Williams Securities LLC and Clearwater Capital Markets Inc.), may engage in during and following the Offering. The revised disclosure will also address the circumstances under which the Underwriters who are also registered market makers on the New York Stock Exchange (the "NYSE") may conduct passive market making in accordance with Rule 103 of Regulation M.
The Company proposes to revise the relevant portion of the "Plan of Distribution" section to read as follows:
In connection with this offering, Pinnacle Zanthor & Co., as lead bookrunning manager and representative of the underwriters, may engage in stabilization transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934, as amended:
• Stabilization transactions involve bids for, or purchases of, shares of our common stock in the open market for the purpose of pegging, fixing, or maintaining the price of the common stock during the offering period. Such transactions, if commenced, may have the effect of raising or maintaining the market price of the common stock above the level that might otherwise prevail in the open market in the absence of such transactions.
• Syndicate covering transactions involve purchases of shares of our common stock in the open market after the distribution has been completed in order to cover syndicate short positions. A short position may be established by the underwriters through the over-allotment of shares in excess of the number of shares the underwriters are obligated to purchase under the underwriting agreement. The underwriters may cover any such short position by exercising the over-allotment option to purchase up to 983,606 additional shares, which represents 15% of the 6,557,377 firm shares offered hereby, or by purchasing shares in the open market. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.
• Penalty bids are arrangements that permit the representative to reclaim a selling concession from a syndicate member when shares originally sold by such syndicate member are purchased in a stabilization or syndicate covering transaction to cover syndicate short positions.
• Passive market making may be conducted by the underwriters who are also registered market makers on the NYSE in accordance with Rule 103 of Regulation M. Rule 103 generally permits a market maker that is also an underwriter or a prospective underwriter in a distribution to engage in passive market making during the applicable restricted period, subject to specified limitations and conditions. Passive market making bids may not exceed the highest independent bid for the common stock by a person who is not a distribution participant. In addition, the net daily purchases made pursuant to passive market making activities generally may not exceed 30% of the passive market maker's average daily trading volume in the common stock during a specified prior reference period, and the passive market maker must identify passive market making orders as such. Passive market making may stabilize or maintain the market price of the common stock at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
These stabilization transactions, syndicate covering transactions, penalty bids, and passive market making activities, if commenced, may be discontinued at any time without notice. These activities may have the effect of raising or maintaining the market price of our common stock above the level that might otherwise prevail in the open market. The underwriters are not required to engage in any of these activities and, if commenced, any such activities may be discontinued at any time and without notice. Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that these transactions may have on the price of our common stock.
The Company believes this revised disclosure provides sufficient detail regarding the nature, scope, and potential effects of stabilization activities and passive market making under Regulation M to address the Staff's comment.
Comment 6 — Legal Opinion (Exhibit 5.1)
The Staff requests that the legal opinion 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.
The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company will file an updated legal opinion of Calderwood & Harkness LLP, as issuer's counsel, as Exhibit 5.1 to the Registration Statement (the "Updated Opinion").
The Updated Opinion will cover the maximum number of shares of Common Stock issuable in the Offering, including shares issuable upon exercise of the Underwriters' over-allotment option, for a total of up to 7,540,983 shares of Common Stock. This total consists of 6,557,377 firm shares to be sold by the Company to the Underwriters pursuant to the Underwriting Agreement and up to 983,606 additional shares of Common Stock issuable upon exercise of the Underwriters' over-allotment option, representing 15% of the firm shares.
The Updated Opinion will specifically reference the following corporate authorizations:
•  The resolutions adopted by the Board of Directors of Redstone Gaming Corp. on September 30, 2025 (the "Board Resolutions"), which (i) authorized the Offering, (ii) established a Pricing Committee (the "Pricing Committee") consisting of Marcus Hale, Chief Executive Officer; Lena Okafor, Chief Financial Officer; and Patricia Moynihan, independent director and Chair of the Finance Committee of the Board of Directors, (iii) delegated to the Pricing Committee the authority to determine the final pricing terms of the Offering within specified parameters, including a price floor of $25.00 per share and a maximum number of shares of 8,000,000, and (iv) authorized the officers of the Company to take such other actions and execute such other documents as they may deem necessary or appropriate to consummate the Offering.
•  The resolutions of the Pricing Committee to be adopted at the time of pricing of the Offering (the "Pricing Committee Resolutions"), which will set forth the final public offering price, the number of firm shares, the underwriting discount, and the terms of the over-allotment option.
The Updated Opinion will opine that the shares of Common Stock to be issued and sold in the Offering (including shares issuable upon exercise of the over-allotment option), when issued and delivered by the Company against payment therefor in accordance with the terms and conditions of the Underwriting Agreement and the applicable Board Resolutions and Pricing Committee Resolutions, will be validly issued, fully paid, and non-assessable under the General Corporation Law of the State of Delaware.
