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As filed with the Securities and Exchange Commission on February 12, 2025

Registration No. 333-283772

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 6
TO

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Bally’s Chicago, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of
Incorporation or Organization)

7011

(Primary Standard Industrial
Classification Code Number)

88-2870098

(I.R.S. Employer
Identification No.)

100 Westminster Street
Providence, RI 02903

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ameet Patel
640 N LaSalle, Suite 460
Chicago, IL 60654
(401) 475-8474

(Name, address, including zip code, and telephone number, including area code, of agent for service)

	Copies to:
	Sony Ben-Moshe, Esq. Senet Bischoff, Esq. John Slater, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 (212) 906-1200			Oscar David, Esq. Timothy Kincaid, Esq. Michael Blankenship, Esq. Winston & Strawn LLP 35 W. Wacker Drive Chicago, IL 60601 (312) 558-5600

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 12, 2025

PRELIMINARY PROSPECTUS

$195,125,000
Bally’s Chicago, Inc.

500 Class A-1 Interests at $250 per share, with a par value of $0.001 per share
1,000 Class A-2 Interests at $2,500 per share, with a par value of $0.001 per share

1,000 Class A-3 Interests at $5,000 per share, with a par value of $0.001 per share

7,500 Class A-4 Interests at $25,000 per share, with a par value of $0.001 per share

This is the initial public offering of Bally’s Chicago, Inc., a Delaware corporation and indirect subsidiary of Bally’s Corporation, a Delaware corporation. Unless the context otherwise requires, the terms “the Company,” “we,” “us” or “our” in this prospectus refer to Bally’s Chicago, Inc. and its wholly-owned, consolidated subsidiaries, including Bally’s Chicago Operating Company, LLC, a Delaware limited liability company (“Bally’s Chicago OpCo”), and the terms “Bally’s Corporation” or “Bally’s” refer to Bally’s Corporation.

We are offering on a best efforts basis up to 10,000 in aggregate Class A Interests, allocated among 500 shares of Class A-1 common stock (the “Class A-1 Interests”) at $250 per share, 1,000 shares of Class A-2 common stock (the “Class A-2 Interests”) at $2,500 per share, 1,000 shares of Class A-3 common stock (the “Class A-3 Interests”) at $5,000 per share and 7,500 shares of Class A-4 common stock (the “Class A-4 Interests” and, together with the Class A-1 Interests, the Class A-2 Interests and the Class A-3 Interests, the “Class A Interests”) at $25,000 per share of Bally’s Chicago, Inc. The Company has not made any arrangements to place the proceeds from this offering in an escrow or trust account. There are no minimum purchase requirements for each investor. There is no minimum number of Class A Interests to be sold or minimum aggregate offering proceeds for this offering to close.

Certain investors (the “private placement investors”) have entered into agreements with us pursuant to which they have agreed to purchase Class A-1 Interests, Class A-2 Interests, Class A-3 Interests and Class A-4 Interests, respectively, in a private placement (the “concurrent private placements”) at a price per share equal to the initial public offering. The concurrent private placements are being made pursuant to Rule 506(c) under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Each private placement investor has represented to us in writing that such private placement investor qualified as an “Accredited Investor” as such term is defined by Regulation D promulgated under the Securities Act, and has provided us with additional documentation to assist us in verifying such private placement investor’s status as an Accredited Investor. Our agreements with the private placement investors are contingent upon, and are scheduled to close immediately subsequent to, the closing of this offering as well as the satisfaction of certain conditions to closing as further described in “Concurrent Private Placements.”

Following the closing of this offering and the consummation of the Transactions (as defined herein), we will have five classes of stock: Class A-1 Interests, Class A-2 Interests, Class A-3 Interests, Class A-4 Interests and Class B Interests (the “Class B Interests”). Class B Interests are not being offered hereby, and will be held exclusively by Bally’s Chicago Holding Company, LLC (“Bally’s Chicago HoldCo”), our direct parent and a wholly-owned subsidiary of Bally’s Corporation. The rights of the holders of Class A Interests and Class B Interests will be identical, except with respect to the impact of the Subordinated Loans attributable to Class A-1 Interests, Class A-2 Interests and Class A-3 Interests described below, the rights to distributions as summarized below and that Class B Interests have no economic interest in Bally’s Chicago, Inc. Each Class A Interest and each Class B Interest is entitled to one vote per share on all matters submitted to a vote of stockholders. Following the closing of this offering and the concurrent private placements and the consummation of the Transactions, as the sole holder of our Class B Interests, Bally’s Chicago HoldCo will hold 75% of the voting power and no economic interest in Bally’s Chicago, Inc.

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Following the closing of this offering and the concurrent private placements and the applications of proceeds therefrom and the consummation of the Transactions, we will be a holding company. Our principal asset will consist of the limited liability company interests (the “LLC Interests”) of Bally’s Chicago OpCo that we purchase directly from Bally’s Chicago OpCo with the net proceeds from this offering, the concurrent private placement and the Subordinated Loans (as defined herein), collectively representing an aggregate 25% economic interest in Bally’s Chicago OpCo. The remaining 75% economic interest in Bally’s Chicago OpCo will be owned by Bally’s Chicago HoldCo through its ownership of LLC Interests.

We will be the sole managing member of Bally’s Chicago OpCo. We will conduct our business through Bally’s Chicago OpCo.

In connection with this offering and the concurrent private placements, we intend to enter into a subordinated loan agreement with Bally’s Chicago HoldCo pursuant to which Bally’s Chicago HoldCo, as lender, will make subordinated loans to us, as borrower, in various tranches and in varying amounts based on the total number of Class A-1 Interests, Class A-2 Interests and Class A-3 Interests sold in this offering and the concurrent private placements. None of the new investors purchasing Class A Interests in this offering and the concurrent private placements will be a party to the subordinated loan agreement, or a borrower or lender under the Subordinated Loans (as defined herein). For each Class A-1 Interest sold in this offering and the concurrent private placements, we will incur $24,750 of subordinated loans from Bally’s Chicago HoldCo (such loans, the “Class A-1 Subordinated Loans”). For each Class A-2 Interest sold in this offering and the concurrent private placements, we will incur $22,500 of subordinated loans from Bally’s Chicago HoldCo (such loans, the “Class A-2 Subordinated Loans”). For each Class A-3 Interest sold in this offering and the concurrent private placements, we will incur $20,000 of subordinated loans from Bally’s Chicago HoldCo (such loans, the “Class A-3 Subordinated Loans” and, together with the Class A-1 Subordinated Loans and Class A-2 Subordinated Loans, the “Subordinated Loans”). We will not incur any Subordinated Loans or other debt in connection with the issuance of the Class A-4 Interests or the Class B Interests to be held by Bally’s Chicago HoldCo. Pursuant to the terms of our amended and restated certificate of incorporation to be in effect prior to the closing of this offering, so long as there are Subordinated Loans outstanding that are attributable to each of our various Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, any cash available for distribution that would otherwise be paid to holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, as applicable, will be required to be used for the repayment of principal and accrued interest on the corresponding Subordinated Loans owed by us. The Subordinated Loans will bear interest at a rate equal to 11.0% per annum, compounding quarterly. The Subordinated Loans will be non-recourse to the holders of our Class A Interests. See “Subordinated Loans.”

Pursuant to the terms of our amended and restated certificate of incorporation to be in effect prior to the closing of this offering, so long as there are Subordinated Loans outstanding that are attributable to each of our various Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, any cash available for distribution (as defined herein) that would otherwise be paid to holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, as applicable, will be required to be used for the repayment of principal and accrued interest on the corresponding Subordinated Loans owed by us. Therefore, even if our Board (or a duly authorized committee of the Board) authorizes and declares a dividend on our shares of stock, holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests will not be entitled to receive any such dividend until such time as the corresponding Subordinated Loans associated with such Class A Interests are paid in full, which may take a prolonged period of time to occur, if at all.

Our Subordinated Loans will accrue interest at a rate of 11.0% per annum, compounding quarterly, and accrued and unpaid interest will be added to the outstanding principal amount thereof on a quarterly basis. As a result, the amount of Subordinated Loans that are to be paid with a percentage of the amounts that would otherwise be paid on account of Class A-1 Interests, Class A-2 Interests and Class A-3 Interests will increase during the period between the closing date of this offering and the date, if any, on which dividends are to be paid on the Class A-1 Interests, Class A-2 Interests and Class A-3 Interests.

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HoldCo of Class A Interests in this offering or the concurrent private placements or through the issuance by us of additional debt, equity, equity-linked securities or intercompany notes to Bally’s Corporation, Bally’s Chicago HoldCo or their affiliates, or other methods.

Additionally, as a result of any such shortfall in funding, we may need to raise additional capital in the future to fund our operations and pursue our business objectives. We may seek to raise additional funds through various sources, including equity offerings, debt financings, collaborations, strategic alliances and/or licensing arrangements. We cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution. Debt financing, if available, may involve restrictive covenants. If we raise funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our intellectual property and/or future revenue streams, or grant licenses on terms that may not be favorable to us. Furthermore, if Bally’s Chicago HoldCo purchases Class A Interests in this offering or the concurrent private placements, we may pursue a secondary public offering of such Class A Interests in the future. We regularly communicate with the City of Chicago and provide updates regarding our compliance with the City’s requirement under the Host Community Agreement (as defined herein) that 25% of our ownership be held by individuals or entities that meet the Class A Qualification Criteria, including the original time frame set forth in the Host Community Agreement. We believe we are engaging in our best efforts to meet such requirements and intend to continue to engage in our best efforts to meet such requirements in the future.

While we do not currently intend to issue any additional securities in the future, we may be required to do so from time to time in order to continue to fund our operations. To the extent we decide to issue additional Class A Interests in the future, we may be required to offer you an opportunity to participate pro rata in the offering in order for such offering not to dilute the ownership of individuals or entities meeting the Class A Qualification Criteria below the minimum 25% requirement under the Host Community Agreement. However, to the extent that you determine that you either do not want to participate or cannot participate in any such offering, you will suffer immediate dilution to the extent such offering is completed without your participation. Additionally, we cannot guarantee that we will offer financing options similar to the Subordinated Loans in the future, which would significantly increase the costs of any future investment.

Neither our Class A Interests nor our Class B Interests will be listed on any national securities exchange or on any other stock exchange, regulated trading facility or automated dealer quotation system in the United States or internationally. There is no trading market for our Class A Interests and, due to certain transferability restrictions described below and elsewhere in this prospectus, an active market for our Class A Interests will not likely develop in the future. As such, our Class A Interests will have limited liquidity and holders of our Class A Interests may not be able to monetize their full investment in our Class A Interests, if at all. See “Description of Capital Stock” and “Shares Eligible for Future Sale.”

This offering is only being made to, and all concurrent private placements are being entered into with, individuals and entities that attest to satisfying the Class A Qualification Criteria (as defined herein). The Illinois Gambling Act requires that, as an applicant for an owner’s license to operate the casino, we provide evidence of our best efforts to attain certain ownership goals and that the Illinois Gaming Board take our ownership into account when determining whether to grant that license. Consistent with that requirement, our Host Community Agreement with the City of Chicago requires that 25% of Bally’s Chicago OpCo’s equity must be owned by persons that have satisfied the Class A Qualification Criteria. The Class A Qualification Criteria include, among other criteria, that the person:

•

if an individual, must be a woman;

•

if an individual, must be a Minority, as defined by MCC 2-92-670(n) (see below); or

•

if an entity, must be controlled by women or Minorities.

MCC 2-92-670(n), in turn, defines Minority as:

•

any individual in the following racial or ethnic groups:

•

African-Americans or Blacks (including persons having origins in any of the Black racial groups of Africa);

•

American Indians (including persons having origins in any of the original peoples of North and South America (including Central America) and who maintain tribal affiliation or community attachment);

•

Asian-Americans (including persons whose origins are in any of the original peoples of the Far East, Southeast Asia, the islands of the Pacific or the Northern Marianas or the Indian Subcontinent);

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•

Hispanics (including persons of Spanish culture with origins in Mexico, South or Central America or the Caribbean Islands, regardless of race); and

•

individual members of other groups, including but not limited to Arab-Americans, found by the City of Chicago to be socially disadvantaged by having suffered racial or ethnic prejudice or cultural bias within American society, without regard to individual qualities, resulting in decreased opportunities to compete in Chicago area markets or to do business with the City of Chicago. Qualification under this clause is determined on a case-by-case basis and there is no exhaustive or definitive list of groups or individuals that the City of Chicago has determined to qualify as Minority under this clause. However, in the event the City of Chicago identifies any additional groups or individuals as falling under this clause in the future, members of such groups would satisfy the Class A Qualification Criteria.

If there are any changes to the groups included in MCC 2-92-670(n), and consequently to the Class A Qualification Criteria, prior to the closing of this offering, we will communicate such changes by filing an amendment to this prospectus with the Securities and Exchange Commission (the “SEC”).

Our Class A Interests are subject to restrictions on transferability and redemption provisions, each of which will individually and in the aggregate materially impact the ability of holders of our Class A Interests to transfer their shares following the closing of this offering. Our Class A Interests can only be transferred without our consent to Permitted Transferees (as defined herein). Additionally, our Class A Interests can only be transferred with our consent to individuals or entities that attest to satisfying the Class A Qualification Criteria, and, in the case of Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, only after the Subordinated Loan attributable to such class of Interests has been paid in full and such Interests are converted to Class A-4 Interests. All Class A-1 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-1 Subordinated Loans, all Class A-2 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-2 Subordinated Loans and all Class A-3 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-3 Subordinated Loans. If a holder of Class A-1 Interests, Class A-2 Interests and/or Class A-3 Interests would like to transfer their Interests before the Subordinated Loans attributable to such class of Interests are paid off, such holder or the transferee may repay in full the pro rata amount of the remaining balance of the Subordinated Loans then outstanding attributable to such Interests before or substantially concurrently with such transfer and conversion. See “Description of Capital Stock” and “Shares Eligible for Future Sale.” Class A Interests also cannot be transferred to employee benefit plans, IRAs and other Plans (as defined herein). See “Certain ERISA Considerations.”

Moreover, as part of the qualification process, investors will be required to provide certain information described in this prospectus in order to invest in this offering. The method for submitting investment commitments and a more detailed description of this offering process are included in “Plan of Distribution — Offering Process.”

See “Shares Eligible for Future Sale” beginning on page 188 for a definition of the Class A Qualification Criteria and “Prospectus Summary — Our Relationship with Chicago” beginning on page 14 for additional requirements under the Host Community Agreement.

As a result of the terms of this offering, this offering is highly speculative and the securities involve a high degree of risk. Investing in our Class A Interests should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 51.

We made a number of assumptions to determine the price of our Class A Interests. If any of our assumptions are incorrect, including our assumptions regarding the total enterprise value of the Company, then the Class A Interests will be worth less than the price stated in this prospectus. In such case, the return on investment or rate of return on an investment in our Class A Interests could be significantly below an investor’s expectation.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws, and, as such, are subject to reduced public company reporting requirements. See “Prospectus Summary —Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Class A-1 Interest			Total
Number of shares sold
Initial public offering price		$	250		$
Subordinated loan(1)		$	24,750		$
Placement agent fees(2)		$			$
Proceeds to us, before expenses		$			$

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	Per Class A-2 Interest			Total
Number of shares sold
Initial public offering price		$	2,500		$
Subordinated loan(1)		$	22,500		$
Placement agent fees(2)		$			$
Proceeds to us, before expenses		$			$

	Per Class A-3 Interest			Total
Number of shares sold
Initial public offering price		$	5,000		$
Subordinated loan(1)		$	20,000		$
Placement agent fees(2)		$			$
Proceeds to us, before expenses		$			$

	Per Class A-4 Interest			Total
Number of shares sold
Initial public offering price		$	25,000		$
Subordinated loan(1)		$	0		$
Placement agent fees(2)		$			$
Proceeds to us, before expenses		$			$

(1)

Includes amount of Subordinated Loans attributable to each Class A Interest sold in this offering. Purchasers of Class A Interests will not be borrowers or lenders under the Subordinated Loans.

(2)

See “Plan of Distribution.”

We have reserved up to 300 Class A Interests, or approximately 3.0% of our Class A Interests, for sale to our director nominees on the same terms as the Class A Interests being purchased by investors in this offering. These persons must commit to purchase at the same time as the investors in this offering. The number of Class A Interests available for sale in this offering will be reduced to the extent these persons purchase the reserved Class A Interests. See “Plan of Distribution — Directed Share Program.”

The placement agents are deemed to be underwriters within the meaning of Section 2(a)(11) of the Securities Act, and any fees received by them will be deemed to be underwriting discounts or commissions under the Securities Act. See “Plan of Distribution.”

This offering will terminate upon the earlier to occur of (i) 30 days after the registration statement of which this prospectus forms a part becomes effective with the SEC or (ii) the date on which all Class A Interests offered hereby have been sold.

Lead Placement Agent

Loop Capital Markets

Co-Placement Agent

Innovation Capital

The date of this prospectus is , 2025.

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	INDUSTRY AND MARKET DATA					iii
	PROSPECTUS SUMMARY					1
	THE OFFERING					33
	QUESTIONS AND ANSWERS					40
	RISK FACTORS					51
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA					93
	OUR ORGANIZATIONAL STRUCTURE					96
	USE OF PROCEEDS					99
	DIVIDEND POLICY					100
	CAPITALIZATION					102
	DILUTION					104
	UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION					106
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					115
	BUSINESS					134
	MANAGEMENT					157
	SUBORDINATED LOANS					163
	EXECUTIVE COMPENSATION					165
	TRANSACTIONS WITH RELATED PERSONS					171
	PRINCIPAL STOCKHOLDERS					175
	DESCRIPTION OF CAPITAL STOCK					177
	DESCRIPTION OF CERTAIN INDEBTEDNESS					181
	PLAN OF DISTRIBUTION					182
	CONCURRENT PRIVATE PLACEMENTS					187
	SHARES ELIGIBLE FOR FUTURE SALE					188
	MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS					194
	CERTAIN ERISA CONSIDERATIONS					197
	LEGAL MATTERS					199
	EXPERTS					199
	WHERE YOU CAN FIND MORE INFORMATION					199
	INDEX TO FINANCIAL STATEMENTS					F-1

We have not, and the placement agents have not, authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may only be used where it is legal to offer and sell our Class A Interests. The information in this prospectus is complete and accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of our Class A Interests. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the placement agents are not, making an offer of these securities in any jurisdiction where the offer is not permitted.

This prospectus has been prepared by Bally’s Chicago, Inc. and may be used by our placement agents in connection with offers and sales of these securities in primary market transactions in these securities.

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Neither we nor the placement agents have undertaken any efforts to qualify this offering for offers to investors in any jurisdiction outside of the states of Illinois, Florida, New York and Texas. Investors must have a U.S. social security number and/or a U.S. tax identification number to be eligible to participate in this offering.

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INDUSTRY AND MARKET DATA

This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, trade and business organizations, and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research, and are based on certain assumptions that we believe to be reasonable.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise, and you are cautioned not to give undue weight to such estimates. Market and industry data are subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates. The content of, or accessibility through, the sources and websites identified herein, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein and any websites are an inactive textual reference only.

KEY PERFORMANCE INDICATORS

The key performance indicators used in managing our business is Income (loss) from operations for our Permanent Casino reportable segment and Adjusted EBITDAR for our Temporary Casino reportable segment. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Operating Structure” for more information about our reportable segments. Temporary Casino Adjusted EBITDAR is a measure of the Company’s segment profitability disclosed in accordance with the requirements of ASC 280, Segment Reporting, and it does not represent a non-GAAP measure. Temporary Casino Adjusted EBITDAR is defined as earnings, or loss, for the temporary casino before interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, expansion costs, management fees to Bally’s Corporation, rent expense from triple net operating leases, and certain other gains or losses.

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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should read and carefully consider the following summary together with the entire prospectus, including our financial statements and the related notes thereto appearing elsewhere in this prospectus, before deciding to invest in our Class A Interests. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements and Industry Data.” Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in “Risk Factors” and other sections of this prospectus.

Our Mission

Our mission is to design, build and operate a world-class entertainment destination resort, befitting Chicago’s status as a world-class city.

Our Company

We are a gaming, hospitality and entertainment company with the singular focus of building and operating a world-class entertainment destination resort in Chicago, Illinois. We intend to provide both Chicago residents and business and leisure travelers visiting Chicago with physical and interactive entertainment and gaming experiences.

We intend to build a destination casino, hotel and entertainment venue (our “permanent casino and resort”) that will showcase “The Best of Chicago” arts and culture, food and sports, and curated dining and entertainment experiences. Our permanent casino and resort in Chicago will be located on the 30-acre property which previously hosted the Chicago Tribune Publishing Center, at the intersection of Chicago Avenue and Halsted Street in downtown Chicago, and will look to transform this currently underutilized site into a major economic driver for the city. Our permanent casino and resort will be in close proximity to a wide range of hotels, theaters, bars, restaurants, major shopping districts and the McCormick Place Convention Center, the proximity to which will help drive traffic to our permanent casino and resort, primarily due to our differentiated gaming attractions in comparison to other offerings in this geographic location.

In developing the entertainment destination resort, we intend to adhere to Bally’s community-first policy, which is a fundamental and defining element of who we are as a company. We believe that in every community in which Bally’s operates, it has built strong, lasting partnerships with local residents and businesses. Chicago will be no different. With this project, we are committed to ensuring that our permanent casino and resort generates significant economic stimulus and creates a wealth of employment opportunities for the greater Chicago community.

Among other features and amenities, once finalized, our permanent casino and resort is being designed to include approximately:

•

3,400 slot machines;

•

173 table games;

•

10 food and beverage (“F&B”) venues;

•

a hotel tower with 500 rooms and a rooftop bar;

•

a 3,000-person mixed use entertainment and event center;

•

3,300 parking spaces; and

•

outdoor green space, including an expansive public riverwalk with a water taxi stop.

On May 5, 2022, the City of Chicago selected us as the preferred bidder in Chicago’s request for proposal process (the “RFP process”) to construct and operate a world-class casino resort in downtown Chicago. We worked cooperatively with city officials and community leaders throughout the RFP process to

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develop a project that embraced Chicago as a global gateway city, incorporating its vibrant cultural scene and highly diversified economy. Chicago selected us on the basis that they believe our plan provides the most economic value to Chicago and its taxpayers, including an upfront payment of $40.0 million and annual payments to the City totaling $4.0 million.

The gaming taxes on our gaming revenue will be paid to the state of Illinois and the City of Chicago, with the City of Chicago taxes applied to pay a portion of the City’s obligations toward its fire and police union pensions. Additionally, our permanent casino and resort is projected to create approximately 12,250 design, development and construction jobs and approximately 3,000 permanent jobs upon the opening of our permanent casino and resort.

Bally’s Corporation

Our ultimate parent, Bally’s Corporation, is a global gaming, hospitality and entertainment company with a portfolio of casinos and resorts and online gaming businesses. Bally’s Corporation provides its customers with physical and interactive entertainment and gaming experiences, including traditional casino offerings, iGaming, online bingo, sportsbook and free to play games (“F2P”).

As of December 31, 2024, Bally’s Corporation owns and manages 15 land-based casinos in ten states across the United States, one golf course in New York, and one horse racetrack in Colorado operating under Bally’s brand. Its land-based casino operations include approximately 14,800 slot machines, 500 table games and 3,800 hotel rooms, along with various restaurants, entertainment venues and other amenities. Certain of its properties are leased under a master lease agreement with GLP Capital, L.P. (“GLP”), a subsidiary of Gaming and Leisure Properties, Inc. (“GLPI”), a publicly traded gaming-focused real estate investment trust (“REIT”). With its acquisition of London-based Gamesys Group, Plc. (“Gamesys”) on October 1, 2021, Bally’s Corporation expanded its geographical and product footprints to include an iGaming business with well-known brands providing iCasino and online bingo experiences to its global online customer base with concentrations in Europe and a growing presence in North America. Bally’s Corporation’s iCasino and online bingo platforms and games content, sportsbook and F2P games are provided on a business-to-business (“B2B”) as well as a business-to-consumer (“B2C”) basis. Its revenues are primarily generated by these gaming and entertainment offerings. Bally’s Corporation owns and operates its proprietary software and technology stack designed to allow it to provide consumers with differentiated offerings and exclusive content.

In July 2024, Bally’s Corporation entered into a definitive merger agreement (as amended in August 2024 and further amended in September 2024), pursuant to which The Casino Queen & Entertainment Inc. (“Casino Queen”), a corporation majority-owned by funds managed by Standard General L.P., Bally’s Corporation’s largest common stockholder, would merge with Bally’s Corporation. Pursuant to the agreement, Bally’s stockholders would receive cash merger consideration of $18.25 per share, unless such stockholders elect the rollover election to forego the cash consideration in order to remain invested in the combined company. In connection with the foregoing transactions, Bally’s would combine with Casino Queen, a regional casino operator and owner of a significant minority stake in global lottery operator Intralot S.A. Bally’s stockholders approved the merger agreement on November 19, 2024. Bally’s completed the transactions contemplated by the merger agreement on February 7, 2025.

Our Location

We have leased a 30-acre property on the banks of the Chicago River, which previously hosted the Chicago Tribune Publishing Center. The proposed site for our permanent casino and resort is at the intersection of Chicago Avenue and Halsted Street in downtown Chicago, which we believe will be an optimal location for our permanent casino and resort. We will look to transform this currently underutilized site into a major economic driver for the city. The proposed site for our permanent casino and resort is also near major shopping and cultural attractions along Michigan Avenue, as well as a wide selection of hotels and restaurants at various price points and that are popular among local residents and tourists.

The proposed site is less than five minutes away from a major highway exit, making it easily accessible by car. We also intend to build a new water taxi stop and a new pedestrian bridge across the Chicago River to make the proposed site even more accessible to Chicago residents and tourists in the downtown area. Our

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permanent casino and resort will be the only casino in the City of Chicago. The next closest casino is 16 miles outside of the city and not easily accessible via public transportation.

Once fully developed and operational, it will take a commuter approximately:

•

15 minutes on average to reach our permanent casino and resort from Chicago Loop via public transportation;

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10 minutes on average to reach our permanent casino and resort from Magnificent Mile via public transportation;

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45 minutes on average to reach our permanent casino and resort from Chicago O’Hare International Airport via public transportation; and

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50 minutes on average to reach our permanent casino and resort from Midway Airport via public transportation.

In addition, our permanent casino and resort will have approximately 2,000 feet of contiguous river walk, public parks and docks. Additionally, it will include riverfront restaurants and other amenities, including locations for scenic views.

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For illustrative purposes, subject to change, see “Risk Factors — Development and Construction Risks”

Design & Construction

Demolition for construction of our permanent casino, performance center, resort, F&B offerings and hotel began on July 5, 2024, and our permanent casino and resort is expected to open to the public in September 2026. Our plan is to build in phases with demolition, site prep, parking and access to be followed by the construction of the permanent casino, performance center, and hotel tower, and would target that key elements of the project to be ready and prepared to serve patrons by the third quarter of 2026. However, there can be no assurances that we will be successful in doing so. Additionally, based upon our joint assessment with GLPI at the time that we entered into the GLP Term Sheet (as defined herein), we expect to incur expenses amounting to at least approximately $1.4 billion in the design, development and construction of our permanent casino and resort. However, this estimate is subject to change based on numerous factors outside of our control, which could cause the actual construction costs to increase. Any increased construction costs could materially and adversely affect the return on our investments. For additional discussion of these factors, please see “Risk Factors — Development and Construction Risks.”

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Permanent casino and resort renderings (November 2024)
Illustrative design, subject to change, see “Risk Factors — Development and Construction Risks”

In connection with the development and construction of our permanent casino and resort, we intend to contract or achieve:

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46% or more of the funds earmarked for construction and development will be disbursed to businesses with a certification as Minority or women-owned businesses;

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50% or more total hours spent on construction and development by City of Chicago residents;

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LEED Gold certification from Green Building Council; and

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125 points under the Chicago Sustainable Development Policy.

In addition, we are in discussion with the Illinois Gaming Board and Midway International Airport to install slot machines at Midway International Airport.

In November 2022, we entered into the Oak Street Lease Agreement (as defined herein) to lease the proposed site on which we plan to develop our permanent casino and resort. The Oak Street Lease Agreement commenced on November 18, 2022 and has a 99-year term.

On July 11, 2024, Bally’s entered into a binding term sheet (the “GLP Term Sheet”) with GLP for a strategic construction and financing arrangement, including up to $940.0 million of funding for the construction of our permanent casino and resort. In connection therewith, GLP acquired the fee interest in the proposed site on which we plan to develop our permanent casino and resort from the Oak Street Landlord (as defined herein) and succeeded to the Oak Street Landlord’s interest as landlord under the Oak Street Lease Agreement. We and GLP are negotiating the GLP Lease Agreement (as defined herein) pursuant to which GLP will lease the site back to us, and the Oak Street Lease Agreement will be terminated. The GLP Lease Agreement will have a 15-year term followed by multiple renewal terms to be agreed between us and GLP. We expect to consummate the GLP Lease Agreement and terminate the Oak Street Lease Agreement in the first quarter of 2025.

Performance of Comparable Casinos

For comparative context, we have included Win Per Unit Per Day (“WPUPD”), which is the average revenue a single gaming unit generates daily, and Adjusted Gross Revenue (“AGR”), which is the WPUPD on an annualized basis, data, slot machine counts, and table game counts as of and for the year ended December 31, 2023 for select gaming properties. This information has been derived from public filings of the respective casino operators. The properties included are the MGM National Harbor Casino and Encore Boston Harbor Casino, which are casino resorts in a campus environment that operate in or near similar major metropolitan areas, as well as Hard Rock Northern Indiana Casino, Rivers Casino, Ameristar East Chicago, Grand Victoria Casino, Harrah’s Joliet Casino & Hotel, Hollywood Casino Aurora, Hollywood Casino Joliet, and Horseshoe Hammond, which are casinos located near the Chicago metropolitan area and in Northern Indiana. We have identified these properties as potentially comparable to our proposed permanent casino and resort based on certain factors, including location in metropolitan areas with similar demographic profiles, comparable economic characteristics of the surrounding regions, and proximity to the City of Chicago.

Investors should be aware that these comparisons have limitations and may not be directly applicable to our proposed operations due to various factors, including but not limited to differences in local market conditions, variations in regulatory environments, property-specific operational strategies, and unique

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competitive landscapes in each market. The information provided is intended solely to offer context and does not constitute a projection or forecast of our future performance.

	Comparable Properties for 2023(12)
($ in MM, except WPUPD metrics)	MGM National Harbor			Encore Boston			Hard Rock Northern Indiana			Rivers Casino Illinois
Slot Machines			2,265			2,550			1,743			1,516
Slots WPUPD		$	589		$	448		$	486		$	598
Table Games			209			191			76			120
Table Games WPUPD		$	4,572		$	4,848		$	4,202		$	4,744
Total Gaming AGR(13)		$	834		$	755		$	426		$	539

(13)

Gaming AGR does not include retail sportsbook.

Illinois and Northern Indiana Slots

			2023(12)
	# Slots		Admissions		AGR			WPU
Ameristar East Chicago		1,162		N/A		$	154		$	362
Grand Victoria Casino		762		943		$	119		$	427
Hard Rock Northern Indiana		1,743		N/A		$	309		$	486
Harrah’s Joliet Casino & Hotel		777		738		$	113		$	400
Hollywood Casino Aurora		832		852		$	77		$	255
Hollywood Casino Joliet		937		683		$	80		$	233
Horseshoe Hammond		1,688		N/A		$	235		$	381
Rivers Casino Des Plaines		1,516		3,088		$	331		$	598
Average		1,177		1,261		$	177		$	393
Median		1,050		852		$	136		$	390
Top Performers – Averages
Top Performer Average		1,705		2,230		$	316		$	519

Illinois and Northern Indiana Table Games

			2023(12)
	# Tables		Admissions		AGR			WPU
Ameristar East Chicago		44		N/A		$	35		$	2,168
Grand Victoria Casino		45		943		$	31		$	1,896
Hard Rock Northern Indiana		76		N/A		$	117		$	4,202
Harrah’s Joliet Casino & Hotel		21		738		$	18		$	2,344
Hollywood Casino Aurora		34		852		$	20		$	1,616
Hollywood Casino Joliet		13		683		$	12		$	2,367
Horseshoe Hammond		81		N/A		$	68		$	2,289
Rivers Casino Des Plaines		120		3,088		$	208		$	4,744
Average		54		1,261		$	64		$	2,703
Median		45		852		$	33		$	2,316
Top Performers – Averages
Top Performer Average		93		2,230		$	144		$	4,365

(12)

Based on publicly available information. All figures are as of and for the year ended December 31, 2023.

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These illustrative comparisons are only for purposes of illustrating the publicly reported WPUPD per slot machine and table game, and the associated AGR for nearby casino properties in Illinois and Northern Indiana. These illustrative comparisons are not projections, goals or targets but reflect the actual reported results of these casino properties as reported by the Illinois and Indiana state gaming commissions for the relevant periods.

The illustrative comparisons set forth above were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Such illustrative examples have been prepared by, and is the responsibility of, our management. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the illustrative example information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

This prospectus does not include a reconciliation of estimated Total AGR to estimated GAAP revenue because we are unable, without making unreasonable efforts, to provide a meaningful or reasonably accurate calculation or estimation of certain reconciling items which could be significant to our results.

Hospitality Industry in Chicago

The hospitality industry in Chicago is showing strong signs of recovery and growth, driven by a combination of increasing tourism, business travel and a dynamic local culture. Occupancy rates are steadily climbing as travelers return to the city for its world-class dining, vibrant arts scene and high-profile events like conventions and festivals. Hotels are adapting to evolving guest expectations by modernizing amenities, prioritizing sustainability, and enhancing the overall guest experience. The city’s strong marketing efforts and investment in infrastructure, such as O’Hare’s expansion, have also boosted its appeal as a global destination. With these improvements, Chicago’s hospitality sector has positioned itself as a leader in urban tourism and accommodation.

In 2023, the Chicago hospitality industry exceeded the expectations, booking over 2,100 future meetings and events, representing 2.45 million hotel room nights, which exceeded 2022 levels by 43%. This was driven primarily by a steady influx of visitors exploring Chicago’s vibrant neighborhoods, iconic landmarks and world-class cultural offerings. The City saw 52 million visitors — over 3 million more than 2022 — and filled 11 million hotel rooms.

2023 Hotel Occupancy Rates

2023 Hotel Rooms Occupied (Millions)

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2023 Hotel Revenue and Taxes

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Temporary Casino

While we work to construct our permanent casino and resort on the banks of the Chicago River, we built a temporary casino in downtown Chicago (our “temporary casino” and, together with our permanent casino and resort, our “casino and resort”). However, as the name implies, our temporary casino is expected to close once we open our permanent casino and resort, as our license to operate our temporary casino would cease in order to open our permanent casino and resort in the third quarter of 2026.

