Post-Qualification Offering Circular Amendment No. 2

File No. 024-12617

OFFERING CIRCULAR

DATED July 17, 2025

Venu Holding Corporation

Up to 4,750,000 Shares of

Series A 8.0% Cumulative Redeemable Convertible Preferred Stock

Up to 4,750,000 Shares of Common Stock into which the Series A Preferred Stock May Convert

Agent Warrants for the Purchase of Up to 142,500 Shares of Common Stock

Up to 142,500 Shares of Common Stock Underlying Agent Warrants

Venu Holding Corporation, which we refer to as “the Company,” “our company,” “we,” “our” and “us,” is offering up to 4,750,000 shares of series A 8.0% cumulative redeemable convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), at an offering price of $15.00 per share, for a maximum offering amount of $71,250,000. There is a minimum initial investment amount per investor of $450 for the Series A Preferred Stock and any additional purchases must be made in increments of at least $15.00. This offering statement also relates to the 4,750,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

In addition, this offering statement relates to (i) 142,500 agent warrants (the “Agent Warrants”) for the purchase of up to 142,500 shares of our Common Stock and (ii) up to 142,500 shares of Common Stock, issuable upon exercise of the Agent Warrants (the “Agent Warrant Shares”).

The Series A Preferred Stock being offered will rank, as to dividend rights and rights upon our liquidation, dissolution, or winding up: (i) senior to our common stock, $0.001 par value per share (the “Common Stock”); (ii) junior to (A) any series of preferred stock that is issued by the Corporation to one or more institutional “accredited investors” as such term is defined in subparagraphs (1), (2), (3), (7), (8), (9), (12) or (13) of Rule 501(a) of Regulation D promulgated under the Securities Act, in connection with one or a related series of transactions resulting in aggregate gross proceeds to the Corporation of not less than $100,000,000 and (B) any other series of preferred stock that may later be created and issued, but only upon the approval by the holders of at least two-thirds of the then outstanding shares of Series A Preferred Stock; and (iii) no less than pari passu to other preferred securities, if any, that may be issued with dividend rights, unless approved by the holders of a majority of the then outstanding shares of Series A Preferred Stock. Holders of our Series A Preferred Stock will be entitled to receive cumulative dividends, payable quarterly, at a rate of 8.0% per annum. The liquidation preference for each share of our Series A Preferred Stock is $15.00 per share. Upon a liquidation, dissolution or winding up of our company, holders of shares of our Series A Preferred Stock will be entitled to receive the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares. Commencing on the fifth anniversary of the initial closing of this offering and continuing indefinitely thereafter, we shall have a right to call for redemption the outstanding shares of our Series A Preferred Stock at a call price of $15.00 per share, plus an amount equal to all accrued and unpaid dividends. The Series A Preferred Stock will have no voting rights, unless dividends on the Series A Preferred Stock are in arrears for six (6) or more consecutive or non-consecutive quarterly periods, in which case the holders of the Series A Preferred Stock will be entitled to vote as a class for the election of two additional directors to serve on the board of directors until all dividends that are owed and are in arrears have been paid. Each share of Series A Preferred Stock is convertible, at any time, into one share of our Common Stock at the option of the holder. See the section entitled “Description of Securities” for additional details.

There is no existing public trading market for the Series A Preferred Stock. Our Common Stock is listed on the NYSE American LLC (the “NYSE American”) under the symbol “VENU.” On July 16, 2025, the closing sale price of our Common Stock was $12.00 per share. The offering price of the Series A Preferred Stock may not reflect the market price of our Series A Preferred Stock after this offering.

We intend to apply to have our Series A Preferred Stock listed on the NYSE American under the symbol “VENU.PR A” following the NYSE American’s certification of the Form 8-A of the Company to be filed after the final closing of this offering. The listing of the Company’s Series A Preferred Stock on the NYSE American is not a condition of the Company’s proceeding with this offering, and no assurance can be given that our application to list on the NYSE American will be approved or that an active trading market for our Series A Preferred Stock will develop. Our Series A Preferred Stock is not currently listed or quoted on any exchange.

This offering is being conducted on a “best efforts” basis pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”), for Tier 2 offerings. This offering will terminate at the earliest of: (1) the date at which the maximum amount of offered shares has been sold, (2) the date which is one year after the date upon which this offering is qualified by the U.S. Securities and Exchange Commission (the “Commission”) and (3) the date on which this offering is earlier terminated by us in our sole discretion.

We have engaged Digital Offering, LLC, a broker-dealer registered with the Commission and a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”), as the lead selling agent for this offering (“Digital Offering” or the “lead selling agent”). The lead selling agent is acting on a best efforts basis, is not purchasing the shares of Series A Preferred Stock offered by us and is not obligated to sell any specific number or dollar amount of shares offered by this offering circular. In addition, the lead selling agent has engaged Think Equity, LLC as the lead sub-agent and book runner and may engage one or more sub-agents or selected dealers to assist in its marketing efforts (Digital Offering, together with such sub-agents and/or dealers collectively, the “Selling Agents”).

We may undertake one or more closings on a rolling basis. Until we complete a closing, the proceeds for this offering will be kept in an escrow account maintained at Wilmington Trust, National Association (“Wilmington Trust”). At each closing, the proceeds will be distributed to us and the associated Series A Preferred Stock will be issued to the investors. If there are no closings or if funds remain in the escrow account upon termination of this offering without any corresponding closing, the funds so deposited for this offering will be promptly returned to investors, without deduction and without interest. See the section entitled “Plan of Distribution.”

We are an “emerging growth company” under applicable federal securities laws and are subject to reduced reporting requirements.

Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on page 15 of this offering circular.

This offering will terminate at the earliest of: (1) the date at which the maximum offering amount has been received by the Company, (2) one year from the date upon which the Commission qualifies the offering statement of which this offering circular forms a part, and (3) the date at which the offering is earlier terminated by the Company in its sole discretion. This offering is being conducted on a best efforts basis. The Company intends to undertake one or more closings in this offering on a rolling basis. After the applicable closing, funds tendered by investors will be released from escrow and made available to the Company.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov. 

This offering circular follows the disclosure format of Part I of Form S-1 pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A.

The approximate date of commencement of proposed sale to the public is July 17, 2025.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This offering circular contains forward-looking statements regarding future events and the Company’s future results. These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “could,” “would,” “should,” “will,” “may,” variations of such words, and similar expressions of a forward-looking nature are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the Company’s anticipated growth and potential in its business, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in the “Risk Factors” section of this offering circular and elsewhere herein.

Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements, and readers are cautioned not to place undue reliance upon such statements in making an investment decision. The Company disclaims any obligation to update factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this offering circular and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should carefully read the factors set forth in the “Risk Factors” section of this offering circular and other cautionary statements made throughout this offering circular, and you should interpret such factors and cautionary statements as being applicable to all forward-looking statements wherever appearing in this offering circular. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

TABLE OF CONTENTS

Basis of Presentation

Please read this offering circular carefully. It describes our business, our financial condition and results of operations. We have prepared this offering circular so that you will have the information necessary to make an informed investment decision.

We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this offering circular or to which we have referred you. Neither we nor the lead selling agent have authorized any other person to provide you with information different from that contained in this offering circular. If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in this offering circular is accurate only as of its date, regardless of the time of delivery of this offering circular or any sale of our securities. Our business, financial condition, results of operations, and prospects may have changed since that date. Neither the delivery of this offering circular, nor any sale or delivery of our securities, shall under any circumstances, imply that there has been no change in our affairs since the date of this offering circular. This offering circular will be updated and made available for delivery to the extent required by the federal securities laws.

As used in this offering circular, unless the context otherwise requires, references to “we,” “us,” “our,” “the Company,” and “Venu” refer to Venu Holding Corporation, and its subsidiaries, and references to “Common Stock” refer to the Company’s common stock, $0.001 par value per share.

This offering circular contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Neither we nor the lead selling agent have taken any action that would permit this offering or possession or distribution of this offering circular in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this offering circular must inform themselves about and observe any restrictions relating to this offering and the distribution of this offering circular outside of the United States.

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS OFFERING CIRCULAR. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS OFFERING CIRCULAR IS NOT AN OFFER TO SELL OR BUY ANY SECURITIES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS OFFERING CIRCULAR IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR.

Market, Industry, and Other Data

This offering circular 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 third-party sources, including publicly available information, industry reports and publications, surveys, our customers, trade and business organizations, and other contacts in the markets in which we operate. Although we believe these third-party sources are reliable as of their respective dates, neither we nor the underwriters have independently verified the accuracy or completeness of this information. Some data is also based on our good faith estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by us and independent third parties, and you are cautioned against giving undue weight to such estimates.

Numerical figures included in this offering circular have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Trademarks and Trade Names

We own or have rights to various trademarks, service marks, and trade names that we use in connection with the operation of our business. This offering circular may also contain trademarks, service marks, and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names, or products in this offering circular is not intended to, and does not imply, a relationship with or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks, and trade names referred to in this offering circular may appear without the ®, TM, or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks, and trade names.

SUMMARY

This summary provides an overview of information appearing elsewhere in this offering circular and highlights the key aspects of this offering. This summary does not contain all of the information you should consider prior to investing in our securities. You should read this entire offering circular carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing at the end of this offering circular, before making any investment decision. Our fiscal year ends on December 31. Unless the context otherwise requires, references to “Venu,” the “Company,” “we,” “us,” and “our” in this offering circular refer to Venu Holding Corporation and our consolidated subsidiaries.

Our Business

Venu is an entertainment and hospitality holding company based in Colorado Springs, Colorado. Through several subsidiary entities, Venu designs, develops, owns, and operates (whether directly or through third-party operators) up-scale music venues, outdoor amphitheaters, and full-service restaurants and bars where music, dining, and luxury experiences converge. Venu was founded in 2017. Since its inception, Venu has strived to set a new standard in the hospitality and entertainment industry through its entertainment-campus venue concept and to meet the growing demand for live entertainment by developing new venues in strategically selected, rapid-growth, entertainment-underserved markets. Venu takes pride in being a catalyst for memorable experiences, a champion of local entertainment, and a contributor to vibrant communities.

To date, Venu has developed, or is in the process of developing, three restaurant concepts and one bar concept, as well as live music, indoor venues that accommodate approximately 1,400 guests and outdoor amphitheaters that accommodate 8,000 or greater guests. Currently, Venu operates two indoor venues, three restaurants, and one outdoor amphitheater across Colorado and Georgia. To complement its first outdoor amphitheater, the Ford Amphitheater, which opened in Colorado in August 2024, Venu expects to complete its opening of an associated mixed-use development adjacent to the Ford Amphitheater in fall 2025, which will consist of a fine-dining restaurant, Roth’s Seafood & Chophouse (“Roth’s”), a rooftop bar and lounge, Brohan’s, and two premier, configurable hospitality spaces framing either side of Roth’s called Notes Hospitality Collection (“NHC”) to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Venu is aiming to develop additional venues in Oklahoma, Texas, and potentially other locations, with the expecting opening of an amphitheater in Broken Arrow, Oklahoma in late 2025 or early 2026 and other venues through 2026.

Venu owns and operates, or will operate, a variety of restaurant, live entertainment, music venue, and hospitality concepts, including its indoor music venue concept, Bourbon Brothers Presents (“BBP”), its outdoor music amphitheater concept, The Sunset Amphitheater, various restaurants and bars, including Bourbon Brothers Smokehouse & Tavern (“BBST”), Notes Eatery (“Notes”), and Roth’s, and premier hospitality space, NHC.

Music Venue Concepts

Bourbon Brothers Presents (Indoor Music Hall)

BBP is the Company’s indoor intimate music and event venue known for promoting national-touring artists as well as upcoming artists and premier local bands and performers. This concept served as Venu’s entry into the live-entertainment venue business. Venu currently operates BBP venues in Colorado (“BBP CO”) and Georgia (“BBP GA”), each of which is designed to flexibly handle approximately 1,400 concertgoers for a general admission concert featuring national-touring artists or to comfortably accommodate roughly 500-700 people for fully seated events complete with eight-top tables for intimate concerts, dueling pianos, tribute bands, and other genres that consistently lure entertainment fans. BBP CO, which was originally known as “The Hall at Bourbon Brothers” or “Boot Barn Hall” like BBP GA is called, became known as “Phil Long Music Hall at Bourbon Brothers” (“Phil Long Hall”) in August 2024. Venu is evaluating developing and then opening a new BBP venue in the Denver metropolitan area. To date, rather than engaging a third-party operator, Venu has directly operated and managed its BBP venues. From time-to-time Venu may also explore other music, restaurant and entertainment venue concepts.

Although live-entertainment promotion is the foundation of Venu’s BBP model, Venu also generates incremental revenue from each BBP location through event rentals, naming rights, and sponsorship sales. The Company charges varying rental rates depending on an array of factors, including the time, day, and date of the rental, the event purpose, and the number of attendees. BBP CO has been rented by a multitude of organizations and businesses for proms and homecomings, corporate functions, political events, and weddings. Venu’s current title sponsor for its BBP GA location is Boot Barn Holdings, Inc. (NYSE: BOOT) (“Boot Barn”), a leading retailer of western and work-related apparel and footwear. Beyond selling the naming rights to its venues, Venu has developed a menu of sponsorship inventory for each of its locations, which primarily offers table and show sponsorship opportunities.

The Sunset Amphitheaters (Outdoor Amphitheaters)

Having successfully implemented its indoor BBP music venue, Venu’s primary focus going forward is to develop significantly larger outdoor amphitheaters, capable of accommodating audiences of at least 8,000, that will attract major national-touring entertainers and will be managed by leading music and entertainment events presenters. In May 2023, the Company broke ground on its first development of The Sunset Amphitheater, now known as the “Ford Amphitheater” (“Ford Amphitheater”), an open-air, 8,000-person amphitheater located in Colorado Springs, Colorado that offers concertgoers unobstructed views of Pikes Peak, the Rocky Mountains, and the United States Air Force Academy. Ford Amphitheater had its grand opening in August 2024. Ford Amphitheater is meant to complement BBP CO as a venue capable of hosting larger national-touring acts. Venu expects to host up to 35-40 concerts and events during Ford Amphitheater’s six-month peak season each year from May through October. For its initial shortened season of August through October 2024, 20 concerts were held. As further described in this offering circular, in July 2024, Venu entered into a Name and Sponsorship Rights Agreement and sold the naming rights to this venue, pursuant to which the venue is known as “Ford Amphitheater.” On June 9, 2025, Venu entered into a binding letter of intent (the “Aramark LOI”) with Aramark Sports and Entertainment Services, LLC (together with its affiliates, “Aramark”), whereby Venu and Aramark agreed to proceed toward entering into definitive written agreements whereby Aramark will be the exclusive provider of certain food, beverage, catering, and concession services, retail services, and custodial, grounds, and facility maintenance services (collectively, the “Services”) to the Company at the Ford Amphitheater. Aramark will receive a management fee based on the gross receipts of the Ford Amphitheater and a share of the Ford Amphitheater’s profits for providing Services at the Ford Amphitheater.

Venu has also entered into public-private partnerships to open Sunset Amphitheater venues in Broken Arrow, Oklahoma (“The Sunset BA”), McKinney, Texas (“The Sunset McKinney”), and El Paso, Texas (“The Sunset El Paso”). The Aramark LOI also provides that Aramark will be the exclusive provider of the Services for The Sunset BA and The Sunset McKinny. Aramark will receive a management fee based on the gross receipts of each location and a share of each location’s profits for providing Services at the locations.

