Core Insights - Venu Holding Corporation (NYSE American: VENU) is experiencing significant growth, highlighted by a surge in asset growth, record fan engagement, and expanded national momentum as reported in their Q2 2025 financial results [1][2] Financial Performance - Total assets increased to $242.0 million, a 36% rise or $63.3 million from year-end 2024 [10] - Property and equipment rose by 45% to $199.2 million, indicating active construction across multiple states [10] - Net revenue from amphitheater operations and naming rights for the quarter was $597,712, with the Ford Amphitheater generating $4.7 million in gross receipts from over 35,000 fans [5][10] Strategic Initiatives - The company is focused on four key priorities: expanding markets, completing current developments, increasing FireSuite sales, and unlocking strategic value through naming rights and sale leasebacks [3] - VENU's partnership with Ryan, LLC aims to deliver two new municipalities every quarter, potentially adding $150 to $300 million to the balance sheet with each agreement [6] - The triple-net lease partnership with Sands Investment Group is projected to generate over $100 million in additional annual capital [7] Development Pipeline - VENU has a robust development pipeline with 38 communities in discussions for new projects, including the 20,000-seat Sunset Amphitheater in McKinney, TX, set to open in 2026 [11] - The company is on track to open three outdoor amphitheaters and one indoor venue by 2026, with plans for four more in 2027 [11] Institutional Interest - VENU's market capitalization has surpassed $600 million, marking a transition from micro-cap status and attracting increased institutional ownership [12] - Vanguard Group has disclosed a new position in VENU, holding 861,911 shares, approximately 2.3% of outstanding stock, valued at about $13 million [13][14] Future Outlook - The company anticipates adding over $5 billion in completed project value in the next 36 to 48 months, with expectations of development profit in Q4 2025 and operational profit in Q3/Q4 2026 [15][17]

Financial Data and Key Metrics Changes - Total assets increased to $242 million, up $63.6 million or 36% as of June 30, 2025, compared to $178.4 million from December 31, 2024 [16] - Property and equipment rose to $199.2 million, an increase of $62 million or 45% from $137.2 million at December 31, 2024 [16] - Luxe Fire Suite and Aikman club sales reached $61.3 million through June 30, 2025, up $15.5 million or 34% from $45.8 million [17] - Total revenue for the three months ended June 30, 2025, was $4.5 million, a 7% increase or $312,000 compared to the same period in 2024 [17] - Total revenue for the six months ended June 30, 2025, was $8 million, a decrease of 2% or $128,000 compared to $8.1 million for the same period in 2024 [18] Business Line Data and Key Metrics Changes - Amphitheater operations generated net revenue of $598,000 for the three months ended June 30, 2025, and $769,000 for the six months ended June 30, 2025 [19] - Ford Amphitheater generated gross receipts of $4.7 million from 10 shows through June 30, 2025 [19] - Food and beverage sales increased by $1.09 per head or 9% versus the full season of 2024 [23] Market Data and Key Metrics Changes - The municipal pipeline includes 38 communities engaged in discussions about bringing venues to their areas [8] - The company expects to add between $150 million to $300 million to its balance sheet with each delivered development agreement [8] Company Strategy and Development Direction - The company is focused on four priorities: expanding markets, completing current developments, growing fire pit suite sales, and unlocking strategic value through high-value opportunities [6] - A significant opportunity for sale leaseback is expected to generate $188 million and a development profit of approximately $35 million in Q4 2025 [13] - The company aims to add more than $5 billion in completed project value over the next 36 to 48 months [14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the foundation set for future growth, with operational profit expected in Q3 2026 and development profit in Q4 2025 [14] - The company is excited about the momentum in various aspects of the business, including fractional ownership programs and new market expansions [30] Other Important Information - The company is actively testing menu innovations and rolling out fresh sales strategies to enhance guest experiences and improve margins [21][24] - The focus for the remainder of 2025 includes scaling guest spend drivers and enhancing local community connections [24] Q&A Session Summary Question: Can you talk about any of the drivers that you see going forward in that momentum? - Management highlighted excitement about the strong performance of fractional ownership programs and the engagement with 38 communities, expecting new deals every quarter [30]