Our temporary casino is situated in the former location of the Medinah Temple, which acted as a community and social center in Chicago from its construction in 1912. Our temporary casino began operations on September 9, 2023. Our temporary casino includes approximately 1,000 gaming positions and two F&B venues.

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Our new work for our temporary casino respects and maintains the existing landmarked items identified by the City of Chicago in the Medinah Temple, including the exterior façade. While we performed minor improvements on the façade, such work was focused on the replacement of signage in the same locations utilized by previous tenants. Within the Medinah Temple, we preserved the stained glass windows, stage proscenium, column capitals and third floor ceiling, including the four domes. As of September 30, 2024, we have incurred approximately $70.0 million in costs in connection with the design and development of our temporary casino.

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Timeline of Key Milestones(1)

Date			Key Milestone
September 9, 2023			Grand opening of our temporary casino
July 5, 2024			Tribune surrenders and vacates proposed site of our permanent casino and resort
July 5, 2024			Decommission and demolition of building on site of our permanent casino and resort
Q1 2025			Commencement of construction of our permanent casino and resort
Q3 2026			Grand opening of our permanent casino and resort(2)

(1)

This timeline reflects our current business strategy. However, our ability to implement our business strategy is subject to numerous risks and uncertainties. We face many risks inherent in our business generally. You should carefully consider all of the information set forth in this prospectus and, in particular, the information under the heading “Risk Factors.” These risks include various construction and development risks in connection with our permanent casino and resort. See “Risk Factors — Development and Construction Risks.”

(2)

The Host Community Agreement with the City of Chicago provides for significant liquidated damages in the event that we do not meet the milestones specified as to our temporary casino and our permanent casino and resort. See “— Our Relationship with Chicago — Host Community Agreement with the City of Chicago” for more information on these milestones. Also see “Risk Factors — Development and Construction Risks” for more information on various construction and development risks in connection with our permanent casino and resort.

Competitive Strengths

Fully integrated destination resort focused on the attractive mainstream market segment

Our permanent casino and resort is focused on the mainstream market segment. We believe this segment provides attractive long-term growth opportunities and the mainstream market gaming segment has relatively high margins in comparison to other gaming segments.

Our permanent casino and resort is being designed to feature a hotel tower including 500 rooms and a rooftop bar. Our dining and beverage options are also designed for broad market appeal and include a range of restaurants, cafes, bars and lounges. Our location, in the heart of the City of Chicago, offers an immersive entertainment environment in street and riverscape surroundings inspired by iconic shopping in the Magnificent Mile district. Our permanent casino and resort will also feature a new landscaped riverwalk with activation elements such as artwork, walking paths and a dog park. It will also include a new park along the river, terraced steps and outdoor seating for restaurants, cafes, bars and lounges. The park will be accessible to the public during the hours typical of Chicago public parks. We believe that our combination of entertainment and leisure activities, differentiated gaming attractions in comparison to other offerings in this geographic location and outdoor space, including being the only casino in the City of Chicago, delivered in an easily accessible location, will provide a customer experience that is hard to replicate without having to visit multiple destinations.

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Strategic location with strong and improving accessibility

The following map illustrates the centralized location of our permanent casino and resort in Chicago:

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Our permanent casino and resort will be strategically located in the heart of the City of Chicago, as the only casino located directly adjacent to the Chicago River, with easy access to the blue transit line as well as to multiple bus stops. The City of Chicago is the third most populous city in the United States, with 2.7 million residents in 2023 according to the United States Census Bureau. According to Forbes and Business Insider, tourism to the City of Chicago reached approximately 55 million visitors prior to the COVID-19 pandemic and is expected to fully rebound by the end of 2024.

We believe we can also leverage the traffic flow from nearby hotels, theaters, bars, restaurants, shopping districts and McCormick Place Convention Center to drive significant traffic to our permanent casino and resort, primarily due to our differentiated gaming and entertainment attractions in comparison to other offerings in this geographic location. Our close proximity to the Chicago River, which is a top tourist attraction in Chicago, will allow us to drive marketing promotions to tourists and drive further traffic to our permanent casino and resort. We intend to build a new water taxi stop and a new pedestrian bridge across the Chicago River to capitalize on traffic flow and make the proposed site even more accessible to Chicago residents and tourists in the downtown area. We also expect to be a natural and popular first stop for a large number of visitors to Chicago due to our close proximity to the River West, Fulton River District, River North and West Loop entertainment districts.

Backed by an established operator with a leading and diversified national gaming footprint

We are backed by Bally’s Corporation, an established operator in our casino and resort industry that is capable of providing expertise, know-how and support across the entire gaming spectrum, ranging from generation and advertising technology to the collection, processing and extrapolation of data and odds, to visualization solutions, risk management and platform services.

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The deep understanding of our public company parent of the gaming industry, customer needs and preferences, regulatory processes and the evolving competitive landscape offers us a significant competitive advantage over our competitors. Upon the closing of this offering, we will continue to benefit from our relationship with Bally’s Corporation through the scale of Bally’s operations, including the centralization of shared services and support functions such as legal, information technology, human resources, supply chain logistics, warehousing, strategic sourcing and transportation. We will also continue to benefit from Bally’s Corporation’s extensive customer and sales network, as well as its well-developed and recognized customer loyalty programs, which we will continue to leverage to further drive visitation.

After its merger with Casino Queen, Bally’s Corporation’s casino offerings stretch across eleven states across the United States. We believe the breadth of their offerings and reach gives us a competitive advantage in launching operations in a new city or state, as we are able to leverage their considerable resources and know-how to deliver the best offerings to potential customers.

Powerful network effects accelerate our value proposition

Under the Bally’s brand, we are able to benefit from powerful network effects, which further accelerate our value proposition. As a national participant in the gaming industry, Bally’s Corporation has casinos resorts spread across numerous major cities and has hosted tens of millions of customers since all of its casino resorts and online gaming operations commenced operations. We believe that, by operating under the Bally’s brand, we will be able to attract existing and new customers to our new casino and resort, as we will not be required to gain their trust upon launching our operation.

Experienced and Dedicated Management Team

Our management team has extensive experience in the gaming and hospitality industries. Management team members have prior tenures at other large-scale casino and entertainment companies, such as PENN Entertainment, Delaware North Companies, International Game Technology and Northstar Lottery Group. Our management team has an average of more than 11 years of experience in the gaming and hospitality industries. In addition, as of September 30, 2024, Bally’s had approximately 10,500 employees who are dedicated to Bally’s national and international operations to ensure exceptional customer experiences. We will also receive certain centralized corporate and management services from Bally’s Corporation, including shared service staff who will devote a portion of their time to our operations. We intend to continue to capitalize on the deep industry expertise, management skills and strong execution capabilities of our management team to successfully formulate and implement our strategies, and continue to streamline our operations by utilizing the services provided by our affiliates.

Our Business and Growth Strategies

Continue to focus on the mainstream market segment

We intend to focus on mainstream market gaming due to its attractive growth opportunities and higher margin profile. We are designing our non-gaming attractions to complement the mainstream market focus of our permanent casino and resort by delivering experiences that appeal to mainstream market players. We aim to leverage our differentiated entertainment, retail, F&B and hotel amenities to drive visitation, longer stays and greater spending by our patrons. Under our current plan, our permanent casino and resort is being designed to include approximately 3,400 slot machines and 173 table games. In addition, we currently envision outdoor green space, including an expansive public riverwalk with a water taxi stop. Other non-gaming attractions expected to be part of our permanent casino and resort include a hotel tower with 500 rooms, a rooftop bar, a 3,000-person mixed use entertainment and event center, as well as retail and F&B outlets. We expect our current plan for our permanent casino and resort to diversify our offerings and create long-term shareholder value.

Continue to drive visitation and revenue growth through innovative non-gaming attractions

We intend to enhance and diversify our differentiated non-gaming amenities and service offerings with the goal to drive further visitation to our casino and resort by both residents of Chicago and tourists visiting Chicago, and deliver long-term growth and high margins. We believe our permanent casino and resort will

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be different from existing resorts and casinos in Illinois and neighboring states because of our strategic location along the Chicago River, as well as our innovative and interactive entertainment attractions, which are intended to appeal to both individuals and groups interested in gaming and those not interested in gaming alike. We intend to leverage Bally’s Corporation’s existing attractions to provide superior entertainment experiences. For example, we intend to host premier concerts and events over time to increase our brand recognition locally, which we believe we can do using our nationwide access to premier talent. We also intend to enhance existing attractions and update them over time, and to optimize our mix of retail and F&B offerings that appeal to our target customers.

Continue to pursue strategic marketing initiatives and differentiate the “Bally’s” brand

We plan to continue to build the “Bally’s” brand to increase awareness among potential customers, particularly in Chicago and the Midwest. We intend to continue to pursue innovative promotions, including engaging influencers and celebrities to promote our casino and resort’s themes and entertainment facilities, and to host special events. We also plan to enhance our advertising activities, including through a variety of social media, print, television, online, outdoor, onsite and other means. In addition, we intend to leverage our relationship with Bally’s Corporation to promote our casino and resort through complementary and cost-effective cross-marketing and sales campaigns.

Prudently manage our capital structure

We commenced operations in June 2022, and we intend to develop a capital structure to match and support the on-going ramp-up of our operations. We intend to strengthen our balance sheet by focusing on optimizing our leverage, maintaining a competitive cost of capital and improving balance sheet flexibility. We intend to use all of the net proceeds from this offering, together with the proceeds from the concurrent private placements, the Subordinated Loans and the IPO Expenses Note (as defined herein), to purchase 10,000 LLC Interests directly from Bally’s Chicago OpCo at a price per unit equal to the stated value of $25,000 per Class A Interest, which is equal to the amount paid by investors in this offering plus the corresponding amount of Subordinated Loans attributable to each Class A Interest.

Bally’s Chicago OpCo intends to use the proceeds it receives from the sale of LLC Interests to Bally’s Chicago, Inc. to repay $250.0 million outstanding aggregate amount under the Pre-IPO Intercompany Notes (as defined herein).

In turn, we believe we will be sufficiently capitalized through the fourth quarter of 2027. We intend to prudently manage our capital structure as we continue to grow our operations.

Our Relationship with Bally’s Corporation

Permanent Services Agreement

We intend to benefit from Bally’s Corporation’s significant experience and knowledge in the U.S. gaming market. In January 2023, Bally’s Chicago OpCo and certain subsidiaries of Bally’s Corporation entered into a services agreement (the “Permanent Services Agreement”) with Bally’s Management Group, LLC (f/k/a Twin River Management Group, Inc.) (“BMG”), a subsidiary of Bally’s Corporation. Pursuant to the Permanent Services Agreement, BMG agreed to provide us and certain subsidiaries of Bally’s Corporation with general business support services, including services relating to external reporting obligations, internal audit, regulatory filings, design and construction, business development, human resources, tax, accounting, treasury and capital related, risk management, legal, finance and marketing upon the opening of our permanent casino and resort. Pursuant to the Permanent Services Agreement, we agreed to pay BMG an annual fee equal to the salaries, burden, overhead and other operating costs for providing such services based on our share of those costs calculated by reference to an appropriate common-size metric plus 6%, which fee may be reviewed and adjusted by the parties from time to time to reflect current market rates for such services and as required by the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The initial term of the agreement is one year, beginning upon the opening of our permanent casino and resort, and will be automatically renewed for successive one-year terms, unless either party serves on the other a written notice of termination. We believe the support provided by Bally’s Corporation increases

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our competitive advantage and will contribute to the success of our business. See “Transactions with Related Persons — Permanent Services Agreement.”

Temporary Services Agreement

In August 2023, Bally’s Chicago OpCo entered into a services agreement (the “Temporary Services Agreement”) with BMG, a subsidiary of Bally’s Corporation. Pursuant to the Temporary Services Agreement, BMG agreed to provide us with general business support services, including services relating to external reporting obligations, internal audit, regulatory filings, design and construction, business development, human resources, tax, accounting, treasury and capital related, risk management, legal, finance and marketing related to our temporary casino. Pursuant to the Temporary Services Agreement, we agreed to pay BMG a monthly fee equal to $5.0 million, which fee may be reviewed and adjusted by the parties from time to time to reflect current market rates for such services and as required by the Code. The initial term of the agreement is two years, beginning August 30, 2023, and will be automatically renewed for successive one-year terms for as long as our temporary casino is licensed to continue operations, unless BMG serves on Bally’s Chicago OpCo a written notice of termination. The Temporary Services Agreement shall automatically terminate when our temporary casino permanently closes and our permanent casino and resort opens to the public. See “Transactions with Related Persons — Temporary Services Agreement.”

Guarantee of Bally’s Corporation’s Obligations

We and Bally’s Chicago HoldCo, our direct parent and the entity that will hold all of our Class B Interests after the closing of this offering, as well as all other current and future direct unrestricted subsidiaries of Bally’s Corporation under its credit facilities and bond indentures, will guarantee Bally’s Chicago OpCo’s obligations under the GLP Lease Agreement and GLP Development Agreement; provided, however, that at such time as Bally’s Chicago OpCo becomes a restricted subsidiary under Bally’s Corporation’s credit facilities and bond indentures, (i) Bally’s Corporation (or its Parent Company (as defined in Bally’s Corporation’s existing master lease agreement with GLP), if any, following a Control Transaction (as defined in the GLP Term Sheet)) will be required to guarantee the GLP Lease Agreement and GLP Development Agreement and (ii) following the delivery of such guarantee, the guarantees of the GLP Lease Agreement and GLP Development Agreement provided by Bally’s Chicago HoldCo and such other unrestricted subsidiaries of Bally’s Corporation shall terminate.

In connection with Bally’s Chicago HoldCo’s commitment to guarantee the GLP Lease Agreement and GLP Development Agreement, and in partial consideration for certain investments by Bally’s Corporation and its subsidiaries into Bally’s Chicago OpCo, we and Bally’s Chicago OpCo intend to guarantee all of the obligations, including, without limitation, indebtedness and lease obligations, of Bally’s Corporation and its subsidiaries upon Bally’s Corporation’s (or its Parent Company’s (as defined in Bally’s Corporation’s existing master lease agreement with GLP), if any, following a Control Transaction (as defined in the GLP Term Sheet)) guaranteeing the GLP Lease Agreement and the GLP Development Agreement or upon request from Bally’s Corporation; provided that, at any time after such guarantee by Bally’s Corporation (or its Parent Company) or such request from Bally’s Corporation, upon request of Bally’s Chicago OpCo, Bally’s Corporation will guarantee Bally’s Chicago OpCo’s obligations under any lease obligations outstanding at such time, including any obligations under the Oak Street Lease Agreement or, if entered into, the GLP Lease Agreement and the GLP Development Agreement, to the maximum extent permitted under the instruments governing Bally’s Corporation’s indebtedness (assuming full borrowing of all outstanding commitments under Bally’s Corporation’s revolving credit facilities outstanding at such time). Furthermore, we and Bally’s Chicago OpCo intend to enter into an agreement (the “Guarantee Agreement”) with Bally’s Corporation, pursuant to which, at any time in the future, upon request from Bally’s Corporation, we and Bally’s Chicago OpCo will guarantee, and cause each of our wholly-owned subsidiaries to guarantee, any additional obligations, including, without limitation, indebtedness and lease obligations that Bally’s Corporation or its subsidiaries enter into at any time in the future. See “Transactions with Related Persons — Guarantee of Bally’s Corporation’s Obligations.”

Stockholders Agreement

In connection with this offering and the Transactions, we and Bally’s Chicago HoldCo intend to enter into a stockholders agreement (the “Stockholders Agreement”), pursuant to which for so long as Bally’s

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Chicago HoldCo beneficially owns at least 50% of the aggregate number of our stock outstanding, certain actions by us or any of our subsidiaries, including Bally’s Chicago OpCo, will require the prior written consent of Bally’s Chicago HoldCo. The actions that will require prior written consent include: (i) change in control transactions of our company or any of our subsidiaries, including Bally’s Chicago OpCo, (ii) acquiring or disposing of assets or any business enterprise or division thereof for consideration in excess of $50.0 million in any single transaction or series of transactions, (iii) increasing or decreasing the size of our board of directors, (iv) initiating any liquidation, dissolution, bankruptcy, or other insolvency proceeding involving us or any of our subsidiaries, including Bally’s Chicago OpCo, and (v) any transfer, issue, sale, or disposition by us of any shares of stock, other equity securities, equity-linked securities, or securities that are convertible into equity securities of us or our subsidiaries to any person or entity that is a non-strategic financial investor in a private placement transaction or series of transactions.

Support Letter

In January 2025, we obtained a letter of support from Bally’s Corporation, pursuant to which Bally’s Corporation commits to fund all of our operating, investing, and financing activities through at least December 31, 2026 and further commits not to make any decision or action that would reasonably be expected to negatively affect our ability to continue as a going concern through at least December 31, 2026.

Other

In the event that less than $250 million in aggregate amount of gross proceeds from Class A Interests and corresponding Subordinated Loans are received in this offering and the concurrent private placement transactions, Bally’s Corporation intends to cause Bally’s Chicago HoldCo to provide additional funding to us in an amount equal to such shortfall. The funding may be provided through the purchase by Bally’s Chicago HoldCo of Class A Interests in this offering or the concurrent private placements or through the issuance by us of additional debt, equity, equity-linked securities or intercompany notes to Bally’s Corporation, Bally’s Chicago HoldCo or their affiliates, or other methods.

Additionally, as a result of any such shortfall in funding, we may need to raise additional capital in the future to fund our operations and pursue our business objectives. We may seek to raise additional funds through various sources, including equity offerings, debt financings, collaborations, strategic alliances and/or licensing arrangements. We cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution. Debt financing, if available, may involve restrictive covenants. If we raise funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our intellectual property and/or future revenue streams, or grant licenses on terms that may not be favorable to us. Furthermore, if Bally’s Chicago HoldCo purchases Class A Interests in this offering or the concurrent private placements, we may pursue a secondary public offering of such Class A Interests in the future. We regularly communicate with the City of Chicago and provide updates regarding our compliance with the City’s requirement under the Host Community Agreement that 25% of our ownership be held by individuals or entities that meet the Class A Qualification Criteria, including the original time frame set forth in the Host Community Agreement. We believe we are engaging in our best efforts to meet such requirements and intend to continue to engage in our best efforts to meet such requirements in the future.

Our Relationship with Chicago

We are designing, developing and constructing a world-class entertainment destination resort in partnership with the City of Chicago. In connection with this partnership, we have entered into various agreements and development programs as set forth below.

Host Community Agreement with the City of Chicago

On June 9, 2022, we signed a host community agreement with the City of Chicago to develop our destination casino and resort in downtown Chicago (the “Host Community Agreement”). The Host Community Agreement provides us with the exclusive right to operate a permanent casino and a temporary casino for up to three years while our permanent casino and resort is constructed.

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Pursuant to the Host Community Agreement, our permanent casino and resort is being designed to feature:

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approximately 150 permanent gaming tables, including 20 poker tables;

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in-person and mobile sports wagering facilities;

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a 5-star quality high-end luxury hotel with 100 rooms initially, as well as amenities such as a rooftop bar, a fitness center, subject to expansion to up to 500 rooms within approximately five years of the opening of our permanent casino and resort;

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approximately 65,000 square feet of entertainment and event space, including a flexible theater space with approximately 2.4 acres of greenspace that can be used to host outdoor events;

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six restaurants/cafes and a food hall, including a three-meal diner with capacity for approximately 150 seats, a Bally’s Sports Bar with capacity for approximately 200 seats, a food hall with capacity for approximately 175 seats, an Asian restaurant with capacity for approximately 50 seats, a steakhouse with capacity for approximately 150 seats, an Italian restaurant with capacity for approximately 200 seats and a grab-and-go coffee bar with capacity for approximately 20 seats;

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four bars and lounges, including a casino bar, a cocktail lounge with capacity for over 50 seats, a VIP lounge with capacity for over 60 seats and a rooftop bar with capacity for over 100 seats (including two hidden speakeasies that patrons can visit);

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approximately 3,000 square feet of ancillary retail space, including sundries and souvenir shops;

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a garage or parking facility with approximately 3,300 parking spaces, including approximately 2,200 patron spaces, approximately 600 employee spaces and approximately 500 valet spaces;

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a visitor center for tourists and business travelers visiting Chicago, including a concierge service operated in coordination with Choose Chicago, a nonprofit organization that specializes in Chicago travel options; and

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an approximately 23,000 square foot museum, with exhibits presenting Chicago sports and history and other rotating exhibitions.

In furtherance of these obligations, the Host Community Agreement establishes a minimum capital investment of $1.34 billion on the design, construction and equipping of our temporary casino and our permanent casino and resort. As of September 30, 2024, approximately $1.10 billion of this commitment remains. The actual cost of the development may exceed this minimum capital investment amount. In addition, land acquisition costs and financing costs, among other types of costs, are not counted toward meeting this minimum capital investment amount.

Additionally, as part of the design, development and construction of our temporary casino and our permanent casino and resort, the Host Community Agreement requires us to employ approximately:

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2,900 individuals in the construction of our temporary casino;

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3,000 individuals in the construction of our permanent casino and resort; and

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2,500 individuals in the construction of the hotel tower.

Once operational, the Host Community Agreement requires us to employ:

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approximately 550 individuals in our temporary casino; and

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approximately 3,000 individuals in our permanent casino and resort.

In connection with the entry into the Host Community Agreement with the City of Chicago, we were required to make a one-time payment to the City of Chicago equal to $40.0 million, and are required to make ongoing payments of $4.0 million per year beginning on September 9, 2023, the date that our temporary casino opened to the general public. Additionally, in connection with the Host Community Agreement, Bally’s Corporation was required to provide the City of Chicago with a guaranty whereby the Company is required to have and maintain available financial resources in an amount reasonably sufficient to fund all amounts necessary to allow us to meet our obligations under the Host Community Agreement and, to the

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extent we fail to perform any obligations thereunder, assume full responsibility for and perform our obligations in accordance with the terms, covenants and conditions set forth in the Host Community Agreement. The guaranty also required that we indemnify and hold the City of Chicago harmless from and against any and all loss, cost, damage, injury, liability, claim or reasonable and documented expense the City of Chicago may suffer or incur by reason of any nonpayment or nonperformance of any of our obligations.

The Illinois Gambling Act requires that, as an applicant for an owner’s license to operate the casino, we provide evidence of our best efforts to attain certain ownership goals and that the Illinois Gaming Board take our ownership into account when determining whether to grant that license. Consistent with that requirement, our Host Community Agreement with the City of Chicago requires that 25% of Bally’s Chicago OpCo’s equity must be owned by persons that have satisfied the Class A Qualification Criteria. The Class A Qualification Criteria include, among other criteria, that the person:

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if an individual, must be a woman;

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if an individual, must be a Minority, as defined by MCC 2-92-670(n) (see below); or

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if an entity, must be controlled by women or Minorities.

MCC 2-92-670(n), in turn, defines Minority as:

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any individual in the following racial or ethnic groups:

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African-Americans or Blacks (including persons having origins in any of the Black racial groups of Africa);

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American Indians (including persons having origins in any of the original peoples of North and South America (including Central America) and who maintain tribal affiliation or community attachment);

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Asian-Americans (including persons whose origins are in any of the original peoples of the Far East, Southeast Asia, the islands of the Pacific or the Northern Marianas or the Indian Subcontinent);

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Hispanics (including persons of Spanish culture with origins in Mexico, South or Central America or the Caribbean Islands, regardless of race); and

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In addition, the Host Community Agreement requires that 40% of seats on our board of directors (our “Board”) be reserved for Minorities or women.

The Host Community Agreement provides that in the event that 75% of the gaming area of our permanent casino and resort is not open to the general public by September 10, 2026 (the “Completion Deadline”), subject to any extensions as a result of Force Majeure Periods (as defined in the Host Community Agreement), we must pay the City of Chicago an amount, calculated on a daily basis, equal to the product of (i) 85% of the projected local tax revenue multiplied by (ii) the number of days since the Completion Deadline, until 75% of the gaming area of our permanent casino and resort opens to the general public; provided that any local tax revenue actually received for such period shall not subtracted from any amounts due to the City of Chicago.

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In addition, the Host Community Agreement also provides that in the event that 90%, taken as a whole, of our permanent casino and resort is not completed (as evidenced by the issuance of a temporary certificate of occupancy by the City of Chicago’s Department of Buildings) by the Completion Deadline, subject to any extensions as a result of Force Majeure Periods (as defined in the Host Community Agreement), we must pay the City of Chicago an amount, calculated on a daily basis, equal to the product of (i) 10% of the projected local tax revenue multiplied by (ii) the number of days since the Completion Deadline, until 90%, taken as a whole, of our permanent casino and resort is completed (as evidenced by the issuance of a temporary certificate of occupancy by the City of Chicago’s Department of Buildings).

If we show we timely commenced and have been diligently pursuing the construction of our permanent casino and resort, the City of Chicago may consent up to two three-month extensions of the Completion Deadline, followed by one two-month extension of the Completion Deadline, for a possible total extension of eight months. The first extension shall be consented to automatically by the City of Chicago and any subsequent consent shall not be unreasonably withheld, conditioned or delayed.

Gaming License

In order to operate our casino and resort, we will be required to obtain and hold licenses issued by the Illinois Gaming Board. The Host Community Agreement provides us with the exclusive recommendation for licensing to the Illinois Gaming Board for the City of Chicago casino license. On October 26, 2023, we obtained a four-year owners license from the Illinois Gaming Board. This license will expire on October 25, 2027 and may be renewed for subsequent four-year terms. The license issued to casino operators is referred to as an “owners license” and is issued by the Illinois Gaming Board for a period of up to four years. The owners license may then be renewed for subsequent four-year terms. On October 26, 2023, the Illinois Gaming Board also approved extending the operation of our temporary casino until September 9, 2026. The fee for the issuance or renewal of the owners license is $250,000. The license obligates the recipient to adhere to the standards and requirements set forth in the Illinois Gaming Act and the Illinois Gaming Board Rules. The Illinois Gaming Board has the authority to limit the term of the license at issuance or any renewal and may dictate additional restrictions upon the license.

Community Investment Program

We have agreed with the City of Chicago that we will commit to hiring residents of Chicago with various workforce development organizations in both the construction of our temporary casino and our permanent casino and resort, but also with respect to employment once our casinos are operational.

We are committed to the following hiring targets:

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we are required to provide preference to Chicago-based businesses, if possible;

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in the hiring of contractors for the construction of our temporary casino and our permanent casino and resort:

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a minimum of 36% of funds need to go towards Minority-owned businesses;

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a minimum of 10% of funds need to go towards women-owned businesses;

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in the hiring of workers to build our temporary casino and our permanent casino and resort:

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a minimum of 50% of total hours on our permanent casino and resort must be performed by Chicago residents;

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a minimum of 15.5% of construction work must be performed by residents of socially and economically disadvantaged areas;

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in the sourcing of goods and services and other vendor spending in connection with our temporary casino and our permanent casino and resort:

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a minimum of 26% of funds need to go towards Minority-owned businesses;

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a minimum of 10% of funds need to go towards women-owned businesses;

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•

a minimum of 2% of funds need to go towards disadvantaged businesses, including businesses by owners that have historically been disadvantaged; and

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a minimum of 3% of funds need to go towards veteran- or service-disabled veteran-owned businesses; and

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a target goal of 60% Minority hiring in the operation of our casino.

Under the community investment program, we intend on reducing the disparities that exist in the initial procurement process of goods and services by requiring that all contracts and bids in excess of $10,000 be issued via a competitive bidding process. Additionally, we intend to list all employment and procurement opportunities on our website. We intend on hosting an annual diversity vendor fair on the premises of our permanent casino and resort, and intend on hiring a third-party expert in sourcing and contracting vendors to leverage their network of vendors, suppliers and individuals seeking jobs to push notifications, recruit bidders and support us in the process.

We have also agreed with the City of Chicago that we will commit to providing training opportunities for various roles in our casino and resort, including for table game dealers and F&B workers, and work to set up job fairs in order to attract potential applicants to employment opportunities in our casino and resort.

Our Community First Programs

As a member of the Bally’s organization, we intend to adhere to the Bally’s community-first policy, which is a fundamental and defining element of who we are as a company. We intend to build strong, lasting partnerships with local residents and businesses in Chicago.

As part of our community-first policy, we intend to implement programs to provide individuals with gaming addiction with support services, both offsite and onsite, including treatment of compulsive behavior disorders. We also intend to take extraordinary precautions to ensure that minors are prohibited from participating in any of the gaming activities at our casino and resort. Additionally, we intend to take precautions to ensure that our marketing practices do not disproportionately target disadvantaged communities, and will work to provide best-in-class social programs geared towards addressing gambling addiction throughout the Chicago area.

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Corporate Structure

The below depicts our organizational structure upon the closing of this offering and the concurrent private placements and the consummation of the Transactions.

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Conflicts of Interest

Services Agreements

Bally’s Chicago OpCo and certain subsidiaries of Bally’s Corporation entered into the Permanent Services Agreement and the Temporary Services Agreement with BMG, a subsidiary of Bally’s Corporation, in January 2023 and in August 2023, respectively. See “— Our Relationship with Bally’s Corporation,” “Transactions with Related Persons — Permanent Services Agreement” and “Transactions with Related Persons — Temporary Services Agreement” for more information.

Other Conflicts of Interest

We are currently dependent on Bally’s for a majority of our working capital and financing requirements. As of September 30, 2024, we and Bally’s Chicago OpCo owe $631.0 million in promissory notes (the “Pre-IPO Intercompany Notes”) to Bally’s and various of its subsidiaries. The Pre-IPO Intercompany Notes have borne and bear interest at a rate equal to 0.0% per annum and are scheduled to mature on December 31, 2025, but all portions that remain outstanding are expected to be extinguished and contribute towards Bally’s commitment to purchase 30,000 LLC Interests for $750.0 million representing 75.0% of the economic interest in Bally’s Chicago OpCo.

Prior to the closing of this offering, Bally’s Chicago HoldCo will assign to Bally’s Chicago Inc. $ of Pre-IPO Intercompany Notes owed to it by Bally’s Chicago, Inc. and $ of Pre-IPO Intercompany Notes owed to it by Bally’s Chicago OpCo as a capital contribution (the “Pre-IPO Capital Contribution”). The amount of the Pre-IPO Capital Contribution will equal the aggregate amount of Subordinated Loans that we will enter into based on the amount of the various classes of Class A Interests sold in this offering and the concurrent private placements.

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In connection with the closing of this offering, we intend to pay the placement agent fees and offering and private placement expenses payable by us with the proceeds we receive from Class A investors in this offering and the concurrent private placements. In turn, we intend to issue Bally’s Chicago OpCo a promissory note (the “IPO Expenses Note”) in an amount equal to $ , which is equal to the placement agent fees and offering and private placement expenses payable by us, to cover the difference in the amount we will owe Bally’s Chicago OpCo in connection with the purchase of the LLC Interests. Bally’s Chicago OpCo intends to assign the IPO Expenses Note to Bally’s Chicago HoldCo in exchange for the cancellation of certain indebtedness owed by Bally’s Chicago OpCo to Bally’s Chicago HoldCo. The IPO Expenses Note will bear interest at a rate equal to 11.0% per annum and will mature on December 31, 2034.

We intend to use all of the net proceeds from this offering, together with the proceeds from the concurrent private placements, the Subordinated Loans and the IPO Expenses Note, to purchase 10,000 LLC Interests directly from Bally’s Chicago OpCo at a price per unit equal to the stated value of $25,000 per Class A Interest, which is equal to the amount paid by investors in this offering plus the corresponding amount of Subordinated Loans attributable to each Class A Interest. The 10,000 LLC Interests we purchase will represent 25.0% of the economic interest in Bally’s Chicago OpCo and the Class A Interests will represent 25.0% of the voting power and 100.0% of the economic interest in Bally’s Chicago, Inc.

Bally’s Chicago OpCo intends to use the proceeds it receives from the sale of LLC Interests to us to repay $250.0 million outstanding aggregate amount under the Pre-IPO Intercompany Notes. In addition, Bally’s Chicago OpCo intends to issue 30,000 LLC Interests to Bally’s Chicago HoldCo, at a price per LLC Interest equal to the stated value of $25,000 per Class A Interest, which is equal to the amount paid by investors in this offering plus the corresponding amount of Subordinated Loans attributable to each Class A Interest, in satisfaction of $ of indebtedness under the Pre-IPO Intercompany Notes (the “Intercompany Notes Cancellation”) and the commitment by Bally’s Chicago HoldCo to provide to Bally’s Chicago OpCo up to $ in additional funding (the “Post-IPO Capital Commitment”). Upon the closing of this offering, we intend to effect the Common Stock Reclassification (as defined herein) and issue an additional 29,900 Class B Interests to Bally’s Chicago HoldCo at $0.001 per Class B Interest. The 30,000 LLC Interests issued by Bally’s Chicago OpCo to Bally’s Chicago HoldCo from the Intercompany Notes Cancellation and the Post-IPO Capital Commitment, will represent 75.0% of the economic interest in Bally’s Chicago OpCo and the 30,000 Class B Interests that will be held by Bally’s Chicago HoldCo will represent 75.0% of the voting power and no economic interest in Bally’s Chicago, Inc.

No compensation of any kind, including finder’s and consulting fees, will be paid by us to Bally’s officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the closing of this offering. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with their work on this offering.

Guarantee of Bally’s Corporation’s Obligations

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Term Sheet)) guaranteeing the GLP Lease Agreement and the GLP Development Agreement or upon request from Bally’s Corporation; provided that, at any time after such guarantee by Bally’s Corporation (or its Parent Company) or such request from Bally’s Corporation, upon request of Bally’s Chicago OpCo, Bally’s Corporation will guarantee Bally’s Chicago OpCo’s obligations under any lease obligations outstanding at such time, including any obligations under the Oak Street Lease Agreement or, if entered into, the GLP Lease Agreement and the GLP Development Agreement, to the maximum extent permitted under the instruments governing Bally’s Corporation’s indebtedness (assuming full borrowing of all outstanding commitments under Bally’s Corporation’s revolving credit facilities outstanding at such time). Furthermore, we and Bally’s Chicago OpCo intend to enter into the Guarantee Agreement with Bally’s Corporation, pursuant to which, at any time in the future, upon request from Bally’s Corporation, we and Bally’s Chicago OpCo will guarantee, and cause each of our wholly-owned subsidiaries to guarantee, any additional obligations, including, without limitation, indebtedness and lease obligations that Bally’s Corporation or its subsidiaries enter into at any time in the future. See “Transactions with Related Persons — Guarantee of Bally’s Corporation’s Obligations.”

