Empire Resorts, Inc.
c/o Monticello Casino and Raceway
204 State Route 17B, P.O. Box 5013
Monticello, New York 12701
November 14, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Justin Dobbie, Legal Branch Chief
RE: | Empire Resorts, Inc. |
Registration Statement on Form S-3
Filed October 14, 2016
File No. 333-214119
Dear Mr. Dobbie:
Empire Resorts, Inc. (the “Company”, “it”, “we”, “us” or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated November 10, 2016 regarding our Registration Statement on Form S-3 (the “Registration Statement”) previously filed on October 14, 2016. A marked version of Amendment No. 1 to the Registration Statement (“Amendment No. 1”) is enclosed herewith reflecting all changes to the Registration Statement.
For your convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.
General
1. | It is unclear whether you are eligible to conduct a primary offering pursuant to General Instruction I.B.1 ofForm S-3. Please advise whether you believe you are eligible to conduct a primary offering on Form S-3 pursuant to this instruction. To the extent you do not meet the public float requirement and intend to rely upon General Instruction I.B.6, please revise to include the information required by Instruction 7 to General Instruction I.B.6 on the prospectus cover page. |
We respectfully advise the Staff that we have revised Amendment No. 1 to include the information required by Instruction 7 to the General Instruction I.B.6 on the prospectus cover page.
Justin Dobbie, Legal Branch Chief
U.S. Securities and Exchange Commission
November 14, 2016
Page 2 of 2
We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Tamar Donikyan, Esq., at tdonikyan@egsllp.com or by telephone at (212) 370-1300.
Very truly yours, |
/s/ Joseph A. D’Amato |
Joseph A. D’Amato |
Chief Executive Officer |
cc: | Tamar Donikyan, Esq. |
Ellenoff Grossman & Schole LLP