The Updated Opinion will be based upon, among other things, an examination of the Company's Certificate of Incorporation and Bylaws, each as currently in effect, the Board Resolutions, the Pricing Committee Resolutions (upon their adoption), the Registration Statement, the Prospectus Supplement (as revised), the Underwriting Agreement, and such other documents, records, certificates, and instruments as Calderwood & Harkness LLP deems necessary or appropriate for purposes of rendering the Updated Opinion. The Updated Opinion will be subject to customary assumptions, qualifications, and limitations.
The Updated Opinion will be filed as Exhibit 5.1 to the Registration Statement by means of a post-effective amendment to the Registration Statement or, alternatively, as an exhibit to a Current Report on Form 8-K filed by the Company and incorporated by reference into the Registration Statement, in each case prior to the effectiveness of the Offering and the delivery of shares thereunder.
Calderwood & Harkness LLP hereby confirms that it consents to the filing of the Updated Opinion as Exhibit 5.1 to the Registration Statement and to the reference to the firm under the heading "Legal Matters" in the Prospectus Supplement and the accompanying prospectus. In giving this consent, Calderwood & Harkness LLP does not thereby admit that it is an "expert" within the meaning of Section 11 of the Securities Act.
Concluding Remarks
The Company believes that the foregoing responses and the proposed revisions to the Prospectus Supplement described herein are fully responsive to each of the Staff's comments set forth in the Comment Letter dated October 14, 2025. The Company intends to file the Revised Prospectus Supplement with the Commission reflecting all of the revisions described herein, and will file the Updated Opinion as Exhibit 5.1 to the Registration Statement, in each case as promptly as practicable following confirmation from the Staff that no additional comments remain.
We respectfully request that the Staff advise the undersigned at Calderwood & Harkness LLP if any additional comments remain with respect to the Prospectus Supplement or the Registration Statement, or if the Staff requires any further information in connection with its review. We are available to discuss any of the foregoing responses with the Staff at its convenience, and would be pleased to arrange a telephone conference call or in-person meeting to address any questions or concerns that the Staff may have.
In connection with the Company's response to the Comment Letter, the Company hereby acknowledges the following:
•  The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
•  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•  The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We thank the Staff for its prompt review of the Prospectus Supplement and the Registration Statement. Should you have any questions or comments regarding this letter or the matters discussed herein, please do not hesitate to contact the undersigned at (212) 554-7118 or vstclaire@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Vivienne St. Claire, Partner
Telephone: (212) 554-7118
Email: vstclaire@calderwoodharkness.com
Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, New York 10036
cc: (via email)
Darren Whitfield, Executive Vice President & General Counsel, Redstone Gaming Corp. Lena Okafor, Chief Financial Officer, Redstone Gaming Corp. Brendan Walsh, Calderwood & Harkness LLP Natasha Forbes, Calderwood & Harkness LLP Thomas Beaumont, Whitmore & Pratt LLP (counsel to the Underwriters) Aisha Rowan, Pinnacle Zanthor & Co. (lead bookrunning manager)
Enclosures:
Note: Revised prospectus supplement pages (marked to show changes against the Prospectus Supplement as originally filed on October 6, 2025) will be submitted separately via EDGAR correspondence filing. A clean copy of the Revised Prospectus Supplement will be filed pursuant to Rule 424(b)(5) upon resolution of the Staff's comments.
The Updated Exhibit 5.1 (legal opinion of Calderwood & Harkness LLP) will be filed separately as an exhibit to a post-effective amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K incorporated by reference into the Registration Statement.
Use of Proceeds | Approximate Amount | Percentage of Net Proceeds
Bossier City, Louisiana casino-resort development (acquisition of development rights and initial construction costs) | $70,000,000 | 40.8%
Gary, Indiana gaming facility renovation and rebranding | $45,000,000 | 26.3%
Partial retirement of 6.25% Senior Secured Notes due June 15, 2028 (CUSIP 76134Q 206) | $50,000,000 | 29.2%
General corporate purposes | $6,450,000 | 3.7%
Total estimated net proceeds | $171,450,000 | 100.0%
Base Offering | With Full Over-Allotment
Public offering price per share | $27.45 | $27.45
Net tangible book value per share before this offering(1) | $(2)$ | $(2)$
Increase in net tangible book value per share attributable to new investors in this offering | $(2)$ | $(2)$
As-adjusted net tangible book value per share after this offering | $(2)$ | $(2)$
Dilution per share to new investors(3) | $(2)$ | $(2)$

CALDERWOOD & HARKNESS LLP Attorneys at Law

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