Restaurant Concepts

Bourbon Brothers Smokehouse & Tavern

BBST is the Company’s flagship full-service restaurant concept. BBST serves American classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, and whiskies, as well as local craft beers. Venu currently operates BBST restaurants in Colorado Springs, Colorado (“BBST CO”) and Gainesville, Georgia (“BBST GA”), both of which were designed with a unique blend of dining, bar, and patio or lounge areas that can comfortably accommodate up to 300 customers at one time.

Notes Eatery

“Notes Eatery” is a restaurant concept with a live music theme. Notes Eatery originally opened as “Notes” bar in fall 2022 in the Phil Long Hall-anchored development of the Polaris Pointe retail center in Colorado Springs, Colorado, but expanded to a full restaurant in May 2024. The live music and social bar serves a jazz brunch in a vibrant and eclectic atmosphere, while also hosting private events for breakfast, lunch, and dinner. The Company expects Notes Eatery to cease operations in the third quarter of 2025.

Roth’s Seafood & Chophouse and Notes Hospitality Collection

Roth’s will be an upscale seafood and chophouse in a mixed-use development adjacent to Ford Amphitheater in Colorado Springs, Colorado. The property sits on a total of 4.97 acres and will be designed to capture views of the Rocky Mountains along with unobstructed views of the Ford Amphitheater’s stage. Roth’s will also feature a top-shelf bar and lounge named Brohan’s on the second floor of the mixed-use development, which will offer premium views of Ford Amphitheater that can be monetized during marquee shows.

NHC will feature two, approximately 5,000-square-foot configurable hospitality spaces framing either side of Roth’s on the first floor, which the Company believes will be a premier venue rental location for hosting corporate events, weddings, trade shows, conventions, and other events. NHC’s second floor will consist of over 8,000 square feet that can be flexibly configured into corporate VIP suites, which will feature indoor and outdoor components and will overlook Ford Amphitheater and the Rocky Mountains. Each suite is expected to have a designated corporate sponsor and will be available to rent during Ford Amphitheater events.

Market Opportunity

The music industry has evolved in recent years and decades by the digitalization of the ways in which music is produced, distributed, marketed, and consumed. Physical music sales have been largely displaced by a shift to, and rise in, music streaming, digital downloads, and consumer preference for subscription-based, on-demand music services. While those structural changes have made the music industry more accessible for artists, they have also led to diminishing album-sale revenues, decreasing radio royalties, and difficultly for artists to monetize the streaming platforms that now dominate the industry. In response, artists have become increasingly incentivized to tour. We believe that various markets lack high quality venues that will attract performers and tours, particularly in mid-sized metropolitan areas or on the outskirts of larger metropolitan areas that have experienced significant geographic and population growth in recent years. To date, our restaurant concepts (including smaller indoor venues) and planned outdoor amphitheaters (with adjoining developments) have focused on markets that we believe will support upscale restaurant concepts and live performance venues, such as Colorado Springs, Colorado, Gainesville, Georgia (in the outlying areas of the Atlanta metropolitan area), Tulsa, Oklahoma, the Oklahoma City, Oklahoma metropolitan area, McKinney, Texas (in the outlying areas of the Dallas and Fort Worth metropolitan areas), and the El Paso, Texas metropolitan area. Our management team, led by our Chief Executive Officer, is seasoned in founding early-stage companies and then growing and financing their operations. In addition to our management team, we believe our growth and business strategies outlined below position Venu to capitalize on the demand and growth potential in the music and live entertainment industry.

Competitive Strengths

Our strengths include:

Growth and Business Strategies

Venu prides itself on its luxury venues and exceptional service intended to provide unparalleled experiences to our patrons. With a growing demand for live entertainment and touring acts, Venu strategically develops projects in rapid-growth areas and negotiates naming rights with ubiquitous brands to become a highly sought-after entertainment and hospitality company by municipalities across the country. Our primary means of achieving our growth objectives is to continue expanding through venue and infrastructure development without substantial future dilution. Key components of our business strategy include:

Summary of Risk Factors

We are subject to numerous risks that make an investment in our Company and in our securities is speculative and risky, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, results of operations, financial condition, and/or cash flows. Before investing in our securities, you should carefully consider the risks discussed in the “Risk Factors” section of this offering circular including, among other things, the following:

Please carefully review the section of this offering circular entitled “Risk Factors” for a discussion of each of the risk factors listed above. 

Going Concern

Venu’s accumulated deficit as of December 31, 2024, incurred net losses during the years ended December 31, 2024 and 2023, and anticipated operating loss in 2025 raised substantial doubt about Venu’s ability to continue as a going concern. However, as of the issuance of our consolidated financial statements, we have concluded that there is not substantial doubt about our ability to continue as a going concern for the next twelve months. Any doubt regarding our ability to continue as a going concern was alleviated by our plan to add additional venue locations and to continue our business operations. Venu believes that cash on hand, anticipated improved profitability in 2025 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2025, and additional capital raising and debt financing will allow Venu to continue its business operations for at least 12 months from the date of this offering circular. Nonetheless, Venu’s continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and debt financing. There is no guarantee that we will be able to execute on our business plan.

Capital Structure

Under our Articles of Incorporation, the Company is authorized to issue up to 150,000,000 shares of stock, par value $0.001 per share, of which (i) 144,000,000 shares are denominated as Common Stock; (ii) 1,000,000 shares are denominated as Class B Non-Voting Common Stock; (iii) 5,000,000 shares are denominated as Preferred Stock. Each share of Common Stock entitles its holder to one vote with respect to any matters submitted to the shareholders for a vote whereas a share of Class B Non-Voting Common Stock does not entitle a holder to vote (except as may be required by law). Except with respect to voting rights, our Common Stock and Class B Non-Voting Common Stock have the same preferences, limitations, and relative rights in all respects. The shares of Class B Common Stock are not convertible into Common Stock or any other security of the Company, as the Company’s Articles of Incorporation and other governing documents do not prescribe circumstances or events that require the conversion of shares of Class B Non-Voting Common Stock into Common Stock or provide holders with the right at their option or volition to convert their shares of Class B Non-Voting Common Stock.

Our Preferred Stock may be issued from time to time in one or more series, each of which will have a distinctive designation or title as determined by our Board, which is authorized to establish the designations, preferences, limitations, restrictions, and relative rights of the Preferred Stock and any variations in the relative rights and preferences as between different series of Preferred Stock in accordance with the Colorado Business Corporations Act. As described in this offering circular we have designated 4,750,000 shares of Preferred Stock as the Series A Preferred Stock. We have also designated, and issued, 675 shares of Preferred Stock as Series B 4% Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”). Each share of Series B Preferred Stock is convertible at the option of holders of the Series B Preferred Stock at any time and from time to time into 1,000 shares of Common Stock at a fixed conversion price of $15 per share of Common Stock, plus any accumulated and unpaid dividends. The Company may elect to cause the shares of Series B Preferred Stock to be converted into shares of Common Stock if the last closing trade price for the Common Stock on the NYSE American during twenty (20) trading days out of any thirty (30) consecutive trading day period has been at or above $20.00 per share (as adjusted for any stock splits, stock dividends, recapitalizations or similar events).

As of the date of this offering circular, the Company had the following shares of capital stock issued and outstanding: (i) 40,080,292 shares of Common Stock; (ii) 379,990 shares of Class B Non-Voting Common Stock; and (iii) 675 shares of Series B Preferred Stock.

Corporate Information

The Company was originally formed in Colorado on March 13, 2017, as Bourbon Brothers Restaurants, LLC, a Colorado limited liability company, prior to its conversion to a Colorado corporation and name change to Notes Live, Inc. on April 6, 2022. On September 6, 2024, we changed our name to “Venu Holding Corporation” by amending and restating our Articles of Incorporation. Our principal executive office is located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. Our telephone number at that address is (719) 895-5483. Our website address is https://venu.live/. Information contained on or that can be accessed through our website is not incorporated by reference into this offering circular. Investors should not consider any such information to be part of this offering circular.

Initial Public Offering

In November 2024, the Company completed an initial public offering of 1,200,000 shares of Common Stock at a public offering price of $10.00 per share. The Company also granted the underwriters a 45-day option to purchase up to 180,000 additional shares of Common Stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on November 29, 2024. The shares of Common Stock began trading on the NYSE American LLC on November 27, 2024, under the symbol “VENU.” The sale of shares of Common Stock in the Offering generated net proceeds to the Company of approximately $12.3 million, including proceeds generated from the underwriters’ exercise in full of their over-allotment option, after deducting underwriting discounts and commissions and other estimated offering expenses.

Implications of Being an Emerging Growth Company

Given that our Company had less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” (an “EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an EGC, for up to five years, we may elect to take advantage of certain specified exemptions from reporting and other regulatory requirements that are otherwise generally applicable to public companies. For example, these exemptions would allow us to:

We may take advantage of these exemptions for up to five years or such earlier time as we are no longer an “emerging growth company.” We will qualify as an “emerging growth company” until the earliest of:

Additionally, the JOBS Act enables EGCs to take advantage of an extended transition period for complying with new or revised accounting standards, which allows an EGC to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have taken advantage of certain reduced reporting obligations available to EGCs in this offering circular. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. For more information, see “Risk Factors—Risk Factors Related to Being and Reported as a Public Company—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 common shares less attractive to investors.”

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure, and may present only two years of audited financial statements and related MD&A disclosure.

THE OFFERING

(1) Subject to change at the Company’s sole option. The receipt and use of the perks is subject to the terms, conditions and policies described in the section entitled “Plan of Distribution.”

Unless we specifically state otherwise or the context otherwise requires, our issued and outstanding capital stock after this offering is based on there being 40,080,292 shares of our Common Stock outstanding as of the date of this offering circular and excludes:

Except as otherwise indicated, all information in this offering circular assumes no exercise of the Agent Warrants.

¹ The Company’s Board of Directors has authorized an amendment to the Amended and Restated 2023 Omnibus Incentive Compensation Plan to increase the number of shares of Common Stock issuable under the plan to from 2.5 million shares to 7.5 million shares, however, that amendment is contingent upon approval by the Company’s shareholders which the Company expects to seek in the fall of 2025.

Summary Financial Information

The following tables summarize our consolidated financial data for the periods and as of the dates indicated. We have derived the summary financial data from the years ended December 31, 2024 and 2023 from our audited consolidated financial statements and related notes included elsewhere in this offering circular. The summary data for the three months ended March 31, 2025 and 2024 is derived from our unaudited consolidated financial statements appearing elsewhere in this offering circular. Our historical results are not necessarily indicative of results that may be expected in the future. You should read the following summary consolidated financial data together with our audited and unaudited consolidated financial statements and related notes, as well as the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere in this offering circular.

Consolidated Statements of Operations Data

Balance Sheet Data

RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information appearing elsewhere in this offering circular, before deciding to invest in our securities. The occurrence of any of the following risks could have a material and adverse effect on our business, reputation, financial condition, results of operations, and future growth prospects, as well as our ability to accomplish our strategic objectives. As a result, the market value of our securities could decline, and you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and market value.

General Risks Related to Venu

Venu will likely require additional capital to support its business plan and potential growth, and this capital might not be available on favorable terms, or at all.

Venu’s operations will likely require substantial additional financial, operational, and managerial resources. Venu may have insufficient cash to fund its working capital or other capital requirements and may be required to raise additional funds to continue or expand its operations. If Venu is required to obtain additional funding in the future, it may have to seek debt financing or obtain additional equity capital. Additional capital may not be available to Venu or may only be available on terms that adversely affect existing shareholders or restrict Company operations. For example, if Venu raises additional funds through issuances of equity, its existing shareholders could suffer significant dilution and any new equity securities issued by Venu could have rights, preferences, and privileges superior to those of existing shareholders. There can be no assurance that financing will be available to Venu on reasonable terms, if at all. The inability to raise additional funds will materially impair Venu’s ability to grow its revenues. Further, as a result of the ongoing volatility of the global markets, a general tightening of lending standards, and a general decrease in equity financing (and similar type) transactions, it could be difficult for Venu to obtain funding to allow Venu to continue to develop and implement its business.

Venu has incurred net losses and anticipates that it will continue to incur net losses for the near-term future and may never achieve profitability.

Venu is a hospitality and entertainment business that was formed in 2017. Venu is continuing to implement its business plan of opening, and then operating restaurants, venues and amphitheaters in new markets. Venu’s business plan is speculative as the development of its venues entails substantial upfront capital expenditures and the risk that the development and opening of its venues may be delayed or otherwise prove not to perform as projected. Although Venu has generated increasing revenues since its inception, to date Venu has not been profitable and has incurred net losses in each of 2023 and 2024. Venu expects to continue to spend significant resources to develop, open, and then operate its planned restaurants, venues, and amphitheaters. Venu also expects that it will incur an operating loss in 2025. Venu may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect its business. The size of Venu’s future net losses (if any) and its ability to generate a profit will depend, in part, on the rate of future growth of expenses and its ability to generate additional revenues. It is possible Venu may never be profitable and, if it does achieve profitability, Venu may not be able to sustain or increase profitability on a quarterly or annual basis.

Venu had an accumulated deficit of $47,361,208 as of December 31, 2024 and incurred net losses of $32.9 million and $11.4 million, respectively, during the years ended December 31, 2024 and 2023. Venu expects that it will incur an operating loss in 2025. These conditions raised substantial doubt about Venu’s ability to continue as a going concern; however, based on management’s plan to add additional venue locations and to continue its business operations, Venu believes that such substantial doubt has been alleviated. Venu believes that cash on hand, anticipated improved profitability in 2025 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2025, the proceeds of this offering, and additional capital raising and debt financing will allow Venu to continue its business operations for at least 12 months from the date of this offering circular. Nonetheless, Venu’s continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and debt financing. There is no guarantee that we will be able to execute on our business plan.

Venu’s business plan is based on numerous assumptions and estimates that may not prove accurate.

When evaluating where and when to attempt to open new venues Venu has to evaluate and make assumptions regarding potential demand in a given market and location, and the ability to attract events and acts to its venues. Venu needs to make estimates and forecasts regarding numerous factors, such as, the number of events that can be booked into a particular venue in a particular market, average attendance at these events, potential partnership revenue, likely ticket prices operating costs, and other potential revenue streams (such as parking). Venu makes these evaluations and estimates based on a variety of factors including industry and market data, as well as its experience to date. Estimates regarding the number and timing of future venue openings is based on various factors, such as the status of projects under construction, the entitlement status for certain projects, and discussions and negotiations with various municipalities. These estimates and assumptions are limited by, among other things, the fact that any data and estimates Venu has, or will utilize, for its projects are based on other venues, projects and circumstances, and as with all modeling and forecasts, these other venues, projects and circumstances may not exactly correlate with the venues Venu is, and plans, to develop. These estimates and assumptions are not an assurance that Venu will achieve any certain revenue targets with respect to a venue or when and whether a particular venue will be in operation, as the opening of music, live entertainment venues, restaurants and campuses are subject to numerous risks, and uncertainties, many of which are out of Venu’s control. As a result, Venu’s business plan is based on numerous assumptions and estimates that Venu believes are reasonable but which may prove to be incorrect. No assurance can be given regarding Venu’s ability to open a particular venue or execute on all facets of its plans, or whether any particular venue or campus will ultimately prove to be profitable for Venu or the reliability of the assumptions and estimates upon which various aspects of Venu’s business plan are based. Venu’s ability to adhere to and implement its business plan will depend upon Venu’s ability to successfully raise funds and a variety of other factors, many of which are beyond Venu’s control.