Bally’s Chicago OpCo Amended and Restated Limited Liability Company Agreement

As a result of this offering and the concurrent private placements, Bally’s Chicago, Inc. will hold LLC Interests in Bally’s Chicago OpCo and will be the sole managing member of Bally’s Chicago OpCo. Accordingly, Bally’s Chicago, Inc. will have the obligation to absorb losses and receive benefits from Bally’s Chicago OpCo, and consolidate the financial results of Bally’s Chicago OpCo and, through Bally’s Chicago OpCo and its operating entity subsidiaries, conduct our business.

Pursuant to the amended and restated limited liability company agreement of Bally’s Chicago OpCo as it will be in effect at the time of this offering, Bally’s Chicago, Inc. will have the right to determine when distributions will be made to holders of LLC Interests and the amount of any such distributions, taken into consideration any applicable limitations and restrictions. See “Dividend Policy.” If a distribution is authorized, such distribution will be made to the holders of LLC Interests pro rata in accordance with the percentages of their respective LLC Interests held. See “Transactions with Related Persons — Bally’s Chicago OpCo Amended and Restated Limited Liability Company Agreement.”

Stockholders Agreement

In connection with this offering and the Transactions, we and Bally’s Chicago HoldCo intend to enter into the Stockholders Agreement, pursuant to which for so long as Bally’s Chicago HoldCo beneficially owns at least 50% of the aggregate number of our stock outstanding, certain actions by us or any of our subsidiaries, including Bally’s Chicago OpCo, will require the prior written consent of Bally’s Chicago HoldCo. See “— Our Relationship with Bally’s Corporation” and “Transactions with Related Persons — Stockholders Agreement” for more information.

Support Letter

Other

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Additionally, as a result of any such shortfall in funding, we may need to raise additional capital in the future to fund our operations and pursue our business objectives. We may seek to raise additional funds through various sources, including equity offerings, debt financings, collaborations, strategic alliances and/or licensing arrangements. We cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution. Debt financing, if available, may involve restrictive covenants. If we raise funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our intellectual property and/or future revenue streams, or grant licenses on terms that may not be favorable to us. Furthermore, if Bally’s Chicago HoldCo purchases Class A Interests in this offering or the concurrent private placements, we may pursue a secondary public offering of such Class A Interests in the future. We regularly communicate with the City of Chicago and provide updates regarding our compliance with the City’s requirement under the Host Community Agreement that 25% of our ownership be held by individuals or entities that meet the Class A Qualification Criteria, including the original time frame set forth in the Host Community Agreement. We believe we are engaging in our best efforts to meet such requirements and intend to continue to engage in our best efforts to meet such requirements in the future.

Distributions and Repayment of Subordinated Loans

Upon the closing of this offering and the concurrent private placements and the consummation of the Transactions, we will be a holding company, and our principal asset will be the LLC Interests we purchase from Bally’s Chicago OpCo. If we decide to make a distribution in the future, we would need to cause Bally’s Chicago OpCo to make distributions to us in an amount sufficient to cover the repayment of the IPO Expenses Note, future borrowings plus such distribution. If Bally’s Chicago OpCo makes such distributions to us, the other holders of LLC Interests will be entitled to receive pro rata distributions.

In addition, Bally’s Chicago OpCo will report as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, any taxable income of Bally’s Chicago OpCo will be allocated to holders of LLC Interests, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of Bally’s Chicago OpCo. Under the terms of the Bally’s Chicago OpCo LLC Agreement, Bally’s Chicago OpCo will be obligated to make tax distributions to holders of LLC Interests, including us, to the extent it has distributable cash. In addition to tax expenses, we will also incur expenses related to our operations, which we expect could be significant. We intend, as its managing member, to cause Bally’s Chicago OpCo to make cash distributions to the owners of LLC Interests in an amount sufficient to (1) fund all or part of their tax obligations in respect of taxable income allocated to them and (2) cover our operating expenses. However, Bally’s Chicago OpCo’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Bally’s Chicago OpCo is then a party, including any debt or financing agreements, or any applicable law, or that would have the effect of rendering Bally’s Chicago OpCo insolvent. If we do not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have to borrow funds, including potentially from Bally’s and its affiliates if available, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. See “Risk Factors — Risks related to our organizational structure — Our principal asset after the completion of this offering and the concurrent private placements will be our interest in Bally’s Chicago OpCo, and, as a result, we will depend on distributions from Bally’s Chicago OpCo to pay our taxes and expenses. Bally’s Chicago OpCo’s ability to make such distributions may be subject to various limitations and restrictions.”

Furthermore, we intend, as its managing member, to cause Bally’s Chicago OpCo to make distributions of OpCo cash available for distribution on a quarterly basis. We define OpCo cash available for distribution as earnings or loss before interest, taxes, depreciation and amortization, non-cash stock-based compensation, gain or loss on asset disposals or impairment, and certain other unusual or non-cash income and expense items such as gains or losses on settlement of liabilities and exchanges, and changes in the fair value of derivatives, if applicable, less payments made on senior indebtedness, capital expenditures, cash taxes, rent without duplication and changes in working capital and cash used for acquisitions and dispositions. We do not expect any such distributions until after the permanent casino and resort is fully operational and generates cash flow.

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Given the capital intensity of developing, constructing, opening and operating a casino resort project of this scale, we currently expect that Bally’s Chicago OpCo will not have any OpCo cash available for distribution until approximately three to five years after our permanent casino and resort begins operations. However, this may fluctuate depending on Bally’s Chicago OpCo’s ability to generate cash from operations and its cash flow needs, which, among other things, may be impacted by debt service payments on its senior indebtedness, capital expenditures, potential expansion opportunities and the availability of financing alternatives, the need to service any future indebtedness or other liquidity needs and general industry and business conditions, including the pace of the construction and development of our permanent casino and resort in Chicago. Pursuant to the terms of our amended and restated certificate of incorporation to be in effect prior to the closing of this offering, so long as there are Subordinated Loans outstanding that are attributable to each of our various Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, any cash available for distribution that would otherwise be paid to holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, as applicable, will be required to be used for the repayment of principal and accrued interest on the corresponding Subordinated Loans owed by us. The Subordinated Loans will bear interest at a rate equal to 11.0% per annum, compounding quarterly, will be pre-payable at any time without a premium or penalty at a prepayment price equal to the principal amount thereof plus accrued interest, and will have no maturity date. See “Subordinated Loans” for more information on the Subordinated Loans.

If the principal and interest of any of the Subordinated Loans have been paid in full, by distributions from Bally’s Chicago OpCo or any other means, we intend to distribute to holders of the corresponding Class A Interests with respect to any such Subordinated Loan an amount equal to 100% of the applicable distribution specified above in the form of a direct cash dividend.

While we intend, as its managing member, to cause Bally’s Chicago OpCo to make distributions on a quarterly basis once it is able to generate OpCo cash available for distribution approximately three to five years after our permanent casino and resort begins operations, we and Bally’s Chicago OpCo have not adopted a formal written dividend or distribution policy to pay a fixed amount of cash regularly or to pay any particular amount based on the achievement of, or derivable from, any specific financial metrics, including OpCo cash available for distribution. Further, we and Bally’s Chicago OpCo are not contractually obligated to pay any dividends or make any distributions and do not have any required minimum quarterly dividend or distribution, except for tax-related distributions described above. Our and Bally’s Chicago OpCo’s distributions may vary from quarter to quarter, may be significantly reduced or may be eliminated entirely. While we and Bally’s Chicago OpCo intend to make distributions equal to 100% of the cash available for distribution and OpCo cash available for distribution, respectively, on a quarterly basis, the actual amount of any distributions may fluctuate depending on our and Bally’s Chicago OpCo’s ability to generate cash from operations and our and Bally’s Chicago OpCo’s cash flow needs, which, among other things, may be impacted by debt service payments on our or Bally’s Chicago OpCo’s senior indebtedness, capital expenditures, potential expansion opportunities and the availability of financing alternatives, the need to service any future indebtedness or other liquidity needs and general industry and business conditions, including the pace of the construction and development of our permanent casino and resort in Chicago. Our Board will have full discretion on how to deploy cash available for distribution, including the payment of dividends. Any debt we or Bally’s Chicago OpCo may incur in the future is likely to restrict our and Bally’s Chicago OpCo ability to pay dividends or distributions, and such restriction may prohibit us and Bally’s Chicago OpCo from making distributions, or reduce the amount of cash available for distribution and OpCo cash available for distribution. In addition, Delaware law imposes requirements that may restrict our ability to pay dividends to

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holders of our shares. See “Risk Factors — Risks Related to this Offering and Ownership of our Class A Interests — You may not receive dividends or other distributions on the Class A Interests” and “Dividend Policy.”

Illustrative Examples

For illustrative purposes, below are examples of the following:

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how we intend to initially make quarterly distributions of cash available for distributions;

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how the compounding interest will affect the attributable value of the Subordinated Loans depending on the amount of distributions made on a quarterly basis; and

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how, in the event of a sale of Bally’s Chicago OpCo, the amount paid in connection with such sale would be distributed per Class A Interest outstanding at the time of such sale.

These illustrative examples are only for purposes of illustrating how the effects of the Subordinated Loans would apply in such specific example. These illustrative examples are not projections, goals or targets. Nothing in these illustrative examples should be regarded as a representation by any person that these are projections, goals or targets. The cash available for distribution that is distributed to holders of our Class A Interests will be distributed pro rata according to the number of Class A-1 Interests, Class A-2 Interests, Class A-3 Interests and Class A-4 Interests outstanding at the time of such distribution. The examples below assume an equal number of Class A-1 Interests, Class A-2 Interests, Class A-3 Interests and Class A-4 Interests outstanding.

The following example illustrates how we intend to initially make quarterly distributions of cash available for distributions once Bally’s Chicago OpCo is able to generate OpCo cash available for distribution:

If Bally’s Chicago OpCo has $100,000,000 of OpCo cash available for distribution in a year, or $25,000,000 of OpCo cash available for distribution in a quarter, and in turn we have $25,000,000 of cash available for distribution in a year, or $6,250,000 of cash available for distribution in a quarter, we would intend to distribute such cash available for distribution as follows:

Initially, assuming an aggregate number of 10,000 Class A Interests outstanding, distributed as 500 Class A-1 Interests, 1,000 Class A-2 Interests, 1,000 Class A-3 Interests and 7,500 Class A-4 Interests outstanding, when none of the Subordinated Loans have been fully repaid:

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$1,250,000 per year, or $312,500 per quarter, towards the servicing of accrued interest and principal on the Class A-1 Subordinated Loans;

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$2,500,000 per year, or $625,000 per quarter, towards the servicing of accrued interest and principal on the Class A-2 Subordinated Loans;

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$2,500,000 per year, or $625,000 per quarter, towards the servicing of accrued interest and principal on the Class A-3 Subordinated Loans; and

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$18,750,000 per year, or $4,687,500 per quarter, dividend to the holders of our Class A-4 Interests.

Once the Subordinated Loans for a particular class have been fully repaid, such class would receive the same amount as a dividend. Once all Subordinated Loans have been fully repaid, we would distribute the

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$25,000,000 of cash available for distribution per year, or the $6,250,000 of cash available for distribution per quarter, to all Class A Interests on a pro rata basis as a dividend, which would amount to $2,500 per year per Class A Interest or $625 per quarter per Class A Interest.

The illustrative example above assumes an aggregate number of 10,000 Class A Interests outstanding, distributed as 500 Class A-1 Interests, 1,000 Class A-2 Interests, 1,000 Class A-3 Interests and 7,500 Class A-4 Interests outstanding. However, we cannot guarantee that we will be able to sell such quantities of Class A Interests, whether in the aggregate or for each individual class. Consequently, the outstanding amount of Class A Interests upon completion of this offering may vary significantly from those presented in the example above. In the event that less than $250 million in aggregate amount of gross proceeds from Class A Interests and corresponding Subordinated Loans are received in this offering and the concurrent private placement transactions, Bally’s Corporation intends to cause Bally’s Chicago HoldCo to provide additional funding to us in an amount equal to such shortfall. The funding may be provided through the purchase by Bally’s Chicago HoldCo of Class A Interests in this offering or the concurrent private placements or through the issuance by us of additional debt, equity, equity-linked securities or intercompany notes to Bally’s Corporation, Bally’s Chicago HoldCo or their affiliates, or other methods. See “— Support Letter.”

In the event that there are different amounts of Class A-1 Interests, Class A-2 Interests, Class A-3 Interests or Class A-4 Interests outstanding, the cash available for distribution that is distributed to holders of our Class A Interests will be distributed pro rata according to the number of Class A-1 Interests, Class A-2 Interests, Class A-3 Interests and Class A-4 Interests outstanding at the time of such distribution. Under this illustrative example, each 1% increase (decrease) in the number of Class A-1, A-2, A-3 or A-4 Interests outstanding as a percentage of our total outstanding shares, would increase (decrease) the cash available for distribution to such class of Class A Interests by approximately $25,000 on annual basis or $6,250 on a quarterly basis. The following illustrative examples further illustrative how the amounts outstanding per classes would affect distributions:

Assuming an aggregate number of 10,000 Class A Interests outstanding, distributed as 5,000 Class A-1 Interests, 0 Class A-2 Interests, 0 Class A-3 Interests and 5,000 Class A-4 Interests outstanding, when none of the Subordinated Loans have been fully repaid:

•

$12,500,000 per year, or $3,125,000 per quarter, towards the servicing of accrued interest and principal on the Class A-1 Subordinated Loans;

•

$0 per year, or $0 per quarter, towards the servicing of accrued interest and principal on the Class A-2 Subordinated Loans;

•

$0 per year, or $0 per quarter, towards the servicing of accrued interest and principal on the Class A-3 Subordinated Loans; and

•

$12,500,000 per year, or $3,125,000 per quarter, dividend to the holders of our Class A-4 Interests.

Assuming an aggregate number of 10,000 Class A Interests outstanding, distributed as 10,000 Class A-1 Interests, 0 Class A-2 Interests, 0 Class A-3 Interests and 0 Class A-4 Interests outstanding, when none of the Subordinated Loans have been fully repaid:

•

$25,000,000 per year, or $6,250,000 per quarter, towards the servicing of accrued interest and principal on the Class A-1 Subordinated Loans;

•

$0 per year, or $0 per quarter, towards the servicing of accrued interest and principal on the Class A-2 Subordinated Loans;

•

$0 per year, or $0 per quarter, towards the servicing of accrued interest and principal on the Class A-3 Subordinated Loans; and

•

$0 per year, or $0 per quarter, dividend to the holders of our Class A-4 Interests.

Under both of the scenarios above, once the Subordinated Loans for a particular class have been fully repaid, such class would receive the same amount as a dividend. Once all Subordinated Loans have been fully repaid, we would distribute the $25,000,000 of cash available for distribution per year, or the $6,250,000 of cash available for distribution per quarter, to all Class A Interests on a pro rata basis as a dividend, which would amount to $2,500 per year per Class A Interest or $625 per quarter per Class A Interest.

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The following tables include illustrative mathematical examples that illustrate how the compounding interest will affect the attributable value of the Subordinated Loans depending on the amount of distributions made on a quarterly basis. The tables assume an aggregate number of 10,000 Class A Interests outstanding, distributed as 500 Class A-1 Interests, 1,000 Class A-2 Interests, 1,000 Class A-3 Interests and 7,500 Class A-4 Interests outstanding. However, we cannot guarantee that we will be able to sell such quantities of Class A Interests, whether in the aggregate or for each class. Consequently, the outstanding amount of Class A Interests upon completion of this offering may vary.

Class of Interests	Assumed Aggregate Class A Distributions per Year, beginning in Year 3(1)			Balance of corresponding Subordinated Loans Interest as of the Closing of this Offering	Illustrative Mathematical Examples, taking into account compounding interest and assumed distribution amounts: Resulting Balance of Subordinated Loans per corresponding share at the End of Fiscal Year(1)(2)																	Assumed Payoff date taking into account compounding interest and assumed distribution amounts:
Class of Interests					Year 1(1)	Year 2(1)	Year 3			Year 4			Year 5			Year 6			Year 7
A-1		$	0	$24,750	$27,587	$30,749		$	34,273		$	38,202		$	42,581		$	47,461		$	52,901	N/A
		$	25,000,000(3)	Same as above	Same as above	Same as above		$	31,668		$	32,693		$	33,836		$	35,109		$	36,528	N/A
		$	40,000,000(4)	Same as above	Same as above	Same as above		$	30,105		$	29,388		$	28,588		$	27,697		$	26,704	Year 19
A-2		$	0	$22,500	$25,079	$27,954		$	31,158		$	34,729		$	38,710		$	43,147		$	48,092	N/A
		$	25,000,000(3)	Same as above	Same as above	Same as above		$	28,553		$	29,220		$	29,965		$	30,794		$	31,719	N/A
		$	40,000,000(4)	Same as above	Same as above	Same as above		$	26,990		$	25,915		$	24,718		$	23,383		$	21,895	Year 16
A-3		$	0	$20,000	$22,292	$24,848		$	27,696		$	30,870		$	34,409		$	38,353		$	42,749	N/A
		$	25,000,000(3)	Same as above	Same as above	Same as above		$	25,091		$	25,362		$	25,663		$	26,000		$	26,375	N/A
		$	40,000,000(4)	Same as above	Same as above	Same as above		$	23,528		$	22,056		$	20,416		$	18,589		$	16,551	Year 12

(1)

All assumptions assume no cash distributions until end of the first quarter of Year 3 after our permanent casino and resort begins operations.

(2)

The Subordinated Loans will bear interest at a rate equal to 11.0% per annum, compounding quarterly.

(3)

This assumed aggregate amount of distributions would result in payments on Subordinated Loans, or distributions, of approximately $2,500 per Class A Interest per year or $625 per Class A Interest per quarter.

(4)

This assumed aggregate amount of distributions would result in payments on Subordinated Loans, or distributions, of approximately $4,000 per Class A Interest per year or $1,000 per Class A Interest per quarter.

Class of Interests	Assumed Aggregate Class A Distributions per Year, beginning in Year 4(1)			Balance of corresponding Subordinated Loans Interest as of the Closing of this Offering	Illustrative Mathematical Examples, taking into account compounding interest and assumed distribution amounts: Resulting Balance of Subordinated Loans per corresponding share at the End of Fiscal Year(1)(2)															Assumed Payoff date taking into account compounding interest and assumed distribution amounts:
Class of Interests					Year 1(1)	Year 2(1)	Year 3	Year 4			Year 5			Year 6			Year 7
A-1		$	0	$24,750	$27,587	$30,749	$34,273		$	38,202		$	42,581		$	47,461		$	52,901	N/A
		$	25,000,000(3)	Same as above	Same as above	Same as above	Same as above		$	35,597		$	37,072		$	38,716		$	40,549	N/A
		$	40,000,000(4)	Same as above	Same as above	Same as above	Same as above		$	34,034		$	33,767		$	33,469		$	33,137	Year 32
A-2		$	0	$22,500	$25,079	$27,954	$31,158		$	34,729		$	38,710		$	43,147		$	48,092	N/A
		$	25,000,000(3)	Same as above	Same as above	Same as above	Same as above		$	32,124		$	33,201		$	34,402		$	35,740	N/A
		$	40,000,000(4)	Same as above	Same as above	Same as above	Same as above		$	30,561		$	29,896		$	29,154		$	28,328	Year 20
A-3		$	0	$20,000	$22,292	$24,848	$27,696		$	30,870		$	34,409		$	38,353		$	42,749	N/A
		$	25,000,000(3)	Same as above	Same as above	Same as above	Same as above		$	28,265		$	28,900		$	29,607		$	30,396	N/A
		$	40,000,000(4)	Same as above	Same as above	Same as above	Same as above		$	26,702		$	25,595		$	24,360		$	22,985	Year 16

(1)

All assumptions assume no cash distributions until end of the first quarter of Year 4 after our permanent casino and resort begins operations.

(2)

The Subordinated Loans will bear interest at a rate equal to 11.0% per annum, compounding quarterly.

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(3)

(4)

Class of Interests	Assumed Aggregate Class A Distributions per Year, beginning in Year 5(1)			Balance of corresponding Subordinated Loans Interest as of the Closing of this Offering	Illustrative Mathematical Examples, taking into account compounding interest and assumed distribution amounts: Resulting Balance of Subordinated Loans per corresponding share at the End of Fiscal Year(1)(2)													Assumed Payoff date taking into account compounding interest and assumed distribution amounts:
Class of Interests					Year 1(1)	Year 2(1)	Year 3	Year 4	Year 5			Year 6			Year 7
A-1		$	0	$24,750	$27,587	$30,749	$34,273	$38,202		$	42,581		$	47,461		$	52,901	N/A
		$	25,000,000(3)	Same as above	Same as above	Same as above	Same as above	Same as above		$	39,976		$	41,953		$	44,156	N/A
		$	40,000,000(4)	Same as above	Same as above	Same as above	Same as above	Same as above		$	38,413		$	38,647		$	38,909	N/A
A-2		$	0	$22,500	$25,079	$27,954	$31,158	$34,729		$	38,710		$	43,147		$	48,092	N/A
		$	25,000,000(3)	Same as above	Same as above	Same as above	Same as above	Same as above		$	36,105		$	37,638		$	39,347	N/A
		$	40,000,000(4)	Same as above	Same as above	Same as above	Same as above	Same as above		$	34,542		$	34,333		$	34,100	Year 31
A-3		$	0	$20,000	$22,292	$24,848	$27,696	$30,870		$	34,409		$	38,353		$	42,749	N/A
		$	25,000,000(3)	Same as above	Same as above	Same as above	Same as above	Same as above		$	31,804		$	32,844		$	34,003	N/A
		$	40,000,000(4)	Same as above	Same as above	Same as above	Same as above	Same as above		$	30,241		$	29,539		$	28,756	Year 21

(1)

All assumptions assume no cash distributions until end of the first quarter of Year 5 after our permanent casino and resort begins operations.

(2)

The Subordinated Loans will bear interest at a rate equal to 11.0% per annum, compounding quarterly.

(3)

(4)

The following tables include illustrative mathematical examples that illustrate how, in the event of a sale of Bally’s Chicago OpCo at the end of Year 7 after our permanent casino and resort begins operations, the amount paid in connection with such sale would be distributed per share outstanding at the time of such sale, taking into account the illustrative mathematical examples in each of the tables above and assuming an aggregate number of 10,000 Class A Interests outstanding, distributed as 500 Class A-1 Interests, 1,000 Class A-2 Interests, 1,000 Class A-3 Interests and 7,500 Class A-4 Interests outstanding:

Illustrative Mathematical Examples, taking into account assumed total senior indebtedness, compounding interest and assumed distribution amounts beginning Year 3 after our permanent casino and resort begins operations:
Assumed Aggregate Class A Distributions per Year, beginning in Year 3	Assumed Price Paid in Connection with the Sale of the Company(1)			Assumed Total Senior Indebtedness Outstanding of Bally’s Chicago OpCo at the Time of the Sale of the Company			Amount Remaining After Payment of Senior Indebtedness Outstanding of Bally’s Chicago OpCo			Amount Distributed to Bally’s Chicago, Inc.(1)			Average Amount Distributed per Class A-1 Interest(1)			Average Amount Distributed per Class A-2 Interest(1)			Average Amount Distributed per Class A-3 Interest(1)			Average Amount Distributed per Class A-4 Interest(1)
$ 0		$	1,200,000,000		$	0		$	1,200,000,000		$	300,000,000		$	0(2)		$	0(2)		$	0(2)		$	30,000(2)
$25,000,000		$	1,200,000,000		$	0		$	1,200,000,000		$	300,000,000		$	0(3)		$	0(3)		$	3,625(3)		$	30,000(3)
$40,000,000		$	1,200,000,000		$	0		$	1,200,000,000		$	300,000,000		$	3,296(4)		$	8,105(4)		$	13,449(4)		$	30,000(4)

(1)

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Chicago OpCo. In turn, the interests in the net assets of Bally’s Chicago OpCo received by Bally’s Chicago, Inc. will be used to pay Bally’s Chicago, Inc.’s debts and liabilities (to the extent required by the terms of the agreements governing such debt and liabilities), including any amounts under any senior indebtedness. Each Class A Interest will be entitled to receive a proportionate interest in the net assets remaining for distribution to holders of Class A Interests as adjusted for any amount of Subordinated Loans attributable to such class that remained outstanding at the time of the sale of Bally’s Chicago OpCo.

(2)

The assumed total Class A-1 Subordinated Loans, Class A-2 Subordinated Loans and Class A-3 Subordinated Loans outstanding at the time of the sale of the Company under this illustrative example are $26,450,657, $48,092,104 and $42,748,536, respectively.

(3)

The assumed total Class A-1 Subordinated Loans, Class A-2 Subordinated Loans and Class A-3 Subordinated Loans outstanding at the time of the sale of the Company under this illustrative example are $18,263,970, $31,718,730 and $26,375,163, respectively.

(4)

The assumed total Class A-1 Subordinated Loans, Class A-2 Subordinated Loans and Class A-3 Subordinated Loans outstanding at the time of the sale of the Company under this illustrative example are $13,351,958, $21,894,706 and $16,551,139, respectively.

Illustrative Mathematical Examples, taking into account assumed total senior indebtedness, compounding interest and assumed distribution amounts beginning Year 4 after our permanent casino and resort begins operations:
Assumed Aggregate Class A Distributions per Year, beginning in Year 4	Assumed Price Paid in Connection with the Sale of the Company(1)			Assumed Total Senior Indebtedness Outstanding of Bally’s Chicago OpCo at the Time of the Sale of the Company			Amount Remaining After Payment of Senior Indebtedness Outstanding of Bally’s Chicago OpCo			Amount Distributed to Bally’s Chicago, Inc.(1)			Average Amount Distributed per Class A-1 Interest(1)			Average Amount Distributed per Class A-2 Interest(1)			Average Amount Distributed per Class A-3 Interest(1)			Average Amount Distributed per Class A-4 Interest(1)
$ 0		$	1,200,000,000		$	0		$	1,200,000,000		$	300,000,000		$	0(2)		$	0(2)		$	0(2)		$	30,000(2)
$25,000,000		$	1,200,000,000		$	0		$	1,200,000,000		$	300,000,000		$	0(3)		$	1,672(3)		$	7,015(3)		$	30,000(3)
$40,000,000		$	1,200,000,000		$	0		$	1,200,000,000		$	300,000,000		$	0(4)		$	1,672(4)		$	7,015(4)		$	30,000(4)

(1)

In the event of a sale of Bally’s Chicago OpCo, after payment or provision for payment of Bally’s Chicago OpCo’s debt and liabilities (to the extent required by the terms of the agreements governing such debt and liabilities), including any amounts due under Bally’s Chicago OpCo’s senior indebtedness, each LLC Interest will be entitled to receive a proportionate interest in the net assets of Bally’s Chicago OpCo. In turn, the interests in the net assets of Bally’s Chicago OpCo received by Bally’s Chicago, Inc. will be used to pay Bally’s Chicago, Inc.’s debts and liabilities (to the extent required by the terms of the agreements governing such debt and liabilities), including any amounts under any senior indebtedness. Each Class A Interest will be entitled to receive a proportionate interest in the net assets remaining for distribution to holders of Class A Interests as adjusted for any amount of Subordinated Loans attributable to such class that remained outstanding at the time of the sale of Bally’s Chicago OpCo.

(2)

(3)

The assumed total Class A-1 Subordinated Loans, Class A-2 Subordinated Loans and Class A-3 Subordinated Loans outstanding at the time of the sale of the Company under this illustrative example are $20,274,413, $35,739,616 and $30,396,049, respectively.

(4)

The assumed total Class A-1 Subordinated Loans, Class A-2 Subordinated Loans and Class A-3 Subordinated Loans outstanding at the time of the sale of the Company under this illustrative example are $16,568,667, $28,328,124 and $22,984,557, respectively.

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Illustrative Mathematical Examples, taking into account assumed total senior indebtedness, compounding interest and assumed distribution amounts beginning Year 5 after our permanent casino and resort begins operations::
Assumed Aggregate Class A Distributions per Year, beginning in Year 5	Assumed Price Paid in Connection with the Sale of the Company(1)			Assumed Total Senior Indebtedness Outstanding of Bally’s Chicago OpCo at the Time of the Sale of the Company			Amount Remaining After Payment of Senior Indebtedness Outstanding of Bally’s Chicago OpCo			Amount Distributed to Bally’s Chicago, Inc.(1)			Average Amount Distributed per Class A-1 Interest(1)			Average Amount Distributed per Class A-2 Interest(1)			Average Amount Distributed per Class A-3 Interest(1)			Average Amount Distributed per Class A-4 Interest(1)
$ 0		$	1,200,000,000		$	0		$	1,200,000,000		$	300,000,000		$	0(2)		$	0(2)		$	0(2)		$	30,000(2)
$25,000,000		$	1,200,000,000		$	0		$	1,200,000,000		$	300,000,000		$	0(3)		$	0(3)		$	1,244(3)		$	30,000(3)
$40,000,000		$	1,200,000,000		$	0		$	1,200,000,000		$	300,000,000		$	0(4)		$	0(4)		$	1,244(4)		$	30,000(4)

(1)

(2)

(3)

The assumed total Class A-1 Subordinated Loans, Class A-2 Subordinated Loans and Class A-3 Subordinated Loans outstanding at the time of the sale of the Company under this illustrative example are $22,078,114, $39,347,018 and $34,003,451, respectively.

(4)

The assumed total Class A-1 Subordinated Loans, Class A-2 Subordinated Loans and Class A-3 Subordinated Loans outstanding at the time of the sale of the Company under this illustrative example are $19,454,588, $34,099,966 and $28,756,399, respectively.

Summary of Risk Factors

Our ability to implement our business strategy is subject to numerous risks and uncertainties. We face many risks inherent in our business generally. You should carefully consider all of the information set forth in this prospectus and, in particular, the information under the heading “Risk Factors,” prior to making an investment in our Class A Interests. These risks include, among others, the following:

•

We are subject to various construction and development risks in connection with our permanent casino and resort in Chicago;

•

Any delay between the closing of our temporary casino and the opening of our permanent casino and resort could have a material adverse effect on our financial condition and results of operations;

•

The casino, hotel and hospitality industry is capital intensive and we may not be able to finance development, expansion and renovation projects, which could put us at a competitive disadvantage;

•

Both our temporary casino site and permanent casino and resort site are leased and could experience risks associated with leased properties, including risks relating to lease termination, inability to obtain satisfactory lease extensions, consents and approvals, charges and our relationship with landlords, which could have a material adverse effect on our business, financial position or results of operations;

•

Our proposed lines of business are highly sensitive to reductions in discretionary consumer spending;

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•

The gaming industry, including retail casinos, iGaming and sports wagering, is highly competitive and increased competition, including through legislative legalization or expansion of gaming by states in or near Illinois or through Native American gaming facilities, could adversely affect our financial results;

•

We will be subject to extensive state and local regulation and licensing, and gaming authorities have significant control over our operations, which could have an adverse effect on our business;

•

Our business will be subject to a variety of laws in the United States and in Illinois, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business. Any change in existing regulations or their interpretation, or the regulatory or prosecutorial climate applicable to the products and services we offer in our temporary casino and intend to offer in our permanent casino and resort, or changes in gaming tax rates, tax rules and regulations or interpretation thereof related to such products and services, could adversely impact our ability to operate our business as currently conducted or as we seek to operate in the future, which could have a material adverse effect on our financial condition and results of operations;

•

We will be reliant on effective payment processing services from a limited number of providers;

•

Our profitability will be dependent, in part, on return to players;

•

We will extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers;

•

Declining popularity of games and changes in device preferences of players could have a negative effect on our business;

•

We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into the Company or otherwise manage the growth associated with multiple acquisitions;

•

Our results of operations and financial condition could be adversely affected by the occurrence of natural disasters, such as blizzards, floods, tornadoes, fires, or other catastrophic events, including war, terrorism and public health crises such as the COVID-19 pandemic;

•

Failure to comply with the community investment program obligations specified in the Host Community Agreement could have a material adverse effect on our financial condition and results of operations;

•

Bally’s interests may conflict with our interests and the interests of the other holders of our stock. Conflicts of interest between Bally’s and us could be resolved in a manner unfavorable to us and the other holders of our stock;

•

We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects;

•

Our business may be harmed from cybersecurity incidents and we may be subject to legal claims if there is loss, disclosure or misappropriation of or access to our customers’, business partners’ or our own information or other breaches of information security;

•

Servicing our indebtedness and funding our other obligations requires a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which will be beyond our control;

•

Our Class A Interests will not have an active trading market, and you may find it difficult to sell your Class A Interests;

•

You may not receive dividends or other distributions on the Class A Interests; and

•

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available for distribution that would otherwise be paid to holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, as applicable, will be required to be used for the repayment of principal and accrued interest on the corresponding Subordinated Loans owed by us until such time as such Subordinated Loans are fully paid and discharged, which means you may never directly receive a cash dividend on your Class A-1 Interests, Class A-2 Interests and Class A-3 Interests.

Corporate Information

Our principal executive offices are located at 640 N LaSalle, Suite 460, Chicago, IL 60654, and our telephone number is (401) 475-8474. Our website address is https://casinos.ballys.com/chicago/. The information contained on our website is not being incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus.

Our logo and the other “Bally’s” trademarks and service marks of Bally’s Corporation appearing in this prospectus are the property of BMG, a subsidiary of Bally’s Corporation. This prospectus contains additional trade names, trademarks and service marks of other companies. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply relationships with, or endorsement or sponsorship of us by, these other companies. Subsequent use of such trademarks and service marks in this prospectus and prospectus supplements may occur without their respective superscript symbols (TM or SM) in order to facilitate readability and does not constitute a waiver of any rights that might be associated with the respective trademarks or service marks.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of certain reduced disclosure and other requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

•

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

•

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

•

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, unless the SEC determines the new rules are necessary for protecting the public;

•

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

•

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the first fiscal year in which our annual gross revenue exceeds $1.235 billion; (ii) the date that we become a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the first fiscal year ending after the fifth anniversary of the closing of this offering. Given that there will not be an active trading market for our equity securities, we expect to value the equity securities held by non-affiliates for purposes of determining our qualification as an “emerging growth company” by relying on a stated value of $25,000 per Class A Interest, which is equal to the amount paid by investors in this offering plus the corresponding amount of Subordinated Loans attributable to each Class A Interest. As of the closing of this offering and the concurrent private placements, we expect approximately $250.0 million of equity securities to be held by non-affiliates based on the valuation criteria described above.

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We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide may be different than the information you receive from other public companies in which you hold stock.

Emerging growth companies can also take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to use this extended transition period. As a result, our consolidated financial statements are comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting shares of stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting shares of stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

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THE OFFERING

Aggregate number of securities offered

10,000 Class A Interests (divided into Class A-1 Interests, Class A-2 Interests, Class A-3 Interests and Class A-4 Interests).

