United States securities and exchange commission logo





                              August 2, 2023

       Ameet Patel
       Principal Executive Officer
       Bally's Chicago, Inc.
       100 Westminster Street
       Providence, RI 02903

                                                        Re: Bally's Chicago,
Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted July 18,
2023
                                                            CIK No. 0001935799

       Dear Ameet Patel:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       June 5, 2023 letter.

       Amended Draft Registration Statement on Form S-11

       General

   1.                                                   Refer to prior comment
1. It appears from your disclosure on page 122 that the offering is
                                                        only open to investors
who meet the Class A Qualification Criteria. If true, please
                                                        disclose this clearly
on the cover page, including disclosure regarding the specific criteria
                                                        for investing in this
offering. Please also consider adding risk factor disclosure regarding
                                                        the risks relating to
limiting the offering to certain classes of investors based on the
                                                        criteria which you have
identified.
 Ameet Patel
FirstName   LastNameAmeet  Patel
Bally's Chicago, Inc.
Comapany
August      NameBally's Chicago, Inc.
        2, 2023
August
Page 2 2, 2023 Page 2
FirstName LastName
2.       We note the subordinated loans that are attributable to the Class A-1,
A-2 and A-3
         interests. Please clearly disclose throughout the prospectus the
material impact of the
         interest rate on the loans, including the accrual of the interest, and
the significant time that
         will lapse before the company believes it will be able to pay
dividends (three to five years
         from the opening of the permanent resort and casino) will have upon
the amount to be
         paid from dividends. Please also clearly disclose the impact on the
investors if the
         company determines, in its discretion, not to issue cash dividends.
Consider revising the
         table on page 16 to provide additional tables reflecting varying
levels of distributions or
         the lack of distributions, or delays in the opening of the casino.
Lastly, state what happens
         if the loan is repaid before enough dividends have been diverted to
pay the loan and
         interest, including whether the company would continue to be able to
divert dividends
         from the Class A-1, A-2 and A-3 interests; and what happens if there
is a default on the
         loan.
3.       We reissue comment 7. We note the disclosure on page 27 that "we
cannot guarantee that
         we will offer financing options similar to the Subordinated Loans,
which would
         significantly increase the costs of any future investment." Please
revise the cover page
         and throughout the prospectus to clearly disclose the role of the
subordinated loans in this
         securities offering.
Use of Proceeds, page 70

4.       We reissue comment 8. Please disclose in the use of proceeds section
the interest rate and
         maturity of the Intercompany Note. Refer to Instruction 4 to Item 504
of Regulation S-K.
Design and Construction, page 87

5.       Refer to prior comment 14. We continue to note your disclosure
regarding Tribune
         vacating the site on or prior to July 5, 2024; yet you also state that
you expect the
         permanent resort and casino to be completed by the third or fourth
quarter of 2026 and
         that you expect the permanent resort and casino to take approximately
36 months to
         complete from the time when construction commences. Thirty-six months
from the July
         5, 2024 date would be July 5, 2027. Please reconcile these statements.
Host Community Agreement with the City of Chicago, page 95

6.       We note that the term of the Host Community Agreement is dependent on
holding a
         gaming license from the Illinois Gaming Board. Please clarify the
status of the license
         and provide a description of the material terms of the license
including how frequently it
         needs to be renewed and any conditions to renewal.
7.       We note the definition of Minorities under the Host Community
Agreement includes "a
         member 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
 Ameet Patel
Bally's Chicago, Inc.
August 2, 2023
Page 3
       City of Chicago." Please clearly identify those groups that the City of
Chicago have
       identified as being within this definition to date and include on the
cover page and plan of
       distribution. Please clarify how you will communicate to prospective
investors any
       changes to the groups included in this definition during the offering
period.
Description of Ownership Interests, page 115

8.     We note the Capitalization table now reflects the conversion of the
common stock into
       class B interests. Please revise the prospectus to clearly disclose this
conversion,
       including when such conversion will occur. The response letter states
the conversion will
       occur at the time of the initial public offering; however, disclosure
elsewhere in the
       prospectus seems to reflect the class B interests are outstanding. For
example, footnote 2
       to the beneficial ownership table on page 114 states "Bally   s
Corporation is the sole
       holder of our Class B Interests."
Plan of Distribution, page 121

9.     We partially reissue comment 21. We continue to note the statement on
page 124 that "If
       we do not receive sufficient reservations to sell all of the Class A
Interests being offered
       hereby, we may provide notice on our and websites that this offering has
been cancelled
       or modified."(emphasis added) Please reconcile with the disclosure that
there is no
       minimum to this offering.
       You may contact Paul Cline at 202-551-3851 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any
other questions.



                                                             Sincerely,
FirstName LastNameAmeet Patel
                                                             Division of
Corporation Finance
Comapany NameBally's Chicago, Inc.
                                                             Office of Real
Estate & Construction
August 2, 2023 Page 3
cc:       Senet Bishoff, Esq.
FirstName LastName