Venu’s debt obligations may adversely affect cash flow and impose restrictions on the ability to operate its business.

Venu from time to time utilizes credit and debt facilities in its operations and to acquire assets. As of March 31, 2025, Venu (together with its subsidiaries) had $54,668,066 of outstanding indebtedness, primarily under mortgage loans, loans with municipalities in connection with land acquisitions, and a revolving debt financing note with KWO, LLC. For example, certain of the real property assets owned by certain of Venu’s subsidiaries are subject to a mortgage, including the two properties that are owned by Hospitality Income & Asset, LLC, which are the sites of Venu’s Bourbon Brothers Presents restaurant and the Bourbon Brokers Smokehouse & Tavern venue in Colorado Springs. Venu’s indebtedness could have significant adverse effects on the Company, including with respect to the following:

Venu expects to obtain the funds to pay its day-to-day expenses and to repay its indebtedness primarily from operations. Venu’s ability to meet expenses and make these payments therefore depends on its future performance, which will be affected by financial, business, economic and other factors, many of which the Company cannot control. Venu’s business may not generate sufficient cash flow from operations in the future, and its currently anticipated growth in revenues and cash flow may not be realized, either or both of which could result in the Company being unable to repay indebtedness, or to fund other liquidity needs. If Venu does not have enough funds, it may be in breach of debt covenants and/or be required to refinance all or part of its then existing debt, sell assets or borrow more funds, which Venu may not be able to accomplish on terms favorable to the Company, or at all. In addition, the terms of existing or future debt agreements may restrict Venu from pursuing any of these alternatives. If Venu defaults on its obligations, that could lead the lender to foreclose and Venu could lose its investment in the applicable asset.

Venu faces risks related to material weaknesses in its internal control over financial reporting, and there are inherent limitations on the effectiveness of the controls and procedures that it implements. Venu’s failure to remediate such material weaknesses could adversely affect its ability to report its financial condition and results of operations in a timely and accurate manner.

Venu is subject to various SEC reporting and other regulatory requirements. Effective internal controls over financial reporting are necessary for Venu to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud and material errors in transactions and to fairly present financial statements. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations.

As of December 31, 2024, Venu’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of Venu’s “disclosure controls and procedures” (as defined in the Rules 13a-15(e) and 15d-15(e)) of the Exchange Act) and concluded that the disclosure controls and procedures were not effective due to material weaknesses in Venu’s internal control over financial reporting. Venu had limited accounting and finance personnel, which impacted its ability to properly segregate duties relating to Venu’s internal controls over financial reporting. In addition, Venu’s financial close process was not sufficient. While Venu has processes to identify and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its systems, processes, and human capital resources with respect to its accounting and finance functions. The elements of Venu’s remediation plan can only be accomplished over time with the addition of experienced accounting and finance employees and, where necessary, external consultants, and with the implementation of enhanced accounting systems and financial close processes.

Venu has commenced remediation of the above discussed material weaknesses in that it grew its accounting staff over 57% during the year ended December 31, 2024, compared to December 31, 2023. Venu will continue to evaluate its accounting and finance staffing needs as well as make planned enhancements to its systems and improvements to its financial reporting processes. However, there can be no assurance that Venu will be successful in remediating the material weaknesses in its internal control over financial reporting. If Venu is unable to successfully complete its remediation efforts or favorably assess the effectiveness of its internal control over financial reporting, Venu’s operating results, financial position, stock price, and ability to accurately report its financial results and timely file its SEC reports could be adversely affected.

Venu’s management, including the Chief Executive Officer and Chief Financial Officer, believes that disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that the disclosure controls and procedures or the internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. If Venu unable to provide reliable and timely financial reports in the future, its business and reputation may be harmed. Failures in internal controls may also cause Venu to fail to meet reporting obligations, negatively affect investor and customer confidence in Venu’s management, or result in adverse publicity and concerns from investors and customers, any of which could have a negative effect on the price of Venu’s common stock, subject Venu to regulatory investigations, potential penalties, or stockholder litigation, and have a material adverse impact on Venu’s business and financial condition.

Certain subsidiaries of Venu that own, or are expected to own, key real property assets are not wholly owned, and as a result, third parties have rights in certain assets and operations of those subsidiaries.

Venu holds certain of its real property assets and projects in limited liability companies that are not wholly owned, with third parties, in certain cases owning a membership interest greater than 50%. For example, Venu’s membership interest in The Sunset Amphitheater LLC (which owns Ford Amphitheater) is approximately 10%, however, the governing document for this entity provide that the equity held by third-party investors do not afford those members with voting rights. In addition, the governing documents for The Sunset Amphitheater LLC provide that in the case of distributions of available cash resulting from events held at the venue, the third-party investors are only entitled to receive a defined portion of that distribution. As such, the economic rights of those third-party investors are not necessarily equivalent to their ownership interest. In connection with their membership interests, third-party investors are typically afforded certain other rights, such as rights to use the firepit suites located at planned outdoor amphitheater venues. Venu has, and expects to have, third-party investors hold non-voting interests in other subsidiaries, such as Sunset at Mustang Creek LLC and Sunset at Broken Arrow LLC, in each case subject to terms that are similar in nature to those in the governing documents of The Sunset Amphitheater LLC. As a result of these subsidiaries being less than wholly owned, a portion of the revenues or other value generated by the operations and assets of the applicable subsidiaries will be for the benefit of third parties and not for the benefit of, or distributed to, Venu. In addition, owning and operating assets through subsidiaries that are not wholly owned inherently raises other risks, such as an increased potential for decision-making conflicts with minority owners, diminished control over the subsidiary’s operations, increased likelihood of shareholder misalignment regarding the subsidiary’s operational strategies and priorities, dilution of financial returns, and increased governance complexity. Whether or not Venu holds a majority interest or maintain voting and operational control in such arrangements, third-party members and stakeholders may, for example, (1) have economic or business interests or objectives that are inconsistent with or contrary to those of Venu; (2) regardless of the terms of the governing documents of the subsidiary attempt to, or threaten to, seek to block or impede actions that Venu believes are in its and the subsidiary’s best interests; (3) act contrary to Venu policies or objectives; or (4) be unable or unwilling to fulfill or comply with any obligations or restrictions related to their rights to utilize certain assets (such as suites).

For an overview of Venu’s economic versus ownership interests in each of its subsidiaries, see “Business – Venu’s Subsidiaries and Properties.”

The agreements specifying the terms of Venu’s public-private partnerships with local municipalities impose various conditions, obligations, restrictions, and covenants related to Venu’s ownership, use, development, and operation of the properties it acquires and the venues it constructs. Venu’s failure to comply with such restrictions could subject Venu to various consequences, ranging from the payment of monetary fees to the clawback of purchased property, any of which could have a materially adverse impact on Venu’s business and financial condition.

One of Venu’s key business-expansion strategies is forming public-private partnerships with local municipalities to acquire land at lower prices and on better terms than Venu likely could have negotiated in open-market sales or to obtain financial incentives that offset the costs of constructing and operating new venues. In exchange for the financial benefits that motivate Venu’s property acquisition and venue development within a given municipality, the agreements specifying the terms of Venu’s public-private partnership with the municipality, which may include development, parking, facilities-use, or similar agreements, often contain conditions, obligations, and covenants (collectively, “Restrictions”) related to the financial incentives for a project and that restrict Venu’s ownership, use, and development of the land it acquires and the venues it constructs and operates and imposes potential monetary penalties on Venu if certain milestones are not achieved. Venu’s failure to comply with any Restrictions could pose a material risk to Venu’s financial condition and business operations. The Restrictions described below are among the Restrictions that have been included in the terms of public-private partnerships Venu has entered into to date and also depicts the types of Restrictions that Venu may be subject to under future public-private partnerships it enters.

Risks Related to Venu’s Industry and Current and Planned Operations

Venu’s ability to open new amphitheaters and venues on schedule and in accordance with targets may be adversely affected by delays or problems associated with acquisition and construction delays, recruiting and training qualified employees to operate the venues and by other factors, some of which are beyond Venu’s control and the timing of which is difficult to forecast accurately.

Venu’s goal is to open additional venues through 2026 and beyond. To achieve that goal, Venu, or a subsidiary, must successfully acquire the underlying land or satisfy all conditions to close on its land acquisitions, and then, among other things, oversee the construction of the improvements and build-out of those locations. Venu may not accurately predict the timing or ultimate success of its ability to timely open its proposed new venues. Delays encountered in negotiating, or the inability to finalize to Venu’s satisfaction, the development and installation of any necessary improvements may cause a significant variance in Venu’s financial targets. In addition, Venu’s anticipated schedule of opening any new venue may be adversely affected by other factors, some or all of which are beyond Venu’s control, including but not limited to the following:

Venu’s inability to open new venues by the end of 2026 would adversely affect Venu’s projected results of operations and financial condition.

The success of Venu’s amphitheater and venue projects depends on the popularity of guest experiences at those venues, as well as Venu’s ability to attract advertisers, marketing partners, operating partners, audiences and artists to concerts at other events at those locations. If The Sunset Amphitheater and other venues owned by Venu do not appeal to customers, or if Venu is unable to attract advertisers and marketing partners, there will be a material negative effect on the Company’s business and results of operations.

The financial results of Venu planned amphitheater venues are largely dependent on the popularity of visitor experiences at The Sunset Amphitheater(s), which are intended to provide a high-end experience to visitors. Venu has marketed its venues as being distinct from other amphitheaters and venues, and there is an inherent risk that Venu may be unable to achieve the level of success appropriate for the significant investment involved. Fan and consumer tastes also change frequently, and it is a challenge to anticipate what will be successful at any point in time. Should the popularity of Venu’s Sunset Amphitheater venues not meet expectations, Venu’s revenues from ticket sales, and concession and merchandise sales would be adversely affected, and the Company might not be able to replace the lost revenue with revenues from other sources. As a result of any of the foregoing, Venu may not be able to generate sufficient revenues to cover its costs, which could adversely impact its business and results of operations and the price of the Company’s Common Stock.

Additionally, Venu’s amphitheater and entertainment venue focused business is dependent on its ability to attract advertisers and marketing partners to its signage, digital advertising and partnership offerings. Advertising revenues depend on a number of factors, such as the reach and popularity of Venu’s venue(s) (including risks around consumer reactions to advertisers and marketing partners), the health of the economy in the markets in which Venu’s venues are located and in the nation as a whole, general economic trends in the advertising industry and competition with respect to such offerings. Should the popularity of Venu’s advertising assets not meet expectations, its revenues would be adversely affected, and Venu might not be able to replace the lost revenue with revenues from other sources, which could adversely impact its business and results of operations and the price of its Common Stock.

The success of Venu’s amphitheater and entertainment venue focused business will also depend upon its ability to offer and attract live entertainment that is popular with guests. While the Company believes that its venues will enable new experiences for audiences in its markets, there can be no assurance that guests, artists, promoters, advertisers and marketing partners will embrace the Company’s venues. Venu facilities will contract with promoters and others to provide performers and events at its venues. There may be a limited number of popular artists, groups or events that are willing to take advantage of the immersive experiences and next generation technologies (which cannot be re-used in other venues) or that can attract audiences to the Sunset Amphitheater venues, and Venu’s business would suffer to the extent that that it is unable to attract such artists, groups and events willing to perform at its venues.

Venu’s construction of its first outdoor amphitheater project in Colorado Springs required, and future amphitheater facilities that Venu intends to open will require, significant capital investments by Venu with no assurance that the venues will be successful.

Venu is progressing with its venue strategy to create, build, and own new music and entertainment-focused outdoor amphitheater venues — its Sunset Amphitheater collection. There is no assurance that this initiative will be successful. Venu completed construction of its first Sunset Amphitheater in Colorado Springs in August 2024 and intends to open additional venues in Oklahoma and Texas. The costs to develop and then build Sunset Amphitheaters are substantial and substantially in excess of currently available funds. For example, Venu has committed $70 million of private investments to the construction of The Sunset BA, which will require Venu directly, or indirectly through a subsidiary that will own the venue, to seek and execute on one or more outside sources of capital, as Venu’s current cash flows and resources alone likely would not support a development of this magnitude. There is no assurance that Venu will ultimately be able to secure outside capital that will be necessary to fund various of its planned projects and developments. Any inability to raise outside capital timely, or at all, could delay the development and opening of planned venues, or lead to their termination either by Venu or the applicable municipality or counter party.

In addition, it is always difficult to provide a definitive construction cost estimate for large-scale construction projects. Venu’s estimates and projections with respect to opening dates, costs estimates, event scheduling, or other matters inherent in the development and ownership of amphitheater venues may not prove wholly accurate as it rolls out additional venue projects across varying markets. In light of the design of The Sunset Amphitheater collection, including the use of technologies and features that are associated with many entertainment venues, the risk of delays and higher than anticipated costs are elevated. Although Venu completed construction of Ford Amphitheater in August 2024, Venu may face unexpected project delays and other complications with respect to the operation of other projects planned for development.

Venu has not finalized certain plans and specifications for many of its proposed new venue locations, and as a result Venu’s costs may be higher than anticipated, resulting in possible additional capital requirements, additional debt, or less favorable operating results than projected.

Planning for the design and construction of Venu’s in-development or future Bourbon Brothers Presents, Bourbon Brothers Smokehouse & Tavern, and The Sunset Amphitheater venue locations is ongoing. Until the final planning and development for each venue is complete, any cost estimates contained in Venu’s budget are subject to change. Since the Company’s development costs have not yet been finalized for many of its ongoing and planned projects, Venu may require additional capital in the form of shareholder contributions, additional debt or equity financing, or both. If Venu’s costs are higher than projected, the operating results contained in the Company’s projections may be less favorable.

Venu may suffer project delays, increased costs, and financial losses if city councils or other local governmental bodies oppose Venu’s land-purchase and venue-construction proposals or reject purchase and development agreements that Venu has negotiated with other regulatory bodies within a given city.

Venu’s business model involves entering into public-private partnerships with local municipalities that offer various financial and tax incentives to Venu in exchange for Venu’s agreement to construct a venue in the city. These partnerships may require approval from several levels of local government, including local city councils that may have the authority to vote on and approve or oppose our proposed land purchases and venue-construction projects. In some cases, we may negotiate with one local regulatory body and enter into a binding purchase and sale agreement that makes the closing of our land purchase contingent on receiving the local city council’s final approval. Similarly, we may enter into operating or development agreements with other third parties that include city-council approval as a condition precedent. Despite having a purchase agreement in place and having received the approval of another local governmental body, there is a risk that the local city council may vote down our purchase and construction proposals or binding agreements. That could occur due to changes in political priorities, public opposition, a misalignment between local regulatory bodies in their strategic objectives for a city, or other factors beyond on our control. This risk was exemplified by our attempted purchase of land in Oklahoma City, Oklahoma in June 2023, when we entered into a binding purchase and sale agreement with the Oklahoma City Planning Commission that was ultimately rejected by local city council.