Securities offered

500 Class A-1 Interests, par value $0.001 per share;

1,000 Class A-2 Interests, par value $0.001 per share;

1,000 Class A-3 Interests, par value $0.001 per share; and

7,500 Class A-4 Interests, par value $0.001 per share.

Class A Interests to be sold in the concurrent private
placements

Immediately subsequent to the closing of this offering, and subject to certain conditions of closing as described in “Concurrent Private Placements,” the private placement investors will purchase Class A-1 Interests, Class A-2 Interests, Class A-3 Interests, and Class A-4 Interests, respectively, in the concurrent private placements at a price per share equal to the initial public offering. The sale of the Class A Interests in the private placements is contingent upon the completion of this offering. We refer to these private placements as the concurrent private placements.

Class A Interests to be outstanding after this offering and the concurrent private
placements

10,000 Class A Interests (divided into Class A-1 Interests, Class A-2 Interests, Class A-3 Interests and Class A-4 Interests) representing 25% of the voting power and 100% of the economic interest in Bally’s Chicago, Inc.

Class B Interests to be outstanding after this offering and the concurrent private
placements

30,000 Class B Interests representing 75% of the voting power and no economic interest in Bally’s Chicago, Inc.

Offering type

This offering is being conducted on a best efforts basis. There is no minimum number of Class A Interests to be sold (or minimum number of Class A Interests to be sold of each class) or minimum aggregate offering proceeds for this offering to close.

Use of proceeds

We estimate that the net proceeds we will receive from the sale of Class A Interests in this offering will be approximately $195.1 million and, together with the net proceeds from the concurrent private placements, the Subordinated Loans and the IPO Expenses Note, will total approximately $250.0 million, in each case assuming the sale of Class A Interests at the public offering prices set forth on the cover of this prospectus, after deducting the placement agent fees and offering and private placement expenses payable by us.

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Investor qualification

Prospective investors cannot be employee benefit plans (e.g., 401(k) plans), IRAs, or other Plans (as defined herein). In accordance with the Host Community Agreement, we are also focused on cultivating an investor community that reflects diversity in social identity, including in race, ethnicity, class, gender, ability and national origin, among others. As such, in accordance with the Host Community Agreement, when allocating shares to potential investors in connection with this offering, we intend to only sell to investors that meet the Class A Qualification Criteria. See “Plan of Distribution — Offering Process.”

Voting rights

Each Class A Interest and each Class B Interest is entitled to one vote per share on all matters submitted to a vote of stockholders.

Following the closing of this offering and the concurrent private placements and the consummation of the Transactions, Bally’s Chicago HoldCo will be the sole holder of our Class B Interests, and thus will hold 75% of the voting power of our stock. See “Description of Capital Stock.”

Dividends

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operations, we may have to borrow funds, including potentially from Bally’s and its affiliates if available, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. See “Risk Factors — Risks related to our organizational structure — Our principal asset after the completion of this offering and the concurrent private placements will be our interest in Bally’s Chicago OpCo, and, as a result, we will depend on distributions from Bally’s Chicago OpCo to pay our taxes and expenses. Bally’s Chicago OpCo’s ability to make such distributions may be subject to various limitations and restrictions.”

In turn, we intend to distribute cash available for distribution to the holders of our Class A Interests (subject to certain requirements discussed below). Holders of our Class B Interests will not be entitled to participate in distributions declared by our Board. We define cash available for distribution as earnings or loss before interest, taxes, depreciation and amortization, non-cash stock-based compensation, gain or loss on asset disposals or impairment, and certain other unusual or non-cash income and expense items such as gains or losses on settlement of liabilities and exchanges, and changes in the fair value of derivatives, if applicable, less payments made on senior indebtedness, capital expenditures, cash taxes, rent without duplication and changes in working capital and cash used for acquisitions and dispositions. Cash that is distributed to holders of our Class A Interests will be distributed pro rata according to the number of Class A-1 Interests, Class A-2 Interests, Class A-3 Interests and Class A-4 Interests outstanding at the time of such distribution. Given the capital intensity of developing, constructing, opening and operating a casino resort project of this scale, we currently expect that Bally’s Chicago OpCo will not have any OpCo cash available for distribution until approximately three to five years after our permanent casino and resort begins operations. However, this may fluctuate depending on Bally’s Chicago OpCo’s ability to generate cash from operations and its cash flow needs, which, among other things, may be impacted by debt service payments on its senior indebtedness, capital expenditures, potential expansion opportunities and the availability of financing alternatives, the need to service any future indebtedness or other liquidity needs and general industry and business conditions, including the pace of the construction and development of our permanent casino and resort in Chicago. Pursuant to the terms of our amended and restated

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certificate of incorporation to be in effect prior to the closing of this offering, so long as there are Subordinated Loans outstanding that are attributable to each of our various Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, any cash available for distribution that would otherwise be paid to holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, as applicable, will be required to be used for the repayment of principal and accrued interest on the corresponding Subordinated Loans owed by us. The Subordinated Loans will bear interest at a rate equal to 11.0% per annum, compounding quarterly, will be pre-payable at any time without a premium or penalty at a prepayment price equal to the principal amount thereof plus accrued interest, and will have no maturity date. See “Subordinated Loans” for more information on the Subordinated Loans.

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may restrict our ability to pay dividends to holders of our shares. See “Risk Factors — Risks Related to this Offering and Ownership of our Class A Interests — You may not receive dividends or other distributions on the Class A Interests” and “Dividend Policy.”

Electronic form and trading market

The Class A Interests will be issued in electronic form only, and will not be available in physical form. Our Class A Interests are new securities; there are currently none issued and there is currently no established market for such shares.

Our Class A Interests will not be listed on any national securities exchange or on any other stock exchange, regulated trading facility or automated dealer quotation system in the United States or internationally. Additionally, there is no trading market for our Class A Interests and, due to transferability restrictions, an active market for our Class A Interests will not likely develop in the future. As such, our Class A Interests will have limited liquidity and holders of our Class A Interests may not be able to monetize their full investment in our Class A Interests, if at all. Furthermore, Class A-1 Interests, Class A-2 Interests and Class A-3 Interests can be transferred only after the Subordinated Loan attributable to such Interest has been paid in full and such interest has been converted to an A-4 Interest.

Transfer Restrictions

Our Class A Interests are subject to restrictions on transferability and redemption provisions, which will materially impact the ability of holders of our Class A Interests to transfer their shares.

These restrictions include, among others:

•

Our Class A Interests cannot be sold in open market transactions;

•

Our Class A Interests cannot be marketed or listed on any secondary market for purchase;

•

Our Class A Interests can only be transferred without our consent to Permitted Transferees;

•

Our Class A Interests can only be transferred with our consent to individuals or entities that attest to satisfying the Class A Qualification Criteria, and, in the case of Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, only after the Subordinated Loan attributable to such class of Interests has been paid in full and such Interests are converted to Class A-4 Interests; all Class A-1 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-1 Subordinated Loans, all Class A-2 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-2 Subordinated Loans and all Class A-3 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-3 Subordinated Loans (if a holder of Class A-1 Interests, Class A-2 Interests and/or Class A-3 Interests would like to transfer their Interests before the Subordinated Loans attributable to such class of Interests are paid off, such holder or the transferee may repay in full the pro rata amount of the remaining balance of the Subordinated Loans then outstanding attributable to such Interests before or substantially concurrently with such transfer and conversion); and

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•

Our Class A Interests cannot be transferred to employee benefit plans, IRAs or Plans (as defined herein).

See “Shares Eligible for Future Sale” beginning on page 188 for additional information related to the transfer restrictions imposed on our Class A Interests.

U.S. federal income tax
consequences to
U.S. Holders

For a description of the material U.S. federal income tax consequences of the acquisition, ownership and disposition of the Class A Interests to U.S. Holders, please see “Material U.S. Federal Income Tax Consequences to U.S. Holders” herein.

Certain ERISA Considerations

See “Certain ERISA Considerations” for information relating to the purchase and transfer restrictions on employee benefit plans, IRAs and other Plans (as defined therein).

Directed Share Program

Risk factors

You should read “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our Class A Interests.

Order/Investment Commitment submission deadline

Prospective investors must have submitted their qualification application to us by the submission deadline, which is currently January 31, 2025, but may be sooner at our sole discretion depending upon market conditions.

Liquidation

In the event of a sale, liquidation, dissolution or winding up of Bally’s Chicago OpCo, including a change of control, after payment or provision for payment of Bally’s Chicago OpCo’s debt and liabilities, including any amounts due under Bally’s Chicago OpCo’s senior indebtedness, each LLC Interest will be entitled to receive a proportionate interest in the net assets of Bally’s Chicago OpCo. In turn, the interests in the net assets of Bally’s Chicago OpCo received by Bally’s Chicago, Inc. will be used to pay Bally’s Chicago, Inc.’s debts and liabilities, including any amounts under any senior indebtedness and the Subordinated Loans owed by us at the time of such liquidation. Each Class A Interest will be entitled to receive a proportionate interest in the net assets remaining for distribution to holders of Class A Interests. Class B Interests hold no economic interest in Bally’s Chicago, Inc. See “Description of Capital Stock.”

The number of our shares of stock to be outstanding after this offering and the concurrent private placements is based on 100 common stock outstanding as of December 31, 2024. Upon the closing of this offering and the concurrent private placements and the consummation of the Transactions, all of our outstanding common stock will be reclassified into Class B Interests (the “Common Stock Reclassification”). See “Our Organizational Structure.”

Except as otherwise indicated, all information in this prospectus assumes or gives effect to:

•

no purchases of Class A Interests by Bally’s Corporation in this offering;

•

the Intercompany Notes Cancellation;

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•

the Post-IPO Capital Commitment;

•

the issuance of 29,900 Class B Interests to Bally’s Chicago HoldCo at $0.001 per Class B Interest;

•

the issuance of Class A-1 Interests, Class A-2 Interests, Class A-3 Interests, and Class A-4 Interests to the private placement investors upon the closing of the concurrent private placements;

•

the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws prior to the closing of this offering; and

•

the Common Stock Reclassification.

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QUESTIONS AND ANSWERS

What is our business?

What are the securities that we are offering?

We are offering our Class A Interests. Upon the closing of this offering and the concurrent private placements and the consummation of the Transactions, we will have five classes of stock: Class A-1 Interests, Class A-2 Interests, Class A-3 Interests, Class A-4 Interests and Class B Interests. Class B Interests are not being offered hereby, and will be held exclusively by Bally’s Chicago HoldCo. The rights of the holders of Class A Interests and Class B Interests will be identical, except with respect to the impact of the Subordinated Loans attributable to Class A-1 Interests, Class A-2 Interests and Class A-3 Interests described below and Class B Interests have no economic interest in Bally’s Chicago, Inc. Each Class A Interest and each Class B Interest is entitled to one vote per share on all matters submitted to a vote of stockholders. Following the closing of this offering and the concurrent private placements and the consummation of the Transactions, as the sole holder of our Class B Interests, Bally’s Chicago HoldCo will hold 75% of the voting power in the Company. We will be permitted, but not required, to pay dividends on our Class A Interests. Holders of our Class B Interests will not be entitled to participate in distributions declared by our Board. See “Dividend Policy.”

Are there any risks associated with an investment in our Class A Interests?

Yes. Our Class A Interests are highly risky and speculative. Investing in our Class A Interests should be considered only by persons who can afford the loss of their entire investment. Additionally, our Class A Interests will not be listed on any national securities exchange or on any other stock exchange, regulated trading facility or automated dealer quotation system in the United States or internationally. There is no trading market for our Class A Interests and an active market for our Class A Interests will not likely develop in the future. As such, our Class A Interests will have limited liquidity and holders of our Class A Interests may not be able to monetize their full investment in our Class A Interests, if at all.

Our Class A Interests are also subject to restrictions on transferability and redemption provisions, each of which will individually and in the aggregate materially impact the ability of holders of our Class A Interests to transfer their Class A Interests following the closing of this offering. Our Class A Interests can only be transferred without our consent to Permitted Transferees. Additionally, our Class A Interests can only be transferred with our consent to individuals or entities that attest to satisfying the Class A Qualification Criteria, and, in the case of Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, only after the Subordinated Loan attributable to such class of Interests has been paid in full and such Interests are converted to Class A-4 Interests. All Class A-1 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-1 Subordinated Loans, all Class A-2 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-2 Subordinated Loans and all Class A-3 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-3 Subordinated Loans. If a holder of Class A-1 Interests, Class A-2 Interests and/or Class A-3 Interests would like to transfer their Interests before the Subordinated Loans attributable to such class of Interests are paid off, such holder or the transferee may repay in full the pro rata amount of the remaining balance of the Subordinated Loans then outstanding attributable to such Interests before or substantially concurrently with such transfer and conversion. See “Shares Eligible for Future Sale” beginning on page 188. Class A Interests also cannot be transferred to employee benefit plans, IRAs and other Plans (as defined herein). See “Certain ERISA Considerations.”

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Our Class A Interests are shares of stock in Bally’s Chicago, Inc. and do not constitute indebtedness. As such, our Class A Interests will rank junior to all indebtedness, including the Subordinated Loans, and other non-equity claims on our business with respect to assets available to satisfy claims, including in a liquidation of the Company.

In addition, pursuant to the terms of our amended and restated certificate of incorporation to be in effect prior to the closing of this offering, so long as there are Subordinated Loans outstanding that are attributable to each of our various Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, any cash available for distribution that would otherwise be paid to holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, as applicable, will be required to be used for the repayment of principal and accrued interest on the corresponding Subordinated Loans owed by us. Therefore, even if our Board (or a duly authorized committee of the Board) authorizes and declares a dividend on our shares of stock, holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests will not be entitled to receive any such dividend until such time as the corresponding Subordinated Loans associated with such Class A Interests are paid in full, which may take a prolonged period of time to occur, if at all.

In addition, given the Class A-3 Subordinated Loans attributable to each Class A-3 Interest will be lower than the Class A-1 Subordinated Loans and Class A-2 Subordinated Loans attributable to the Class A-1 Interests and Class A-2 Interests, respectively, the Class A-3 Subordinated Loans are expected to be fully repaid prior to the Class A-1 Subordinated Loans and the Class A-2 Subordinated Loans, to the extent they are fully repaid. Similarly, the Class A-2 Subordinated Loans are expected to be fully repaid prior to the Class A-1 Subordinated Loans, to the extent they are fully repaid. However, due to the significant amount of indebtedness (including both principal and interest) owed on the Subordinated Loans, we do not expect to fully repay the Subordinated Loans for an extended period of time following the closing of this offering, if at all. As such, holders of Class A-1 Interests, Class A-2 Interests and Class A-3 Interests may not directly receive the cash dividends or other distributions that otherwise would have been payable on such Class A-1 Interests, Class A-2 Interests and Class A-3 Interests for an equivalently long period of time, if at all, or realize any accretion in value above the initial amount invested. Moreover, the value of the principal and accrued interest on the Subordinated Loans could exceed the value of the Class A-1 Interests, Class A-2 Interests and Class A-3 Interests otherwise payable upon a sale of the business, resulting in holders of the Class A-1 Interests, Class A-2 Interests and Class A-3 Interests receiving nothing upon such a sale. See “Risk Factors.”

Will investors purchasing Class A Interests receive dividends?

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cash. In addition to tax expenses, we will also incur expenses related to our operations, which we expect could be significant. We intend, as its managing member, to cause Bally’s Chicago OpCo to make cash distributions to the owners of LLC Interests in an amount sufficient to (1) fund all or part of their tax obligations in respect of taxable income allocated to them and (2) cover our operating expenses. However, Bally’s Chicago OpCo’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Bally’s Chicago OpCo is then a party, including any debt or financing agreements, or any applicable law, or that would have the effect of rendering Bally’s Chicago OpCo insolvent. If we do not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have to borrow funds, including potentially from Bally’s and its affiliates if available, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. See “Risk Factors — Risks related to our organizational structure — Our principal asset after the completion of this offering and the concurrent private placements will be our interest in Bally’s Chicago OpCo, and, as a result, we will depend on distributions from Bally’s Chicago OpCo to pay our taxes and expenses. Bally’s Chicago OpCo’s ability to make such distributions may be subject to various limitations and restrictions.”

Furthermore, we intend to, as its managing member, cause Bally’s Chicago OpCo to make distributions of OpCo cash available for distribution on a quarterly basis. We define OpCo cash available for distribution as earnings or loss before interest, taxes, depreciation and amortization, non-cash stock-based compensation, gain or loss on asset disposals or impairment, and certain other unusual or non-cash income and expense items such as gains or losses on settlement of liabilities and exchanges, and changes in the fair value of derivatives, if applicable, less payments made on senior indebtedness, capital expenditures, cash taxes, rent without duplication and changes in working capital and cash used for acquisitions and dispositions. We do not expect any such distributions until after the permanent casino and resort is fully operational and generates cash flow.

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without a premium or penalty at a prepayment price equal to the principal amount thereof plus accrued interest, and will have no maturity date. See “Subordinated Loans” for more information on the Subordinated Loans.

Will investors purchasing Class A Interests be parties to the subordinated loan agreement?

No. Bally’s Chicago HoldCo, as lender, will make the Subordinated Loans to us, as borrower, in various tranches and in varying amounts based on the total number of Class A-1 Interests, Class A-2 Interests and Class A-3 Interests sold in this offering. None of the new investors purchasing Class A Interests in this offering will be a party to the subordinated loan agreement, or a borrower or lender under the Subordinated Loans. The Subordinated Loans will be non-recourse to the holders of our Class A Interests.

Will we offer additional equity securities in the future?

While we do not currently intend to issue any additional securities in the future, we may be required to do so from time to time in order to continue to fund our operations. To the extent we decide to issue additional Class A Interests or Class B Interests in the future, we may be required to offer you an opportunity to participate pro rata in the offering in order for such offering not to dilute the ownership of individuals or entities meeting the Class A Qualification Criteria below the minimum 25% requirement under the Host Community Agreement. However, to the extent that you determine that you either do not want to participate or cannot participate in any such offering, you will suffer immediate dilution to the extent such offering is completed without your participation. Additionally, we cannot

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guarantee that we will offer financing options similar to the Subordinated Loans, which would significantly increase the costs of any future investment.

Will you file separate periodic reports with the SEC?

Yes. Bally’s Chicago, Inc. will be a registered SEC filer and thus is subject to the periodic reporting requirements of the SEC.

How will my Class A Interests be treated for United States federal income tax purposes?

Class A Interests are to be treated as stock in Bally’s Chicago, Inc. for United States federal income tax purposes. For a discussion of the material U.S. federal income tax consequences of the acquisition, ownership and disposition of our Class A Interests to U.S. Holders, please see “Material U.S. Federal Income Tax Consequences to U.S. Holders” herein.

How are the Class A Interests being offered?

Our Class A Interests are being offered on a best efforts basis, by and through our placement agents (listed on the cover page of this prospectus). There is no minimum number of Class A Interests to be sold or minimum aggregate offering proceeds for this offering to close. The process for placing orders in this offering is different from that used for most public offerings of equity securities. You should carefully read the section entitled “Plan of Distribution — Offering Process” for additional information regarding how to place an order for our Class A Interests.

Will I receive a certificate for my Class A Interests?

No. The Class A Interests will be issued in book-entry form only, and not in physical form. BitGo Trust (as defined below) will act as our registrar and transfer agent for our Class A Interests. Our Class A Interests will be held in book-entry form only on our books and records, and any transfers of our Class A Interests must be made through an account with BitGo Trust, a vendor that we have contracted to administer the books and records of our registrar.

Will the Class A Interests be listed on an exchange?

Our Class A Interests will not be listed on a stock exchange such as the New York Stock Exchange or Nasdaq. Additionally, there is no trading market for our Class A Interests and, due to transferability restrictions, an active market for our Class A Interests will not likely develop in the future.

Therefore, our Class A Interests will have limited liquidity and holders of our Class A Interests may not be able to monetize their full investment in our Class A Interests, if at all.

Can I purchase Class A Interests using my existing brokerage account?

No. In order to purchase our Class A Interests, investors will be required to open an account with BitGo Trust. You will not be able to purchase or sell any Class A Interests through any other brokerage account or any exchange or trading system. See “Plan of Distribution — Offering Process.”

What is Loop Capital Markets LLC and what role do they play in the offering and subsequent trading market?

Loop Capital Markets LLC is serving as lead placement agent, along with other financial institutions, in this offering. Placement agents are financial specialists who work closely with issuers of securities to determine the initial offering price of the securities and solicit offers from investors to purchase the securities via the placement agents’ distribution network.

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How can I sell my Class A Interests if I decide that I no longer wish to hold them?

You cannot freely sell your Class A Interests. Each Class A Interest is subject to strict controls that limit transferability.

Our Class A Interests can only be transferred without our consent to Permitted Transferees. Additionally, our Class A Interests can only be transferred with our consent to individuals or entities that attest to satisfying the Class A Qualification Criteria, and, in the case of Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, only after the Subordinated Loan attributable to such class of Interests has been paid in full and such Interests are converted to Class A-4 Interests. All Class A-1 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-1 Subordinated Loans, all Class A-2 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-2 Subordinated Loans and all Class A-3 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-3 Subordinated Loans. If a holder of Class A-1 Interests, Class A-2 Interests and/or Class A-3 Interests would like to transfer their Interests before the Subordinated Loans attributable to such class of Interests are paid off, such holder or the transferee may repay in full the pro rata amount of the remaining balance of the Subordinated Loans then outstanding attributable to such Interests before or substantially concurrently with such transfer and conversion. In order to attempt to transfer your Class A Interests, you will be required to submit an application for sale to us. See “Shares Eligible for Future Sale” beginning on page 188. Class A Interests also cannot be transferred to employee benefit plans, IRAs and other Plans (as defined herein). See “Certain ERISA Considerations.”

Do Bally’s and its directors and officers get to participate in this offering as an investor?

Yes. Our officers and directors, along with Bally’s and its officers and directors will be allowed to purchase Class A Interests in this offering and execute trades in the secondary market for their own respective accounts through the placement agents.

We have reserved up to 300 Class A Interests, or approximately 3.0% of our Class A Interests, for sale to our director nominees on the same terms as the Class A Interests being purchased by investors in this offering. These persons must commit to purchase at the same time as the investors in this offering. See “Plan of Distribution — Directed Share Program.”

What is the relationship between us and Bally’s Corporation?

We were incorporated on May 24, 2022 as a wholly-owned subsidiary of Bally’s. Following the closing of this offering and the concurrent private placements and the consummation of the Transactions, Bally’s Chicago HoldCo, a wholly-owned subsidiary of Bally’s, will own 75% of our outstanding shares through their ownership of all of our outstanding Class B Interests. We are currently dependent on Bally’s for a majority of our working capital and financing requirements. As of September 30, 2024, we and Bally’s Chicago OpCo owe $631.0 million in Pre-IPO Intercompany Notes to Bally’s and various of its subsidiaries. The Pre-IPO Intercompany Notes have borne and bear interest at a rate equal to 0.0% per annum and are scheduled to mature on December 31, 2025, but all portions that remain outstanding are expected to be extinguished and contribute towards Bally’s commitment to purchase 30,000 LLC Interests for $750.0 million representing 75.0% of the economic interest in Bally’s Chicago OpCo.

Prior to the closing of this offering, Bally’s Chicago HoldCo will assign to Bally’s Chicago Inc. $ of Pre-IPO Intercompany Notes owed to it by Bally’s Chicago, Inc. and $ of Pre-IPO Intercompany Notes owed to it by Bally’s Chicago OpCo as the Pre-IPO Capital Contribution. The amount of the Pre-IPO Capital Contribution will equal the aggregate amount of Subordinated Loans that we will enter into based on the amount of the various classes of Class A Interests sold in this offering and the concurrent private placements.

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$25,000 per Class A Interest, which is equal to the amount paid by investors in this offering plus the corresponding amount of Subordinated Loans attributable to each Class A Interest. The 10,000 LLC Interests we purchase will represent 25.0% of the economic interest in Bally’s Chicago OpCo and the Class A Interests will represent 25.0% of the voting power and 100.0% of the economic interest in Bally’s Chicago, Inc.

Bally’s Chicago OpCo intends to use the proceeds it receives from the sale of LLC Interests to us to repay $250.0 million outstanding aggregate amount under the Pre-IPO Intercompany Notes. In addition, Bally’s Chicago OpCo intends to issue 30,000 LLC Interests to Bally’s Chicago HoldCo, at a price per LLC Interest equal to the stated value of $25,000 per Class A Interest, which is equal to the amount paid by investors in this offering plus the corresponding amount of Subordinated Loans attributable to each Class A Interest, in satisfaction of the $ Intercompany Notes Cancellation and the $ Post-IPO Capital Commitment. Upon the closing of this offering, we intend to effect the Common Stock Reclassification and issue an additional 29,900 Class B Interests to Bally’s Chicago HoldCo at $0.001 per Class B Interest. The 30,000 LLC Interests issued by Bally’s Chicago OpCo to Bally’s Chicago HoldCo from the Intercompany Notes Cancellation and the Post-IPO Capital Commitment, will represent 75.0% of the economic interest in Bally’s Chicago OpCo and the 30,000 Class B Interests that will be held by Bally’s Chicago HoldCo will represent 75.0% of the voting power and no economic interest in Bally’s Chicago, Inc. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations and — Liquidity and Capital Resources.”

In January 2023, Bally’s Chicago OpCo and certain subsidiaries of Bally’s Corporation entered into the Permanent Services Agreement with BMG, a subsidiary of Bally’s Corporation. Pursuant to the Permanent Services Agreement, BMG agreed to provide us and certain subsidiaries of Bally’s Corporation with general business support services, including services relating to external reporting obligations, internal audit, regulatory filings, design and construction, business development, human resources, tax, accounting, treasury and capital related, risk management, legal, finance and marketing upon the opening of our permanent casino and resort. Pursuant to the Permanent Services Agreement, we agreed to pay BMG an annual fee equal to the salaries, burden, overhead and other operating costs for providing such services based on our share of those costs calculated by reference to an appropriate common-size metric plus 6%, which fee may be reviewed and adjusted by the parties from time to time to reflect current market rates for such services and as required by the Code. The initial term of the agreement is one year, beginning upon the opening of our permanent casino and resort, and will be automatically renewed for successive one-year terms, unless either party serves on the other a written notice of termination. See “Transactions with Related Persons — Permanent Services Agreement.”

In addition, in August 2023, Bally’s Chicago OpCo entered into the Temporary Services Agreement with BMG, a subsidiary of Bally’s Corporation. Pursuant to the Temporary Services Agreement, BMG agreed to provide us with general business support services, including services relating to external reporting obligations, internal audit, regulatory filings, design and construction, business development, human resources, tax, accounting, treasury and capital related, risk management, legal, finance and marketing related to our temporary casino. Pursuant to the Temporary Services Agreement, we agreed to pay BMG a monthly fee equal to $5.0 million, which fee may be reviewed and adjusted by the parties from time to time to reflect current market rates for such services and as required by the Code. The initial term of the agreement is two years, beginning August 30, 2023, and will be automatically renewed for successive one-year terms for as long as our temporary casino is licensed to continue operations, unless BMG serves on Bally’s Chicago OpCo a written notice of termination. The Temporary Services Agreement shall automatically terminate when our temporary casino permanently closes and our permanent casino and resort opens to the public. See “Transactions with Related Persons — Temporary Services Agreement.”

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provided, however, that at such time as Bally’s Chicago OpCo becomes a restricted subsidiary under Bally’s Corporation’s credit facilities and bond indentures, (i) Bally’s Corporation (or its Parent Company (as defined in Bally’s Corporation’s existing master lease agreement with GLP), if any, following a Control Transaction (as defined in the GLP Term Sheet)) will be required to guarantee the GLP Lease Agreement and GLP Development Agreement and (ii) following the delivery of such guarantee, the guarantees of the GLP Lease Agreement and GLP Development Agreement provided by Bally’s Chicago HoldCo and such other unrestricted subsidiaries of Bally’s Corporation shall terminate.

In connection with Bally’s Chicago HoldCo’s commitment to guarantee the GLP Lease Agreement and GLP Development Agreement, and in partial consideration for certain investments by Bally’s Corporation and its subsidiaries into Bally’s Chicago OpCo, we and Bally’s Chicago OpCo intend to guarantee all obligations, including, without limitation, indebtedness and lease obligations of Bally’s Corporation and its subsidiaries upon Bally’s Corporation’s (or its Parent Company’s (as defined in Bally’s Corporation’s existing master lease agreement with GLP), if any, following a Control Transaction (as defined in the GLP Term Sheet)) guaranteeing the GLP Lease Agreement and the GLP Development Agreement or upon request from Bally’s Corporation; provided that, at any time after such guarantee by Bally’s Corporation (or its Parent Company) or such request from Bally’s Corporation, upon request of Bally’s Chicago OpCo, Bally’s Corporation will guarantee Bally’s Chicago OpCo’s obligations under any lease obligations outstanding at such time, including any obligations under the Oak Street Lease Agreement or, if entered into, the GLP Lease Agreement and the GLP Development Agreement, to the maximum extent permitted under the instruments governing Bally’s Corporation’s indebtedness (assuming full borrowing of all outstanding commitments under Bally’s Corporation’s revolving credit facilities outstanding at such time). Furthermore, we and Bally’s Chicago OpCo intend to enter into the Guarantee Agreement with Bally’s Corporation, pursuant to which, at any time in the future, upon request from Bally’s Corporation, we and Bally’s Chicago OpCo will guarantee, and cause each of our wholly-owned subsidiaries to guarantee, any additional obligations, including, without limitation, indebtedness and lease obligations that Bally’s Corporation or its subsidiaries enter into at any time in the future. See “Transactions with Related Persons — Guarantee of Bally’s Corporation’s Obligations.”

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SUMMARY HISTORICAL AND PRO FORMA CONDENSED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present the summary historical and pro forma condensed consolidated financial and other data for Bally’s Chicago, Inc. Bally’s Chicago Operating Company, LLC is a consolidated subsidiary of Bally’s Chicago, Inc. for financial reporting purposes. The summary statements of operations and statements of cash flows data for the year ended December 31, 2023 and for the period from May 24, 2022 (date of inception) to December 31, 2022, and the summary balance sheet data as of December 31, 2023 and 2022, are derived from the audited consolidated financial statements of Bally’s Chicago, Inc. included elsewhere in this prospectus. The summary statements of operations and statements of cash flows data for the nine months ended September 30, 2024 and 2023, and the summary balance sheet data as of September 30, 2024 are derived from the unaudited condensed consolidated financial statements of Bally’s Chicago, Inc. included elsewhere in this prospectus. The unaudited condensed consolidated financial statements of Bally’s Chicago, Inc. have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, include all adjustments, consisting of normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Historical results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The information set forth below should be read together with “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Use of Proceeds,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Organizational Structure” and the audited financial statements and the accompanying notes included elsewhere in this prospectus.

The summary unaudited pro forma condensed consolidated financial information of Bally’s Chicago, Inc. presented below has been derived from our unaudited pro forma condensed consolidated financial information included elsewhere in this prospectus. The following summary unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024 and the year ended December 31, 2023 give effect to the Transactions and the other events set forth in “Our Organizational Structure,” including the consummation of this offering and the concurrent private placements, the use of the net proceeds therefrom and related transactions, as described in “Use of Proceeds” and “Unaudited Pro Forma Condensed Consolidated Financial Information,” as if they all had occurred on January 1, 2023 with respect to the statements of operations data, and September 30, 2024 with respect to the balance sheet data. The summary unaudited pro forma condensed consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering, the concurrent private placements and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma condensed consolidated financial information. The presentation of the summary unaudited pro forma condensed consolidated financial information is prepared in conformity with Article 11 of Regulation S-X.

	Bally’s Chicago, Inc. Pro Forma						Bally’s Chicago, Inc. Historical
	Nine Months ended September 30,			Year Ended December 31,			Nine Months Ended September 30,						Year Ended December 31,			Period from May 24, 2022 to December 31,
$ In thousands, except share and per share data	2024			2023			2024			2023			2023			2022
Summary Statements of Operations
Revenue:
Gaming		$	86,851		$	28,734		$	86,851		$	6,493		$	28,734		$	—
Non-gaming			9,786			3,443			9,786			687			3,443			—
Total revenue			96,937			32,177			96,637			7,180			32,177			—

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	Bally’s Chicago, Inc. Pro Forma						Bally’s Chicago, Inc. Historical
	Nine Months ended September 30,			Year Ended December 31,			Nine Months Ended September 30,						Year Ended December 31,			Period from May 24, 2022 to December 31,
$ In thousands, except share and per share data	2024			2023			2024			2023			2023			2022
Operating costs and expenses:
Gaming			44,322			13,430			44,322			3,022			13,430			—
Non-gaming			5,928			2,138			5,928			312			2,138			—
General and administrative			45,398			36,441			45,398			25,418			36,441			15,057
Management fees to Bally’s Corporation			45,000			20,680			45,000			5,659			20,680			424
Loss on sale-leaseback			150,000			—			150,000			—			—			—
Depreciation and amortization			13,633			5,705			13,633			1,420			5,705			—
Total operating costs and expenses			304,281			78,394			304,281			35,831			78,394			15,481
Loss from operations			(207,644)			(46,217)			(207,644)			(28,651)			(46,217)			(15,481)
Other income (expense):
Interest income			1,466			2,778			1,466			2,084			2,778			—
Interest expense, net of amounts capitalized			(13,043)			(21,397)			(6,891)			(10,514)			(13,819)			(2,031)
Other non-operating income (expenses), net			—			893			—			893			893			414
Total other expense, net			(11,577)			(17,726)			(5,425)			(7,537)			(10,184)			(1,617)
Loss before provision for income taxes			(219,221)			(63,943)			(213,069)			(36,188)			(56,365)			(17,098)
Benefit for income taxes			—			—			—			—			—			—
Net (loss)		$	(219,221)		$	(63,943)		$	(213,069)		$	(36,188)		$	(56,365)		$	(17,098)
Net (loss) attributable to non-controlling interest			(164,416)			(47,957)			—			—			—			—
Net (loss) attributable to Bally’s Chicago, Inc.		$	(54,805)		$	(15,986)		$	(213,069)		$	(36,188)		$	(56,365)		$	(17,098)
Loss per share – basic and diluted		$	—		$	—		$	(2,130,690)		$	(361,880)		$	(563,650)		$	(170,980)
Weighted average common shares outstanding, basic and diluted			—			—			100			100			100			100
Class A-3 and Class A-4 Interests, basic and diluted loss per share		$	(7,118)		$	(2,076)
Weighted average Class A-3 and Class A-4 Interests outstanding, basic and diluted			7,700			7,700

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	Bally’s Chicago, Inc. Pro Forma			Bally’s Chicago, Inc. Historical
	As of September 30,			As of September 30,			As of December 31,
$ In thousands	2024			2024			2023			2022
Summary Balance Sheet Data
Cash		$	17,557		$	17,557		$	14,027		$	1,092
Total assets			581,229			586,255			737,267			286,868
Total current liabilities			33,440			33,440			600,789			28,045
Total liabilities			307,356			871,813			809,756			240,501
Redeemable noncontrolling interest			750,000			—			—			—
Total stockholders’ deficit			(476,127)			(285,558)			(72,489)			46,367

Bally’s Chicago, Inc. Historical

	Nine Months ended September 30,						Year ended December 31,			Period from May 24, 2022 to December 31
$ In thousands	2024			2023			2023			2022
Summary Statements of Cash Flows Data:
Net cash used in operating activities		$	(47,218)		$	(34,162)		$	(47,927)		$	(17,704)
Net cash used in investing activities			(110,253)			(163,664)			(326,428)			(208,511)
Net cash provided by financing activities			103,723			265,974			444,568			227,307

	Nine Months ended September 30,						Year ended December 31,			Period from May 24, 2022 to December 31
$ In thousands	2024			2023			2023			2022
Other Data:
Temporary Casino Adjusted EBITDAR		$	8,877		$	3,540		$	7,721		$	—
Permanent Casino Loss from Operations		$	(156,591)		$	(788)		$	(2,227)		$	—

Temporary Casino Adjusted EBITDAR: We define Temporary Casino Adjusted EBITDAR as earnings, or loss, for the Temporary Casino before interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, expansion costs, management fees to Bally’s Corporation, rent expense from triple net operating leases, and certain other gains or losses.

