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June 5, 2023
Ameet Patel
Principal Executive Officer
Bally's Chicago, Inc.
100 Westminster Street
Providence, RI 02903
Re:Bally's Chicago, Inc.
Draft Registration Statement on Form S-1
Submitted May 9, 2023
CIK No. 0001935799
Dear Ameet Patel:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Cover Page, page i
1.We note the disclosure in the risk factor on page 48 that "under the Host Community
Agreement, we have committed that 25% of our ownership interests will be owned by
women, minority individuals or minority-owned and controlled entities no later than
12 months following the effective date of the agreement, or such later date as may be
determined by the City of Chicago."  We note that the class A membership interests being
offered in this registration statement will equal 25% of the membership interests, with the
additional 75% in class B membership interests owned by Bally's.  We also note transfer
restrictions on page 118 consistent with the requirement from the Host Community
Agreement.  To the extent the class A membership interests being registered are subject to

 FirstName LastNameAmeet Patel
 Comapany NameBally's Chicago, Inc.
 June 5, 2023 Page 2
 FirstName LastNameAmeet Patel
Bally's Chicago, Inc.
June 5, 2023
Page 2
restrictions relating to the class of investors to whom such membership interests may be
purchased, please provide clear disclosure throughout the prospectus, including cover
page and plan of distribution and clearly discuss the risks associated with these
restrictions,  We may have further comment.
2.Please clarify the "certain other qualification criteria" relating to the transferability of the
class A membership interests.
3.We note the statement that "we made a number of assumptions to determine the value of
our Class A Interests."  Please clarify whether you meant determining the "price" of the
class A interests.  If not, please advise.
4.Please clearly disclose any minimum purchase requirements, and any arrangements to
place the funds in an escrow, trust, or similar account.  See Item 501(b)(8)(iii) of
Regulation S-K.
Prospectus Summary, page 1
5.Please clarify the timing for the opening of your temporary casino.
6.We note the examples provided on pages 14 and 15 show equal distributions to each class
of interests and assume an equal amount of Class A-1, A-2, A-3 and A-4 Interests
outstanding.  Please confirm you plan to sell equal amounts of each class or provide
examples of distributions when Class A-1, A-2, A-3 and A-4 Interests are not outstanding
in equal amounts based, for example, on the amounts of each class you propose to sell.
7.We note the statement on page 25 that “we cannot guarantee that we will offer financing
options to you similar to those being offered in this offering.”  Please clearly disclose on
the cover page and plan of distribution the financing options being offered in this offering.
Use of Proceeds, page 67
8.Please set forth the interest rate and maturity of the Intercompany Note.  Refer to
Instruction 4 to Item 504 of Regulation S-K.
Dividend Policy, page 68
9.Given the significant time to completion of the permanent casino, please clarify
throughout the prospectus the estimated timing of commencing paying dividends.
Dilution, page 71
10.Given that this offering is on a best efforts basis, please provide the dilution information at
varying levels of proceeds raised in this offering.

 FirstName LastNameAmeet Patel
 Comapany NameBally's Chicago, Inc.
 June 5, 2023 Page 3
 FirstName LastNameAmeet Patel
Bally's Chicago, Inc.
June 5, 2023
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
72
11.Please provide an expanded description of your plan of operations including your plans
and timing to use the proceeds of your credit facility, the subordinated loans and monies
received under the terms of the Oak Street Lease Agreement to finance the development
of your casino properties.
12.Please describe the material terms of your credit facility and file it as an exhibit.
13.Please reconcile the statement on page 74 that "we will be required to use a large portion
of our revenues to pay dividends to our shareholders in order for them to service the
Subordinated Loans" with the dividend policy disclosure on page 68 which states you
intend to issue dividends but you have not adopted a formal dividend policy and are not
contractually obligated to pay dividends.
Business
Design and Construction, page 83
14.Please clarify the timeline and major milestones for the development and construction of
your permanent resort and casino.  We note your disclosure regarding Tribune vacating
the site on or prior to July 5, 2024 yet you also state that you expect the permanent resort
and casino to be completed by the end of 2026 and that you expect the permanent resort
and casino to take approximately 36 months to complete from the time when construction
commences.  Thirty-six months from the July 5, 2024 date would be July 5, 2027.  Please
reconcile these statements.
15.Please clearly disclose the material terms of the Oak Street Lease Agreement, including
the monthly or annual rent amount.
Host Community Agreement with the City of Chicago, page 88
16.Please provide an expanded description of the Host Community Agreement which
addresses all the material terms of the agreement including, as examples, its term, the
aggregate payments under the agreement and the amounts you will be required to have
and maintain to fund all amounts necessary to allow you to complete your obligations
under the agreement.  Please file the Host Community Agreement as an exhibit.  We may
have further comments once we review the agreement.
Management, page 96
17.It appears you will provide additional disclosure regarding your management and
directors.  Please file material agreements with management and directors as exhibits
including for example the offer letter with Ameet Patel and the indemnification
agreements with your directors.