The rejection by a local city council of our proposed land acquisition or construction plan could result in significant project delays and increased costs as we attempt to address the city council’s concerns, negotiate alternative arrangements, or pursue the purchase of other land. Such a rejection could also lead to a loss of our investment in the preliminary stages of development, including the planning and design process. While we strive to mitigate this risk by engaging with local governmental officials early on when attempting to expand our operations to a new city, conducting thorough due diligence of the properties we are evaluating for purchase, and negotiating contractual protections to minimize any financial losses or penalties we would incur if our contemplated purchase of land or venue construction is opposed by a local city council, we cannot predict how a city council will vote, and we cannot assure that we will be successfully in overcoming any such opposition.

Potential development and construction delays could cause Venu’s estimate of future income, expenses, and development costs to be inaccurate.

Venu has fully developed and constructed each of its operating or under construction venues to date, and expects to do so for its planned new projects. Properties that require development and construction involve more risk than other properties, typically do not generate operating revenue while costs are incurred to develop the properties, and may also generate certain expenses such as property taxes and insurance costs. In addition, market conditions may change during the course of development that may make the plan of development less attractive than at the time it was conceived. Development activities include the risks that such projects may be abandoned after expending capital and other resources, the construction costs of such projects may exceed original estimates, and the construction of a property may not be completed on schedule. Development activities are also subject to risks relating to the inability to obtain, and delays in obtaining, all necessary entitlement, zoning, land-use, building, occupancy, and other required governmental permits and authorizations. Delays in construction will delay the opening of new venues. Management’s estimate of future income, expenses, and development costs that are necessary to allow Venu to market this offering as originally intended may prove to be inaccurate. Contingencies in development activities beyond the control of Venu may occur.

The success of Venu’s business operations depends in part on its ability to acquire, develop, lease, and maintain live-music venues, and if it is unable to do so on acceptable terms, or at all, its results of operations could be adversely affected.

The Company’s business requires access to venues to generate revenue from live music concerts and other events. The Company has entered into a number of leasing and operating agreements for its venues. If the Company is unable to renew these agreements or to obtain new agreements on favorable, acceptable terms that are compatible with the Company’s existing operations, the Company’s operations may be negatively impacted.

The Company’s ability to continue expanding its operations through the development of new, and the expansion of existing, live music venues and restaurants is subject to a number of risks, including that (i) the construction of live music venues may result in cost overruns, delays, or unanticipated expenses; (ii) desirable sites for music venues may be unavailable or too costly; and (iii) the attractiveness of our existing venue locations may deteriorate over time. Growing or maintaining the Company’s existing revenue depends in part in making consistent investments in its venues. To meet long-term, increasing demand, improve value, and grow revenue, the Company may have several capital-improvement projects underway at any given time. Numerous factors, many of which are beyond the Company’s control, may influence the ultimate costs and timing of various capital improvements.

The amount of capital expenditures can vary significantly from year to year. In addition, actual costs could vary materially from the Company’s estimates if its assumptions about the quality of materials, equipment, or workmanship required or the cost of financing such expenditures were to change. Construction is also subject to governmental permitting processes, which, if modified, could materially affect the Company’s ultimate costs.

Additionally, the market potential of the Company’s live music venues, concerts, and restaurants cannot be precisely determined. The Company may face competition in markets from unexpected sources. Because of that competition, the Company may be unable to add to or maintain its collection of live music venues and concert and restaurant offerings on terms it considers acceptable.

Venu’s reliance on third-party operators to manage and operate Ford Amphitheater and future amphitheater locations exposes Venu to risks, including profit sharing, limited operational control, non-compete restrictions, indemnification obligations, and potential disruptions from the termination or renewal of operating agreements.

We rely, or may rely, on third-party operators to manage and operate certain of our live-music and entertainment venues. For example, Venu partnered with AEG Presents — Rocky Mountains, LLC (“AEG”) to operate Ford Amphitheater in Colorado pursuant to an exclusive operating agreement between the parties. Our agreements with third-party operators typically include provisions regarding the sharing of profits, indemnification requirements, non-compete restrictions, and other limitations on our control over the venue’s operations. As a result, our reliance on third-party operators subjects us to certain unique risks.

Our profitability from venues for which we use a third-party operator depends, in part, on the operator’s performance and success. Any failure by an operator to effectively operate our venue may negatively impact our ticket sales and financial results. Any requirement to share profits with a third-party operator may limit our realization of the full financial benefits of our venues.

The use of third-party operators also inherently reduces Venu’s operational control over a venue and may impair Venu’s expansion capabilities in a given area due to non-compete restrictions. Lack of operational control over one of our venues may lead to inconsistencies in service quality, brand reputation, and overall customer experience, which may adversely impact our business.

Our exclusive operating agreement with AEG, for example, grants AEG the exclusive right to operate and use Ford Amphitheater for events, subject to limited exceptions such as Venu having the right to use and reserve the venue for local events or performances by bands that are not nationally recognized or promoted. In addition, the agreement provides for a defined split of the venue’s profits and losses between Venu and AEG in a range between 45% to 55% between the two parties, but gives each party certain opt-out rights for events such that a party may not be responsible for any losses that may result from certain events held at the venue (but will also not be entitled to any profits that may result from such events). The agreement also imposes restrictions on AEG from operating venues that are comparable to Ford Amphitheater within a defined radius of the venue and imposes restrictions on Venu from owning, operating, or developing a competing venue within a defined radius. Non-competition and development restrictions may limit our ability to expand our business in certain key markets, which could hinder our growth opportunities and competitive positioning.

Our exclusive operating agreement with AEG also includes renewal and termination provisions. If AEG fails to renew the agreement or if the agreement is terminated, Venu may face disruptions in the operation of Ford Amphitheater, unexpected costs to find a replacement operator, or the inability to continue operating Ford Amphitheater under terms similar to those defined in the AEG exclusive operating agreement.

Any of the foregoing risks, if realized, could have a material adverse effect on our business, financial condition, and results of operations. Further, any negative publicity or events concerning an operator or other locations it operates may adversely affect public perception of our venues operated by such operator.

Venu was previously engaged in litigation related to its construction and operation of Ford Amphitheater in a lawsuit that was ultimately dismissed by the district and appellate courts. If the plaintiffs were to appeal to the Colorado Supreme Court, an adverse outcome for Venu in the appeal could negatively affect Venu’s business operations and prevent Venu from fulfilling certain contractual obligations related to scheduled events at Ford Amphitheater. Venu may face similar lawsuits in other municipalities where it is constructing, or plans to construct, Sunset Amphitheaters.

The planning, construction, and development of Venu’s venues requires the Company to obtain and various governmental approvals and permits. As disclosed under “Venu Business — Legal Proceedings,” Venu, Venu Real Estate, LLC, and the City of Colorado Springs, Colorado (the “City”) were defendants in a lawsuit filed in the El Paso County District Court of Colorado on September 26, 2023 by a neighborhood association and an individual who sought to enjoin Venu’s construction and operation of Ford Amphitheater based on allegations that the venue would emit “unlawful noise pollution” in violation of state law. Venu filed a motion to dismiss, which the El Paso County District Court granted on January 11, 2024. The plaintiffs then filed an appeal to the Colorado Court of Appeals, which affirmed the dismissal of all claims against Venu on September 12, 2024.

Although Venu believes it complied with all applicable codes and procedures required to obtain the City of Colorado Springs’ approval to construct Ford Amphitheater, and is encouraged by the El Paso County District Court’s dismissal of the lawsuit and the Colorado Court of Appeals’ affirmation of the dismissal in September 2024, there is no assurance that the plaintiffs will not appeal to the Colorado Supreme Court or attempt to pursue other legal recourse. Any reversal of the dismissal affirmed by the Colorado Court of Appeals, the suspension, revocation, or rejection by the City of any of the permits or waivers required for Venu to continue its construction of and eventual operation of Ford Amphitheater, or any other unfavorable outcome from the appeal and litigation could subject Venu to adverse commercial ramifications and negatively impact Venu’s business operations, financial condition, construction timeline, and ability to comply with its contractual obligations to host scheduled concerts and events at Ford Amphitheater that began in August 2024. If Venu loses on appeal or if the process or outcome of the appeal delays Venu’s completion of Ford Amphitheater’s construction and delays the opening of that venue, Venu may be required to cancel or reschedule certain concerts and events, which would increase Venu’s costs for the events, could negatively impact attendance and food-and-beverage sales at the events and delay or decrease Venu’s ability to generate revenues through events scheduled at the venue.

Venu could face similar lawsuits in other locations where it is constructing, or plans to construct, Sunset Amphitheaters based on similar laws or other local ordinances. An adverse outcome of the appeal in Colorado could serve as precedent for claims to be brought by other potential plaintiffs in other jurisdictions, thereby exposing Venu to greater litigation risk. Any litigation of this nature, regardless of outcome, could result in substantial costs being incurred by Venu, management’s focus and resources being diverted, Venu’s expected timelines for construction, operations, and event hosting being impeded, and loss of revenues. Any of the foregoing risks and adverse outcomes could materially impact Venu’s business, financial condition, results of operations, and/or cash flows.

If Venu fails to execute its business strategy, which includes identifying, acquiring, and then developing new restaurant, amphitheater, and entertainment venue locations, and opening locations that are profitable, Venu’s business could suffer.

Venu’s primary means of achieving growth objectives is opening and operating new and profitable restaurants and entertainment venues, and its outdoor amphitheaters. This strategy involves numerous risks, and Venu may not be able to open all planned new venues, and the new locations that do open may not be profitable or as profitable as existing locations.

A significant risk in executing Venu’s business strategy is locating, securing, and then profitably operating suitable new locations for restaurants and music venues. Many of the larger projects Venu has undertaken, and, expects to undertake (being outdoor amphitheater projects), require a significant land footprint to locate the building, parking and other ancillary improvements. Locating, and then acquiring suitable sites is subject to numerous challenges, and there can be no assurance that Venu will be able to find sufficient suitable locations or negotiate suitable purchase or lease terms for planned expansion in any future period. Economic conditions may also reduce commercial development activity and limit the availability of attractive sites for new locations. New locations that open may experience an adjustment period before sales levels and operating margins normalize, and even sales at successful newly opened locations likely will not make a significant contribution to profitability in their initial months of operation. Venu’s ability to open and operate new locations successfully also depends on numerous other factors, some of which are beyond our control, including, among other items discussed in other risk factors, the following: ability to control construction and development costs of new restaurants and venues; ability to manage the local, state or other regulatory approvals and permits, zoning and licensing processes in a timely manner; ability to appropriately train employees and staff the venues; consumer acceptance of venues in new markets; and ability to manage construction delays related to the opening of a new venue. Delays or failures in opening new locations or achieving lower than expected sales in new locations could materially adversely affect business strategy and could have an adverse effect on business and results of operations.

Expansion into new geographic markets may present increased risks due to relative unfamiliarity with these markets.

Certain new venues, amphitheater and restaurant locations may be in areas in which Venu has not previously had a presence. Those new markets may have different competitive conditions, consumer tastes, and discretionary spending patterns than current markets where Venu has operations, which may cause new locations to be less successful than restaurants and venues in Venu’s core market. An additional risk of expanding into new markets is the potential for lower or lacking market awareness of the Venu brand. Restaurants and venues opened in new markets may open at lower average weekly sales volumes than locations opened in Venu’s core market and may have higher facility-level operating expense ratios than in existing markets. Restaurants and venues opened in new markets may take longer to reach average unit volume and margins, if at all, thereby affecting our overall profitability.

The catastrophic loss of a facility could adversely affect business.

The catastrophic loss of any of Venu’s facilities, venues, or restaurant location due to unanticipated events, such as fires, an act of terrorism or violent weather, would likely reduce revenues during the affected period, and such reduction would likely have a material adverse impact on Venu’s operating results, at least until Venu is operating a significant number of facilities.

Venu’s operational costs may be greater than projected due to factors beyond Venu’s control that slow project development and may adversely impact Venu’s profitability.

The costs in the restaurant and music venue industries are often underestimated and may increase by reason of factors beyond Venu’s control. Such factors may include weather conditions, legal costs, labor disputes, governmental regulations, equipment breakdowns, property availability, governmental regulatory interference, insurance costs and other disruptions. While Venu intends to manage these costs diligently, the risk of running over budget is always significant and may have a substantial adverse impact on the profitability of Venu. In such event, additional sales of any of Venu’s equity securities or additional financing may be required to continue the business of Venu, and there can be no guarantee that Venu could successfully conclude such additional sales or obtain such additional financing at all or on terms that were acceptable to Venu, which could have a materially adverse effect on Venu and its operations.

Venu’s restaurants and live-music venues face intense competition, and if Venu is unable to continue to compete effectively, its business, financial condition, and results of operations would be adversely affected.

The restaurant industry is intensely competitive, and Venu faces many well-established competitors. Venu competes within each market with national and regional restaurant and retail chains and locally owned restaurants and retailers. Competition from other regional or national restaurant and retail chains typically represents the more important competitive influence, principally because of their significant marketing and financial resources. Venu also faces competition as a result of the convergence of grocery, deli, retail, and restaurant services, particularly in the supermarket industry. It also faces competition from various off-premise meal replacement offerings including but not limited to home meal kits delivery, third-party meal delivery, and catering, and the rapid growth of these channels by competitors. Moreover, competitors can harm business even if they are not successful in their own operations by taking away customers or employees through aggressive and costly advertising, promotions, or hiring practices. Venu competes primarily on the quality, variety, and perceived value of menu and retail items. The number and location of restaurants, the growth of e-commerce, type of concept, quality and efficiency of service, attractiveness of facilities, and effectiveness of advertising and marketing programs also are important factors. Venu anticipates that intense competition will continue with respect to all of these factors. It also competes with other restaurant chains and other retail businesses for quality site locations, management and hourly employees, and other competitive pressures that could affect both the availability and cost of these important resources. If Venu is unable to continue to compete effectively, its business, financial condition, and results of operations would be adversely affected.

Venu may face challenges in building name recognition, developing its reputation, and protecting its brand and reputation from adverse events that may not be within Venu’s control, which could adversely impact its expansion efforts, its operating results, and its ability to attract talented performers, generate audience enthusiasm, sell tickets, and generate revenue from its venues.

To date, we have opened a limited number of restaurants and two indoor music venues in a total of two markets, and we opened our first outdoor amphitheater in August 2024 in one of our existing markets. As a company with limited history and operations, to date, our name and brand is not widely known. We believe that growing, protecting, maintaining and enhancing our name and brand recognition, and greater market awareness for our venues, is integral to our success in our current markets, particularly as we open Ford Amphitheater and as we seek to expand into new markets. Growing, protecting, maintaining and enhancing our brand will depend largely on our ability to develop and maintain venues that are desirable for performers and attendees both at the time of their opening and over time. This will depend on, other things, our ability to develop and maintain venues with features and amenities that are desirable for performers and attendees, and differentiate our venues from others, which we may not do successfully. The value of our name and brand may decline if we are unable to maintain our brand and venues as being disruptive, high quality and unique in the live music industry. Successfully growing and maintaining our brand will depend largely on the effectiveness of our marketing efforts, our ability to open venues that prove successful and desirable in the industry (both for performers and attendees), and our ability to continue to open, develop and successfully differentiate our venues from competing facilities. Delays in opening venues, cancellations of planned shows (for various reasons), security and safety concerns related to our venues, negative publicity or reviews, negative experiences of performers or attendees, needed infrastructure upgrades and repairs that will occur from time to time, or other operational challenges may harm our reputation and brand. Unfavorable media coverage, negative publicity, or negative public perception about us or our venues, our industry, or actual or perceived negative experiences of performers or attendees at our venues may also harm our reputation and our brand. If events occur that damage our reputation and brand, our ability to grow revenues from our existing venues and to expand into new markets may be impaired, and our business, financial condition and results of operations may be harmed.