Permanent Casino Loss from Operations: We define Permanent Casino Loss from Operations as revenue less operating expenses for our Permanent Casino reportable segment.

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RISK FACTORS

Investing in our Class A Interests involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this prospectus, including our financial statements and the related notes appearing at the end of this prospectus, and the sections in this prospectus entitled “Business” and “Description of Capital Stock,” before making any decision to invest in our Class A Interests. If any of the events discussed in the risk factors below occur it could have a material and adverse impact on our business, results of operations, financial condition and cash flows. If that were to happen, the value of our Class A Interests could decline, and you could lose all or part of your investment.

Development and Construction Risks

We are subject to various construction and development risks in connection with our permanent casino and resort in Chicago.

Our proposed lines of business are dependent on the construction and development of our permanent casino and resort in Chicago, Illinois. Construction and development projects, particularly of the scale contemplated with our permanent casino and resort, are often developed in multiple stages involving commercial and governmental negotiations, site planning, due diligence, permit requests, environmental impact studies, permit applications and review, marine logistics planning and transportation and end-user delivery logistics, each of which requires significant effort and dedication to complete. Projects of this type are subject to a number of risks, including, among others:

•

engineering, environmental or geological problems;

•

shortages or delays in the delivery of equipment and supplies;

•

government or regulatory approvals, permits or other authorizations;

•

failure to meet technical specifications or adjustments being required based on testing or commissioning;

•

construction accidents that could result in personal injury or loss of life;

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lack of adequate and qualified personnel to execute the project for our permanent casino and resort;

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weather interference, particularly during the winter in Chicago;

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delays in removing current tenants from the proposed sites; and

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potential labor shortages, work stoppages or labor union disputes.

Furthermore, because of the nature of our business, we are dependent on numerous third parties, including local, state and federal governmental entities that are required to certificate and license our facilities. Delays from such third parties or governmental entities could prevent us from successfully executing the construction and development of our permanent casino and resort. In addition, as a builder of gaming facilities, we expect to face an intense regulatory process and heightened political pressure to finalize our permanent casino and resort in a timely manner, which subjects us to risks associated with changes in the political views and structure, government representatives, new regulations, regulatory reviews, employment laws and diligence requirements. Each of these could make it more difficult, time-consuming and expensive to develop our permanent casino and resort.

The occurrence of any one of these factors, whatever the cause, could result in unforeseen delays or cost overruns to the construction and development of our permanent casino and resort. Delays in the development beyond our estimated timelines, or amendments or change orders to our construction contracts, could result in increases to our development costs beyond our original estimates, which could require us to obtain additional financing or funding and could make our permanent casino and resort less profitable than originally estimated or possibly not profitable at all. Further, any such delays could cause a delay in our anticipated receipt of revenues from operating our permanent casino and resort. Our inability to meet milestones or conditions precedent in our contracts with Chicago could also lead to delay penalties and potentially a termination of agreements, which could render our permanent casino and resort impossible to open and/or operate. Specifically, the Host Community Agreement with the City of Chicago provides for

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significant liquidated damages in the event that we do not meet the milestones specified as to our temporary casino and our permanent casino and resort. Our parent, Bally’s, has experienced time delays and cost overruns in the construction and development of casinos as a result of the occurrence of various of the above factors, and no assurance can be given that we will not experience in the future similar events, any of which could have a material adverse effect on our business, operating results, cash flows and liquidity.

Any delay between the closing of our temporary casino and the opening of our permanent casino and resort could have a material adverse effect on our financial condition and results of operations.

We may experience a gap between the closing of our temporary casino and the opening of our permanent casino and resort. While we work to construct our permanent casino and resort on the banks of the Chicago River, we have the ability to operate a temporary casino in downtown Chicago for a period up to 24 months. Our temporary casino began operations on September 9, 2023. At the end of the 24-month period, we may petition the Illinois Gaming Board to extend for a period of up to 12 additional months. In no case we will be permitted to operate our temporary casino for a period of greater than 36 months unless otherwise approved by the City of Chicago and the Illinois Gaming Board.

Additionally, there are a number of risks associated with the opening of our permanent casino and resort, including those described elsewhere in this section. For example, the opening of our permanent casino and resort is subject to various construction and development risks, including:

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engineering, environmental or geological problems;

•

shortages or delays in the delivery of equipment and supplies;

•

government or regulatory approvals, permits or other authorizations;

•

failure to meet technical specifications or adjustments being required based on testing or commissioning;

•

construction accidents that could result in personal injury or loss of life;

•

lack of adequate and qualified personnel to execute the project for our permanent casino and resort;

•

weather interference, particularly during the winter in Chicago;

•

delays in removing current tenants from the proposed sites; and

•

potential labor shortages, work stoppages or labor union disputes.

In addition, we have not yet entered into binding contracts for the construction and development of all of our planned facilities and assets for our permanent casino and resort, and may not be able to enter into the contracts required on commercially favorable terms, or at all, which could cause potential changes or delays to our planned development and construction schedule. Also, any failure to maintain working capital sufficient for the project, business disruptions due to pandemic, crime or civil unrest and potential legal proceedings could put our planned schedule at risk of delay.

If we are unable to commence the operation of our permanent casino and resort as expected, and thus a gap exists between the closing of our temporary casino and the opening of our permanent casino and resort, our business, operating results, cash flows and liquidity could be materially and adversely affected.

We will depend on third-party contractors, operators and suppliers to develop and construct our permanent casino and resort.

We will be heavily reliant on third-party contractors, equipment manufacturers, suppliers and operators for the development and construction of our permanent casino and resort. We have not yet entered into binding contracts for the construction and development of all of our planned facilities and assets in Chicago, and we cannot assure you that we will be able to enter into the contracts required on commercially favorable terms, or at all, which could expose us to fluctuations in pricing and potential changes or delays to our planned development and construction schedule. These agreements with third parties will be the result of arm’s-length negotiations and subject to change. If we are unable to enter into favorable contracts, we may not be able to construct and operate these assets as expected, or at all.

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Furthermore, there can be no assurance that contractors and suppliers will perform their obligations successfully under their agreements with us. If any contractor is unable or unwilling to perform according to the negotiated terms and timetable of its respective agreement with us for any reason or terminates its agreement with us for any reason, we would be required to engage a substitute contractor, which could be particularly difficult. Although some agreements may provide for liquidated damages if the contractor or subcontractor fails to perform in the manner required with respect to its obligations, the events that trigger such liquidated damages may delay or impair the opening or operation of our planned facilities, and any liquidated damages that we receive may be delayed or insufficient to cover the damages that we suffer as a result of any such delay or impairment, including, among others, any covenants or obligations by us to or penalties under our agreements with Chicago. Such liquidated damages may also be subject to caps on liability, and we may not have full protection to seek payment from our contractors to compensate us for such payments and other consequences. Furthermore, we may have disagreements with our contractors about different elements of the construction process, which could lead to the assertion of rights and remedies under their contracts and increase the cost of the applicable facility or result in a contractor’s unwillingness to perform further work.

If we are unable to construct and commission our permanent casino and resort as expected, or, when and if constructed, our permanent casino and resort does not accomplish our or Chicago’s goals, or if we experience delays or cost overruns in construction, our business, operating results, cash flows and liquidity could be materially and adversely affected.

We expect to invest significant capital and resources to develop our permanent casino and resort, which means that we are subject to the risk that our permanent casino and resort is not successfully developed or that the City of Chicago does not fulfill its obligations to us following our capital investment in our permanent casino and resort.

Our permanent casino and resort requires us to make significant upfront capital investments and devote significant internal time and resources to finalize our permanent casino and resort before we can start to generate revenue from the business. We do not expect to generate meaningful revenues until our permanent casino and resort has been opened to the public for some period of time, which may take a year or more to achieve from the opening of our permanent casino and resort.

If our permanent casino and resort is not successfully developed for any reason, we face the risk of not recovering some or all of our invested capital, which may be significant. If our permanent casino and resort is successfully developed, we face the risks that customers will not enjoy our permanent casino and resort or that Chicago will hinder our ability to operate our permanent casino and resort as intended, which could result in significantly lower revenues than what we currently anticipate. Our contracts and development agreements with Chicago do not fully protect us against this risk and, in some instances, may not provide any meaningful protection from this risk at all. This risk is heightened by the fact that our counterparty is a government or government-related entity because any attempt to enforce our contractual or other rights may involve long and costly litigation where the ultimate outcome is uncertain, and where the government or government-related entity may enjoy some form of immunity or popular support. Additionally, as a government or government-related entity, our counterparty is subject to political pressure and frequent administrative changes, which could result in different perspectives and treatment over the life of our commercial agreements to construct, develop and operate our permanent casino and resort.

If our capital investment does not generate the type of return on investment that we expect, we will have less capital to continue to develop and improve our permanent casino and resort, and our liquidity, results of operations and financial condition could be materially and adversely affected. This could result in our inability to comply with the terms of our existing debt or other agreements, which would exacerbate the aforementioned adverse effects.

We may experience supply chain or procurement disruptions, or increased supply chain costs, which may lead to construction and development delays in our permanent casino and resort.

The construction and development of our permanent casino and resort is planned for a relatively long-term construction schedule, with our permanent casino and resort expected to open to the public in

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September 2026. The construction and development of our permanent casino and resort will require timely delivery of required equipment and materials in order to be open to the public by such date.

The global supply chain for the required equipment and materials could be impacted by disruptions that could lead to delays, reputational damage, interruptions of service and disruptions of our future plans and strategic initiatives, such as:

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political events;

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banking industry turmoil;

•

international trade disputes;

•

acts of terrorism;

•

hostilities or wars (such as the war in Ukraine and conflict in the Middle East);

•

natural disasters;

•

public health issues, such as the COVID-19 global pandemic;

•

industrial accidents;

•

inflation; and

•

other business interruptions.

While we will obtain customary builder’s risk insurance to provide coverage during the construction of our permanent casino and resort, such coverage may only cover some, but not all, of any losses or damages incurred during construction. If any such delay or disruption were to occur, it could have a material adverse effect on our ability to execute the construction and development of our permanent casino and resort, which could have an impact on our liquidity and financial condition.

Changes in the costs of procuring materials and equipment used in the construction and development of our permanent casino and resort, including vendor costs, or changes in our relationships with vendors, could also have an adverse effect on our results of operations. Further, during the COVID-19 pandemic, our affiliates observed increases in the prices for certain raw materials required to operate gaming establishments. In addition, as a result of the 2024 U.S. Presidential Election, Donald J. Trump was elected President of the United States. Mr. Trump has threatened to impose additional tariffs of as a high as 25% on goods imported from various countries, including Canada, China and Mexico. If implemented, these tariffs could cause the costs of procuring materials and equipment used in the construction and development of our permanent casino and resort to significantly increase. To the extent we determine our costs to develop our permanent casino and resort are too high, we may suspend, reduce the scope of or permanently abandon the implementation of our plans with respect to our permanent casino and resort, which could have material and adverse effects on our plans and strategic initiatives.

Though we intend to undertake various proactive efforts to secure our global supply chain against the effects of COVID-19 and the impact of the war in Ukraine and conflict in the Middle East, their full extent and impact on our future supply chain and procurement process cannot be reasonably estimated at this time, and it could have a material adverse impact on our business and financial condition.

Failure to maintain sufficient working capital could limit our growth and harm our business, financial condition and results of operations.

During the first several years of development and construction of our permanent casino and resort, we will have significant working capital requirements as we work to make the facilities ready to admit potential customers. If we do not have sufficient working capital, we may not be able to pursue our growth strategy, respond to competitive pressures or fund key strategic initiatives, which may harm our business, financial condition and results of operations.

The casino, hotel and hospitality industry is capital intensive and we may not be able to finance development, expansion and renovation projects, which could put us at a competitive disadvantage.

Our permanent casino and resort will have an ongoing need for renovations and other capital improvements to remain competitive, including room refurbishments, amenity upgrades and replacement,

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from time to time, of furniture, fixtures and equipment. We may also need to make capital expenditures to comply with applicable laws and regulations. Construction projects entail significant risks, which can substantially increase costs of or delay a project. Such risks include shortages of materials or skilled labor, unforeseen engineering, environmental or geological problems, work stoppages, weather interference and unanticipated cost increases. Most of these factors are beyond our control. In addition, difficulties or delays in obtaining any of the requisite licenses, permits or authorizations from regulatory authorities can increase the cost or delay of expansion or development. Significant budget overruns or delays with respect to expansion and development projects could adversely affect our business and results of operations.

Renovations and other capital improvements of casino properties, in particular, require significant capital expenditures. In addition, any such renovations and capital improvements usually generate little or no cash flow until the projects are operational. We may not be able to fund such projects solely from cash provided from operating activities. Consequently, we may have to rely upon the availability of debt or equity capital to fund renovations and capital improvements, and our ability to carry them out will be limited if we cannot obtain satisfactory debt or equity financing, which will depend on, among other things, market conditions. We cannot assure you that we will be able to obtain additional equity or debt financing on favorable terms, or at all. Our failure to renovate and maintain gaming and entertainment venues from time to time may put us at a competitive disadvantage to gaming and entertainment venues offering more modern and better maintained facilities, which could adversely affect our business, financial condition and results of operations.

Our investments in the construction and building industry are subject to unique risks relating to regulatory changes and global economic conditions.

Companies in the construction and building sector are subject to many risks, including the negative impact of regulation, changing real estate market, a competitive marketplace and difficulty in obtaining financing. Any of these factors could materially and adversely affect our operations, or the operations of third parties we have engaged, in connection with the construction and building of our permanent casino and resort, in turn, access to capital may be difficult or impossible for us to obtain.

The renderings included in this prospectus are artistic representations of our current proposed design for the permanent casino and resort and are subject to change.

The renderings included in this prospectus are artistic representations of our current proposed design for the permanent casino and resort, are subject to change and should not be unduly relied upon when deciding to purchase securities in this offering. These illustrations are intended solely for illustrative purposes and are subject to revision for a variety of reasons, including cosmetic, marketing, permitting, zoning and financing. They are provided to help investors visualize the current planned design, which may not be accurately depicted and is subject to modification at any time. The design, features, and amenities of the permanent casino and resort depicted in the renderings and described in this prospectus are also subject to change. We do not own or control the land outside of our permanent casino and resort, and therefore cannot guarantee its current or future use. Any views shown are for illustrative purposes only and do not depict the buildings and landscaping of neighboring properties. We cannot guarantee that neighboring properties or existing views will remain unchanged or unobstructed in the future. In light of the above, investors are advised to consider these renderings in context and not to place undue reliance on them.

Risks Related to our Leases

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November 2022, we entered into a ground lease with BACHIL001 LLC, as landlord (together with its successors and assigns in such capacity, the “Oak Street Landlord”), an affiliate of Oak Street Real Estate Capital, LLC (the “Oak Street Lease Agreement”), to lease the property on which we plan to develop our permanent casino and resort.

The Oak Street Landlord has certain material approval rights under the Oak Street Lease Agreement, including over certain transfers, alterations and zoning decisions. The failure to obtain the Oak Street Landlord’s consent to any of the foregoing could have a material adverse effect on our business, financial position or results of operations, and the undertaking of any such action without the Oak Street Landlord’s consent could result in an event of default, which would give the Oak Street Landlord the right to terminate the Oak Street Lease Agreement.

The Oak Street Landlord also has the right to terminate the Oak Street Lease Agreement upon any event of default. Such events of default include, without limitation, a failure to pay amounts due after applicable notice and cure periods, certain bankruptcy or insolvency events, and the failure to comply with a variety of covenants after applicable notice and cure periods, including those related to the development of our permanent casino and resort, repair and maintenance, alterations and insurance. There are also certain restrictions on our ability to assign our interest in the Oak Street Lease Agreement without having to obtain the Oak Street Landlord’s prior consent, including requirements for the transferee (or its parent company or other controlling entity) to satisfy certain financial metrics and have a certain level of experience in operating or managing casinos. In some cases, a transferee’s parent company or other controlling entity would need to deliver to the Oak Street Landlord a guaranty of the transferee’s obligations as a condition to any assignment.

On July 11, 2024, Bally’s entered into the GLP Term Sheet with GLP for a strategic construction and financing arrangement, including up to $940.0 million of funding for the construction of our permanent casino and resort. In connection therewith, GLP acquired the fee interest in the property on which we plan to develop our permanent casino and resort from the Oak Street Landlord and succeeded to the Oak Street Landlord’s interest as landlord under the Oak Street Lease Agreement. We intend to enter into (x) a new ground lease with GLP (the “GLP Lease Agreement”) to lease such property and (y) a development agreement with GLP (the “GLP Development Agreement”) pursuant to which GLP will commit to advance up to $940 million (the “GLP Development Advances”) for the payment of hard costs used to construct our permanent casino and resort in exchange for increasing the amount of rent that we pay to GLP under the GLP Lease Agreement. Upon entering into the GLP Lease Agreement and the GLP Development Agreement, the Oak Street Lease Agreement will be terminated. The GLP Lease Agreement will have a 15-year term followed by multiple renewal terms to be agreed between us and GLP, and rent payable under the GLP Lease Agreement will be (a) $20.0 million annually, subject to annual escalations to be set forth therein, plus (b) an annual amount equal to 8.5% of the GLP Development Advances that GLP advances to us. In addition, Bally’s agreed in the GLP Term Sheet to (a) sell and lease back the real property underlying Bally’s Kansas City and Bally’s Shreveport and (b) amend its contribution agreement with GLP with respect to Twin River Lincoln pursuant to which Bally’s (or its applicable subsidiary) will sell and lease back the underlying real property, in each case, pursuant to a new master lease agreement (the “New Bally’s Master Lease Agreement”) with GLP.

The terms and conditions of the GLP Lease Agreement are expected to be substantially the same as that certain Master Lease, dated June 3, 2021 (the “Existing Bally’s Master Lease Agreement” and, together with the New Bally’s Master Lease Agreement, the “Bally’s Master Lease Agreements”), by and between Bally’s Management Group, LLC, an affiliate of Bally’s, and GLP, except as modified by the terms set forth in the GLP Term Sheet. GLP will have the right to terminate the GLP Lease Agreement upon any event of default under the GLP Lease Agreement. Such events of default are expected to include, without limitation, a failure to pay amounts due after applicable notice and cure periods, certain bankruptcy or insolvency events, a cross-default with the GLP Development Agreement and the failure to comply with a variety of covenants after applicable notice and cure periods, including those related to the development of our permanent casino and resort, repair and maintenance, alterations and insurance. In addition, the GLP Lease Agreement will be amended to add a cross-default to the Bally’s Master Lease Agreements upon any refinancing, extension or majority amendment of Bally’s existing credit facilities.

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There will also be certain restrictions on our ability to assign our interest in the GLP Lease Agreement without having to obtain GLP’s prior consent, including requirements for the transferee (or its parent company) to satisfy certain financial metrics and have a certain level of experience in operating or managing casinos.

GLP’s obligation to make GLP Development Advances under the GLP Development Agreement will be subject to certain conditions, including the following: (a) we shall have unrestricted access to funds in an amount sufficient at the time of each GLP Development Advance to fund the construction of our permanent casino and resort and (b) all of the definitive documents required by the GLP Term Sheet shall have been signed, or, if such definitive documents cannot be signed without regulatory approval required under applicable law and such regulatory approval is the sole condition precedent to the signing of such definitive documents, such definitive documents are in final form and have been submitted for regulatory approval. We will be obligated to construct our permanent casino and resort in compliance with terms and conditions to be set forth in the GLP Development Agreement, which are expected to be customary and reasonable for large scale multi-phase developments and are expected to include the satisfaction of to-be-specified development and construction milestones.

The GLP Development Agreement will contain customary representations and covenants by us and will contain funding conditions in each case which are customary and reasonable for large scale multi-phase developments, including, without limitation, (a) GLP’s reasonable approval of plans and specifications, the project budget (including amendments thereto and reallocations therein except those to be permitted under the GLP Development Agreement), the project schedule, the underlying construction and architect contracts, and all change orders (subject to exceptions to be set forth in the GLP Development Agreement), (b) GLP’s receipt of appropriate lien waivers, (c) budget balancing requirements, (d) retainage requirements, (e) the identification of a GLP representative as “owners representative” under the construction contract, and (f) other customary conditions, all to be set forth in the GLP Development Agreement. The GLP Development Agreement will also contain defaults and remedies which are customary and reasonable for large scale multi-phase developments, including, without limitation, a cross-default with the GLP Lease Agreement. We will not be permitted to assign, finance, transfer, pledge or encumber our interest in the GLP Development Agreement without GLP’s prior written consent, whether or not any such assignment, financing, transfer, pledge or encumbrance is permitted with respect to the GLP Lease Agreement, other than to a permitted leasehold mortgagee under the GLP Lease Agreement.

The terms and conditions of the GLP Lease Agreement and the GLP Development Agreement are subject to ongoing negotiations between us and GLP, and no guarantees can be given that we will enter into the GLP Lease Agreement or the GLP Development Agreement on the terms described herein or at all. We expect to consummate the GLP Lease Agreement and terminate the Oak Street Lease Agreement in the first quarter of 2025.

In addition to the Oak Street Lease Agreement and, if entered into, the GLP Lease Agreement, we also entered into a sublease agreement with Medinah Holdings, LLC and Medinah Building LLC (the “Medinah Lease Agreement” and, together with the Oak Street Lease Agreement and the GLP Lease Agreement, the “Casino Lease Agreements”), to lease the property on which we developed our temporary casino. The consent of the sublandlord under the Medinah Lease Agreement (the “Medinah Sublandlord”) is generally required for any assignments of our interests thereunder, except with respect to transfers to affiliates or successors by merger or acquisition. The Medinah Sublandlord has the right to terminate the Medinah Lease Agreement upon any event of default under the Medinah Lease Agreement. Such events of default include: the failure to timely pay rent, carry (or provide evidence of) required insurance, or perform any other covenant under the Medinah Lease Agreement, in each case subject to the notice and cure periods provided therein, certain bankruptcy or insolvency events, and a failure to surrender the subleased premises on the last day of the term of the Medinah Lease Agreement. Further, the Medinah Lease Agreement is subordinate to a master lease, and certain defaults by the Medinah Sublandlord in its capacity as tenant under the master lease could result in a termination thereof, which could result in a termination of the Medinah Lease Agreement.

Termination of any or all of the Casino Lease Agreements (including as a result of a default under the GLP Development Agreement) would result in us losing some or all of our rights with respect to the applicable properties, could result in a default under the Host Community Agreement, and could have a material adverse effect on our business, financial position or results of operations. In the event of a termination

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of any of the Casino Lease Agreements (including as a result of a default under the GLP Development Agreement), we may be required to transfer all personal property located at the applicable property to a designated successor, and we may not be adequately compensated for that personal property. Moreover, since as a lessee we do not completely control the land and improvements underlying our operations, the lessors could take certain actions to disrupt our rights in the properties leased under the Casino Lease Agreements, which are beyond our control. If the lessors chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business and operations could be adversely affected. There can also be no assurance that we will be able to comply with our obligations under the Casino Lease Agreements (including our obligations under the GLP Development Agreement) in the future. In addition, if the lessors have financial, operational, regulatory or other challenges, there can be no assurance that the lessors will be able to comply with their obligations under the Casino Lease Agreements, including their obligations to provide us financing for the construction of our permanent casino and resort.

General Economic and Political Conditions

Our proposed lines of business are highly sensitive to reductions in discretionary consumer spending.

Our proposed lines of business are highly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure activities, including gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our prospective customer’s disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as visiting casinos and casino hotel properties, sports betting, iCasino and online bingo, some of which are services we intend to offer. We will rely on the strength of the regional and local economy for the performance of our temporary casino and our permanent casino and resort. As a result, we cannot ensure that demand for our offerings will remain constant. Adverse developments affecting economies throughout the world, including a general tightening of the availability of credit, increasing energy costs, rising prices, acts of war or terrorism, natural disasters, declining consumer confidence, significant declines in the stock market or epidemics, pandemics or other health-related events or widespread illnesses, like the COVID-19 pandemic, could lead to a reduction in visitors to our temporary casino and our permanent casino and resort or discretionary spending by our customers on entertainment and leisure activities, which could adversely affect our business, financial condition and results of operations.

Recent turmoil in the banking industry may negatively impact our business, results of operations and financial condition.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, the March 2023 failures of Silicon Valley Bank and Signature Bank, liquidity issues at Credit Suisse, government responses and resulting investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, making it more difficult for us to acquire financing on acceptable terms or at all. Any material decline in available funding or our ability to access our cash and cash equivalents could adversely impact our ability to meet our operating expenses, have a material adverse effect on our financial condition, as well as our ability to continue to grow our operations.

Business interruptions in Chicago due to crime or civil unrest could adversely affect us.

Our business and our assets are planned to be primarily located in Chicago, Illinois, which is a large city. Perceptions of high incidences of crime at or in the vicinity of any of the facilities that we operate and intend to operate, including our temporary casino and our permanent casino and resort, may give rise to concerns about lack of personal safety among our patrons, which could result in a decline in customer traffic and spending patterns, which would result in a decline in revenue. Our business interruption insurance

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and coverage for malicious attacks may only cover some, but not all, of these potential events, and even for those events that are covered, it may not be sufficient to compensate us fully for losses or damages that may occur as a result of such events, including, for example, loss of market share and diminution of our trademarks, reputation and consumer loyalty. Any one or more of these events could have a material adverse effect on our business, results of operation, financial condition and/or cash flow.

Political uncertainty could adversely affect our business.

U.S. and non-U.S. markets could experience political uncertainty and/or change that subjects investments to heightened risks, including, for instance, risks related to the elections in the United States, the war in Ukraine, the conflict in the Middle East, or the effect of the COVID-19 pandemic on world leaders and governments. These heightened risks could also include:

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increased risk of default (by both government and private issuers);

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greater social, trade, economic and political instability (including the risk of war or terrorist activity);

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greater governmental involvement in the economy;

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greater governmental supervision and regulation of the securities markets and market participants resulting in increased expenses related to compliance;

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greater fluctuations in currency exchange rates;

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controls or restrictions on foreign investment and/or trade, capital controls and limitations on repatriation of invested capital and on the ability to exchange currencies;

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inability to purchase and sell investments or otherwise settle security or derivative transactions (i.e., a market freeze);

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unavailability of currency hedging techniques; and

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slower clearance.

During times of political uncertainty and/or change, global markets often become more volatile. There could also be a lower level of monitoring and regulation of markets while a country is experiencing political uncertainty and/or change, and the activities of investors in such markets and enforcement of existing regulations could become more limited. Markets experiencing political uncertainty and/or change could have substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates typically have negative effects on such countries’ economies and markets. Tax laws could change materially, and any changes in tax laws could have an unpredictable effect on us, our investments and our investors. There can be no assurance that political changes will not cause us or our investors to suffer losses.

Risks Related to Competition

Chicago is still not known as a location for gaming tourism and, therefore, we face significant competition from both regional and national gaming centers.

The Illinois Gambling Act established the Illinois Gaming Board and authorized up to ten casino licenses. Currently, all ten original licenses are active. In July 2009, Public Act 96-0034 became law, creating the Illinois Video Gaming Act. Since 2009, Video Gaming has rapidly expanded across Illinois. On June 28, 2019, Illinois Governor J.B. Pritzker signed the gaming expansion bill into law which permits sports wagering, including online/mobile, a Chicago casino, five additional casinos, slots and table games at racetracks, possible slots at the Chicago airports, an additional video gaming terminal (“VGT”) at each establishment and in some instances five additional VGTs, and the opportunity for existing casinos to move to land-based operations or purchase additional gaming positions. As of the end of November 2024, there were over 48,000 VGTs spread throughout 8,600 licensed establishments.

The market for gaming, hotel and other entertainment facilities in Chicago is rapidly evolving but remains in its infancy. While Illinois is undergoing expansion since various states started to liberalize

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gaming (including sports betting), Chicago is still not known as a location for gaming tourism and, therefore, subject to significant competition from both regional and national gaming centers. An underserved and untapped market, the City of Chicago is served by the Rivers Casino in a suburb of Chicago, the northwestern Indiana casinos, a retail sports book at the United Center, a retail sports book opening at Wrigley Field in 2023 and the Waukegan casino. In addition, Hawthorne Race Course has submitted an application for a gaming license to open a “racino.”

Once our permanent casino and resort is open and operational, we will face significant competition in all of the areas in which we conduct our business. Currently, there are approximately 17 gaming centers located within a 100-mile radius of our location. Also, the Hawthorne Race Course has submitted an application for a gaming license to open a “racino” approximately 10 miles from our permanent casino and resort site. Increased competitive pressures may adversely affect our ability to continue to attract customers or affect our ability to compete efficiently.

Our temporary casino is, and our permanent casino and resort will be, located in a jurisdiction that restricts gaming to certain areas and/or may be affected by state laws that currently prohibit or restrict gaming operations. We also face the risk that existing casino licensees in Illinois and in nearby states will expand their operations and the risk that Native American gaming will continue to grow, both throughout Illinois and in nearby states. Budgetary and other political pressures faced by state governments could lead to intensified efforts directed at the legalization of gaming in jurisdictions where it is currently prohibited. The legalization of gaming in such jurisdictions could be an expansion opportunity for our business, or create competitive pressures, depending on where the legalization occurs and our ability to capitalize on it. Our ability to attract customers could be significantly and adversely affected by the legalization or expansion of gaming in certain jurisdictions and by the development or expansion of Native American casinos in areas where our customers may visit.

In addition, our competitors in Illinois and in nearby states may refurbish, rebrand or expand their casino offerings, which could result in increased competition. Furthermore, changes in ownership may result in improved quality of our competitors’ facilities, which may make such facilities more competitive. Certain of our competitors are large gaming companies with greater name recognition and marketing and financial resources. In some instances, particularly in the case of Native American casinos, our competitors pay lower taxes or no taxes. These factors create additional challenges for us in competing for customers and accessing cash flow or financing to fund improvements for our casino and entertainment products that enable us to remain competitive.

We expect to experience strong competition in hiring and retaining qualified property and corporate management personnel, including competition from Native American gaming facilities that are not subject to the same taxation regimes as we are and therefore may be willing and able to pay higher rates of compensation. From time to time, a number of vacancies in key corporate and property management positions can be expected. If we are unable to successfully recruit and retain qualified management personnel at our facilities or at the corporate level, our results of operations could be adversely affected.

We will also compete with other forms of legalized gaming and entertainment such as bingo, pull-tab games, card parlors, sportsbooks, pari-mutuel or simulcast betting on horse and dog racing, state-sponsored lotteries, instant racing machines, video lottery terminals (“VLT”) (including racetracks that offer VLT) and video poker terminals. In the future, we may also compete with gaming or entertainment at other venues. Further competition from Internet lotteries and other Internet wagering gaming services, which allow their customers to wager on a wide variety of sporting events and play Las Vegas-style casino games from home, could divert customers from the facilities we own and thus adversely affect our business. Such Internet wagering services are likely to expand in future years and become more accessible to domestic gamblers as a result of U.S. Department of Justice positions related to the application of federal laws to intrastate Internet gaming and initiatives in some states to consider legislation to legalize intrastate Internet wagering.

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The law in this area has been rapidly evolving, and additional legislative developments may occur at the federal and state levels that would accelerate the proliferation of certain forms of Internet gaming in Illinois and in nearby states.

In addition, in May 2018, the U.S. Supreme Court struck down as unconstitutional the Professional and Amateur Sports Protection Act of 1992, a federal statute enacted to stop the spread of state-sponsored sports gambling. This decision lifted federal restrictions on sports wagering and allows each state to determine by itself the legality of sports wagering within its jurisdiction. While new federal online gaming legislation has been introduced in Congress from time to time, there has been no federal legislative response to the U.S. Supreme Court’s decision. As a result, numerous states, including Illinois and states located near Illinois, have passed legislation authorizing fixed-odds sports betting online. This decreases our ability to serve as a hub for sports betting, as customers can access sports betting throughout Illinois and nearby states without needing to venture to our temporary casino or our permanent casino and resort, which results in decreased traffic and reduced potential revenue generation.

We may also face competition from other gaming facilities which are able to offer sports wagering services (including mobile sports wagering) following the enactment of applicable legislation. Numerous states that border Illinois have pending or proposed legislation which would allow for sports betting, each of which could have an adverse effect on our financial results by further reducing the foot traffic to our temporary casino or our permanent casino and resort.

The gaming industry is characterized by an increasingly high degree of competition among a large number of participants operating from physical locations and/or through online or mobile platforms, and other forms of gaming in the United States. Recently, there has been additional significant competition in our markets as a result of the upgrading or expansion of properties by existing market participants, the entrance of new gaming participants into a market or legislative changes permitting additional forms of gaming. As competing properties and new markets open, our results of operations may be negatively impacted. We expect each existing or future market in which we participate to be highly competitive.

Existing and new competitors may also increase marketing spending, including to unprofitable levels, in an attempt to distort the online gambling market to build market share quickly. Some of our competitors have or will have significantly greater financial, technical, marketing and sales resources and may be able to respond more quickly to changes in customer needs. Additionally, these competitors may be able to devote a greater number of resources to the enhancement, promotion and sale of their games and gaming systems. Our future success is or will be dependent upon its ability to retain its current customers and to acquire new customers. Failure to do so could result in a material adverse effect on our business, financial condition and results of operations.

