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Home Entertainment

[POS AM] GOLDEN ENTERTAINMENT, INC. SEC Filing | GDEN SEC Filing

Story Center by Story Center
April 30, 2026
Reading Time: 12 mins read
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[25-NSE] GOLDEN ENTERTAINMENT, INC. SEC Filing | GDEN SEC Filing

 

As filed with the Securities and Exchange Commission
on April 30, 2026

 

Registration No. 333-258587

Registration No. 333-221590

Registration No. 333-212153

Registration No. 333-186211

Registration No. 333-162235

Registration No. 333-139783

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3 REGISTRATION NO. 333-258587

FORM S-3 REGISTRATION NO. 333-221590

FORM S-3 REGISTRATION NO. 333-212153

FORM S-3 REGISTRATION NO. 333-186211

FORM S-3 REGISTRATION NO. 333-162235

FORM S-3 REGISTRATION NO. 333-139783

 

UNDER

THE SECURITIES
ACT OF 1933

 

 

New Royal HoldCo I Inc.

(Exact name of registrant as specified in its
charter)

 

 

Minnesota

(State or other jurisdiction of
incorporation
or organization)

 

42-2224708

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

 

535 Madison Avenue

New York, New York 10022

(646) 949-4631

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

 

Samantha Sacks Gallagher

Executive Vice President, General Counsel and
Secretary

VICI Properties Inc.

535 Madison Avenue

New York, New York 10022

(646) 949-4631

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

 

 

Copy to:

 

David Bonser, Esq

Andrew S. Zahn, Esq

Hogan Lovells US LLP

555 13th Street Northwest

Washington, D.C. 20004

(202) 637-5600

 

 

Approximate date of commencement of proposed
sale to the public
: Not applicable.

 

If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

 

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, other than securities offered
only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. x

 

If this Form is a post-effective amendment to a
registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

 

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 xAccelerated 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. ¨

 

 

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 (the “Post-Effective
Amendment”) relates to the following Registration Statements of New Royal HoldCo I Inc., as successor to Golden Entertainment, Inc.
(the “Company”), on Form S-3 (collectively, the “Registration Statements”) filed with the Securities and Exchange
Commission (the “SEC”).

 

·Registration Statement on Form S-3 (No. 333-258587), filed with the SEC on August 6, 2021, registering the issuance and sale of Common
Stock, preferred stock, debt securities, warrants and units of the Company and shares of Common Stock by the selling stockholders named
therein;

 

·Registration Statement on Form S-3 (No. 333-221590), filed with the SEC on November 15, 2017 and amended on January 10, 2018, registering
(a) the issuance and sale of Common Stock, preferred stock, debt securities, warrants and units of the Company up to a maximum aggregate
offering price of $150,000,000 and (b) the resale of an aggregate of 8,051,688 shares of Common Stock by the selling stockholders named
therein;

 

·Registration Statement on Form S-3 (No. 333-212153), filed with the SEC on June 21, 2016 and amended on July 20, 2016, registering
the issuance and sale of Common Stock, preferred stock, debt securities, warrants and units of the Company up to a maximum aggregate offering
price of $150,000,000;

 

·Registration Statement on Form S-3 (No. 333-186211), filed with the SEC on January 25, 2013 and amended on February 22, 2013, registering
the issuance and sale of Common Stock, preferred stock, debt securities, warrants and units of the Company up to a maximum aggregate offering
price of $50,000,000;

 

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·Registration Statement on Form S-3 (No. 333-162235), filed with the SEC on September 30, 2009 and amended on November 3, 2009 and
November 16, 2009, registering the issuance and sale of Common Stock, preferred stock, debt securities, warrants and units of the Company
up to a maximum aggregate offering price of $50,000,000; and

 

·Registration Statement on Form S-3 (No. 333-139783), filed with the SEC on January 3, 2007 and amended on January 29, 2007, registering
1,625,000 shares of common stock, par value $0.01 per share (“Common Stock”) of the Company;

 

On April 30, 2026, pursuant to the terms of the
Master Transaction Agreement, dated as of November 6, 2025, by and among Golden Entertainment, Inc., a Minnesota corporation (“Golden”)
Argento, LLC, a Nevada limited liability company (“OpCo Buyer”), VICI Properties Inc., a Maryland corporation (“VICI”),
and VICI ROYAL MERGER SUB LLC, a Delaware limited liability company and a wholly owned subsidiary of PropCo Buyer (“PropCo Merger
Sub”), (i) Golden formed the Company, a wholly owned subsidiary of Golden and the Company formed New OpCo, a wholly owned subsidiary
of the Company (“New OpCo”), and, in addition to other transactions set forth in the Master Transaction Agreement, (ii) Golden
merged with and into New OpCo, with New OpCo continuing as the surviving entity (“F Reorganization Merger”) and the Company
merged with and into PropCo Merger Sub, with PropCo Merger Sub surviving the merger (the “Merger”).

 

As a result of the Merger, any and all offerings
of securities registered pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Company
in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under
the Registration Statements that remain unsold at the termination of the offering, PropCo Merger Sub, as successor to the Company, hereby
removes from registration all securities registered under the Registration Statements but unsold as of the date hereof. Note that the
numbers of securities listed above do not take into account any applicable corporate actions, such as stock splits, that may have been
taken in the interim.

 

ADVERTISEMENT

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on April 30, 2026.

 

 VICI ROYAL MERGER SUB LLC (as successor by merger to New Royal HoldCo I Inc.)  
  
 By:/s/ Samantha S. Gallagher
  Name:Samantha S. Gallagher
  Title:Secretary

 

Note: No other
person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933.

 

 

‘ The preceding article may include information circulated by third parties ’

‘ Some details of this article were extracted from the following source www.stocktitan.net ’

Tags: EDGAR filingfinancial disclosureGDEN Form POS AMGDEN regulatory filingGDEN SEC filingGolden Entrtnmnt POS AMinvestment research
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