We also believe that the importance of name and brand recognition will increase as competition in our current or prospective markets increases, and the promotion of our venues, name, and brand may require substantial expenditures. We have invested, and expect to continue to invest, resources to increase our name and brand awareness, both generally and in specific geographies and to specific intended customer groups. There can be no assurance that our brand development strategies and investment of resources will enhance recognition of the Venu (or Venu) brand or name, or lead to increased demand for our venues. If our efforts to protect and promote our name and brand are not successful, our business, financial condition and results of operations may be adversely affected. In addition, even if our name and brand recognition and loyalty increases, revenue may not increase at a level commensurate with our marketing spend.

The entertainment business in which Venu operates is highly sensitive to customer tastes. The success of Venu’s business depends on Venu’s (and its contractual partners’) ability to attract popular artists and other live events to its venues. Venu and its partners may be unable to book events that generate demand, or anticipate or respond to changes in consumer preferences, which may result in decreased attendance at concerts and events hosted at Venu’s venues.

The success of Venu’s business depends, in part, upon its ability to offer live entertainment venues that are popular with customers. Moreover, Venu expects to rely, in part, on third parties (such as AEG Presents — Rocky Mountains, LLC, with whom Venu has entered into an operating agreement for Ford Amphitheater in Colorado Springs) to book events and acts at Venu’s venues. Although the agreements include performance targets as it relates to show and attendance numbers, the parties’ entry into these agreements do not assure that AEG or any other operator will be successful in booking a specific number of events at a particular venue in a given year. In addition, as described elsewhere in this offering circular, Venu is obligated to split certain venue and event costs and revenues with these third-party operators and may also be required to make other accommodations to those parties in connection with their agreement to serve as the operator of a venue, such as providing the operator with a right of first offer for future venues that Venu constructs. There may be a limited number of popular artists, groups, or events that can attract audiences to venues and Venu’s business would suffer to the extent that its venues are unable to attract such artists, groups, and events to perform at its venues, or its third-party contractual partners are unable to perform under their agreements with Venu or to fulfill the parties’ expectations.

Moreover, the live music industry competes with other forms of entertainment for consumers’ discretionary spending. Within this industry, Venu competes with other venues to book artists in the markets in which it currently (or plans to) promotes music concerts, and Venu faces competition from other promoters and venue operators. Competitors compete with Venu for key employees who may have relationships with popular music artists and who have a history of being able to book such artists for concerts and tours. These competitors may engage in more extensive development efforts, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies, and make more attractive offers to existing and potential artists. Competitors may develop services, advertising options, or music venues that are equal or superior to those Venu provides or that achieve greater market acceptance and brand recognition. Across the live music industry, it is possible that new competitors may emerge and rapidly acquire a significant market share.

Venu’s success depends, in significant part, on entertainment and leisure events and economics, and other factors adversely affecting such events could have a material adverse effect on business, financial condition, and results of operations.

A decline in attendance at or reduction in the number of live entertainment and leisure events may have an adverse effect on revenue and operating income. In addition, during periods of economic slowdown and recession, many consumers have historically reduced their discretionary spending and advertisers have reduced their advertising expenditures. The impact of economic slowdowns on business is difficult to predict, but they may result in reductions in ticket sales, sponsorship opportunities and Venu’s ability to generate revenue. The risks associated with Venu’s businesses may become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in attendance at live entertainment, sporting, and leisure events. Many of the factors affecting the number and availability of live entertainment and leisure events are beyond Venu’s control. Venu’s success depends, in significant part, on entertainment and leisure events and economic and other factors adversely affecting such events could have a material adverse effect on business, financial condition and results of operations. A decline in attendance at or reduction in the number of live entertainment and leisure events may have an adverse effect on revenue and operating income. In addition, during periods of economic slowdown and recession, many consumers have historically reduced their discretionary spending and advertisers have reduced their advertising expenditures. The impact of economic slowdowns on business is difficult to predict, but they may result in reductions in ticket sales, sponsorship opportunities and Venu’s ability to generate revenue. The risks associated with its businesses may become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in attendance at live entertainment, sporting, and leisure events.

Venu’s business depends on discretionary consumer and corporate spending, which may be impacted by market volatility and challenging economic conditions.

Many factors related to corporate spending and discretionary consumer spending, including economic conditions affecting disposable consumer income, unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and inflation can significantly impact Venu’s operating results. Business conditions, as well as various industry conditions, including corporate marketing and promotional spending and interest levels, can also significantly impact Venu’s operating results. These factors can affect attendance at Venu’s events, sponsorship, advertising and hospitality spending, concession and merchandise sales, as well as the financial results of any sponsors of Venu’s venues, events, and the industry. Negative factors such as challenging economic conditions and public concerns over terrorism and security incidents, particularly when combined, can impact corporate and consumer spending, and one negative factor may impact Venu’s results more than another. There can be no assurance that consumer and corporate spending will not be adversely impacted by current economic conditions, or by any future deterioration in economic conditions, thereby possibly impacting Venu’s operating results and growth.

Portions of Venu’s business are subject to seasonal fluctuations and its operating results and cash flow likely will vary from period to period.

A significant portion of Venu’s future growth projections stem from the suite of outdoor amphitheaters it intends to construct and own. Those venues will hold larger, and more consistent events in the second and third fiscal quarters. As a result, Venu’s revenues and expenses are expected to be seasonal in nature and operating results and cash flow likely will reflect significant variation from period to period. Consequently, period-to-period comparisons of our operating results may not necessarily be meaningful and the operating results of one period are not indicative of our financial performance during a full fiscal year. This variability may adversely affect Venu’s business, results of operations and financial condition.

Poor weather adversely affects attendance at live music events, which could negatively impact Venu’s financial performance from period to period.

A significant portion of Venu’s business is the hosting and promotion of live music events. Weather conditions surrounding these events affect sales of tickets, concessions, and merchandise, among other things. Poor weather conditions can have a material impact on results of operations particularly because Venu can only promote and/or ticket a finite number of events. Increased weather variability due to climate change exacerbates weather-related issues. Due to weather conditions, Venu may be required to cancel or reschedule an event to another available day or a different venue, which would increase costs for the event and could negatively impact the attendance at the event as well as concession and merchandise sales. Poor weather can affect current periods as well as successive events in future periods.

There is a risk of personal injuries and accidents in connection with live music events, which could subject Venu to personal injury or other claims and increase expenses, as well as reduce attendance at its live music events, causing a decrease in revenue.

There are inherent risks involved with organizing and producing live music (and other entertainment) events. As a result, personal injuries and accidents may occur in the future, from time to time, which could subject Venu to claims and liabilities for personal injuries. Incidents in connection with Venu’s live music events at any of its venues that its owns or rents could also result in claims, reducing operating income or reducing attendance at its events, which could cause a decrease in revenue. In addition, while Venu has security protocols in place at its events, illegal drug use or alcohol consumption at events could result in negative publicity, adverse consequences (including illness, injury, or death) to the persons engaged in such activities or others, and litigation against Venu. While Venu maintains insurance policies that provide coverage within limits that are sufficient, in management’s judgment, to protect it from material financial loss for personal injuries sustained by persons at its venues or events or accidents in the ordinary course of business, there can be no assurance that such insurance will be adequate at all times and in all circumstances.

The sale of food and prepared food products for human consumption involves a risk of injury to customers.

Such injuries may result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, storage, handling, and transportation phases. Additionally, many of the food items on the restaurants Venu owns contain beef and chicken. The preferences of customers toward beef and chicken could be affected by changes in consumer health or dietary trends and preferences regarding meat consumption or health concerns and publicity concerning food quality, illness, and injury generally. In recent years there has been publicity concerning E. Coli bacteria, hepatitis A, “mad cow” disease, “foot-and-mouth” disease, salmonella, African swine fever, peanut and other food allergens, and other public health concerns affecting the food supply, including beef, chicken, pork, dairy and eggs. In addition, government regulations or the likelihood of government regulation could increase the costs of obtaining or preparing food products. A decrease in guest traffic to venues, a change in mix of products sold or an increase in costs as a result of these health concerns either in general or specific to operations could result in a decrease in sales or higher costs to venues that would materially harm business.

The price and availability of food, ingredients, retail merchandise, transportation, distribution, and utilities used by Venu’s venues could adversely affect revenues and results of operations.

Venu is subject to the general risks of inflation, and Venu’s operating profit margins and results of operations depend significantly on its ability to anticipate and react to changes in the price, quality and availability of food and other commodities, ingredients, retail merchandise, transportation, distribution, utilities, and other related costs over which Venu has limited control. Fluctuations in economic conditions, weather, demand, and other factors affect the availability, quality and cost of the ingredients and products that Venu buys. Furthermore, many of the products that Venu uses and their costs are interrelated. Changes in global demand for corn, wheat and dairy products could cause volatility in the feed costs for poultry and livestock. The effect of, introduction of, or changes to tariffs or exchange rates on imported retail products or food products could increase costs and possibly affect the supply of those products. Changes in demand for over the road transportation and distribution services could cause volatility, increase costs, and affect operating margins. In addition, food safety concerns, widespread outbreaks of livestock and poultry diseases, such as, among other things, the avian flu and African swine fever, and product recalls, all of which are out of Venu’s control, and, in many instances, unpredictable, could also increase costs and possibly affect the supply of livestock and poultry products. Venu’s operating margins are also affected, whether as a result of general inflation or otherwise, by fluctuations in the price of utilities such as natural gas and electricity, on which Venu’s locations depend for much of their energy supply. Venu’s inability to anticipate and respond effectively to one or more adverse changes in any of these factors could have a significant adverse effect on its results of operations.

Recent inflationary pressures have materially impacted our business operations, particularly in connection with increased supply costs, labor cost pressures, and changes in consumer behavior and discretionary spending, all of which have impacted our business decisions and profitability. The costs for essential ingredients needed for our restaurants and entertainment venues have substantially increased over the past year. According to the Bureau of Labor Statistics and the National Restaurant Association, wholesale food prices increased 9.7% from February 2023 to February 2024 and have risen across a broad spectrum of commodities. For example, looking at producer prices for commodities from February 2023 to February 2024, price increases have occurred in chicken eggs of 183.3%, potatoes of 23.0%, fresh fruits and melons of 16.2%, coffee of 14.2%, pork of 10.4%, beef and veal products of 9.5%, and sugar and confectionary of 9.4%. As a result of the widespread upward pressure on the prices of essential commodities, we have had to pay higher prices to our suppliers for food, beverage, and other materials necessary for our operations. Although we have passed a portion of these costs onto our customers through increases in our menu prices, because we provide moderately priced products, Venu may not seek to or be able to pass along price increases to our customers sufficient to completely offset the cost increases we have incurred. Our ability to fully pass on increased costs to consumers is restricted by the potential for reduced customer demand. As a result, we have absorbed some of the cost increases, which negatively affects our margins and puts further pressure on our bottom line.

We have also seen changes in consumer behavior that we attribute to inflationary pressures, particularly impacting consumers’ discretionary-spending behaviors. We have observed that customers are more cautious about the overall costs of food, beverages, and spending on non-essential items and activities such as dining at restaurants, purchasing tickets for live entertainment concerts and shows, and purchasing food and drinks during events. If persistent, this shift in consumer-spending pattern may result in lower demand for both our restaurant offerings and live entertainment events, which would negatively affect our revenue.

If inflationary pressures are persistent or worsen, Venu’s business could be further negatively impacted by rising supply costs and changes in consumer behavior, which could result in additional price increases, reduced demand for our restaurant and event offerings, and continued pressure on our profitability. Any of those negative results could materially adversely affect our financial condition and results of operations.

Venu and its venues may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks or disease epidemics.

The occurrence and threat of extraordinary events, such as terrorist attacks, intentional or unintentional mass-casualty incidents, public health concerns such as contagious disease outbreaks, natural disasters, or similar events, may deter artists from touring and/or substantially decrease the use of and demand for services and the attendance at live music events, which may decrease revenue or expose Venu to substantial liability. The terrorism and security incidents in the past, military actions in foreign locations, periodic elevated terrorism alerts and fears from publicized contagious disease outbreaks have raised numerous challenging operating factors, including public concerns regarding air travel, military actions and additional national or local catastrophic incidents, causing a nationwide disruption of commercial and leisure activities.

In the event of actual or threatened terrorism events, some artists may refuse to travel or book tours, which could adversely affect business. Attendance at events may decline due to fears over terrorism and contagious disease outbreaks, which could adversely impact operating results. While it is constantly evaluating the security precautions for events in an effort to ensure the safety of the public, no security measures can guarantee safety and there can be no assurances that it won’t face liabilities, which could be substantial and materially impact our operating results, in connection with such terrorist attacks at events.

While Venu has health and safety programs designed to mitigate the risks that are inherent in the staging of concerts and other events, as well as those associated with extraordinary occurrences or actions that may take place at events, there can be no assurances that these programs will be sufficient to fully cover every possibility. Despite Venu’s best efforts, some occurrences or actions are difficult to foresee and adequately plan for, which could lead to fan, vendor, or employee harm resulting in fines, penalties, legal costs, and reputational risk that could materially and adversely impact our business and results of operations.

Health concerns, government regulation relating to the consumption of food products, and widespread infectious diseases could impact consumer preferences and negatively affect results of operations.

Much like the COVID-19 pandemic, the United States and other countries have experienced, or may experience in the future, outbreaks of other viruses, such as norovirus, the bird/avian flu, or other diseases. As experienced with the COVID-19 pandemic, if a regional or global health pandemic occurs, depending upon its location, duration, and severity, Venu’s business could be severely affected. In the event a health pandemic occurs, customers might avoid public places, and local, regional, or national governments might limit or ban public gatherings to halt or delay the spread of disease. Jurisdictions in which we have restaurants and venues may impose mandatory closures or impose restrictions on operations. If a virus is transmitted by human contact or respiratory transmission, employees or guests could become infected, or could choose, or be advised, to avoid gathering in public places, any of which would adversely affect restaurant guest traffic or perform functions at the corporate level. A regional or global health pandemic might also adversely affect business by disrupting or delaying production and delivery of materials and products in supply chain and causing staffing shortages in our stores.

Risks Related to Governmental Regulation

Venu is subject to extensive governmental regulation and changes in these regulations and its failure to comply with them may have a material negative effect on the Company’s business and results of operations.

Venu’s business is subject to the general powers of federal, state and local governments, including those outlined below.

The data protection landscape is rapidly evolving in the United States. As Venu’s operations and business grow, it may become subject to or affected by new or additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities. For example, California has passed a comprehensive data privacy law, the California Consumer Privacy Act of 2018 (the “CCPA”), and a number of other states, including Virginia, Colorado, Utah and Connecticut, have also passed similar laws, and various additional states may do so in the near future. Further, there are several legislative proposals in the United States, at both the federal and state level, that could impose new privacy and security obligations. Venu has not yet determined the impact that these future laws and regulations may have on its business.

In addition, governmental authorities and private litigants continue to bring actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive.