Compliance, Regulatory and Legal Risks

We are and will be subject to extensive state and local regulation and licensing, and gaming authorities have significant control over our operations, which could have an adverse effect on our business.

Our ownership and operation of our temporary casino is, and our permanent casino and resort will be, subject to extensive state and local regulation, and regulatory authorities at the state and local levels have broad powers with respect to the licensing of these businesses, and may reject, revoke, suspend, condition, fail to renew or limit our gaming or other licenses, impose substantial fines and take other actions, each of which poses a significant risk to our business, results of operations and financial condition. We have applied to hold all state and local licenses and related approvals necessary to conduct our intended operations in our temporary casino and our permanent casino and resort, and will be required to periodically apply to renew many of these licenses and registrations and have the suitability of certain of our directors, officers and employees renewed. On October 26, 2023, we obtained a four-year owners license from the Illinois Gaming Board. This license will expire on October 25, 2027 and may be renewed for subsequent four-year terms. The license issued to casino operators is referred to as an “owners license” and is issued by the Illinois Gaming Board for a period of up to four years. The owners license may then be renewed for subsequent four-year terms. On October 26, 2023, the Illinois Gaming Board also approved extending the operation of our temporary casino until September 9, 2026. If our permanent casino and resort is not opened by September 9, 2026, when the temporary casino’s right to operate expires under current law, our public operations may

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need to be ceased until the permanent casino and resort is able to open unless the law is changed to permit a further extension of our temporary casino operations and that extension is approved by the Illinois Gaming Board (if required at that time). There can be no assurance that we will be able to obtain all necessary licenses, that we will be able to secure any required renewals or that we will be able to obtain future approvals that would allow us to continue to run our gaming operations in our temporary casino or our permanent casino and resort. Any failure to obtain, maintain or renew existing licenses, registrations, permits or approvals or difficulty or delay in doing so would have a material adverse effect on us. As we expand our gaming operations to offer new and improved options for customers, we may have to meet additional suitability requirements and obtain additional licenses, registrations, permits and approvals from gaming authorities in these jurisdictions. The approval process can be time-consuming and costly and we cannot be sure that we will be successful. Furthermore, if additional gaming laws or regulations are adopted in jurisdictions where we operate, these regulations could impose additional restrictions or costs that could have a significant adverse effect on us.

Gaming authorities in Illinois generally require that any beneficial owner of our securities file an application for a finding of suitability. If a gaming authority requires a record or beneficial owner of our securities to file a suitability application, the owner must generally apply for a finding of suitability within 30 days or at an earlier time prescribed by the gaming authority. The gaming authority has the power to investigate such an owner’s suitability and the owner must pay all costs of the investigation. If the owner is found unsuitable, then the owner may be required by law to dispose of his or her shares in the Company.

Our officers, directors and key employees are also subject to a variety of regulatory requirements and various licensing and related approval procedures in Illinois. If the Illinois gaming authority were to find any of our officers, directors or key employees unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. Furthermore, Illinois gaming authority may require us to terminate the employment of any person who refuses to file appropriate applications. Either result could adversely affect our gaming operations.

Applicable gaming laws and regulations may restrict our ability to issue certain securities, incur debt and undertake other financing activities. Such transactions would generally require notice and/or approval of applicable gaming authorities, and our financing counterparties, including lenders, might be subject to various licensing and related approval procedures in the various jurisdictions in which we manage gaming facilities. Applicable gaming laws further limit our ability to engage in certain competitive activities and impose requirements relating to the composition of our Board and senior management personnel. If state regulatory authorities were to find any person unsuitable with regard to his, her or its relationship to us or any of our subsidiaries, we would be required to sever our relationship with that person, which could materially adversely affect our business.

We are subject to numerous federal, state and local laws that may expose us to liabilities or have a significant adverse impact on our operations. Changes to any such laws could have a material adverse effect on our operations and financial condition.

Our business is subject to a variety of federal, state and local laws, rules, regulations and ordinances. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, currency transactions, taxation, zoning and building codes and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes to any of the laws, rules, regulations or ordinances to which we are subject, new laws or regulations or material differences in interpretations by courts or governmental authorities could have an adverse effect on our business, financial condition and results of operations.

Our employees, especially those that interact with our customers, receive a base salary or wage that is established by applicable Illinois and federal laws that establish a minimum hourly wage that is, in turn, supplemented through tips and gratuities from customers. From time to time, Illinois and U.S. lawmakers have increased the minimum wage. It is difficult to predict when such increases may take place. Any such change to the minimum wage could have a material adverse effect on our business, financial condition and results of operations.

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The sale of alcoholic beverages is a highly regulated and taxed business. Federal, state and local laws and regulations govern the production and distribution of alcoholic beverages, including permitting, licensing, trade practices, labeling, advertising, marketing, distributor relationships and related matters. Federal, state and local governmental entities also levy various taxes, license fees and other similar charges and may require bonds to ensure compliance with applicable laws and regulations. Failure to comply with applicable federal, state or local laws and regulations could result in higher taxes, penalties, fees and suspension or revocation of permits, licenses or approvals and could have a material adverse effect on our business, financial condition and results of operations. From time to time, local and state lawmakers, as well as special interest groups, have proposed legislation that would increase the federal and/or state excise tax on alcoholic beverages or certain types of alcoholic beverages. If federal or state excise taxes are increased, we may have to raise prices to maintain profit margins on the sales of any alcoholic beverages. Higher taxes may reduce overall demand for alcoholic beverages, thus negatively impacting sales of our alcoholic beverages at our temporary casino or our permanent casino and resort. Further federal or state regulation may be forthcoming that could further restrict the distribution and sale of alcohol products. Any material increases in taxes or fees or the adoption of additional taxes, fees or regulations could have a material adverse effect on our business, financial condition and results of operations.

In addition, each restaurant we operate must obtain a food service license from local authorities. Failure to comply with such regulations could cause our licenses to be revoked or our related restaurant business or businesses to be forced to cease operations. Moreover, Illinois liquor laws may prevent the expansion of restaurant operations or interfere with the manner in which we intend to operate our restaurants.

We handle significant amounts of cash in our operations and are subject to various reporting and anti-money laundering laws and regulations. Recently, U.S. governmental authorities have evidenced an increased focus on compliance with anti-money laundering laws and regulations in the gaming industry. Any violation of anti-money laundering laws or regulations could have a material adverse effect on our business, financial condition and results of operations. Internal control policies and procedures and employee training and compliance programs that we intend to implement will attempt to deter prohibited practices, but they may not be effective in prohibiting our future employees, contractors or agents from violating or circumventing our policies and the law. If we or our employees or agents fail to comply with applicable laws or our policies governing our operations, we may face investigations, prosecutions and other legal proceedings and actions which could result in civil penalties, administrative remedies and criminal sanctions. Any such government investigations, prosecutions or other legal proceedings or actions could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities.

We may in the future be subject to various federal, state and local environmental laws and regulations that govern activities that may have adverse environmental effects, such as discharges to air and water, as well as the management and disposal of solid, animal and hazardous wastes and exposure to hazardous materials. These laws and regulations, which are complex and subject to change, include U.S. Environmental Protection Agency regulations. Compliance with these and other environmental laws can, in some circumstances, require significant capital expenditures.

We expect to also be subject to laws and regulations that create liability and cleanup responsibility for releases of regulated materials into the environment. Certain of these laws and regulations impose strict, and under certain circumstances joint and several, liability on a current or previous owner or operator of property for the costs of remediating regulated materials on or emanating from our property. The costs of investigation, remediation or removal of those substances may be substantial. The presence of, or failure to remediate properly, such materials may adversely affect our ability to operate our temporary casino or our permanent casino and resort or to borrow funds using such property as collateral. Additionally, as an owner or manager of real property, we could be subject to claims by third parties based on damages and costs resulting from environmental contamination at or emanating from third-party sites. These laws typically impose clean-up responsibility and liability without regard to whether the owner or manager knew of or caused the presence of the contaminants and the liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility.

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The possibility exists that contamination, as yet unknown, may exist on our anticipated properties. There can be no assurance that we will not incur expenditures for environmental investigations or remediation in the future.

We may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our business and financial condition.

From time to time, we may be named in lawsuits or other legal proceedings relating to our businesses. In particular, the nature of our business subjects us to the risk of lawsuits filed by customers, past and present employees, holders of our stock, competitors, business partners and others in the ordinary course of business. As with all legal proceedings, no assurances can be given as to the outcome of these matters. Moreover, legal proceedings can be expensive and time consuming, and we may not be successful in defending or prosecuting these lawsuits, which could result in settlements or damages that could adversely affect our business, financial condition and results of operations.

The regulatory framework which governs our business, and its interpretation, may be subject to change which we may fail to anticipate and/or respond to.

In order to operate our temporary casino and our permanent casino and resort, we are required to hold licenses issued by the Illinois Gaming Board. The holders of such licenses are bound to meet stringent compliance requirements relating to matters such as anti-money laundering, safer gaming, data protection, advertising and consumer rights issues. Compliance with such requirements is incorporated into the relevant licenses as a licensing condition (or similar) with a corresponding requirement for us to comply with such onerous requirements.

In carrying out its functions, the Illinois Gaming Board is under a statutory duty to ensure that license holders are operating their businesses in ways that are reasonably consistent with the licensing objectives set out in the law, which include preventing gaming from being a source of (or associated with) crime or disorder, or being used to support crime; ensuring that gaming is conducted in a fair and open way and protecting children and other vulnerable people from being harmed or exploited by gaming.

While the objectives of regulation may remain largely stable, the methods that operators are required to employ to meet those objectives is in a state of constant evolution and development. We must respond adequately to the challenges this presents. If we are found to be in breach of our obligation to comply with such licensing requirements, then the Illinois Gaming Board may impose a financial penalty on us or impose other penalties, including removing or imposing conditions on the relevant gaming licenses. A breach of our Host Community Agreement with the City could also result in non-renewal of our owners license by the Illinois Gaming Board, particularly if the breach results in a termination of the Host Community Agreement. Maintaining the authorization from the City is a condition for any future renewal of the owners license. Such actions could have a material adverse effect on our financial performance.

Our business is subject to a variety of laws in the United States and in Illinois, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business. Any change in existing regulations or their interpretation, or the regulatory or prosecutorial climate applicable to the products and services we offer in our temporary casino and intend to offer in our permanent casino and resort, or changes in gaming tax rates, tax rules and regulations or interpretation thereof related to such products and services, could adversely impact our ability to operate our business as currently conducted or as we seek to operate in the future, which could have a material adverse effect on our financial condition and results of operations.

We are generally subject to laws and regulations relating to gaming in Illinois, as well as the general laws and regulations that apply to all gaming and hospitality businesses, such as those related to privacy and personal information, tax and consumer protection. These laws and regulations vary, and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results. The regulatory environment in Chicago or on a federal level may change in the future and any such change could have a material adverse effect on our results of operations.

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Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our operations and financial results. Governmental authorities could view us as having violated local laws, despite our efforts to obtain all applicable licenses or approvals. There is also risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities or incumbent monopoly providers, or private individuals, could be initiated against us, Internet service providers, credit card and other payment processors in the gaming industry. Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon our licensees or other business partners, while diverting the attention of key executives. Such proceedings could have a material adverse effect on our business, financial condition and results of operations, as well as impact our reputation.

There can be no assurance that legally enforceable legislation will not be proposed and passed in Illinois to prohibit, legislate or regulate various aspects of our business (or that existing laws in those jurisdictions will not be interpreted negatively). Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations because a local license or approval may be costly for us or our business partners to obtain and/or such licenses or approvals may contain other commercially undesirable conditions.

We may share part of the regulatory burdens of Bally’s.

The majority of our voting power has been and, following this offering and the concurrent private placements will continue to be, held by Bally’s. In January 2023, Bally’s Chicago OpCo and certain subsidiaries of Bally’s entered into the Permanent Services Agreement with BMG, a subsidiary of Bally’s and, in August 2023, Bally’s Chicago OpCo entered into the Temporary Services Agreement with BMG. Pursuant to each of the Permanent Services Agreement and the Temporary Services Agreement, BMG agreed to provide us with general business support services. Bally’s and its affiliates hold many privileged licenses in jurisdictions around the world, allowing them to operate gaming, hospitality and entertainment businesses. Regulators that issue such licenses have broad investigative powers and could ask for information from our majority stockholder, the entities from which we license intellectual property and their affiliates. Bally’s and its affiliates, including us and Bally’s Chicago OpCo, will be obligated to cooperate with the investigations of such regulators. Such licenses may also limit the operations and activities of subsidiaries and affiliates of Bally’s, including us and Bally’s Chicago OpCo.

Business Operational Risks

We rely on effective payment processing services from a limited number of providers.

The provision of convenient, trusted, fast and effective payment processing services to our customers and potential customers is critical to our business. If there is any deterioration in the quality of the payment processing services provided to these customers or any interruption to those services (including with respect to system intrusions, unauthorized access or manipulation), or if such services are only available at an increased cost to us or our customers or are terminated and no timely and comparable replacement services are found, our customers and potential customers may be deterred from using our products and services. Any of these occurrences may have a material adverse effect on our business, financial condition and results of operations.

Furthermore, a limited number of banks and credit card companies process gambling related payments as a matter of internal policy and any capacity to accept such payments may be limited by the regulatory regime of a given jurisdiction. The introduction of legislation or regulations restricting financial transactions with gambling operators, other prohibitions or restrictions on the use of credit cards and other banking instruments for gambling transactions may restrict our ability to accept payments from our customers. These restrictions may be imposed as a result of concerns related to fraud, payment processing, AML or other issues related to the provision of gambling services. A number of issuing banks or credit card companies may from time to time reject payments to us that are attempted to be made by our customers. Should such restrictions and rejections become more prevalent, or any other restriction on payment processing be introduced, gambling activity by our customers could be adversely affected, which in turn could have a material adverse effect on our business, financial condition and results of operations.

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In addition, we are subject to the risk of credit card chargebacks, which may also result in possible penalties. A chargeback is a credit card originated deposit transaction to a player account with an operator that is later reversed or repudiated. The risk of such chargeback transactions is greater in respect of certain markets and certain payment methods. We intend to recognize revenue upon the first loss of the player on amounts tendered, with any credit card chargebacks then deducted from revenues. Even though security measures are in place, high rates of credit card chargebacks could result in credit card associations levying additional costs and fines or withdrawing their service and could have a material adverse effect on our business, financial condition and results of operations.

Our electronic and table games and slot machines hold percentages may fluctuate.

The gaming industry is characterized by an element of chance and guests’ winnings at our temporary casino depend, and at our permanent casino and resort will depend, on a variety of factors, some of which are beyond our control. In addition to the element of chance, hold percentages (the ratio of net win to total amount wagered) are affected by other factors, including players’ skill and experience, the mix of games played, the financial resources of players, the volume of bets placed and the amount of time played. The variability of our hold percentages has the potential to adversely affect our business, financial condition and results of operations.

Our profitability is dependent, in part, on return to players.

The revenue we derive from certain of our proposed gaming products depends on the outcome of random number generators built into the gaming software running the games made available to our customers. Return to player is measured by dividing the amount of real money won by players on a particular game by the total real money wagers over a particular period on that game. An increasing return to player may negatively affect revenue as it represents a larger amount of money being won by players. Return to player is driven by the overall random number generator outcome, the mechanics of different games and jackpot winnings. Each game utilizes a random number generating engine; however, generally the return to player fluctuates in the short-term based on large wins or jackpots or a large share of wagers made for higher-payout games. To the extent we are unable to set, or fail to obtain, a favorable return to player in our (or a third-party supplier’s) gambling software which maximizes revenue, it could have a material adverse effect on our business, financial condition and results of operations.

The success, including win or hold rates, of future sports betting and gaming products depends on a variety of factors and is not completely controlled by us.

The sports betting and gaming industries are characterized by an element of chance. Accordingly, we employ theoretical win rates to estimate what a certain type of sports bet or game, on average, will win or lose in the long run. These theoretical win rates may not always yield positive results for us, which could cause our revenue to decrease as players’ winnings increase.

Our success depends in part on our ability to anticipate and satisfy user preferences in a timely manner. As we operate in a dynamic environment characterized by rapidly changing industry and legal standards, our products will be subject to changing consumer preferences that cannot be predicted with certainty. We will need to continually introduce new offerings and identify future product offerings that complement our existing platforms, respond to our customer’s needs and improve and enhance our existing platforms to maintain or increase our customer engagement and growth of our business. We may not be able to compete effectively unless our product selection keeps up with trends in the digital sports entertainment and gaming industries in which we compete, or trends in new gaming products.

We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers.

We conduct our gaming activities on a credit and cash basis at our temporary casino and will conduct our gaming activities on a credit and cash basis at our permanent casino and resort. Any such credit we extend will be unsecured. Table game players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than customers who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular

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period. We will extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit. These large receivables could have a significant impact on our results of operations if deemed uncollectible. Gaming debts evidenced by a credit instrument, including what is commonly referred to as a “marker,” and judgments on gaming debts are enforceable under the current laws of Illinois, and judgments on gaming debts in such jurisdictions are enforceable in all U.S. states under the Full Faith and Credit Clause of the U.S. Constitution; however, other jurisdictions may determine that enforcement of gaming debts is against public policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in the United States of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from U.S. courts are not binding on the courts of many foreign nations.

Declining popularity of games and changes in device preferences of players could have a negative effect on our business.

Revenue from games tends to decline over time after reaching a peak of popularity and player usage. The speed of this decline is referred to as the decay rate of a game. As a result of this natural decline in the life cycle of our products, our business depends on our ability and the ability of our third-party partners to consistently and timely launch new games across multiple platforms and devices that achieve significant popularity. Our ability to successfully launch, sustain and expand games as applicable, largely will depend on our ability to, amongst other things: (1) anticipate and effectively respond to changing game player interests and preferences; (2) anticipate or respond to changes in the competitive landscape; (3) develop, sustain and expand games that are fun, interesting and compelling to play; (4) minimize launch delays and cost overruns on new games; (5) minimize downtime and other technical difficulties; (6) acquire leading technology and high quality personnel; and (7) comply with constraints on game design and/or functionality imposed by regulators. There is a risk that we may not launch any new games according to schedule, or that those games do not attract and retain a significant number of players, which could have a negative effect on our business, financial condition and results of operations.

In addition to offering popular new games, we must extend the life of the existing games which we make available to future customers, in particular the most successful games. While it is difficult to predict when revenues from any such existing games will begin to decline, for a game to remain popular, we must constantly enhance, expand or upgrade the relevant game with new features that players find attractive. There is a risk that we may not be successful in enhancing, expanding or upgrading our current games or any new games in the future and, in addition, regulators may introduce new rules that limit functionality within existing games. Should we not succeed in sufficiently offsetting the effects of declining popularity in the games we make available, this may have a material adverse effect on our business, financial condition and results of operations.

We cannot assure you that we will be able to consummate any future acquisitions, or that any future acquisitions will enhance our financial performance. For example, while we are in discussion with the Illinois Gaming Board and Midway International Airport to install slot machines at Midway International Airport we cannot assure you that we will reach agreement on the terms of that installation, or such terms will ultimately be advantageous to us. Our ability to achieve the expected benefits of any acquisitions will depend on, among other things, our ability to effectively translate our strategies into revenue, our ability to retain and assimilate the acquired businesses’ employees, our ability to retain existing customers and suppliers on terms similar to, or better than, those in place with the acquired businesses, our ability to attract new customers, the adequacy of our implementation plans, our ability to maintain our financial and internal controls and systems as we expand our operations, the ability of our management to oversee and operate effectively the combined operations and our ability to achieve desired operating efficiencies and revenue goals. The integration of the businesses that we acquire might also cause us to incur costs that are unforeseen or that exceed our estimates, which would lower our future earnings and would prevent us from realizing the expected benefits of such acquisitions. In some cases, the services provided by the sellers are critical to the ongoing efficient operation of the properties and may involve costly payments from us to the

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provider of the services. If the provision of these services by the sellers is disrupted or given insufficient attention by the sellers, our ability to operate the properties may be negatively impacted until such time as we are able to take full control over the services. Moreover, we must pay the sellers for these services and the costs to us for these services may exceed our estimates and these expenses will negatively impact the results of operations of these properties during these transition periods. Failure to achieve the anticipated benefits of these acquisitions could result in decreases in the amount of expected revenues and diversion of management’s time and energy and could adversely affect our business, financial condition and operating results.

Our growth will depend, in part, on the success of our strategic relationships with third parties. Overreliance on certain third parties or our inability to extend existing relationships or agree to new relationships may cause unanticipated costs for us and impact our financial performance in the future.

We may enter into strategic relationships with advertisers, casinos and other third parties in order to attract customers to our temporary casino and our permanent casino and resort. We believe that these relationships, along with providers of online services, search engines, social media, directories and other websites and e-commerce businesses, will help direct consumers to our temporary casino and our permanent casino and resort. In addition, many of the parties with whom we may enter into advertising arrangements may provide advertising services to other companies, including fantasy sports and gaming platforms with whom we compete. While we believe there are other third parties that could drive users to our temporary casino and our permanent casino and resort, adding or transitioning to them may disrupt our business and increase our costs. In the event that any of our existing relationships or our future relationships fails to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could impact our ability to attract consumers cost effectively and harm our business, financial condition and results of operations.

We conduct our business in an industry that is subject to high taxes and may be subject to higher taxes in the future.

In Illinois, state and local governments raise considerable revenues from taxes based on casino revenues and operations. We are also required to pay property taxes, occupancy taxes, sales and use taxes, payroll taxes, franchise taxes and income taxes. Our profitability will depend on generating enough revenues to cover variable expenses, such as payroll and marketing, as well as largely fixed expenses, such as property taxes and interest expense. From time to time, state and local governments have increased gaming taxes and such increases could significantly impact the profitability of our gaming operations.

Our operations are generally subject to significant revenue-based taxes and fees in addition to normal federal, state and local income taxes, and such taxes and fees are subject to increase at any time. In addition, from time to time, federal, state and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. Further, worsening economic conditions could intensify the efforts of applicable state and local governments to raise revenues through increases in gaming taxes and/or property taxes. It is not possible to determine with certainty the likelihood of changes in tax laws in these jurisdictions or in the administration of such laws. Such changes, if adopted, could adversely affect our business, financial condition and results of operations. Any material increase, or the adoption of additional taxes or fees, could adversely affect our future financial results.

There can be no assurance that governments in Illinois or Chicago, or the federal government, will not enact legislation that increases gaming tax rates. General economic pressures have the potential to reduce revenues of state and local governments from traditional tax sources, which may cause state legislatures or the federal government to be more inclined to increase gaming tax rates.

If we fail to detect fraud, theft or cheating, including by our users and employees, our reputation may suffer which could harm our brand and reputation and negatively impact our business, financial condition and results of operations and can subject us to investigations and litigation.

We may incur losses from various types of financial fraud, including use of stolen or fraudulent credit card data, claims of unauthorized payments by a customer and attempted payments by customer with insufficient funds. Bad actors use increasingly sophisticated methods to engage in illegal activities involving

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personal information, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card details, bank account information and mobile phone numbers and accounts. Under current credit card practices, we may be liable for use of funds at our temporary casino and our permanent casino and resort with fraudulent credit card data, even if the associated financial institution approved the credit card transaction.

Acts of fraud may involve various tactics, including collusion. Successful exploitation of our systems could have negative effects on our product offerings, services and customer experience and could harm our reputation. Failure to discover such acts or schemes in a timely manner could result in harm to our operations. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition and results of operations. In the event of the occurrence of any such issues with our proposed product offerings, substantial engineering and marketing resources and management attention, may be diverted from other projects to correct these issues, which may delay other projects and the achievement of our strategic objectives.

In addition, any misappropriation of, or access to, customer’s or other proprietary information or other breach of our information security could result in legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, including for failure to protect personal information or for misusing personal information, which could disrupt our operations, force us to modify our business practices, damage our reputation and expose us to claims from our customers, regulators, employees and other persons, any of which could have an adverse effect on our business, financial condition and results of operations.

Despite measures we will take to detect and reduce the occurrence of fraudulent or other malicious activity in our temporary casino and our permanent casino and resort, we cannot guarantee that any of our measures will be effective or will scale efficiently with our business. Our failure to adequately detect or prevent fraudulent transactions could harm our reputation or brand, result in litigation or regulatory action and lead to expenses that could adversely affect our business, financial condition and results of operations.

We have limited operating history.

We have limited operating history and there can be no assurance that our proposed plan of business can be realized in the manner contemplated and, if it cannot be, holders of our stock may lose all or a substantial part of their investment. There is no guarantee that it will ever realize any significant operating revenues or that its operations will ever be profitable. As we have limited operational history, it is extremely difficult to make accurate predictions and forecasts on our finances.

We are largely dependent on the skill and experience of management and key personnel.

Our officers, directors and key employees either are or will be required to file applications with the Illinois Gaming Board, and are required to be licensed or found suitable by such authority. If the Illinois Gaming Board were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. Furthermore, the Illinois Gaming Board may require us to terminate the employment of any person who refuses to file appropriate applications. Either result could significantly impair our operations. The time and effort needed to successfully complete the application process could impact our ability to attract, hire and retain top talent.

We are subject to risks associated with labor relations, labor costs and labor disruptions.

We are subject to the costs and risks generally associated with labor disputes and organizing activities related to unionized labor. From time to time, our operations may be disrupted by strikes, public demonstrations or other coordinated actions and publicity. We may incur increased legal costs and indirect labor costs as a result of contractual disputes, negotiations or other labor-related disruptions.

We may incur impairments to indefinite-lived intangible assets or long-lived assets.

We will monitor the recoverability of our long-lived assets, such as buildings in our permanent casino and resort, and evaluate their carrying value for impairment whenever events or changes in circumstances

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indicate that the carrying amount of such assets may not be fully recoverable. We intend to perform interim reviews whenever events or changes in circumstances indicate that impairment may have occurred. If the testing performed indicates that impairment has occurred, we will be required to record a non-cash impairment charge for the difference between the carrying value and fair value of the long-lived assets or the carrying value and fair value of the reporting unit, in the period the determination is made. The testing of long-lived assets for impairment will require us to make estimates that are subject to significant assumptions about our future revenue, profitability, cash flows, fair value of assets and liabilities, weighted average cost of capital, as well as other assumptions. Changes in these estimates, or changes in actual performance compared with these estimates, may affect the fair value of long-lived assets or reporting unit, which may result in an impairment charge.

We cannot accurately predict the amount or timing of any impairment of assets. Should the value of long-lived assets become impaired, our financial condition and results of operations may be adversely affected.

We anticipate that our operations will be subject to seasonal variations and quarterly fluctuations in operating results.

Casino and hotel operations are subject to seasonal variation. Seasonal weather conditions can frequently adversely affect transportation routes to Chicago and may cause snowfall, flooding and other effects that result in the closure of our temporary casino or our permanent casino and resort. In addition, any sports betting business we open in our casino and resort may experience seasonality based on the relative popularity of certain sports at different parts of the year. As a result, unfavorable seasonal conditions could have a material adverse effect on our business, financial condition and results of operations.

Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results.

We are a large consumer of electricity and other energy in Chicago and, therefore, higher energy prices may have an adverse effect on our results of operations. Accordingly, increases in energy costs may have a negative impact on our operating results. Additionally, higher electricity and gasoline prices that affect our customers may result in reduced visitation to our temporary casino or our permanent casino and resort and a reduction in our revenues. We may be indirectly impacted by regulatory requirements aimed at reducing the impacts of climate change directed at up-stream utility providers, as we could experience potentially higher utility, fuel and transportation costs.

Our insurance and self-insurance programs, through Bally’s Corporation, may not be adequate to cover future claims.

Although we maintain insurance that we believe is customary and appropriate for our business at this stage of our operations, we cannot assure you that insurance will be available or adequate to cover all losses and damage to which our business or our assets might be subjected in current or future periods. We use a combination of insurance and self-insurance, through Bally’s Corporation, to provide for potential liabilities, including employee healthcare benefits, up to certain stop-loss amounts which limit our exposure above the amounts we have self-insured. We estimate the liabilities and required reserves associated with the risks we retain. Any such estimates and actuarial projection of losses is subject to a considerable degree of variability. A considerable increase in claims as a result of a pandemic, including as a result of the COVID-19 pandemic, could have a material adverse effect on our business, financial condition or results of operations. If actual losses incurred are greater than those anticipated, our reserves may be insufficient and additional costs could be recorded in our consolidated financial statements. If we suffer a substantial loss that exceeds our self-insurance reserves, and any excess insurance coverage, the loss and attendant expenses could harm our business, financial condition or results of operations. The lack of adequate insurance for certain types or levels of risk could expose us to significant losses in the event that a catastrophe occurred for which we are uninsured or underinsured. Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to find replacements or repairs for destroyed property and reduce the funds available for payments of our obligations. We renew our insurance policies on an annual basis. The cost of coverage may become so high that we may need to further reduce our policy limits, further increase our deductibles or agree to certain exclusions from our coverage.

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Natural disasters, such as major hurricanes, typhoons, tornados, floods, fires and earthquakes, could adversely affect our business and operating results.

Catastrophic events, such as terrorist attacks and global and regional conflicts (e.g., the war in Ukraine and conflict in the Middle East), have had a negative effect on travel and leisure expenditures, including lodging, gaming (in some jurisdictions) and tourism. We cannot accurately predict the extent to which such events may affect us, directly or indirectly, in the future.

Public health crises may also significantly impact our business. For example, the global spread of the COVID-19 pandemic, which began in early 2020, resulted in governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation, stay-at-home directives, requirements that individuals wear masks or other face coverings, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, cancellation of events, including sporting events, concerts, conferences and meetings and quarantines and lock-downs. The pandemic and its consequences dramatically reduced travel and demand for hotel rooms and other casino resort amenities. There are no assurances that a resurgence of future COVID-19 variants or future pandemics will not cause similar disruptions.

There can be no assurance that we will be able to obtain or choose to purchase any insurance coverage with respect to occurrences of catastrophic events, such as those described above. If there is a prolonged disruption at our facilities due to natural disasters, terrorist attacks, wars, public health crises or other catastrophic events, our results of operations and financial condition would be adversely affected.

We may be unable to obtain business interruption coverage for casualties resulting from severe weather such as hurricanes, and there can be no assurance that we will be able to obtain casualty insurance coverage at affordable rates, if at all, for casualties resulting from severe weather.

The Host Community Agreement with the City of Chicago provides for certain community investment obligations, with which the failure to comply could have a material adverse effect on our financial condition and results of operations. The Illinois Gambling Act requires that, as an applicant for an owner’s license to operate the casino, we provide evidence of our best efforts to attain certain ownership goals and that the Illinois Gaming Board take our ownership into account when determining whether to grant that license. Consistent with that requirement, the Host Community Agreement requires that 25% of Bally’s Chicago OpCo’s equity be owned by individuals that are women or Minorities or woman- 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, and will continue for no less than five years thereafter. We have also agreed to meet or exceed the goals, as specified in the agreement, for contracting with city-based businesses for the design and construction of our permanent casino and resort and the provision of goods and services to our permanent casino and resort; meet or exceed the hiring of the minimum number of employees as specified in the agreement; meet or exceed the goals, as specified in the agreement, for work hours for construction work by city residents and residents of the area surrounding our permanent casino and resort; meet or exceed the goals for hiring specific percentages of city residents, women, Minorities, veterans and persons with a disability; satisfy the requirements for business utilization and building wealth and increasing employment in disadvantaged communities, prioritize hiring of city residents and achieve a diverse workforce; and satisfy the requirements for locally sourcing goods and services as specified in the agreement. In addition, we have also agreed to establish, fund and maintain human resource hiring and training practices and comply with certain workforce development plans. Any failure to comply with these obligations, or if the City of Chicago disagrees with our determination and determines that certain owners do not satisfy the Class A Qualification Criteria, it may result in an event of default under the agreement, and the City of Chicago will have the right, among others, to exercise any and all remedies available at law or in equity,

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terminate the agreement, and institute and prosecute proceedings to enforce in whole or in part the specific performance of the agreement by us. In addition, recent public scrutiny of business diversity initiatives, particularly in governmental contracting and other programs, may result in challenges to the community investment obligations required by the City under the Host Community Agreement. See “Business —Our Relationship with Chicago — Community Investment Program” for additional information.

Risks Related to Our Relationship with Bally’s

Bally’s Chicago HoldCo controls the direction of our business, and the concentrated ownership of our stock will prevent you and other stockholders from influencing significant decisions.

Following the closing of this offering and the concurrent private placements and the consummation of the Transactions, as the sole holder of our Class B Interests, Bally’s Chicago HoldCo, a wholly-owned subsidiary of Bally’s Corporation, will hold 75% of the voting power in the Company, in addition to its interests under the Subordinated Loans and its LLC Interests in Bally’s Chicago OpCo and its obligations under the Post-IPO Capital Commitment. As long as Bally’s Chicago HoldCo continues to control stock representing a majority of our combined voting power, it will generally be able to determine the outcome of all corporate actions requiring stockholders’ approval. Even if Bally’s Chicago HoldCo were to control less than a majority of our combined voting power, it may be able to influence the outcome of corporate actions so long as it owns a significant portion of our combined voting power. If Bally’s Chicago HoldCo does not sell or otherwise dispose of its Class B Interests, Bally’s Chicago HoldCo could retain control over us for an extended period of time or indefinitely.

Investors in this offering may not be able to affect the outcome of any stockholders’ vote while Bally’s Chicago HoldCo controls the majority of our combined voting power. Bally’s Chicago HoldCo thus will be able to elect a majority or more of the members of our Board, which in turn will be able to influence all matters affecting us, including, among other things:

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any determination with respect to our business direction and policies, including the appointment and removal of officers and, in the event of a vacancy on our Board, additional or replacement directors;

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any determinations with respect to mergers, business combinations or disposition of assets;

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determination of our management policies;

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determination of the composition of the committees on our Board;

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our financing policy;

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our compensation and benefit programs and other human resources policy decisions;

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termination of, changes to or determinations under our agreements with Bally’s;

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changes to any other agreements that may adversely affect us; and

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the payment of dividends.

See “Description of Capital Stock.” Moreover, pursuant to the Stockholders Agreement, Bally’s Chicago HoldCo will have veto rights over any transactions involving: (i) change in control transactions of our company or any of our subsidiaries, including Bally’s Chicago OpCo, (ii) acquiring or disposing of assets or any business enterprise or division thereof for consideration in excess of $50.0 million in any single transaction or series of transactions, (iii) increasing or decreasing the size of our board of directors, (iv) initiating any liquidation, dissolution, bankruptcy, or other insolvency proceeding involving us or any of our subsidiaries, including Bally’s Chicago OpCo, and (v) any transfer, issue, sale, or disposition by us of any shares of stock, other equity securities, equity-linked securities, or securities that are convertible into equity securities of us or our subsidiaries to any person or entity that is a non-strategic financial investor in a private placement transaction or series of transactions. Because Bally’s Chicago HoldCo has interests in and obligations to us and Bally’s Chicago OpCo that differ from those of other constituencies, and its interests may differ from ours or from those of our other stockholders, actions that Bally’s Chicago HoldCo takes with respect to us, as our controlling stockholder, may not be favorable to us or our stockholders.