 FirstName LastNameAmeet Patel
 Comapany NameBally's Chicago, Inc.
 June 5, 2023 Page 4
 FirstName LastNameAmeet Patel
Bally's Chicago, Inc.
June 5, 2023
Page 4
Transactions With Related Persons, page 105
18.For the intercompany note please disclose the interest rate.  Please also clearly disclose the
subordinated loans.  See Item 404(a)(5) of Regulation S-K.
Description of Ownership Interests, page 107
19.We note that you have 100 shares of common stock outstanding, as reflected in the
financial statements.  Please provide clear disclosure of what these membership interests
represent and the rights and benefits as they relate to the common stock.  For instance,
clarify whether the common stock will be entitled to vote for directors, clarify how the
common stock ownership features in the corporate structure as reflected on page 12,
preferences in liquidation rights, etc.  In addition, please clearly disclose those matters that
would not be submitted to the membership interests for a vote, when they would vote with
the common stock, and how such voting with common stock would be allocated.
20.Please reconcile the disclosure on page 110 that "our amended and restated certificate of
incorporation provides for our board of directors to be divided into three classes, with
staggered three-year terms" with the disclosure on page 96 which states "each director’s
term will continue until the annual meeting of stockholders next held after his or her
election."
Plan of Distribution, page 113
21.We note your disclosure that you agree you will not accept any offers to purchase Class A
Interests unless the aggregate gross proceeds to you are equal to or greater than
$50,000,000 (or such lesser amount as may be agreed by mutual consent by you and Loop
Capital Markets LLC).  Also, we note your disclosure that if you do not receive sufficient
reservations to sell all of the Class A Interests being offered hereby, you may provide
notice on your and other websites that this offering has been cancelled or modified.  We
also note disclosure referencing an escrow account and that funds will be released by the
escrow agent upon confirmation by the escrow agent that... the minimum contingency for
this offering has been satisfied.  Please reconcile with your disclosure on the cover page
that there is no minimum number of Class A Interests to be sold or minimum aggregate
offering proceeds for this offering to close.
22.We note the disclosure that "upon review of the information that you provide in the
account opening questionnaire, we and the City of Chicago will determine, in our sole
discretion, whether you meet the criteria for investing in the Class A Interests."  Please
clearly disclose all criteria that will be used to determine whether a potential investor
meets the criteria for investing in the Class A Interests.
23.Please clearly define who is included in the term "protected class" as referenced on page
118.

 FirstName LastNameAmeet Patel
 Comapany NameBally's Chicago, Inc.
 June 5, 2023 Page 5
 FirstName LastName
Ameet Patel
Bally's Chicago, Inc.
June 5, 2023
Page 5
24.Please include a discussion of how you determined the offering price, as required by Item
505 of Regulation S-K.
Interests Eligible for Future Sale, page 118
25.Please provide an expanded description of the restrictions on transferability to explain
clearly the circumstances where Class A interests may be transferred.  We note your
statement on the cover page that Class A Interests can only be transferred to non-
immediate family members that qualify as residents of Chicago, Illinois that have satisfied
certain other qualification criteria, as determined by you in your sole discretion.  Also,
clarify the reference to protected classes on page 118.  Address the transfer restrictions in
your risk factor disclosure.
Material U.S. Federal Income Tax Consequences to U.S. Holders, page 123
26.Your description of the tax consequences should describe clearly those consequences and
not merely provide a summary.  Please revise to remove the summary references.  Also,
please remove the disclaimer in the last paragraph on page 123 that the discussion does
not constitute tax advice.  Investors are entitled to rely on your disclosure.  Lastly, we note
the disclosure under legal matters states Latham & Watkins will be passing upon certain
tax matters.  Please file the tax opinion as an exhibit or advise.
Exhibits
27.Please file all material agreements as exhibits including the agreement governing your
credit facility, the Oak Street Lease Agreement, the Lease Modification Agreement, the
Intercompany Note Agreement, and the agreement with the escrow agent.
            You may contact Paul Cline at 202-551-3851 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Senet Bishoff, Esq.