Venu’s business is, and may in the future be, subject to a variety of other laws and regulations, including licensing, permitting, working conditions, labor, immigration and employment laws; health, safety and sanitation requirements; and compliance with the Americans with Disabilities Act (and related state and local statutes).

Any changes to the legal and regulatory framework applicable to Venu’s business could have an adverse impact on its businesses and its failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in liability or government actions that could have a material negative effect on Venu’s business and results of operations.

Zoning and governmental approvals could hinder, delay, or completely inhibit Venu’s ability to own, develop, lease, and construct upon the real estate upon which it intends to build new restaurants and venues.

Real estate development and ownership is subject to extensive regulation related to zoning, land use, building design, taxation, construction materials, warranties, environmental protection, and workplace safety, among others. Projects may be subject to legal challenges brought by governmental authorities or private parties. Local governments may enact growth control initiatives, annexation or building restrictions, impose moratoriums to restrict development or other adverse economic or monetary policies, impose nuisances and other conditions on development of particular sites, and increase the fees imposed on developers to fund roads, schools, open spaces, or affordable housing. Any of the foregoing could prevent Venu from undertaking or completing a particular project, impair its ability to sell or dispose of certain properties, force it to implement design changes, increase the cost of obtaining the necessary approvals, and/or cause delays in the approval process.

Various components of the construction and development of new venue locations will require approvals from local government officials or agencies. Land-use regulations, construction permits, and other regulatory requirements at the state and local level can require significant time and knowledge to obtain. There is no assurance that these regulatory requirements can be satisfied or will not be delayed due to factors beyond Venu’s control or otherwise. Failure to obtain the required approvals in a timely manner, or at all, may result in delays or abandonment of site locations Venu is developing or plan to develop. Any funds spent by Venu prior to that determination may be lost.

Venu’s ability to meet labor needs while controlling costs is subject to external factors such as unemployment levels, minimum wage legislation, health care legislation, payroll taxes and changing demographics.

Many employees are hourly workers whose wages are affected by increases in the federal or state minimum wage or changes to tip credits. Tip credits are the amounts an employer is permitted to assume an employee receives in tips when the employer calculates the employee’s hourly wage for minimum wage compliance purposes. Increases in minimum wage levels and changes to the tip credit have been made and continue to be proposed at both federal and state levels. As minimum wage rates increase, the Company may need to increase not only the wages of minimum-wage employees but also the wages paid to employees at wage rates that are above minimum wage. If competitive pressures or other factors prevent the Company from offsetting increased labor costs by increases in prices, profitability may decline.

The restaurant business is subject to a significant amount of regulation and licensing requirements that could adversely affect our business or require changes to our business practices.

The Company’s business is subject to various federal, state, and local government regulations, including those relating to food safety and disclosure, alcoholic beverage sale and control, public accommodations, and public health and safety. These regulations are subject to continual changes and updating. Difficulties or failures in obtaining or maintaining the required licenses and approvals or maintaining compliance with existing or newly enacted requirements could delay the opening or affect the continued operation and profitability of one or more restaurants in a particular area.

The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements.

Compliance with consumer-privacy laws, payment-card security standards, data-storage regulations, and other laws and regulations that aim to protect customers’ data privacy may result in cost increases due to necessary system changes and the development of new administrative processes. In addition, customers and employees have a high expectation that Venu will adequately protect their personal information. For example, in connection with credit and debit card sales, Venu transmits confidential card information. Third parties may have the technology or know-how to breach the security of this customer information, and security measures and those of its technology vendors may not effectively prevent others from obtaining improper access to this information. If Venu fails to comply with the laws and regulations regarding privacy and security or experience a security breach, it could be exposed to risks of data loss, regulatory investigations and/or penalties, a loss of the ability to process credit and debit card payments, substantial inconvenience or harm to guests, litigation, and serious disruption of operations. Additionally, any resulting negative publicity could significantly harm Venu’s reputation and damage its relations with guests. As privacy and information security laws, regulations and practices change and cyber risks continue to evolve, Venu may incur additional costs to ensure it remains in compliance and protect guest, employee, and Company information.

Various federal and state employment laws govern the relationship between the Company and its employees and affect the Company’s operating costs.

State and federal employment laws govern minimum wage requirements, overtime pay, meal and rest breaks, unemployment tax rates, workers’ compensation rates, citizenship or residency requirements, labor relations, child labor regulations, and discriminatory conduct. Additional government-imposed increases in federal and state minimum wages, overtime pay, paid leaves of absence, and mandated health benefits, increased tax reporting and tax payment requirements for employees who receive tips or a reduction in the number of states that allow tips to be credited toward minimum wage requirements could harm operating results.

General Business and Personnel Risks

A material disruption in information technology, network infrastructure and telecommunication systems could adversely affect business and results of operations.

Venu relies extensively on information technology across operations, including, but not limited to, point of sales processing, supply chain management, retail merchandise allocation and distribution, labor productivity and expense management. Its business depends significantly on the reliability, security, and capacity of information technology systems to process these transactions, summarize results, manage, and report on business and supply chain. Its information technology systems are subject to damage or interruption from power outages, computer, network, cable system, internet and telecommunications failures, computer viruses, security breaches, catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism, and usage errors by our employees. If Venu’s information technology and telecommunication systems are damaged or cease to function properly, it may have to make a significant investment to repair or replace them and could suffer loss of critical data and interruptions or delays in operations in the interim. Any material interruption in information technology and telecommunication systems could adversely affect business or results of operations. In addition, some of these essential technology-based business systems are outsourced to third parties. While Venu makes efforts to ensure that its outsourced providers are observing proper standards and controls, it cannot guarantee that breaches, disruptions, or failures caused by these providers will not occur.

A privacy breach or cybersecurity attack could adversely affect Venu’s business and operations.

The protection of customer, employee, and Company data is critical to Venu. It is subject to laws relating to information security, privacy, cashless payments, consumer credit, and fraud. Additionally, an increasing number of government and industry groups have established laws and standards for the protection of personal and health information. As a merchant and service provider of point-of-sale services, Venu is also subject to the Payment Card Industry Data Security Standard issued by the Payment Card Industry Council.

Failure to maximize or to successfully protect and assert Venu’s intellectual property rights could adversely affect business and results of operations.

Venu relies on trademark, unfair competition, trade secret, and copyright laws to protect its intellectual property rights. Venu has registered certain trademarks and service marks with appropriate governmental authorities, but there can be no guarantee that these intellectual property rights will be maximized or that they can be successfully asserted. There is a risk that Venu will not be able to obtain and perfect its own intellectual property rights, or, where appropriate, to license intellectual property rights necessary to support new product introductions or other brand extensions. There is no guarantee that these rights, if obtained, will not be invalidated, circumvented, or challenged in the future. Venu’s failure to protect or successfully assert its intellectual property rights could make it less competitive and could have an adverse effect on Venu’s business and results of operations.

We may be subject to claims that we infringed upon certain third-party intellectual property rights, which, even if meritless, could be costly to defend and could adversely affect our business, results of operations, financial condition, and prospects.

The success of our business depends, in part, on our success in developing and marketing our products and services without infringing, misappropriating, or otherwise violating the intellectual property rights of third parties. However, from time to time, we may be subject to legal proceedings and other claims in the ordinary course of business alleging infringement of third-party intellectual property rights. Third parties may be able to successfully challenge, oppose, invalidate, render unenforceable, dilute, misappropriate, or circumvent our trademarks and other intellectual property rights, even if we were unaware that our products or services are infringing, misappropriating, or otherwise violating third-party intellectual property rights.

We cannot predict the outcome of lawsuits and cannot ensure that the results of any such claims will not adversely affect our business, results of operations, financial condition, or prospects. Our failure to protect our intellectual property rights in a meaningful manner could damage our reputation, erode our brand names and other IP, and strain or harm our business relationships. Accordingly, litigation may be necessary to determine the validity and scope of proprietary rights claimed by third parties, assert and enforce our intellectual property rights, and defend against third-party infringement claims. Defending against such claims would be costly and time-consuming. Any such litigation or claims, regardless of merit or outcome, could cause us to incur significant expenses and could divert our management and resources. If successfully asserted against us, such claims could inhibit our ability to offer certain products or services, require us to pay substantial costs and damages, force us to obtain licenses to continue our operations, compel us to adopt costly re-designs or modifications, or subject us to other unfavorable terms.

Venu is involved in a number of related-party transactions.

Many of the officers, directors, and principal shareholders of Venu (and its subsidiaries) are involved in Venu’s management and operations, including in roles as officers, directors, managers, and/or equity holders of Hospitality Income & Asset, LLC and 13141 BP, LLC, and landlords to three of Venu’s operating subsidiaries: BBST, BBP, and Notes. Furthermore, several shareholders are members of Venu’s landlords in Gainesville, Georgia. Additionally, many of the founders, officers, directors, and shareholders of Venu (and its subsidiaries) are involved as officers, directors, and executives of Roth Industries, the parent company of Roth Premium Foods, LLC, which is the licensee of the counterparty to the Bourbon Brothers licensing agreement. For a description of the related-party transactions involving Venu, its subsidiaries, and its management, see the “Certain Relationships and Related-Party Transactions” section of this offering circular.

Venu is dependent on its key personnel and will need to hire additional personnel. Venu’s hiring abilities may be strained by current employment trends and economic conditions.

Venu’s future successes depend on its ability to identify, attract, hire, train, retain and motivate highly skilled executive, technical, sales and marketing, business development, and store level personnel including restaurant managers and kitchen managers. Venu is currently particularly dependent on the efforts of JW Roth. The loss of Mr. Roth would likely have a significant negative impact on Venu’s operations and growth strategies. Competition for qualified personnel may be intense. If Venu fails to successfully attract, assimilate, and retain a sufficient number of such personnel, its business will suffer.

Venu’s officers, directors, and principal shareholders collectively own a substantial portion of our Common Stock.

Collectively, Venu’s officers and directors beneficially own approximately 39% of our outstanding Common Stock, inclusive of JW Roth, our Chairman, Chief Executive Officer, and founder, who beneficially owns approximately 32% of our outstanding Common Stock. As a result, shareholders may face challenges in affecting matters involving our Company, including:

Our officers, directors, and principal shareholders may act in concert to significantly influence these and other matters requiring shareholder approval. Furthermore, this concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination that might otherwise be beneficial to our shareholders. This significant concentration of share ownership may also adversely affect the trading price for our Common Stock because investors may perceive disadvantages in owning stock in a company that is controlled by a small number of shareholders.

Venu’s officers and directors do not owe a duty of exclusivity to Venu.

Venu’s officers and directors are not required to devote all of their business time to Venu as their sole and exclusive function or business. Certain members of our management team have other business interests and may engage in other activities and pursue other business opportunities in addition to those relating to Venu. Neither Venu nor any shareholder has any right to share or participate in such other investments or activities of management or to the income or proceeds derived therefrom.

Venu is dependent on attracting and retaining qualified employees while also controlling labor costs.

Venu’s business is dependent on attracting and retaining a large and growing number of qualified employees. Availability of staff varies widely from location to location. Many staff members are in entry-level or part-time positions, typically with high turnover rates. High turnover of store management and staff would cause Venu to incur higher direct costs associated with recruiting, training, and retaining replacement personnel. Management turnover as well as general shortages in the labor pool can cause venues to operate with reduced staff, which negatively affects the ability to provide appropriate service levels to customers. The market for the most qualified talent continues to be competitive and Venu must provide competitive wages, benefits, and workplace conditions to maintain the most qualified employees. Competition for qualified employees exerts upward pressure on wages paid to attract such personnel, resulting in higher labor costs, together with greater recruiting and training expenses.

Global economic and market uncertainty may adversely impact Venu’s business and operating results.

Uncertain global and macro-economic conditions have in the past and may in the future adversely impact Venu’s business. The current uncertainty in the worldwide economic environment together with other unfavorable changes in economic conditions, such as heightened inflation and interest rate increases currently being experienced or implemented by most developed economies, as well as recessions that have affected major countries, may negatively impact consumer confidence and spending, ultimately causing Venu’s customers to postpone purchases and may ultimately impact our profitability. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets. Venu could experience period-to-period fluctuations in operating results due to general industry or economic conditions and volatile or uncertain economic conditions can adversely impact sales and profitability and make it difficult for Venu to accurately forecast and plan its future business activities. Furthermore, inflationary pressure and increases in interest rates may negatively impact revenue, earnings and demand for Venu’s service and venue offerings. During challenging economic times, Venu’s current or potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to visit Venu’s restaurants and venues.

Risks Related To This Offering And Ownership Of The Series A Preferred Stock

Although we plan to list the Series A Preferred Stock being offered on the NYSE American following the Offering, there is no assurance that we will be successful with the listing or there will ever be a public market for the Series A Preferred Stock at any time.

Our Common Stock is currently trade on the NYSE American, but there is no public trading market for our Series A Preferred Stock at this time. Although we plan to list the Series A Preferred Stock on the NYSE American upon completion of this offering, we may not be successful with such listing, and we cannot assure you that any market for our Series A Preferred Stock will ever develop. The shares of Series A Preferred Stock are not readily marketable, and their value may be subject to adverse conditions that are impossible to predict. There can be no assurance that if it becomes necessary to sell or transfer our Series A Preferred Stock, a buyer could be found, or a suitable purchase price could be obtained. With no public trading market, it may be extremely difficult or impossible for you to resell your Series A Preferred Stock if you should desire to do so. In addition, there can be no assurance that, in the event you are able to find a purchaser for your Series A Preferred Stock, that you will be able to resell such securities at the price you paid in this offering. Therefore, prospective investors who require liquidity in their investment should not rely upon the Series A Preferred Stock being offered under this offering as a short-term component of their return on investment.

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for our shares may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our shares is fixed and will not vary based on the underlying value of our assets at any time. Our board of directors has determined the offering price in its sole discretion. The fixed offering price for our shares has not been based on appraisals of any assets we own or may own, or of our company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for our shares may not be supported by the current value of our company or our assets at any particular time.

Management has broad discretion in directing the Company’s use of proceeds from this offering and may not use them effectively or in ways that increase the value of our share price.

While the Company intends to allocate proceeds from this offering primarily for marketing investor relations expenses as well as market expansion costs and expenses and other general working capital purposes, the Company has not definitively allocated the net proceeds of this offering to any specific purpose. Accordingly, investors will entrust their funds to the Company and its management, whose judgment investors must depend on with only limited information about the Company’s specific intentions with respect to the proceeds of this offering. The Company has broad discretion as to all aspects of the use and in the application of the net proceeds, including to apply such proceeds for working capital and other general corporate purposes, and you and other shareholders may disagree with how we spend or invest these proceeds. If the Company’s management diverts funds raised in this offering from the use originally intended in the Company’s business plan, the result could be that the Company is not as successful as originally anticipated. The failure by our management to apply these funds effectively could adversely affect our business and financial condition. Investors will be required to rely on the Company and its management as to the best allocation of the Company’s assets. Pending our use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. These investments may not yield a favorable return to our investors.

You will not have a vote or influence on the management of our company.

All decisions with respect to the management of our company will be made exclusively by the officers, directors, holders of common stock, or employees of our company. You, as an investor in our Series A Preferred Stock, will have no ability to vote on issues of company management and will not have the right or power to take part in the management of our company and will not be represented on the board of directors of our company unless dividends on the Series A Preferred Stock are in arrears for six (6) or more consecutive or non-consecutive quarterly dividends, in which case the holders of the Series A Preferred Stock will be entitled to vote as a class for the election of two additional directors to serve on the board of directors until all dividends that are owed and are in arrears have been paid. Accordingly, no person should purchase our Series A Preferred Stock unless he or she is willing to entrust all aspects of management of our company to our officers and directors.