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If Bally’s Chicago HoldCo sells a controlling interest in our Company to a third party in a private transaction, you may not realize any change-of-control premium on our Class A Interests, and we may become subject to the control of a presently unknown third party.

Following the closing of this offering and the concurrent private placements and the consummation of the Transactions, Bally’s Chicago HoldCo, a wholly-owned subsidiary of Bally’s, will hold 75% of our combined voting power. Bally’s Chicago HoldCo’s will have the ability, should it choose to do so, to sell some or all of these Class B Interests in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of our Company.

The ability of Bally’s Chicago HoldCo to privately sell the Class B Interests, with no requirement for a concurrent offer to be made to acquire all of our Class A Interests, could prevent you from realizing any change-of-control premium on your Class A Interests that may otherwise accrue to Bally’s Chicago HoldCo on its private sale of Class B Interests. Additionally, if Bally’s Chicago HoldCo’s sells Class B Interests representing a significant portion of our stock, we may become subject to the control of a presently unknown third party. Such third party may have conflicts of interest with those of other stockholders. In addition, if Bally’s Chicago HoldCo sells a controlling interest in our Company to a third party, any debt financing we secure in the future may be subject to acceleration, Bally’s subsidiary, BMG, may terminate the Permanent Services Agreement, the Temporary Services Agreement and other arrangements, and our other relationships and agreements could be impacted, all of which may adversely affect our ability to run our business as described herein and may have a material adverse effect on our results of operations, cash flows and financial condition.

Bally’s Chicago HoldCo’s interests may conflict with our interests and the interests of the other holders of our stock. Conflicts of interest between Bally’s Chicago HoldCo’s and us could be resolved in a manner unfavorable to us and the other holders of our stock.

Various conflicts of interest between us and Bally’s Chicago HoldCo’s could arise. Stock of our directors and officers in the stock of Bally’s, or a person’s service either as a director or officer of both companies, could create or appear to create potential conflicts of interest when those directors and officers are faced with decisions relating to our Company. These decisions could include:

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corporate opportunities;

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the impact that operating decisions for our business may have on Bally’s consolidated financial statements;

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differences in tax positions between Bally’s and us;

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the impact that operating or capital decisions (including the incurrence of indebtedness) for our business may have on Bally’s current or future indebtedness or the covenants under that indebtedness;

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future, potential commercial arrangements between Bally’s and us or between Bally’s and third parties;

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business combinations involving us;

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our dividend policy;

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Bally’s exercising their right under the Guarantee Agreement to cause Bally’s Chicago OpCo and its subsidiaries to guarantee Bally’s indebtedness;

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Bally Chicago Holdco’s exercising their rights under the Stockholders Agreement;

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management interest ownership; and

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intercompany agreements between Bally’s and us.

Furthermore, disputes may arise between Bally’s and us relating to our past and ongoing relationship and these potential conflicts of interest may make it more difficult for us to favorably resolve such disputes, including those related to:

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tax, employee benefits, indemnification and other matters arising from this offering;

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the nature, quality and pricing of services Bally’s agrees to provide to us;

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sales or other disposals by Bally’s Chicago HoldCo of all or a portion of the Class B Interests; and

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business combinations involving us.

We may not be able to resolve any potential conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party. While we are controlled by Bally’s Chicago HoldCo, we may not have the leverage to negotiate amendments to our agreements with Bally’s, if required, on terms as favorable to us as those we would negotiate with an unaffiliated third party.

The interests of Bally’s major shareholders may differ from your interests.

As of September 30, 2024, Noel Hayden owned 12.18% of Bally’s shares of common stock and Standard RI Ltd (“Standard”) owned 26.11% of Bally’s shares of common stock. Standard General L.P. serves as investment manager to Standard and, in that capacity, exercises voting and investment control over the shares held by Standard. Soohyung Kim, Chairman of Bally’s, is the managing partner and chief investment officer of Standard General L.P. As a result, Noel Hayden, Standard, Standard General L.P. and Soohyung Kim (the “Bally’s majority shareholders”) have the ability to directly or indirectly exert significant influence over certain aspects of Bally’s business and affairs through the election of directors and vote on corporate actions requiring shareholder approval.

This concentration of ownership could also deter a change in control of our Company and make the approval of some transactions difficult without the support of the Bally’s majority shareholders. The relationship between the Bally’s majority shareholders and Bally’s may give rise to conflicts of interest with respect to, among other things, transactions and agreements among other entities controlled by the Bally’s majority shareholders and us, issuances of additional securities and the election of directors. To the extent the interests of the Bally’s majority stockholders diverge from our interests, they may exercise their influence over us in favor of their own interests over our interests. Similarly, the interests of the Bally’s majority stockholders may differ from or conflict with your interests as a holder of the Class A Interests.

Certain of our directors and officers may have actual or potential conflicts of interest because of their positions with Bally’s.

Following the closing of this offering, certain of our directors and officers will retain their positions with Bally’s. In addition, they may own Bally’s stock, options to purchase Bally’s stock or other Bally’s equity awards. These individuals’ holdings of Bally’s stock, options to purchase Bally’s stock or other equity awards may be significant compared to their total assets. Their positions at Bally’s and the ownership of any Bally’s equity or equity awards creates, or may create the appearance of, conflicts of interest when they are faced with decisions that could have different implications for Bally’s than the decisions have for us.

Our amended and restated certificate of incorporation to be in effect prior to the closing of this offering will limit Bally’s Chicago HoldCo liability to us or you for certain breaches of fiduciary duty and could also prevent us from benefiting from corporate opportunities that might otherwise have been available to us.

Our amended and restated certificate of incorporation to be in effect prior to the closing of this offering, which will become effective immediately prior to the closing of this offering, will provide that, to the fullest extent permitted by the laws of the State of Delaware, Bally’s Chicago HoldCo will have no obligation to refrain from:

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engaging in the same or similar business activities or lines of business as we do; or

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competing, directly or indirectly, with us or any of our subsidiaries.

Under our amended and restated certificate of incorporation to be in effect prior to the closing of this offering, to the fullest extent permitted by law, Bally’s Chicago HoldCo will not be liable to us, our subsidiaries or to our stockholders for certain breaches of any fiduciary duty solely by reason of any of these activities.

Additionally, our amended and restated certificate of incorporation to be in effect prior to the closing of this offering will include a “corporate opportunity” waiver provision in which we renounce any interests

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or expectancy in corporate opportunities which become known to any of our directors or stockholders who are not employed by the Company or its subsidiaries. Generally, to the fullest extent permitted by law, neither Bally’s Chicago HoldCo nor our directors will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such person (i) pursues or acquires any corporate opportunity for the account of Bally’s Chicago HoldCo or its affiliates, (ii) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to Bally’s Chicago HoldCo or its affiliates, or (iii) does not communicate information regarding such corporate opportunity to us unless the potential transaction or corporate opportunity is expressly offered to our director in his or her capacity as a director of the Company. The corporate opportunity provision may exacerbate conflicts of interest between Bally’s and us because the provision may permit one of our directors who also serves as a director, officer, employee or other affiliate of Bally’s to choose to direct a corporate opportunity to Bally’s instead of us.

Bally’s will not be restricted from competing with us in our casino and resort business, including as a result of acquiring a company that operates a casino and resort business. Due to the significant resources of Bally’s, including financial resources, name recognition and know-how resulting from the management of our business, Bally’s could have a significant competitive advantage over us should it decide to utilize these resources to engage in the type of business we conduct, which may cause our operating results and financial condition to be materially adversely affected.

Third parties may seek to hold us responsible for liabilities of Bally’s, which could result in a decrease in our income.

Third parties may seek to hold us responsible for Bally’s liabilities. If those liabilities are significant and we are ultimately held liable for them, we cannot assure that we will be able to recover the full amount of our losses from Bally’s.

We may not achieve some or all of the anticipated benefits of being a standalone public company.

We may not be able to achieve all of the anticipated strategic and financial benefits expected as a result of being a standalone public company, or such benefits may be delayed or not occur at all. These anticipated benefits include the following:

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allowing investors to evaluate the distinct merits, performance and future prospects of our business, independent of Bally’s other businesses;

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improving our strategic and operational flexibility and increasing management focus as we continue to implement our strategic plan and allowing us to respond more effectively to different player needs and the competitive environment for our business;

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allowing us to adopt a capital structure better suited to our financial profile and business needs, without competing for capital with Bally’s other businesses;

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creating an independent equity structure that will facilitate our ability to effect future acquisitions utilizing our stock; and

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facilitating incentive compensation arrangements for employees more directly tied to the performance of our business, and enhancing employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives of our business.

We may not achieve the anticipated benefits of being a standalone public company for a variety of reasons, and it could adversely affect our operating results and financial condition.

We rely on our access to Bally’s brands and reputation and some of Bally’s relationships.

We believe the association with Bally’s will contribute to our building relationships with our players due to its recognized brands and products. Any perceived loss of Bally’s scale, capital base and financial strength may prompt our business partners to reprice, modify or terminate their relationships with us. In addition, any future reduction of Bally’s ownership of our Company may affect our then current and future

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business relationships. We cannot predict with certainty the effect any of these perceived loss and ownership reductions will have on our business.

The services that we receive from Bally’s subsidiary, BMG, may not be sufficient for us to operate our business, and we would likely incur significant incremental costs if we lost access to BMG’s services.

If we lost access to the services provided to us by BMG under these agreements, we would need to replicate or replace certain functions, systems and infrastructure. We may also need to make investments or hire additional employees to operate without the same access to Bally’s existing operational and administrative infrastructure. These initiatives may be costly to implement. The amount of total costs could be materially higher than our estimate, and the timing of the incurrence of these costs could be subject to change.

We may not be able to replace the services or enter into appropriate third-party agreements on terms and conditions, including cost, comparable to those that we will receive from BMG under the Permanent Services Agreement and the Temporary Services Agreement. Additionally, if such agreements are terminated, we may be unable to sustain the services at the same levels or obtain the same benefits as when we were receiving such services and benefits from BMG. If we have to operate these functions separately, if we do not have our own adequate systems and business functions in place or if we are unable to obtain them from other providers, we may not be able to operate our business effectively or at comparable costs, and our profitability may decline. In addition, we have historically received informal support from Bally’s and BMG, which might not be addressed in our services agreement. The level of this informal support could diminish or be eliminated following this offering.

While we are controlled by Bally’s, we may not have the leverage to negotiate amendments to our agreement with BMG and any agreements with Bally’s, if required, on terms as favorable to us as those we would negotiate with an unaffiliated third party.

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We may have received better terms from unaffiliated third parties than the terms we have received and will receive in our agreements with Bally’s and its affiliates.

The agreements that we have entered and will enter into with Bally’s and its affiliates in connection with this offering, including the Permanent Services Agreement and the Temporary Services Agreement, have been and will have been prepared while we were still a wholly-owned subsidiary of Bally’s. As a result, the terms of those agreements may not reflect terms that would have resulted if we had negotiated such terms with an unaffiliated third party.

We currently are dependent on Bally’s for various support services.

We are dependent on the services of Bally’s to provide us with various support services, including legal, accounting, finance, operational support and oversight, marketing, employee management and customer support services. See “Transactions with Related Persons — Permanent Services Agreement” and “Transactions with Related Persons — Temporary Services Agreement.”

Our ability to successfully develop our permanent casino and resort on time and on budget is dependent to a large degree on the skills and efforts of employees of Bally’s. However, these individuals will not be our employees and they will not be devoting all of their time and attention to the development of our permanent casino and resort. If we or Bally’s are unable to retain the services of our or its employees or if those employees do not devote sufficient time and attention to the development of our permanent casino and resort, we may be unable to open our permanent casino and resort on time and within our estimated budget, or at all.

Bally’s involvement with other projects may adversely affect our permanent casino and resort.

As of September 30, 2024, Bally’s Corporation owns and manages 15 land-based casinos in ten states across the United States, one golf course in New York, and one horse racetrack in Colorado. As numerous regulatory approvals, licenses and permits are required for the development and management of these other properties, Bally’s must devote significant funds, in addition to human and other resources, to meet its obligations with respect to these properties. As resources are expended for these other properties, the resources available for the development and management of our permanent casino and resort may be diverted, which may have a material adverse effect on the development and construction of our permanent casino and resort and our business, financial condition, results of operations and ability to make payments on the notes.

Various subsidiaries of Bally’s operate in the same industries and may in certain instances compete against each other and us for customers and business.

In addition to our Company, as of September 30, 2024, Bally’s owns and manages 15 land-based casinos in ten states across the United States, one golf course in New York, and one horse racetrack in Colorado operating under Bally’s brand. Its land-based casino operations include approximately 14,800 slot machines, 500 table games and 3,800 hotel rooms, along with various restaurants, entertainment venues and other amenities. To the extent there is an overlap regarding the customers which Bally’s targets and the markets in which it operates, the subsidiaries of Bally’s may compete against each other for customers and business.

The interests of Bally’s Chicago HoldCo as the owner of the Subordinated Loans may differ from our and your interests.

In connection with this offering, we intend to enter into a subordinated loan agreement with Bally’s Chicago HoldCo pursuant to which Bally’s Chicago HoldCo, as lender, will make the Subordinated Loans to us, as borrower, in various tranches and at varying amounts based on the total number of shares sold in this offering. The Subordinated Loans will bear interest at a rate equal to 11.0% per annum, compounding quarterly. Principal and interest payments on the Subordinated Loans will be paid by us by withholding discretionary distributions that would otherwise be made by us to the investors with the corresponding Class A Interests, and applying such distributions to reduce amounts outstanding under the applicable Subordinated Loans. In connection with the consummation of the Transactions. See “Subordinated Loans.”

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The Subordinated Loans and Bally’s Chicago HoldCo’s ability to influence our business may give rise to conflicts of interest with respect to, among other things, the timing and amount of payments on the Subordinated Loans. To the extent the interests of Bally’s Chicago HoldCo’s diverge from our interests, Bally’s Chicago HoldCo may exercise their influence over us in favor of its own interests over our interests. Similarly, the interests of Bally’s Chicago HoldCo may differ from or conflict with your interests as a holder of Class A Interests.

We do not own Bally’s brands and expect to license the brands from an affiliate; if this license were to be terminated, it could negatively impact our business.

We expect to enter into a license agreement with BMG, another subsidiary of Bally’s, granting us the right to use certain trademarks and service marks, including the Bally’s marks. We expect that the license will be terminable in the event of an uncured material breach or in the event we are no longer an affiliate of BMG. If this license were to be terminated, we would be forced to rebrand, which could be costly, result in the loss of customers, and have a material adverse effect on the results of our operations.

Our business depends on the quality and reputation of the Bally’s brands.

All of our products and services are offered under the Bally’s brand names, and we intend to continue to develop and offer products and services under the Bally’s brands. The concentration of our products and services under these brands may expose us to risks of brand deterioration or reputational decline, that are greater than if our portfolio were more diverse. Furthermore, as we are not the owner of the Bally’s brands, any failure by Bally’s to protect the Bally’s brands could reduce their value and also harm our business.

If third parties claim that we infringe upon their intellectual property rights, our operating results could be adversely affected.

We face the risk of claims that we have infringed third parties’ intellectual property rights. Any claims of trademark or other intellectual property infringement, even those without merit, could (i) be expensive and time consuming to defend; (ii) require us to rebrand or otherwise modify our operations; (iii) divert management’s attention and resources or (iv) require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property. Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us of third party intellectual property infringement could result in our being required to pay significant damages, enter into costly license or royalty agreements, or cease the infringing activity, any of which could have a material adverse effect on the results of our operations.

There is no guarantee that Bally’s Chicago HoldCo will provide the Post-IPO Capital Commitment

In connection with the Transactions, Bally’s Chicago OpCo intends to issue 30,000 LLC Interests to Bally’s Chicago HoldCo in exchange for the $ Intercompany Notes Cancellation and the $ Post-IPO Capital Commitment. However, the Post-IPO Capital Commitment is subject to numerous risks and we cannot guarantee that Bally’s Chicago HoldCo will provide the Post-IPO Capital Commitment in the future. For example, Bally’s Chicago HoldCo may face liquidity constraints, potentially lacking the financial resources necessary to fulfill the Post-IPO Capital Commitment due to operational challenges, unexpected expenses or broader economic conditions affecting its financial position. Additionally, Bally’s Chicago HoldCo’s current or future agreements governing its indebtedness may impose restrictions that prevent or limit its ability to make the Post-IPO Capital Commitment, as covenants or other terms within these agreements could restrict cash outflows or require lender consent. In the event that Bally’s Chicago HoldCo is unable to provide the Post-IPO Capital Commitment upon our request and we pursue litigation to enforce the payment, there may be challenges regarding the enforceability of an equity commitment under Delaware law, with legal uncertainties or disputes over the terms and conditions that may not allow to enforce such payment. Lastly, we may also choose not to request funding under the Post-IPO Capital Commitment and instead pursue alternative financing options, such as debt financing, influenced by market conditions, interest rates, or other strategic considerations. In the event the Post-IPO Capital Contribution is not provided, it could materially and adversely affect our financial condition, results of operations, and ability to execute our business strategy.

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Cybersecurity and Technology Risks

We currently engage, and intend to continue to engage, a number of third parties to provide gaming operating systems for our temporary casino and our permanent casino and resort. As a result, we currently rely, and will continue to rely, on such third parties to provide uninterrupted services in order to run our business efficiently and effectively. In the event one of these third parties experiences a disruption in its ability to provide such services (whether due to technological or financial difficulties or power problems), this may result in a material disruption to the wagering activity at our temporary casino and our permanent casino and resort, which could have a material adverse effect on our business, operating results and financial condition.

As we finalize construction and commence operating our permanent casino and resort, we expect the amount and types of product and services offerings to continue to grow and evolve, which will require an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy our customer’s needs. Such infrastructure expansion may be complex, and unanticipated delays or limited availability of components may lead to increased project costs, operational inefficiencies or interruptions in the delivery or degradation of the quality of our offerings. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after we have started to fully use the underlying equipment or software, that could further degrade the customer experience or increase our costs. As such, we could fail to continue to effectively scale and grow our technical infrastructure to accommodate increased customer demands. Any unscheduled interruption in our technology services is likely to result in an immediate, and possibly substantial, loss of revenues due to a shutdown of our gaming operations, cloud computing and lottery systems.

We believe that if our users have a negative experience with our offerings, or if our brand or reputation is negatively affected, users may be less inclined to continue or resume utilizing our products or recommend our platform to other potential users. As such, a failure or significant interruption in our service would harm our reputation, business and operating results.

We are reliant on the reliability and viability of Internet infrastructure, which is out of our control, and the proper functioning of our own network systems.

The growth of Internet usage has caused interruptions and delays in processing and transmitting data over the Internet. There can be no assurance that Internet infrastructure or our own network systems will continue to be able to support the demands placed on them by the continued growth of the Internet, the overall gambling industry or that of our customers. The Internet’s viability could be affected by delays in the development or adoption of new standards and protocols to handle increased levels of Internet activity or by increased government regulation. The introduction of legislation or regulations requiring Internet service providers in any jurisdiction to block access to our websites and products may restrict the ability of our customers to access products and services offered by us. Such restrictions, should they be imposed, could have a material adverse effect on our business, financial condition and results of operations.

If critical issues concerning the commercial use of the Internet are not favorably resolved (including security, reliability, cost, ease of use, accessibility and quality of service), if the necessary infrastructure is not sufficient or if other technologies and technological devices eclipse the Internet as a viable channel, this may negatively affect Internet usage, and our business, financial condition and results of operations will be materially adversely affected. Additionally, the increasing presence of viruses and cyber-attacks may affect the viability and infrastructure of the Internet and/or the proper functioning of our network systems and could materially adversely affect our business, financial condition and results of operations.

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Our business may be harmed from cybersecurity incidents, and we may be subject to legal claims if there is loss, disclosure or misappropriation of or access to our customers’, business partners’ or our own information or other breaches of information security.

We intend to make extensive use of online services and centralized data processing, including through third-party service providers. The secure maintenance and transmission of customer information will be a critical element of our operations. Our information technology and other systems, or those of service providers and business partners, that maintain and transmit customer or employee information may be compromised by a malicious third-party penetration of our network security, or that of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by our employees, or those of a third-party service provider or business partner. As a result, our customers’ or employee’s information may be lost, disclosed, accessed or taken without our customers’ or employees’ consent.

In addition, we expect that third-party service providers and other business partners will process and maintain proprietary business information and data related to our employees, customers, suppliers and other business partners. The information technology and other systems that we design and implement to maintain and transmit this information, or those of service providers or business partners, may also be compromised by a malicious third-party penetration of our network security or that of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by our employees or those of a third-party service provider or business partner. As a result, our business information or customer, supplier and other business partner data may be lost, disclosed, accessed or taken without consent.

Any such loss, disclosure or misappropriation of, or access to, customers’ or business partners’ information or other breach of our information security can result in legal claims or legal proceedings, including regulatory investigations and actions, may have a serious impact on our reputation and may adversely affect our business, operating results and financial condition. Furthermore, the loss, disclosure or misappropriation of our business information may adversely affect our reputation, business, operating results and financial condition.

Risks Related to Our Indebtedness

Our existing and future indebtedness may limit our operating and financial flexibility.

In connection with the closing of this offering, we expect to incur up to $ million of Subordinated Loans in connection with the issuance of the Class A Interests. Our current and future indebtedness may have important negative consequences for us, including:

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limiting our ability to satisfy obligations;

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increasing vulnerability to general adverse economic and industry conditions;

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limiting flexibility in planning for, or reacting to, changes in our businesses and the markets in which we conduct business;

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increasing vulnerability to, and limiting our ability to react to, changing market conditions, changes in industry and economic downturns;

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limiting our ability to obtain additional financing to fund working capital requirements, capital expenditures, debt service, general corporate or other obligations;

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subjecting us to a number of restrictive covenants that, among other things, limit our ability to pay dividends and distributions, pay principal or interest on junior indebtedness, including the Subordinated Loans, make acquisitions and dispositions, borrow additional funds and make capital expenditures and other investments;

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limiting our ability to use operating cash flow in other areas of our business because we must dedicate a significant portion of these funds to make principal and/or interest payments on outstanding debt;

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causing our failure to comply with the financial and restrictive covenants contained in our current or future indebtedness could cause a default under such indebtedness (or our other indebtedness) and which, if not cured or waived, could adversely affect us; and

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affecting our ability to renew gaming and other licenses necessary to conduct our business.

Though we have significant amounts of indebtedness outstanding, we may issue or incur additional indebtedness to fund our operations, including as necessary to execute on our growth strategy. Further, we may incur other liabilities that do not constitute indebtedness. The risks that we face based on our outstanding indebtedness may intensify if we incur additional indebtedness or financing obligations in the future.

Our ability to make payments on and refinance our indebtedness and to fund our operations and capital expenditures will depend upon our ability to generate cash flow and secure financing in the future. Our ability to generate future cash flow depends, among other things, upon:

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the timing of finalizing construction and development of our permanent casino and resort;

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our ability to obtain regulatory licenses to operate our temporary casino and our permanent casino and resort;

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our temporary casino’s operating performance and our permanent casino and resort’s future operating performance once it begins operations;

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general economic conditions;

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competition;

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legislative and regulatory factors affecting our operations and businesses; and

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our future operating performance.

Some of these factors will be beyond our control. There can be no assurance that our temporary casino or our permanent casino and resort will generate cash flow from operations or that future debt or equity financings will be available to us to enable us to pay our indebtedness or to fund other needs. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. The inability to generate cash flow could result in us needing to refinance all or a portion of our indebtedness on or before maturity, including through the issuance of additional debt or equity securities. If needed, there can be no assurance that we will be able to refinance any of our indebtedness on favorable terms, or at all. Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could adversely affect our financial condition.

We and Bally’s Chicago OpCo will guarantee Bally’s Corporation’s indebtedness, the amount of which will be significant.

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permitted under the instruments governing Bally’s Corporation’s indebtedness (assuming full borrowing of all outstanding commitments under Bally’s Corporation’s revolving credit facilities outstanding at such time). Furthermore, we and Bally’s Chicago OpCo intend to enter into the Guarantee Agreement with Bally’s Corporation, pursuant to which, at any time in the future, upon request from Bally’s Corporation, we and Bally’s Chicago OpCo will guarantee, and cause each of our wholly-owned subsidiaries to guarantee, any additional indebtedness that Bally’s Corporation enters into at any time in the future. The amount of Bally’s Corporation’s indebtedness guaranteed by us and Bally’s Chicago OpCo is significant, and the failure of Bally’s to service its indebtedness and comply with the covenants thereunder, or refinance such indebtedness on favorable terms, could adversely affect our financial condition.

If Bally’s Corporation or its subsidiaries are unable to generate sufficient cash to service all of its obligations, including, without limitation, indebtedness and lease obligations, they may default, and we, as guarantors of its obligations, may be forced to take other actions to fund the satisfaction of our obligations as guarantors, which may not be successful.

If the cash flow of Bally’s Corporation or its subsidiaries is insufficient to fund its obligations, including, without limitation, indebtedness and lease obligations, then Bally’s Corporation and/or its subsidiaries will be in default and holders of those obligations could declare all outstanding principal and interest to be due and payable. As guarantors, we would be required to repay such obligations. As a result, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, raise additional debt or equity capital or restructure or refinance our indebtedness. However, we may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. Even if new financing were available, it may be on terms that are less attractive to us than our then existing indebtedness or it may not be on terms that are acceptable to us. In addition, the new agreements may restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. Thus, we may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. Moreover, pursuant to our and Bally’s Chicago OpCo guarantee of the obligations, including, without limitation, indebtedness and lease obligations of Bally’s Corporation and its subsidiaries, we will pledge our LLC Interests in Bally’s Chicago OpCo as collateral and Bally’s Chicago OpCo will mortgage the Chicago casino project to secure Bally’s Corporation’s obligations. If we are unable to generate enough cash to repay the obligations, including, without limitation, indebtedness and lease obligations of Bally’s Corporation or its subsidiaries, in the event of a default, the lenders under such obligations could foreclose against our assets securing such obligations and we could be forced into bankruptcy or liquidation.

Risks Related to Our Organizational Structure

Our principal asset after the completion of this offering and the concurrent private placements will be our interest in Bally’s Chicago OpCo, and, as a result, we will depend on distributions from Bally’s Chicago OpCo to pay our taxes and expenses. Bally’s Chicago OpCo’s ability to make such distributions may be subject to various limitations and restrictions.

Upon the closing of this offering and the concurrent private placements and the consummation of the Transactions, we will be a holding company and will have no material assets other than our ownership of LLC Interests. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of Bally’s Chicago OpCo and distributions we receive from Bally’s Chicago OpCo. There can be no assurance that Bally’s Chicago OpCo will generate sufficient cash from operations, which, among other things, may be impacted by debt service payments on our or Bally’s Chicago OpCo’s senior indebtedness, capital expenditures, potential expansion opportunities and the availability of financing alternatives, the need to service any future indebtedness or other liquidity needs and general industry and business conditions, including the pace of the construction and development of our permanent casino and resort in Chicago. In addition, any debt we or Bally’s Chicago OpCo may incur in the future is likely to restrict our and Bally’s Chicago OpCo ability to pay dividends or distributions, and such restriction may prohibit us and Bally’s Chicago OpCo from making distributions.

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Bally’s Chicago OpCo will report as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, any taxable income of Bally’s Chicago OpCo will be allocated to holders of LLC Interests, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of Bally’s Chicago OpCo. Under the terms of the Bally’s Chicago OpCo LLC Agreement, Bally’s Chicago OpCo will be obligated to make tax distributions to holders of LLC Interests, including us, to the extent it has distributable cash. In addition to tax expenses, we will also incur expenses related to our operations, which we expect could be significant. We intend, as its managing member, to cause Bally’s Chicago OpCo to make cash distributions to the owners of LLC Interests in an amount sufficient to (1) fund all or part of their tax obligations in respect of taxable income allocated to them and (2) cover our operating expenses. However, Bally’s Chicago OpCo’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Bally’s Chicago OpCo is then a party, including any debt or financing agreements, or any applicable law, or that would have the effect of rendering Bally’s Chicago OpCo insolvent. If we do not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have to borrow funds, including potentially from Bally’s and its affiliates if available, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. In addition, if Bally’s Chicago OpCo does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired. See “— Risks related to the offering and ownership of our Class A Interests” and “Dividend Policy.”

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.

We are subject to taxes by the U.S. federal, state and local tax authorities. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

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changes in the valuation of our deferred tax assets and liabilities;

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expected timing and amount of the release of any tax valuation allowances;

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tax effects of stock-based compensation;

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costs related to intercompany restructurings;

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changes in tax laws, tax treaties, regulations or interpretations thereof; or

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lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal, state and local taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act, including as a result of our ownership of Bally’s Chicago OpCo, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

We and Bally’s Chicago OpCo intend to conduct our operations so that we will not be deemed an investment company. As the sole managing member of Bally’s Chicago OpCo, we will control and operate

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Bally’s Chicago OpCo. On that basis, we believe that our interest in Bally’s Chicago OpCo is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of Bally’s Chicago OpCo, or if Bally’s Chicago OpCo itself becomes an investment company, our interest in Bally’s Chicago OpCo could be deemed an “investment security” for purposes of the 1940 Act.

We and Bally’s Chicago OpCo intend to conduct our operations so that we will not be deemed an investment company. If it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties and that third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company. If we were required to register as an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Risks Related to this Offering and Ownership of our Class A Interests

The structure of this offering may have an adverse effect on our business plan.

The placement agents are offering the Class A Interests in this offering on a best efforts basis. The placement agents are not required to purchase any securities, but will use their best efforts to sell the securities offered. Further, this offering is only being made to persons that attest to satisfying the Class A Qualification Criteria. As a “best efforts” and “limited” offering, there can be no assurance that the offering contemplated hereby will ultimately be consummated or will result in any proceeds being made available to us. The success of this offering will impact our ability to use the proceeds to execute our business plan.

Our Class A Interests will not have an active trading market and are subject to restrictions on transferability and redemption provisions, and you may find it difficult to sell your Class A Interests.

The Class A Interests are a new issue of securities, and we do not plan to list or display the Class A Interests on any securities exchange or interdealer market quotation system. There is no trading market for our Class A Interests and, due to transferability restrictions, an active market for our Class A Interests will not likely develop in the future. As such, our Class A Interests will have limited liquidity and holders of our Class A Interests may not be able to monetize their full investment in our Class A Interests, if at all.

In addition, our Class A Interests are also subject to restrictions on transferability and redemption provisions, each of which will individually and in the aggregate materially impact the ability of holders of our Class A Interests to transfer their Class A Interests following the closing of this offering. Our Class A Interests can only be transferred without our consent to Permitted Transferees. Additionally, our Class A Interests can only be transferred with our consent to individuals or entities that attest to satisfying the Class A Qualification Criteria, and, in the case of Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, only after the Subordinated Loan attributable to such class of Interests has been paid in full and such Interests are converted to Class A-4 Interests. All Class A-1 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-1 Subordinated Loans, all Class A-2 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-2 Subordinated Loans and all Class A-3 Interests will be converted into Class A-4 Interests upon the full repayment of the Class A-3 Subordinated Loans. If a holder of Class A-1 Interests, Class A-2 Interests and/or Class A-3 Interests would like to transfer their Interests before the Subordinated Loans attributable to such class of Interests are paid off, such holder or the transferee may repay in full the pro rata amount of the remaining balance of the Subordinated Loans then outstanding attributable to such Interests before or substantially concurrently with such transfer and conversion. See “Shares Eligible for Future Sale” beginning on page 188. Class A Interests also cannot be transferred to employee benefit plans, IRAs and other Plans (as defined herein). See “Certain ERISA Considerations” beginning on page 197. These transfer and redemption provisions could materially and adversely impact the value of your Class A Interests.

Only individuals or entities that meet the Class A Qualification Criteria may own Class A Interests, which may lead to lawsuits.

The Host Community Agreement requires that 25% of Bally’s Chicago OpCo’s equity be owned by individuals that are women or Minorities or woman- or Minority-owned and controlled entities. As a result,

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this offering is only being made to, and all concurrent private placements are being entered into with, individuals and entities that attest to satisfying the Class A Qualification Criteria. This may result in lawsuits against us and the City of Chicago by persons that do not meet the Class A Qualification Criteria who are excluded from this offering. For example, on January 29, 2025, the American Alliance for Equal Rights, Richard Fisher and Phillip Aronoff filed a complaint against the City of Chicago, certain members of the Illinois Gaming Board, Bally’s Chicago OpCo and us, alleging that the Class A Qualification violates federal laws and seeking, among other remedies, permanent injunctions to prevent the Illinois Gaming Board members from enforcing 230 ILCS 10/6(a- 5)(9), to allow shareholders to sell their Class A Interests to white males, to mandate the rescission of the Host Community Agreement, and to require the rescission of shares sold under the Class A Qualification Criteria. In addition, on January 30, 2025, Mark Glennon filed a complaint against the City of Chicago (including the Mayor and Treasurer in their official capacities), certain members of the Illinois Gaming Board, Bally’s Corporation, Bally’s Chicago OpCo and us, also alleging that the Class A Qualification violates federal laws and seeking, among other remedies, permanent injunctions to prevent the implementation of the HCA’s requirements for minority and woman ownership in Bally’s Chicago Opco, and to prevent the exclusion of “otherwise qualified individuals” from participating in Bally’s ownership, Board, or employment. On January 31, 2025, Glennon filed an emergency motion for preliminary injunction and temporary restraining order, seeking to preclude the closing of the offering while his case proceeds on the merits. On February 6, 2025, the court denied the plaintiffs’ request for a temporary restraining order to enjoin this offering.

We expect to incur substantial costs defending these lawsuits, and if any person were to bring such a lawsuit against us in the future, we could incur additional substantial costs defending against any additional lawsuits. In addition, the time and attention of our management could be diverted from our business and operations in defense of these lawsuits. Furthermore, in the event that a court were to find the Class A Qualification Criteria to be invalid or unconstitutional, we could be found liable for monetary damages against the plaintiffs, we could be required to seek investors or transferees who do not currently meet the Class A Qualification Criteria and the Host Community Agreement could be modified or terminated, which could adversely affect our ability to operate our casinos and could materially adversely affect our business, financial condition and results of operations.

Our Class A Interests are not a “covered security,” or otherwise exempt from the “blue sky” securities laws governing sales and purchases of Class A Interests in each of the fifty states, and therefore we must register in each state in which offers and sales will be made.

