SecProbe.io

May 22, 2025
Ameet Patel
Principal Executive Officer
Bally's Chicago, Inc.
100 Westminster Street
Providence, RI 02903
Re:Bally's Chicago, Inc.
Amendment No. 7 to
Registration Statement on Form S-1
Filed April 23, 2025
File No. 333-283772
Dear Ameet Patel:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 14, 2025 letter.
Amended Registration Statement on Form S-1
General
We note your revised disclosure regarding the criteria investors are required to meet
to participate in this offering. Given that under the Host Community Agreement,
Bally's Chicago OpCo, as developer, committed that 25% of the project equity will be
owned by minority individuals and minority-owned and controlled businesses, please
clarify how you intend to conduct this offering consistent with the terms of the
agreement, including disclosure of the material risks of non-compliance and providing
cross-references to the relevant risk factors. Include whether, for example, investors
will be required to meet certain criteria to participate in this offering or you intend to
provide preferential allocations to certain investors, including any criteria you will use 1.

May 22, 2025
Page 2
for such allocations. In this regard we note that the subscription agreement continues
to require potential purchasers to represent that they satisfy the class A qualification
criteria, and the amended and restated articles of incorporation to be in effect prior to
the closing of this offering states that class A interests may be issued only to, and
registered only in the name of, individuals or entities that satisfy the class A
qualification criteria. We also note you disclose that you intend to provide preferential
allocation to Chicago residents and Illinois residents. Lastly, please add back the
disclosure describing the ownership requirements in the Illinois Gambling Act and
how you intend to meet those requirements going forward.
2.We note the removal of the disclosure from the cover page regarding the transfer
restrictions defining "permitted transferees." Please revise the cover page and the
discussion of permitted transferees on page 182 to describe the restrictions on
transfers, consistent with Section 4.5 of Exhibit 3.2.
Legal Proceedings, page 149
3.We partially reissue prior comment 2. Please revise to address specifically any impact
on the investors in this offering that may result from the potential outcomes of the
litigation. Please ensure your disclosure addresses potential outcomes that may occur
either before or after the closing of the offering. Where you discuss the possibility that
you could be found liable for monetary damages, please expand to indicate whether
this could include punitive damages. We direct your attention to Item 103 of
Regulation S-K, which allows for the information to be provided by cross-reference to
the risk factor disclosure.
            Please contact Jeffrey Lewis at 202-551-6216 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.