We cannot assure you that we will be able to pay cash dividends.

Our ability to pay cash dividends on our Series A Preferred Stock is dependent on our ability to operate profitably and to generate cash from our operations and the operations of our operating businesses. We cannot guarantee that we will be able to pay cash dividends on our Series A Preferred Stock and may only be able to issue dividends in shares of our Common Stock.

We cannot assure you that we will be able to redeem our Series A Preferred Stock.

Our ability to redeem on our Series A Preferred Stock is dependent on our ability to operate profitably and to generate cash from our operations and the operations of our operating businesses or from raising additional capital. We cannot guarantee that we will be able to redeem our Series A Preferred Stock and may only be able to offer investors the ability to convert shares of Series A Preferred Stock into shares of our Common Stock.

The subscription agreement that investors will execute in connection with the offering includes an exclusive forum selection provision that may limit an investor’s ability to bring a claim against us.

The subscription agreement that investors will execute to purchase shares of Series A Preferred Stock requires any claims against us based on the subscription agreement to be brought in a state or federal court of competent jurisdiction in the State of Colorado. By purchasing shares of Series A Preferred Stock, investors consent to the jurisdiction of the state courts located within the State of Colorado. Investors located outside the State of Colorado may have difficulty bringing any legal claim against us due to geographic limitations and may find it difficult and costly to respond to claims. This choice of forum provision may limit a holder’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 employees. Alternatively, a court could find this provision to be inapplicable or unenforceable in respect of one or more of the specified types of actions or proceedings, which may require us to incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

THIS EXCLUSIVE FORUM PROVISION WOULD NOT APPLY TO SUITS BROUGHT TO ENFORCE A DUTY OR LIABILITY CREATED BY FEDERAL SECURITIES LAWS OR ANY OTHER CLAIM FOR WHICH THE U.S. FEDERAL COURTS HAVE EXCLUSIVE JURISDICTION.

We are not required to raise any minimum amount in this offering before we may utilize the funds received in this offering. Investors should be aware that there is no assurance that any monies beside their own will be invested in this offering.

Because there is no minimum amount of subscriptions which we must receive before accepting funds in the offering, you will not be assured that we will have sufficient funds to execute our business plan or satisfy its working capital requirements and will bear the risk that we will be unable to secure the funds necessary to meet our current and anticipated financial obligations.

This offering is being conducted on a “best efforts” basis without a minimum and we may not be able to execute our growth strategy if the maximum offering amount is not sold.

If you invest in our Series A Preferred Stock and less than all of the offered shares of our Series A Preferred Stock are sold, the risk of losing your entire investment will be increased. We are offering our Series A Preferred Stock on a “best efforts” basis without a minimum, and we can give no assurance that all of the offered Series A Preferred Stock will be sold. If less than all of the Series A Preferred Stock shares offered are sold, we may be unable to fund all the intended uses described in this offering circular from the net proceeds anticipated from this offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funding may not be available to us at what we consider to be a reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed by offering net proceeds. No assurance can be given to you that any funds will be invested in this offering other than your own.

Using a credit card to purchase shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this offering have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the shares you buy. The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this offering, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

We may terminate this offering at any time during the offering period.

We reserve the right to terminate this offering at any time, regardless of the number of shares sold. In the event that we terminate this offering at any time prior to the sale of all of the shares offered hereby, whatever amount of capital that we have raised at that time will have already been utilized by our company and no funds will be returned to subscribers.

Risks Related to Ownership of Our Common Stock

The stock price of our Common Stock may be volatile or may decline regardless of our operating performance.

An active or liquid market in our Common Stock may not be sustainable. An inactive market may also impair our ability to raise capital by selling shares of our Common Stock and may impair our ability to enter into strategic partnerships or acquire companies or products by using our shares of Common Stock as consideration.

We do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our Common Stock.

We do not anticipate paying cash dividends on our Common Stock in the foreseeable future. The payment of dividends on our Common Stock will depend on earnings, financial condition, and other business and economic factors affecting it at such time as the Board of Directors may consider relevant. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will occur only if our stock price appreciates.

An investment in our Common Stock carries a high degree of risk and is highly speculative, illiquid, and suitable only for persons who are able to bear a total loss of their investment.

An investment in our Common Stock is highly speculative and carries a high degree of risk. No assurance can be given that investors will realize a substantial return, if any, from their purchase of Common Stock. Furthermore, no assurance can be given that an investor will not lose its investment completely.

If certain communications used to market certain exempt offerings of membership interests conducted by the Company’s subsidiaries are deemed to have been an “offer” in violation of Section 5 of the Securities Act with respect to the initial public offering that the Company conducted, the Company may be subject to claims for rescission by investors that are participating in this offering or participated in the initial public offering. You should rely only on statements made in this offering circular in determining whether to purchase our securities.

Certain of the Company’s special purpose entity (“SPE”) subsidiaries have conducted exempt private offerings of membership interests (“Subsidiary Offerings”). The Subsidiary Offerings have often been generally referenced by the Company as “firepit suite” sales (with a key focus being on a holder’s right to use and “own” a specific firepit suite in a specific amphitheater and on the real property asset owned by the particular SPE subsidiary). Having third parties own certain stakes or rights in SPE assets, and being afforded various in-kind rights and benefits for their use at specific venues, has lent to the Company’s general mantra of being “fan owned.”

In connection with these Subsidiary Offerings, the Company’s SPE subsidiaries marketed the Subsidiary Offerings through various general solicitation efforts and communications (“Subsidiary Communications”), including posting references to, or information about the Subsidiary Offering investment opportunities to the Company’s website, which described the type of security being offered by each specific subsidiary, the venue and geographic location each such Subsidiary Offering related to, and the anticipated benefits to prospective investors in each SPE subsidiary, as well as forms of print or other broadcast media that was generally geographically targeted to prospective investors in a given market where a venue was set to be developed.

The Subsidiary Communications related or eluded solely to opportunities in certain of the Company’s SPE subsidiaries and, unlike this offering or the initial public offering conducted by the Company pursuant to this offering circular and the registration statement of which the initial-public-offering prospectus was a part, did not in any way relate to a prospective investment in the Company as a whole, or to the Company’s offering of Common Stock at the parent corporation level.

The Company does not believe that the Subsidiary Communications and marketing efforts described above constitute a violation of Section 5 of the Securities Act or of applicable provisions of state securities laws. However, if such communications were held by a court to be “offers” in violation of Section 5 of the Securities Act or applicable provisions of state securities laws with respect to this offering or the initial public offering that the Company previously conducted, purchasers of shares of Common Stock in the initial public offering may have rescission rights or claims for damages. Upon exercise of any such rescission rights, the Company could be required to repurchase the shares sold to investors in this offering or the initial public offering, for any consideration determined to have been paid for such shares, with interest thereon, less the amount of any income received therefrom, or for damages if the shares are no longer owned by any such investor, for a period of one year following the date of the violation. Similar remedies could be available to investors under state securities laws. The amount of any such potential liability is uncertain. The Company would contest vigorously any claim that a violation of the Securities Act or applicable provisions of state securities law occurred.

The market price of our Common Stock may be subject to fluctuation, and you could lose all or part of your investment.

The stock market in general has been, and the market price of our Common Stock in particular will likely be, subject to fluctuation, whether due to or irrespective of our operating results and financial condition. The market price of our Common Stock may fluctuate as a result of a number of factors, some of which are beyond our control, including, but not limited to:

These factors and any corresponding price fluctuations may materially and adversely affect the market price of our Common Stock and result in substantial losses being incurred by our investors.

An investment in the Company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any of our related parties is offering any tax assurances or guidance regarding the Company or your investment.

An investment in the Company may involve complex federal, state, and local income tax considerations. Neither the Internal Revenue Service nor any state or local taxing authority has reviewed the transactions described in this offering circular and may take different positions than the ones contemplated by our management. You are strongly urged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors, or related parties can offer tax or similar advice, nor are any such persons making any representations and warranties regarding such matters.

Our ability to use our net operating loss carry-forwards and certain other tax attributes may be limited.

Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporation’s ability to use its pre-change net operating loss carry-forwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, including the completion of this offering taken together with other transactions we may consummate in the succeeding three-year period. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carry-forwards to offset U.S. federal taxable income may be subject to limitations, which could result in increased future tax liability.

Certain provisions in our Governance Documents could make a merger, acquisition, other change in control, tender offer, or proxy contest more difficult and may prevent shareholder attempts to replace or remove our current management, which could depress the trading price of our Common Stock.

Certain provisions in our Articles of Incorporation and our Bylaws (our “Bylaws”; together with our Articles of Incorporation, our “Governance Documents”) could depress the trading price of our Common Stock by acting to discourage, delay, or prevent a merger, acquisition, tender offer, proxy contest, or other change in control of us or change in our management that our shareholders may deem favorable or advantageous, including transactions in which shareholders might otherwise receive a premium for their shares. These provisions could limit the price that investors are willing to pay in the future for our Common Stock, thereby depressing the market price of our Common Stock. In addition, because our Board is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our Board. Among other things, these provisions:

Any provision in our Governance Documents that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares of Common Stock and could also affect the price that some investors are willing to pay for our Common Stock.

Certain limitation-of-liability and indemnification provisions in our Governance Documents may discourage shareholders from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties, may reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit the Company and other shareholders, and may adversely impact shareholders’ investments to the extent that the Company pays the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Our Articles of Incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Colorado Business Corporation Act (the “CBCA”). Consequently, our directors will not be personally liable to us or our shareholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

Our Bylaws require us to indemnify our directors and officers, and allow us to indemnify other employees and agents, to the fullest extent permitted by the CBCA. Subject to certain limitations and limited exceptions, our Bylaws require us to advance expenses incurred by our directors and officers for the defense of any action for which indemnification is required or permitted.

While we believe that including the limitation-of-liability and indemnification provisions in our Governance Documents and indemnification agreements is necessary to attract and retain qualified persons such as directors, officers, and key employees, those provisions may discourage shareholders from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit the Company and other shareholders. Further, a shareholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers and advance expenses as required by these indemnification provisions. Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us. Moreover, while we maintain directors’ and officers’ liability insurance, such insurance may not be adequate to cover all liabilities that we may incur, which may reduce our available funds to satisfy third-party claims and may adversely impact our cash position.

If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our market, our stock price and trading volume could decline.

The trading market for our Common Stock will be influenced by the research and reports that equity research analysts publish about us and our business. As a newly public company, we may have only limited research coverage by equity research analysts. Equity research analysts may elect not to provide research coverage of our Common Stock, and such lack of research coverage may adversely affect the market price of our Common Stock. In the event we do have equity research coverage, we will not have any control over the analysts or the content and opinion included in their reports. The price of our stock could decline if one or more equity research analysts downgrade our stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of the Company or fails to publish reports on us regularly, demand for our stock could decrease, which in turn would cause our stock price or trading volume to decline.

Risks Related to Being and Reporting as a Public Company

If we fail to establish and maintain an effective system of internal control or disclosure controls and procedures are not effective, we may not be able to report our financial results accurately and timely or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our Common Stock.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires us to evaluate and report on our internal controls over financial reporting and, depending on our future growth, may require our independent registered public accounting firm to annually attest to our evaluation, as well as issue its own opinion on our internal controls over financial reporting. The process of implementing and maintaining proper internal controls and complying with Section 404 is expensive and time consuming. We cannot be certain that the measures we will undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need may become more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls or difficulties encountered in their implementation could harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors’ confidence in our financial statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for future listing on the NYSE American or other national securities exchanges, and the inability of registered broker-dealers to make a market in our Common Stock, which may reduce our stock price.

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 Common Stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act, and we intend to take advantage of some of the exemptions from reporting requirements that are applicable to other public companies that are not emerging growth companies, including:

In addition, as an “emerging growth company” the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, unless we later irrevocably elect not to avail ourselves of this exemption. We have elected to use this extended transition period under the JOBS Act. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make comparison of our financials to those of other public companies more difficult. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (1) following the fifth anniversary of the completion of our initial public offering, (2) in which we have total annual gross revenue of at least $1.235 billion, or (3) in which we are deemed to be a large accelerated filer, which means the market value of our Common Stock that is held by non-affiliates exceeds $700.0 million as of September 30 of the prior year; and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We are also a “smaller reporting company,” meaning that the market value of our Common Stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of our initial public offering is less than $700 million, and our annual revenue was less than $100 million during the most recently completed fiscal year. We are therefore entitled to rely on certain reduced disclosure requirements for as long as we remain a smaller reporting company, including, among other things, providing only two years of audited financial statements in our Annual Report on Form 10-K, and, similar to emerging growth companies, providing reduced disclosure obligations regarding executive compensation. In addition, for as long as we are a smaller reporting company with less than $100 million in annual revenue, we would be exempt from the requirement to obtain an external audit on the effectiveness of internal control over financial reporting provided in Section 404(b) of the Sarbanes-Oxley Act. These exemptions and reduced disclosures in our SEC filings due to our status as a smaller reporting company make it harder for investors to analyze our results of operations and financial prospects. To the extent we take advantage of the reduced disclosure obligations available for smaller reporting companies, it may be difficult or impossible to compare our financial statements with other public companies. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of shares of our Common Stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) our annual revenues exceed $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

Investors may find our find our Common Stock less attractive to the extent we will rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock, and our stock price may be more volatile.

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been brought against companies following a decline in the market price of their securities. This risk is especially relevant for companies that experience significant share price volatility. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

We have, and will incur significantly increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, and particularly after Venu is no longer an emerging growth company (or, to a lesser extent, a smaller reporting company), Venu will incur significant legal, accounting, and other expenses that it did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE American, and other applicable securities rules and regulations implemented by the SEC and the NYSE American have imposed various requirements on public companies, including requiring that they establish and maintain effective disclosure and financial controls and corporate governance practices. As an “emerging growth company,” Venu is permitted by legislation to implement many of these requirements over a longer period of time and up to five years from the pricing of our initial public offering. Although Venu intends to take advantage of this legislation, Venu will still incur additional expenses to comply with the demands of being a public company.

We expect that Venu will likely need to hire additional accounting, finance, and other personnel in connection with Venu’s efforts to comply with the requirements of being a public company, and Venu’s management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. These requirements will increase Venu’s legal and financial compliance costs and will make some activities more time-consuming and costly. Venu is currently evaluating these rules and regulations and cannot predict or estimate the amount of additional costs Venu may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Shareholder activism, the current political environment, and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costlier. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain our current levels of such coverage.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We are subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make any related-party transaction disclosures. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Future changes in financial accounting standards or practices may cause adverse and unexpected revenue fluctuations and adversely affect our reported results of operations.

Future changes in financial accounting standards may cause adverse, unexpected revenue fluctuations and affect our reported financial position or results of operations. Financial accounting standards in the United States are constantly under review and new pronouncements and varying interpretations of pronouncements have occurred with frequency in the past and are expected to occur again in the future. As a result, we may be required to make changes in our accounting policies. Those changes could affect our financial condition and results of operations or the way in which such financial condition and results of operations are reported. We intend to invest resources to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from business activities to compliance activities. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Accounting Pronouncements.”