Our Class A Interests are not a “covered security” for purposes of the Securities Act. The term “covered security” applies to securities preempted under federal law from state securities registration requirements due to their oversight by federal authorities and self-regulatory authorities, such as national securities exchanges. Because our Class A Interests are not a “covered security,” the sale of our Class A Interests are subject to securities registration in the various states that we plan to conduct this offering.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell our Class A Interests.

Secondary trading in our Class A Interests sold in the offering will not be possible in any state until our Class A Interests are qualified for sale under the applicable securities laws of such state or there is confirmation that an exemption is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of our Class A Interests in any particular state, our Class A Interests may not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states or the states that we plan to conduct this offering in refuse to permit secondary trading in our Class A Interests, the liquidity for our Class A Interests could be significantly further affected, resulting in a potential loss on your investment.

An investment in the Class A Interests is not an FDIC insured deposit.

The Class A Interests are not savings accounts, deposits or other obligations of any bank or non-bank entities and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any

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other governmental agency or instrumentality. Your investment will be subject to investment risk and you may experience loss with respect to your investment.

The Class A Interests are equity and are subordinate to our existing and future indebtedness.

The Class A Interests are shares of stock in Bally’s Chicago, Inc. and do not constitute indebtedness. As such, the Class A Interests will rank junior to all indebtedness and other non-equity claims on our business with respect to assets available to satisfy claims, including in a liquidation of the Company. Additionally, unlike indebtedness, where principal and interest would customarily be payable on specified due dates, in the case of our Class A Interests:

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pursuant to the terms of our amended and restated certificate of incorporation to be in effect prior to the closing of this offering, so long as there are Subordinated Loans outstanding that are attributable to each of our various Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, any cash available for distribution that would otherwise be paid to holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, as applicable, will be required to be used for the repayment of principal and accrued interest on the corresponding Subordinated Loans owed by us;

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as a corporation, we are subject to restrictions on payments of dividends and redemption price out of lawfully available funds; and

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as a regulated gaming company, our ability to declare and pay dividends is subject to additional restrictions imposed by law.

You may not receive dividends or other distributions on the Class A Interests.

Any debt we may incur in the future is likely to restrict our ability to pay dividends, and such restriction may prohibit us from making payments on the Subordinated Loans or distributions, or reduce the amount of cash available for distribution. In addition, Delaware law imposes requirements that may restrict our ability to pay dividends to holders of our shares. Dividends on the Class A Interests are discretionary and non-cumulative. Consequently, if our Board (or a duly authorized committee of our Board) does not authorize and declare a dividend, holders of our Class A Interests will not be entitled to receive any such dividend.

We will have no obligation to pay dividends with respect to the Class A Interests or any other shares we may issue. In addition, if and to the extent such act would cause us to fail to comply with applicable contractual restrictions (including our indebtedness), laws, rules and regulations (including applicable gaming rules in Illinois), we may not declare, pay or set aside for payment dividends on our Class A Interests.

Even if we pay dividends on our Class A Interests, pursuant to the terms of our amended and restated certificate of incorporation to be in effect prior to the closing of this offering, so long as there are Subordinated Loans outstanding that are attributable to each of our various Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, any cash available for distribution that would otherwise be paid to holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, as applicable, will be required to be used for the repayment of principal and accrued interest on the corresponding Subordinated Loans owed by us until such time as such Subordinated Loans are fully paid and discharged, which means you may never directly receive a cash dividend on your Class A-1 Interests, Class A-2 Interests and Class A-3 Interests.

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Interests and Class A-3 Interests, as applicable, will be required to be used for the repayment of principal and accrued interest on the corresponding Subordinated Loans owed by us. Therefore, even if our Board (or a duly authorized committee of our Board) authorizes and declares a dividend on our shares of stock, holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests will not be entitled to receive any such dividend until such time as the corresponding Subordinated Loans associated with such Class A Interests are paid in full, which may take a prolonged period of time to occur, if at all.

Our amended and restated bylaws to be in effect prior to the closing of this offering will provide that, subject to limited exceptions, the state and federal courts (as appropriate) located within the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our amended and restated bylaws will provide that, unless we consent in writing to the selection of an alternative forum, (A)(i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, other employees or stockholders to us or to our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation to be in effect prior to the closing of this offering or amended and restated bylaws to be in effect prior to the closing of this offering (as either may be amended or restated) or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware, shall be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware, and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be in effect prior to the closing of this offering to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other

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jurisdictions, which could harm our business, results of operations and financial condition. Any person or entity purchasing or otherwise acquiring or holding any interest in our equity securities shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation to be in effect prior to the closing of this offering. Our exclusive forum provision shall not relieve the Company of its duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules, and regulations.

Holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests may be subject to taxes as the Subordinated Loans corresponding to such shares of stock are repaid, even though such holders do not receive a corresponding cash distribution.

Section 305 of the Internal Revenue Code provides that if a corporation distributes property to some shareholders and other shareholders have an increase in their proportionate interests in the assets or earnings and profits of the corporation, such other shareholders may be deemed to receive a distribution that could be a taxable dividend. In this case, because we and Bally’s expect to treat the Subordinated Loans as “stock” for U.S. federal income tax purposes, “property” distributions will likely be considered to be made to “some shareholders” of Bally’s Chicago, Inc. as payments are made on the Subordinated Loans, and equivalent cash (“property”) distributions will be made with respect to the Class A-4 Interests. In addition, as payments are made on the Subordinated Loans, particularly those that repay the original principal amount of such Subordinated Loans, the proportionate interests of holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests in the assets or earnings and profits of Bally’s Chicago, Inc. may be viewed as increasing. Accordingly, it is possible that such increase could be treated as a deemed distribution under Section 305 of the Code or otherwise as taxable income to such holders under other theories. However, under the Treasury Regulations relating to Section 305 of the Code and other IRS administrative guidance, certain financing arrangements in the form of preferred stock investments that fund a corporation and then are systematically eliminated through property distributions until they are fully retired, and are designed to facilitate the ownership of a business with an effect of increasing another stockholder’s proportionate interests in the assets or earnings and profits of a corporation over such period, do not result in a deemed distribution to such other stockholder. The applicability of these authorities to the holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests in this situation is uncertain. Although the matter is not free from doubt, we intend to take the position that holders of applicable series of Class A Interests would not be treated as receiving a deemed distribution from us or otherwise realizing income as a result of repayment of the Subordinated Loans corresponding to such shares. However, there can be no assurance that the U.S. Internal Revenue Service will not take a contrary position, for example, treating the proportionate interest in our earnings and profits owned by holders of the applicable series of Class A Interests as having increased upon repayment of the Subordinated Loans corresponding to such shares, and treating such holders as having received a distribution. In that case, such deemed distribution may be treated as a dividend subject to U.S. federal income tax, without the receipt by holders of any cash. Investors should consult their own tax advisors about the application of Code Section 305 and any other potential deemed receipt of income risk with respect to our Class A Interests. See “Material U.S. Federal Income Tax Consequences to U.S. Holders.”

If non-U.S. persons acquire our Class A Interests, such non-U.S. persons may be subject to material adverse U.S. federal income and/or withholding tax consequences if we are considered a United States real property holding corporation. Such adverse tax consequences and limitations on non-U.S. ownership may limit transferability and impact the value of our Class A Interests.

Non-U.S. persons are generally not entitled to participate in this offering and not permitted as transferees of our Class A Interests. See “Plan of Distribution” and “Shares Eligible for Future Sale.” Such restrictions may limit transferability of our Class A Interests and have a negative impact on the value of our Class A Interests. In addition, if a non-U.S. person acquires our Class A Interests and we are considered a “United States real property holding corporation” for U.S. federal income tax purposes, such non-U.S. person may be subject to material adverse U.S. federal income or withholding tax consequences, or both, in respect of certain distributions on, and payments in connection with a sale, exchange, redemption, repurchase or other disposition of, our Class A Interests.

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General Risk Factors

Our ability to continue as a going concern depends upon the funding by Bally’s Corporation.

We have incurred losses and negative cash flows from operations, excluding funds from Bally’s Corporation, since our inception. Our ability to continue as a going concern depends upon the funding by Bally’s Corporation. Our temporary casino began operations on September 9, 2023 and there can be no assurance that we will be able to be successful in the planned operations therein. If we are unable to obtain sufficient funding, we could be forced to change or delay our planned operating activities, and our liquidity, results of operations and financial condition could be materially and adversely affected and we may be unable to continue as a going concern. If we seek additional financing to fund our business activities in the future and there is substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all.

The amount of capital we are attempting to raise in this offering and the concurrent private placements may not be enough to sustain our current business plan.

In order to achieve our near and long-term goals, we may need to procure funds in addition to the amount raised in this offering and the concurrent private placements. There is no guarantee we will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we will not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause you to lose all or a portion of your investment.

Our management team has limited experience managing a public company, and the requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members.

As a public company listed in the United States, we will incur significant additional legal, accounting and other expenses. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and the State of Illinois, may increase legal and financial compliance costs, and make some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.

Most members of our management team have limited or no experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. Furthermore, we are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to establish the corporate infrastructure required of a public company and to comply with evolving laws, regulations and standards are likely to divert management’s time and attention away from revenue-generating activities to compliance activities, which may prevent us from implementing our business strategy and growing our business. Moreover, we may not be successful in implementing these requirements. If we do not effectively and efficiently manage our transition into a public company and continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations.

Additionally, as a public company, we may from time to time be subject to proposals by stockholders urging us to take certain corporate actions. If activist stockholder activity ensues, we may be required to incur additional costs to retain the services of professional advisors, management time and attention will be diverted from our core business operations, and perceived uncertainties as to our future direction, strategy or leadership may cause us to lose potential business opportunities and impair our brand and reputation, any of which could materially and adversely affect our business, financial condition and results of operations.

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In addition to increasing our legal and financial compliance costs, the additional rules and regulations described above might also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board, on committees of our Board or as members of our senior management team.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below the expectations of our investors and securities analysts, resulting in a decline in the value of our Class A Interests.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on many factors, including historical experience and various other assumptions that we believe to be reasonable under the circumstances, as discussed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity and expenses that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the value of our Class A Interests.

Our reported financial results may be negatively impacted by changes in GAAP and financial reporting requirements.

GAAP and related financial reporting requirements are complex, continually evolving and may be subject to varied interpretation by the relevant authoritative bodies, including the Financial Accounting Standards Board (“FASB”), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. FASB has in the past issued new or revised accounting standards that superseded existing guidance and significantly impacted the reporting of financial results. Any future change in GAAP and financial reporting requirements or interpretations could also have a significant effect on our reported financial results, and may even affect the reporting of past transactions completed before the announcement or effectiveness of a change if retrospective adoption is required. It is difficult to predict the impact of future changes to accounting principles or our accounting policies, any of which could negatively affect our reported results of operations.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, or at all.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate. Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including as a result of any of the risks described in this prospectus.

The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable customers covered by our market opportunity estimates will purchase our products at all or generate any particular level of revenue for us. In addition, our ability to expand in any of our target markets depends on a number of factors, including the cost, performance and perceived value associated with our products. Even if the markets in which we compete meet the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

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We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Class A Interests less attractive to investors.

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our annual gross revenue exceeds $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

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not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

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reduced disclosure obligations regarding executive compensation; and

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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. We cannot predict whether investors will find our Class A Interests less attractive if we rely on these exemptions.

Emerging growth companies can also take advantage of the extended transition period provided in Section 13(a) of the Exchange Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to use this extended transition period. As a result, our consolidated financial statements are comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting shares of stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting shares of stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

We will incur significant additional costs as a result of being a public company.

Upon the closing of this offering, we expect to incur increased costs associated with corporate governance requirements that will become applicable to us as a public company, including rules and regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Customer

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Protection Act of 2010 and the Exchange Act, as well as the rules of the Nasdaq. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time consuming. We expect such expenses to further increase after we are no longer an “emerging growth company” or a “smaller reporting company.” We also expect these rules and regulations to make it more expensive for us to maintain directors’ and officers’ liability insurance. If we fail to maintain sufficient levels of such insurance, it may be more difficult for us to attract and retain qualified persons to serve on our Board or as executive officers. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
AND INDUSTRY DATA

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

•

We are subject to various construction and development risks in connection with our permanent casino and resort in Chicago;

•

Any delay between the closing of our temporary casino and the opening of our permanent casino and resort could have a material adverse effect on our financial condition and results of operations;

•

The casino, hotel and hospitality industry is capital intensive and we may not be able to finance development, expansion and renovation projects, which could put us at a competitive disadvantage;

•

Our proposed lines of business are highly sensitive to reductions in discretionary consumer spending;

•

We will be subject to extensive state and local regulation and licensing, and gaming authorities have significant control over our operations, which could have an adverse effect on our business;

•

Our business will be subject to a variety of laws in the United States and in Illinois, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business. Any change in existing regulations or their interpretation, or the regulatory or prosecutorial climate applicable to the products and services we offer in our temporary casino, and intend to offer in our permanent casino and resort, or changes in gaming tax rates, tax rules and regulations or interpretation thereof related to such products and services, could adversely impact our ability to operate our business as currently conducted or as we seek to operate in the future, which could have a material adverse effect on our financial condition and results of operations;

•

We will be reliant on effective payment processing services from a limited number of providers;

•

Our profitability will be dependent, in part, on return to players;

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•

We will extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers;

•

Declining popularity of games and changes in device preferences of players could have a negative effect on our business;

•

Our Class A Interests will not have an active trading market, and you may find it difficult to sell your Class A Interests;

•

You may not receive dividends or other distributions on the Class A Interests; and

•

Pursuant to the terms of our amended and restated certificate of incorporation to be in effect prior to the closing of this offering, so long as there are Subordinated Loans outstanding that are attributable to each of our various Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, any cash available for distribution that would otherwise be paid to holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, as applicable, will be required to be used for the repayment of principal and accrued interest on the corresponding Subordinated Loans owed by us until such time as such Subordinated Loans are fully paid and discharged, which means you may never directly receive a cash dividend on your Class A-1 Interests, Class A-2 Interests and Class A-3 Interests.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

We obtained the industry, market and competitive position data in this prospectus from publicly available information, industry and general publications and research, surveys and studies conducted by third parties. In addition, certain statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to our business and markets in this

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prospectus are not based on published data obtained from independent third parties or extrapolations therefrom, but rather are based upon our own internal estimates and research, which are in turn based upon multiple third-party sources.

Industry publications and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

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OUR ORGANIZATIONAL STRUCTURE

Bally’s Chicago, Inc., a Delaware corporation, was formed on May 24, 2022 and is the issuer of the Class A Interests offered by this prospectus. Prior to this offering, all of our business operations have been conducted through Bally’s Chicago OpCo. We will consummate the Transactions, as defined below, excluding this offering, on or prior to the consummation of this offering.

Transactions

We will consummate the following organizational transactions in connection with this offering (collectively, the “Transactions”):

•

Bally’s Chicago HoldCo will assign to us $ of Pre-IPO Intercompany Notes owed to it by us and $ of Pre-IPO Intercompany Notes owed to it by Bally’s Chicago OpCo as the Pre-IPO Capital Contribution;

•

we will amend and restate the existing limited liability company agreement of Bally’s Chicago OpCo to, among other things, (1) convert all existing stock in Bally’s Chicago OpCo into LLC Interests and (2) appoint Bally’s Chicago, Inc. as the sole managing member of Bally’s Chicago OpCo upon its acquisition of LLC Interests in connection with this offering;

•

we will amend and restate Bally’s Chicago, Inc.’s certificate of incorporation to, among other things, (1) give effect to the Common Stock Reclassification and (2) provide (A) for Class A Interests, with each Class A Interest entitling its holder to one vote per share on all matters presented to holders of our stock generally and (B) for Class B Interests, with each Class B Interest entitling its holder to one vote per share on all matters presented to holders of our stock generally, and that shares of our Class B Interests may only be held by Bally’s Corporation’s wholly-owned subsidiary, Bally’s Chicago HoldCo, and its permitted transferees as described in “Description of Capital Stock — Class B Interests;”

•

in exchange for the 100 shares of common stock held by Bally’s Chicago HoldCo, (i) we will give effect to the Common Stock Reclassification as described in the transaction above, (ii) we will issue an additional 29,900 Class B Interests to Bally’s Chicago HoldCo at $0.001 per Class B Interest, and (iii) we, as borrower, will enter into a subordinated loan agreement with Bally’s Chicago HoldCo, as lender, governing Subordinated Loans in the following amounts (which in the aggregate amount equal the Pre-IPO Capital Contribution):

•

$ million of Class A-1 Subordinated Loans, based on $0.125 million of Class A-1 Interests sold in this offering and $ million Class A-1 Interests sold in the concurrent private placements;

•

$ million of Class A-2 Subordinated Loans, based on $2.5 million of Class A-2 Interests sold in this offering and $ million Class A-2 Interests sold in the concurrent private placements; and

•

$ million of Class A-3 Subordinated Loans, based on $5 million of Class A-3 Interests sold in this offering and $ million Class A-3 Interests sold in the concurrent private placements;

•

we will issue 500 Class A-1 Interests, 1,000 Class A-2 Interests, 1,000 Class A-3 Interests and 7,500 Class A-4 Interests to the purchasers in this offering in exchange for proceeds of $195,125,000 based upon the assumed initial public offering prices set forth on the cover page of this prospectus;

•

we will issue Class A-1 Interests, Class A-2 Interests, Class A-3 Interests and Class A-4 Interests to the private placement investors in exchange for proceeds of $ based upon the assumed initial public offering prices set forth on the cover page of this prospectus;

•

we will pay $ in placement agent fees and offering and private placement expenses with the proceeds we receive from Class A investors in this offering and the concurrent private placements

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and will issue the IPO Expenses Note to Bally’s Chicago OpCo in an amount equal to $ , to cover the difference in the amount we will owe to Bally’s Chicago OpCo in connection with the purchase of the LLC Interests;

•

Bally’s Chicago OpCo intends to assign the IPO Expenses Note to Bally’s Chicago HoldCo in exchange for the cancellation of $ of indebtedness owed by Bally’s Chicago OpCo to Bally’s Chicago HoldCo;

•

we will use all of the net proceeds from this offering, together with the proceeds from the concurrent private placements, the Subordinated Loans and the IPO Expenses Note, to purchase 10,000 newly issued LLC Interests directly from Bally’s Chicago OpCo at a price per unit equal to the stated value of $25,000 per Class A Interest, which is equal to the amount paid by investors in this offering plus the corresponding amount of Subordinated Loans attributable to each Class A Interest;

•

Bally’s Chicago OpCo intends to use the proceeds it receives from the sale of LLC Interests to us to repay $250.0 million outstanding aggregated amount under the Pre-IPO Intercompany Notes;

•

Bally’s Chicago OpCo intends to issue 30,000 LLC Interests to Bally’s Chicago HoldCo, at a price per LLC Interest equal to the stated value of $25,000 per Class A Interest, which is equal to the amount paid by investors in this offering plus the corresponding amount of Subordinated Loans attributable to each Class A Interest, which is equal to the $ Intercompany Notes Cancellation and the $ Post-IPO Capital Commitment.

Organizational Structure Following this Offering

•

Bally’s Chicago, Inc. will be a holding company and its principal asset will consist of LLC Interests it purchases from Bally’s Chicago OpCo;

•

Bally’s Chicago, Inc. will be the sole managing member of Bally’s Chicago OpCo and will control the business and affairs of Bally’s Chicago OpCo and its subsidiaries;

•

Bally’s Chicago, Inc. will own, directly or indirectly, 10,000 LLC Interests of Bally’s Chicago OpCo, representing a 25.0% of the economic interest in Bally’s Chicago OpCo;

•

Bally’s Chicago HoldCo will own 30,000 LLC Interests of Bally’s Chicago OpCo, representing 75.0% of the economic interest in Bally’s Chicago OpCo and 30,000 Class B Interests of Bally’s Chicago, Inc., representing 75.0% of the voting power and no economic interest in Bally’s Chicago, Inc.;

•

the purchasers in this offering and the concurrent private placements will own (1) 10,000 Class A Interests of Bally’s Chicago, Inc., representing 25.0% of the voting power of all of Bally’s Chicago, Inc.’s stock and 100% of the economic interest in Bally’s Chicago, Inc., and (2) through Bally’s Chicago, Inc.’s ownership of 10,000 LLC Interests, indirectly will hold 25.0% of the economic interest in Bally’s Chicago OpCo; and

•

as the sole managing member of Bally’s Chicago OpCo, we will conduct the business.

Following the Transactions, including this offering and the concurrent private placements, Bally’s Chicago, Inc. will control the management of Bally’s Chicago OpCo as the sole managing member. As a result, Bally’s Chicago, Inc. will consolidate Bally’s Chicago OpCo and record a significant noncontrolling interest in consolidated entity for the economic interest in Bally’s Chicago OpCo held by Bally’s Corporation.

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The below depicts our organizational structure after giving effect to the Transactions, including this offering and the concurrent private placements.

As the sole managing member of Bally’s Chicago OpCo, we will conduct the business. Following the Transactions, including this offering and the concurrent private placements, Bally’s Chicago, Inc. will control the management of Bally’s Chicago OpCo as the sole managing member. As a result, Bally’s Chicago, Inc. will consolidate Bally’s Chicago OpCo and record a significant noncontrolling interest in consolidated entity for the economic interest in Bally’s Chicago OpCo held by Bally’s Corporation.

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USE OF PROCEEDS

We estimate that the net proceeds we will receive from the sale of Class A Interests in this offering will be approximately $195.1 million and, together with the net proceeds from the concurrent private placements, the Subordinated Loans and the IPO Expenses Note, will total $250.0 million, in each case assuming the sale of Class A Interests at the offering prices set forth on the cover of this prospectus, after deducting placement agent fees and offering and private placement expenses payable by us. See “Plan of Distribution” for additional detail regarding the placement agent fees.

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DIVIDEND POLICY

To date, we have never declared or paid any cash dividends on our stock.

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each of our various Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, any cash available for distribution that would otherwise be paid to holders of our Class A-1 Interests, Class A-2 Interests and Class A-3 Interests, as applicable, will be required to be used for the repayment of principal and accrued interest on the corresponding Subordinated Loans owed by us. The Subordinated Loans will bear interest at a rate equal to 11.0% per annum, compounding quarterly, will be pre-payable at any time without a premium or penalty at a prepayment price equal to the principal amount thereof plus accrued interest, and will have no maturity date. See “Subordinated Loans” for more information on the Subordinated Loans.

While we intend, as its managing member, to cause Bally’s Chicago OpCo to make distributions on a quarterly basis once it is able to generate OpCo cash available for distribution approximately three to five years after our permanent casino and resort begins operations, we and Bally’s Chicago OpCo have not adopted a formal written dividend or distribution policy to pay a fixed amount of cash regularly or to pay any particular amount based on the achievement of, or derivable from, any specific financial metrics, including OpCo cash available for distribution. Further, we and Bally’s Chicago OpCo are not contractually obligated to pay any dividends or make any distributions and do not have any required minimum quarterly dividend or distribution, except for tax-related distributions described above. Our and Bally’s Chicago OpCo’s distributions may vary from quarter to quarter, may be significantly reduced or may be eliminated entirely. While we and Bally’s Chicago OpCo intend to make distributions equal to 100% of the cash available for distribution and OpCo cash available for distribution, respectively, on a quarterly basis, the actual amount of any distributions may fluctuate depending on our and Bally’s Chicago OpCo’s ability to generate cash from operations and our and Bally’s Chicago OpCo’s cash flow needs, which, among other things, may be impacted by debt service payments on our or Bally’s Chicago OpCo’s senior indebtedness, capital expenditures, potential expansion opportunities and the availability of financing alternatives, the need to service any future indebtedness or other liquidity needs and general industry and business conditions, including the pace of the construction and development of our permanent casino and resort in Chicago. Our Board will have full discretion on how to deploy cash available for distribution, including the payment of dividends. Any debt we or Bally’s Chicago OpCo may incur in the future is likely to restrict our and Bally’s Chicago OpCo ability to pay dividends or distributions, and such restriction may prohibit us and Bally’s Chicago OpCo from making distributions, or reduce the amount of cash available for distribution and OpCo cash available for distribution. See “Risk Factors — Risks Related to this Offering and Ownership of our Class A Interests — You may not receive dividends or other distributions on the Class A Interests.” In addition, Delaware law imposes requirements that may restrict our ability to pay dividends to holders of our shares. Certain distributions paid may be considered a return of capital for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences to U.S. Holders — Distributions” for a description of the U.S. federal income tax treatment of the dividends and other distributions of cash or property to holders of the Class A Interests.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2024 on:

•

an actual basis; and

•

a pro forma basis after giving effect to the Transactions described under “Unaudited Pro Forma Condensed Consolidated Financial Information,” including the sale by us of 500 Class A-1 Interests, 1,000 Class A-2 Interests, 1,000 Class A-3 Interests, and 7,500 Class A-4 Interests offered in this offering and concurrent private placements at the initial public offering prices set forth on the front cover of this prospectus and the application of the proceeds therefrom as described in “Use of Proceeds.” The net proceeds from this offering and concurrent private placements are based on our current assumption of the mix of Class A Interests to be sold. The amounts reflected in the Pro Forma column are based on currently available information and assumptions that the Company’s management believes are reasonable. See Note 2 in the “Unaudited Pro Forma Condensed Consolidated Financial Information” for a sensitivity analysis related to the expected proceeds of the offering and concurrent private placements.

The information in this table is illustrative only and our capitalization following the closing of this offering and the concurrent private placements will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table in conjunction with the information contained in “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the financial statements and the notes thereto included elsewhere in this prospectus:

	As of September 30, 2024
	Actual			Pro Forma
	(in thousands, except share data)
Cash and cash equivalents		$	17,557		$	17,557
Debt:
Pre-IPO Intercompany Notes			631,040			—
IPO Expenses Note to related party (Bally’s Chicago HoldCo)			—			11,708
Class A-1 Subordinated Loans			—			12,375
Class A-2 Subordinated Loans			—			22,500
Class A-3 Subordinated Loans			—			20,000
Total debt		$	631,040		$	66,583
Redeemable Noncontrolling interest			—			750,000
Equity:
Common stock			—			—
Stock, $0.001 par value; shares authorized, actual; shares authorized, pro forma:
Class A-1 Interests; 0 shares designated, issued and outstanding, actual; 500 shares authorized, pro forma			—			—
Class A-2 Interests; 0 shares designated, issued and outstanding, actual; 1,000 shares authorized, pro forma			—			—
Class A-3 Interests; 0 shares designated, issued and outstanding, actual; 1,000 shares authorized, pro forma			—			—
Class A-4 Interests; 0 shares designated, issued and outstanding, actual; 7,500 shares authorized, pro forma			—			—
Class B Interests; 0 shares designated, issued and outstanding, actual; 30,000 shares authorized, pro forma			—			—
Stockholders’ note			—			(368,960)
Additional paid-in capital			974			179,365
Accumulated deficit			(286,532)			(286,532)
Total stockholders’ (deficit) equity			(285,558)			476,127
Total capitalization		$	325,482		$	340,456

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The number of shares of stock to be outstanding immediately following this offering set forth above is based on 500 Class A-1 Interests, 1,000 Class A-2 Interests, 1,000 Class A-3 Interests and 7,500 Class A-4 Interests outstanding as of September 30, 2024. While the Class A-1 Interests and Class A-2 Interests are legally outstanding, they are not considered to be outstanding for accounting purposes as they are treated as equity classified warrants. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for more information.

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DILUTION

If you purchase our Class A Interests in this offering, your shares will be diluted to the extent of the difference between the initial public offering price per share of our Class A Interests and the pro forma as adjusted net tangible book value per share of our stock.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of outstanding shares. Our historical net tangible book value (deficit) as of September 30, 2024 was $(471,808) or $(4,718,080) per share.

Our pro forma, as adjusted, net tangible book value (deficit) as of September 30, 2024 was $87,624 or $2,190.59 per share, after giving effect to the sale by us of Class A Interests in this offering at the initial public offering prices set forth on the front cover of this prospectus and of Class A Interests in the concurrent private placements at the initial public offering prices set forth on the front cover of this prospectus, and the proceeds from the Subordinated Loans and IPO Expenses Note.

The pro forma, as adjusted, net tangible book value (deficit) set forth above represents an immediate increase in net tangible book value of $17,917.52 per share to the existing holders of our stock in, and an immediate dilution in net tangible book value of approximately $30,559.41 per share to new investors purchasing the Class A Interests in this offering. The following table illustrates this dilution on a per share basis based on the various aggregate offering proceeds listed on the following table:

	Class A-1 Interest			Class A-2 Interest			Class A-3 Interest			Class A-4 Interest
Assumed initial public offering price per share		$	250		$	2,500		$	5,000		$	25,000
Pro forma net tangible book value (deficit)(1) per share as of September 30, 2024			—			—			—			(15,726.93)(1)
Increase in pro forma net tangible book value (deficit) per share attributable to this offering and the concurrent private placements			27.38			54.76			54.76			17,780.61
Pro forma as adjusted net tangible book value per share after this offering and the concurrent private placements(2)			27.38			54.76			54.76			2,053.68
Dilution per share to investors in this offering and the concurrent private placements		$	222.62		$	2,445.24		$	4,945.24		$	22,946.32

(1)

The pro forma net tangible book value (deficit) was calculated using our historical net tangible book value (deficit) as of September 30, 2024 divided by 30,000 Class B Interests, assuming that all the Class B Interests outstanding prior to this offering were exchanged for Class A-4 Interests to reflect the economics of the transaction.

(2)

Pro forma as adjusted net tangible book value per share was calculated including the 10,000 Class A Interests issued as part of this offering and concurrent private placements. While the Class A-1 Interests and Class A-2 Interests are legally outstanding, they are not considered to be outstanding for accounting purposes as they are treated as equity classified warrants. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for more information.

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We may need to raise additional capital in the future to fund our ongoing operations. We may in the future sell substantial amounts of stock or securities convertible into or exchangeable for our stock. We may also choose to raise additional capital due to market conditions or other strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024 and the year ended December 31, 2023 present our consolidated financial position and results of operations after giving effect to the Transactions.

In conjunction with this offering and the consummation of the Transactions, Bally’s Chicago Holdco will be the sole holder of Class B Interests, holding 75% of the voting power in the Company. Bally’s Chicago Holdco will hold also the remaining 75% economic interest in Bally’s Chicago OpCo, through its ownership of LLC interests, which was acquired by exchanging the remaining Pre-IPO Intercompany Notes in the amount of $381.0 million and by issuing the Post-IPO Capital Commitment in the amount of $369.0 million. Bally’s Chicago’s non-controlling interest in Bally’s Chicago OpCo will be reflected as redeemable noncontrolling interest on the Company’s consolidated balance sheet.

The unaudited pro forma condensed consolidated financial information is based on the assumption that public stockholders will elect to purchase Class A-1 Interests, Class A-2 Interests, Class A-3 Interests, and Class A-4 Interests in this offering and concurrent private placements, using currently available information and assumptions that the Company’s management believes are reasonable. However, it is important to note that public stockholders have not yet elected these amounts. Therefore, in view of the uncertain nature of any prediction as to the number of each tranche of Class A interests to be sold, and corresponding amount of Subordinated Loans, the unaudited pro forma condensed consolidated financial information has been prepared using the assumption that we will issue 500 shares of Class A-1 Interests, 1,000 shares of Class A-2 Interests, 1,000 shares of Class A-3 Interests, and 7,500 shares of Class A-4 Interests through this offering and concurrent private placements, with a corresponding impact to the amount of Subordinated Loans. For pro forma presentation purposes, the Class A-1 Interests and Class A-2 Interests are accounted for as warrants that meet the criteria for equity classification and thus these shares are not considered to be outstanding in the computation of pro forma basic and diluted loss per share. The Class A-3 Interests are accounted for as partially paid Class A-4 Interests and thus included in the pro forma basic and diluted loss per share based on the Class A-4 share equivalent number. See Note 2, “Offering and Transaction Accounting Adjustments” to the unaudited pro forma condensed combined financial statements for additional sensitivity analysis information regarding the impact of the amount of each Class A Interest tranche to be sold.

The unaudited pro forma condensed consolidated financial information was prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth in the notes to the unaudited pro forma condensed consolidated financial information. The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2024, gives effect to the Transactions as if they had occurred on September 30, 2024. The following unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024, and the year ended December 31, 2023, give effect to the Transactions as if they had occurred on January 1, 2023.

We have derived the unaudited pro forma condensed consolidated balance sheet as of September 30, 2024, and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024 and the year ended December 31, 2023, from the financial statements of Bally’s Chicago, Inc., included elsewhere in this prospectus. The unaudited pro forma condensed consolidated financial information reflects adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable but are subject to change.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, costs for reporting requirements of the SEC, transfer agent fees, costs for hiring additional accounting, legal, and administrative personnel, increased auditing and legal expenses, and other related costs. Due to the scope and complexity of these activities, the amount of these costs would be

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based on subjective estimates and assumptions that could increase or decrease materially. We have not included any pro forma adjustments related to these costs.

The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Transactions had been completed as of the dates set forth above, nor is it indicative of our future results. The unaudited pro forma condensed consolidated financial information should be read together with “Our Organizational Structure,” “Use of Proceeds,” “Capitalization,” “Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Subordinated Loans,” “Concurrent Private Placements,” and our historical financial statements and related notes of Bally’s Chicago, Inc., each included elsewhere in this prospectus.

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BALLY’S CHICAGO, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of September 30, 2024

(In thousands, except share data)

	Bally’s Chicago, Inc.			Transaction Accounting Adjustments			Note	Offering Adjustments			Note	Pro Forma
Current assets
Cash		$	17,557		$	—			$	—	(b)		$	17,557
Accounts receivable			1,857			—				—				1,857
Inventory			2,086			—				—				2,086
Due from related party (Bally’s Corporation)			974			—				—				974
Prepaid expenses and other current assets			5,062											5,062
Total current assets			27,536			—				—				27,536
Property and equipment, net			156,481			—				—				156,481
Right of use assets, net			210,962			—				—				210,962
Intangible assets			186,250			—				—				186,250
Other assets			5,026			—				(5,026)	(f)			—
Total assets		$	586,255		$	—			$	(5,026)			$	581,229
Liabilities and Stockholders’ deficit
Current portion of lease liabilities		$	4,517		$	—			$	—			$	4,517
Accounts payable			8,490			—				—				8,490
Accrued liabilities			20,042			—				—				20,042
Due to related party (Bally’s Corporation)			391											391
Due to related party (Bally’s Chicago HoldCo)			—			195,125	(a)(d)			(195,125)	(b)			—
Total current liabilities			33,440			195,125

Bally's Chicago, Inc. S-1/A