USE OF PROCEEDS

 We estimate that the net proceeds to us from the sale of shares of Series A Preferred Stock in this offering will be approximately $57,560,625, after deducting the selling agent discounts and commissions and estimated offering expenses payable by us.

The following table below sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of the securities offered for sale in this offering by us.

We currently intend to use the net proceeds from this offering as set forth above.

As of the date of this offering circular and except as explicitly set forth herein, we cannot specify with certainty all of the particular uses of the net proceeds from this offering. The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors, including the factors described under the heading “Risk Factors” in this offering circular. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering and investors will be relying on our judgment in such allocation.

The above description of the anticipated use of proceeds is not binding on us and is merely a description of our current intentions. We reserve the right to change the above use of proceeds if management believes it is in the best interests of our company.

Notwithstanding the foregoing, we and the selling agent are offering the Series A Preferred Stock on a “best efforts” basis and are not required to sell any specific number of shares or dollar amount in this offering. As such, we and the selling agent may sell less than the maximum number of shares offered hereby, and we may receive net proceeds of less than is set forth above. In the event we do not sell all of the securities offered hereby, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, could be diluted. In all events, there can be no assurance that additional financing would be available to us when desired or needed and, if available, on terms acceptable to us.

Pending use of the net proceeds from this offering, we may invest in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit, or direct or guaranteed obligations of the U.S. government.

DETERMINATION OF OFFERING PRICE

There will be no trading market for our Series A Preferred Stock upon issuance and we do not expect any trading market to develop for the Series A Preferred Stock. The Series A Preferred Stock is being sold at $15.00 per share, and it is expected that at some time after the fifth anniversary of the initial closing of this offering we will exercise our right to call the Series A Preferred Stock for redemption at a call price equal to 100% of such original issue price, plus accrued dividends thereon. Accordingly, the $15.00 price per share of Series A Preferred Stock is arbitrary and represents the amount of investment made by an investor for purposes of determining the redemption price upon a call. The principal factors considered in determining the initial public offering price include:

Dividend Policy

Dividends on the Series A Preferred Stock being offered will be cumulative and payable quarterly in arrears to all holders of record on the applicable record date. Holders of our Series A Preferred Stock will be entitled to receive cumulative dividends at a rate of 8.0% per annum (equivalent to $1.20 per annum per share). Dividends on shares of our Series A Preferred Stock will continue to accrue even if any of our agreements prohibit the current payment of dividends or we do not have earnings. Dividends may be paid in cash or in kind in the form of Common Stock of the Company equal to the closing price of Common Stock on the last day of the quarter at the Company’s discretion.

Our anticipated source of funds to pay the cumulative dividends for our Series A Preferred Stock in cash will be from net operating income and retained earnings. We believe that our net operating income will increase as we deploy the funds raised in this offering in a manner consistent with the use of proceeds described in this offering circular. We expect that our retained earnings will increase as we increase net operating income.

See “Risk Factors — Risks Related to this Offering and Ownership of Our Series A Preferred Stock — We cannot assure you that we will be able to pay cash dividends.”

Each share of Series B Preferred Stock entitles the holder to receive an annual cumulative, non-compounding dividend equal to $600 per share of Series B Preferred Stock, payable in either cash or freely tradeable Common Stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock. Dividends on shares of Series B Preferred Stock accrue, without interest and on a cumulative basis, during two semi-annual dividend periods beginning on the first day of each January and July, respectively, and are payable semi-annually in arrears on January 15th and July 15th of each year. However, dividends first began accruing on June 16, 2025, and the dividend amount is prorated on the basis of a 360-day year consisting of twelve 30-day months. 

We do not currently intend to pay dividends on our Common Stock. The declaration, amount and payment of any future dividends on shares of our Common Stock, if any, will be at the sole discretion of our Board, which may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, the implications of the payment of dividends by us to our shareholders or by our subsidiaries to us, business prospects, and any other factors that our Board may deem relevant.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, and our unaudited condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025, in each case together with the related notes thereto, all of which appear at the end of this offering circular, in each case together with the related notes thereto, all of which appear at the end of this offering circular. Some of the information contained in this discussion and analysis or set forth at the end of this offering circular, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors,” actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the section of this offering circular entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements. Please also see the section entitled “Cautionary Note Concerning Forward-Looking Statements.” Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. Future operating results, however, are impossible to predict, and no guarantee or warranty is to be inferred from those forward-looking statements.

MD&A Overview

This section presents management’s perspective on the financial condition and results of operations of Venu Holding Corporation. Unless otherwise noted, for purposes of this section, the terms “we,” “us,” “our,” “Company,” and “Venu” refer to Venu Holding Corporation and its consolidated subsidiaries. The following discussion and analysis (this “MD&A”) is intended to highlight and supplement data and information presented elsewhere in this offering circular and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, and our unaudited condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024, in each case together with the related notes thereto at the end of this offering circular. Results for any period or year should not be construed as an inference of what our results would be for any full fiscal year or future period. This MD&A is also intended to provide you with information that will facilitate your understanding of our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Concerning Forward-Looking Statements” and “Risk Factors.” Our MD&A is organized as follows:

Business Overview

Business

Venu is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue campuses, which consist of music halls, outdoor amphitheaters, restaurants, and bars. As a growing entertainment and hospitality company, we continue to expand our portfolio of indoor and outdoor music venues and entertainment campuses where music, dining, and luxury converge in strategically selected markets.

Key Milestones and Recent Developments

Our operations to date have enabled us to achieve growth and the following key milestones:

 
Venue Ownership

Venu primarily generates revenue through restaurant operations, event rentals, and hosting concerts and events. Our business involves developing, owning, and operating the following types of venues and entertainment spaces:

Music Halls — Music halls are indoor, intimate music and event venues that can accommodate up to approximately 1,400 guests. This venue category includes our Bourbon Brothers Presents venues, which are designed to host approximately 1,400 concertgoers at general admission concerts featuring national-touring artists or to seat between 500 and 700 guests at more intimate events such as concerts featuring tribute bands or dueling pianos, corporate functions, or weddings. Our BBP music halls can quickly be transitioned from one configuration to the next. This operational flexibility is intended to maximize our event-rental opportunities by expanding the types of events we can host while minimizing the time it takes to stage one event to the next, allowing us, for example, to host a premier concert one night and a wedding the following afternoon.

Amphitheaters — Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and will primarily be operated during the summer through fall seasons. Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences. Our first amphitheater venue is the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air, 8,000-person venue. In addition to lawn and stadium-style seating that allows us to offer tickets at an array of price points, Ford Amphitheater has firepit suites that deliver premium hospitality and a more luxurious, personalized concert experience. Each firepit suite can accommodate up to eight guests. Ford Amphitheater, which opened in August 2024, is designed with 92 VIP firepit suites, accommodating a total of 736 VIP guests. Ford Amphitheater will primarily host concerts from May through October each year. The amphitheaters planned for development in Oklahoma and Texas will also have firepit suites.

Certain entities that own and develop Venu’s venues are not wholly owned by Venu. For example, Venu has a 10% ownership interest in The Sunset Amphitheater LLC (which is the owner and developer of the Ford Amphitheater) but holds a 100% voting interest. Venu anticipates it will own 60% of Sunset Hospitality Collection, LLC (which is a company designed to own the building to lease to Roth Seafood & Chophouse and Notes Hospitality Collection) but hold 100% of the voting interest. In addition, the Company expects to own 30% of Sunset at Broken Arrow LLC and Sunset at Mustang Creek LLC (which, respectively, will own and operate the planned amphitheaters in Broken Arrow, Oklahoma and the greater Oklahoma City area) while, in each case, holding a 100% voting interest. With respect to its subsidiaries that own and develop amphitheaters, third-party members, in exchange for their capital contributions, receive an interest in the exclusive use of a specific suite at the applicable venue and also in their capacity as equity owners receive financial interests in their pro rata portion of a defined portion of the revenues generated by the venue for each event. Similarly, third-party members in Sunset Hospitality Collection LLC, receive, in exchange for their capital contribution, distributions from revenues resulting from lease payments received on the property owned by the entity.

Restaurants — Bourbon Brothers Smokehouse & Tavern is Venu’s flagship, full-service restaurant concept. BBST serves American classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, whiskies, and local craft beers. Venu develops its BBST restaurants and BBP music halls in close proximity to one another, which allows BBST to serve as the exclusive caterer for BBP events.

Fine Dining, Hospitality, and Entertainment Campuses — In summer 2025, Venu expects to open Roth’s Seafood & Chophouse, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating. In fall 2025, Venu expects for the restaurant operations of Roth’s Seafood & Chophouse to commence. Framing either side of Roth’s will be two configurable hospitality spaces intended to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces will be a “top-shelf” bar and lounge called Brohan’s, which, once opened in fall 2025, will offer unobstructed views of the surrounding area Venu intends to monetize during marquee shows at Ford Amphitheater.

The following table summarizes the types of venues we are constructing or plan to develop, describing each by venue type, location, expected opening date, and current status.

Business Segment

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker views our operations and manages the business in one segment. The net operating loss for December 31, 2024 and 2023, was $27.4 million and $11.1 million, respectively. The net operating loss for the three months ending March 31, 2025 and March 31, 2024, was $18.5 million and $12.9 million, respectively.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, and requires single reporting entities to comply with the expanded reportable segment disclosures outlined in the ASU. The expanded reportable segment disclosures are intended to enhance certain disclosures surrounding significant segment expenses.

The Company reports its segment information to reflect the manner in which the chief operating decision maker (the “CODM”) reviews and assesses performance. The Company’s Chief Executive Officer, President and Chief Operating Officer have joint responsibility as the CODM and review and assess the performance of the Company as a whole.

The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes. Information on net income (loss) and operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations.

The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements.

As the Company is a single-segment business, the adoption of this new standard did not have a material effect on the Company’s financial statements.

We consider our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. Revenue from our customers is primarily derived from food and beverage (“F&B”) services (our “Restaurant Operations”) with a portion being served contemporaneously with live entertainment during the events and concerts that we promote and host (our “Event Operations”) at the event center and amphitheaters, in addition to the revenues generated by venue rentals and sponsorships at the event centers and amphitheaters.

Event Operations. The Event Operations portion of our business involves the promotion of live music and events in our owned or operated venues, the operation and management of our venues, the creation of content from concerts and events hosted in our venues, and the provision of management and other services to artists. In 2023, we promoted and held 231 live music and other events at our two music halls, BBP CO, operating in Colorado Springs, Colorado, and BBP GA, which opened in June 2023 and operates in Gainesville, Georgia. In 2024, we promoted and held 219 events at BBP CO, 268 events at BBP GA, and 201 events at “Notes Eatery,” Venu’s newest live music and restaurant concept, which originally opened as “Notes” bar before expanding to the full restaurant, Notes Eatery, in May 2024. Our Event Operations business generated $5,346,120 or 30%, of our total revenue during 2024, and $3,075,141, or 25%, of our total revenue during 2023. The 74% increase of $2,270,976 in revenue generated from 2023 to 2024 was primarily attributable to BBP GA venue being open and fully operational during the full year of 2024 while still being under construction and recognizing partial sales for 2023. Our Event Operations business generated $1,264,910 or 36%, of our total revenue during the three months ended March 31, 2025, and $1,359,641, or 35%, of our total revenue during the three months ended March 31, 2024.

Within our Events Operations, we generate revenues through: (i) ticket sales and fees on tickets sold directly by us or through the ticketing business that we contract with for our events; (ii) fees collected on tickets sold by other third-party platforms, such as convenience and order-processing fees and service charges; (iii) venue rentals, which occur for a variety of corporate and personal events; (iv) pre-selling naming rights to our live-entertainment venues by partnering with industry-leading brands under naming-rights agreements; and (v) sponsorship sales, which allow brands to advertise at our venues by showcasing their names and logos on a variety of sponsorship inventory curated for each of our venues and at each event we promote and host.

Restaurant Operations. Revenues generated through restaurant operations included F&B sales at our BBST restaurants and Notes bar (known as Notes Eatery as of May 2024). F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with F&B sales at BBP CO and BBP GA. Our Restaurant Operations business generated $10,828,972, or 61%, of our total revenue during 2024. In 2023, our Restaurant Operations business generated $9,522,523, or 76%, of our total revenue. The 14% increase of $1,306,449 in revenue generated from Restaurant Operations from 2023 to 2024 was primarily attributable to increases in both BBST CO and BBST GA, with BBST GA open and fully operational during the full year of 2024 while still being under construction and recognizing partial sales for 2023. Our Restaurant Operations business generated $2,044,916, or 58%, of our total revenue for the three months ended March 31, 2025. During the three months ended March 31, 2024, our Restaurant Operations business generated $2,580,102 or 65%, of our total revenue.

Amphitheater Operations. The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary, we have entered into an agreement with Anschutz Entertainment Group (“AEG”), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, we generate net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, and other operating costs within our net amphitheater revenue recognition from AEG. For future amphitheater locations we expect to open, we anticipate entering into contractual arrangements with third-party operators having terms similar to those in our agreement with AEG. Our Amphitheater Operations generated net profits, over a partial season of 20 shows, of $1,659,291, or 9%, of our total revenue during 2024. Our Amphitheater Operations generated net revenues of $189,333 or 5% of our total revenue for the three months ended March 31, 2025 which included naming rights, net of AEG profit, with no shows taking place during the three months ended March 31, 2025, and $0 for the three months ended March 31, 2024 as Ford Amphitheater was not open during that time.

Financial

Private Equity Offerings

Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity securities.

During 2024, we raised $32,059,550 in a private offering of our Common Stock. We have used, and expect to use, the proceeds of that offering primarily to fund marketing, recruitment and development of staff, costs for operating Ford Amphitheater, pre-opening costs for Roth’s Seafood and Chophouse and Notes Hospitality Collection restaurant venues in Colorado Springs, Colorado, and other working capital needs.

We anticipate raising additional cash through the sales of our debt and equity securities together with private sales of membership interests in certain of our subsidiary entities (including interests in our Luxe FireSuites) at our amphitheater locations, collaborative arrangements such as owner’s clubs, or a combination thereof, to continue to fund our construction of venues. There is no assurance that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient funds in a timely manner, we may be forced to curtail operations or revise the timeline of our business plan.

Initial Public Offering

On November 26, 2024, we completed our initial public offering (the “IPO”) of 1,200,000 shares Common Stock at a public offering price of $10.00 per share, generating gross proceeds of $12,000,000. We also granted the underwriters a 45-day option to purchase up to 180,000 additional shares of Common Stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on November 29, 2024. The shares of Common Stock were offered and sold pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-281271), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 6, 2024, and later amended (as amended, the “Registration Statement”). The Registration Statement was declared effective by the Commission on November 12, 2024. The closing of the IPO took place on November 29, 2024. We received net proceeds of approximately $12.3 million from the IPO, after deducting underwriting discounts and commissions and other offering expenses.

Overview of Year-to-Year Financial Comparison

For the years ended December 31, 2024 and 2023:

Overview of the 2025 Three-Month Interim Period Financial Comparison

For the three-month period ended March 31, 2025 and 2024:

Consolidated Results of Operations

Results of Operations for, and Comparison of, the Years Ended December 31, 2024 and 2023

Our results of operations have varied significantly from year to year and may vary significantly in the future. The following table sets forth our results of operations for the years ended December 31, 2024 and 2023, respectively.