[General Information](index=1&type=section&id=General%20Information) [Company Information](index=1&type=section&id=Company%20Information) Venu Holding Corporation, a Colorado corporation, filed its Quarterly Report on Form 10-Q for the period ended June 30, 2025. The company's common stock (VENU) is registered on NYSE American LLC. As of August 14, 2025, there were 40,311,231 shares of common stock outstanding Company Filing Details | Detail | Value | | :--- | :--- | | Filing Type | Form 10-Q | | Period Ended | June 30, 2025 | | Registrant Name | Venu Holding Corporation | | State of Incorporation | Colorado | | Trading Symbol | VENU | | Exchange | NYSE American LLC | | Common Stock Outstanding (as of Aug 14, 2025) (shares) | 40,311,231 shares | [Cautionary Note Regarding Forward-Looking Statements](index=2&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns readers that the report contains forward-looking statements based on current expectations and assumptions, which are subject to significant risks and uncertainties. Actual results may differ materially, and the company disclaims any obligation to update these statements unless required by law. Key factors that may affect expectations include financial position, revenues, marketing efforts, capital expenditures, economic conditions, and ability to raise future financing - Forward-looking statements are subject to various risks and uncertainties, including projected financial position, estimated cash burn rate, future revenues (dependent on concert/event popularity and artist performance), marketing efforts, capital expenditures, general economic conditions (inflation, interest rate fluctuations, geopolitical tensions), and the ability to raise future financing[6](index=6&type=chunk)[9](index=9&type=chunk)[11](index=11&type=chunk) [Part I - Financial Information](index=5&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Item 1 - Condensed Consolidated Financial Statements (Unaudited)](index=5&type=section&id=ITEM%201%20-%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements of Venu Holding Corporation, including the balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, and specific financial line items for the periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (Unaudited) ($) | December 31, 2024 (Audited) ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Assets | 242,045,523 | 178,417,515 | 63,628,008 | 35.66% | | Property and equipment, net | 199,201,653 | 137,215,936 | 61,985,717 | 45.17% | | Total Liabilities | 68,077,178 | 47,600,277 | 20,476,901 | 43.02% | | Total Stockholders' Equity | 163,843,345 | 130,817,238 | 33,026,107 | 25.25% | | Non-controlling interest | 73,654,617 | 35,094,303 | 38,560,314 | 109.88% | [Condensed Consolidated Statements of Operations (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited)) Key Financial Performance (Q2 2025 vs Q2 2024) | Metric | Q2 2025 ($) | Q2 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenues, net | 4,487,307 | 4,175,238 | 312,069 | 7.47% | | Total Operating Costs | 14,794,007 | 8,527,461 | 6,266,546 | 73.49% | | Loss from Operations | (10,306,700) | (4,352,223) | (5,954,477) | 136.82% | | Net Loss | (12,303,594) | (5,269,165) | (7,034,429) | 133.51% | | Net Loss Attributable to Common Stockholders | (11,400,358) | (4,521,099) | (6,879,259) | 152.16% | | Basic and Diluted Net Loss Per Share (Common Stock) ($) | (0.30) | N/A | N/A | N/A | Key Financial Performance (YTD June 30, 2025 vs YTD June 30, 2024) | Metric | YTD June 30, 2025 ($) | YTD June 30, 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenues, net | 7,986,466 | 8,114,981 | (128,515) | -1.58% | | Total Operating Costs | 36,835,530 | 25,433,989 | 11,401,541 | 44.83% | | Loss from Operations | (28,849,064) | (17,319,008) | (11,530,056) | 66.57% | | Net Loss | (31,736,344) | (21,085,184) | (10,651,160) | 50.52% | | Net Loss Attributable to Common Stockholders | (29,464,088) | (20,120,037) | (9,344,051) | 46.44% | | Basic and Diluted Net Loss Per Share (Common Stock) ($) | (0.77) | N/A | N/A | N/A | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Unaudited)) Changes in Stockholders' Equity (YTD June 30, 2025) | Item | Amount ($) | | :--- | :--- | | Balance at January 1, 2025 | 130,817,238 | | Equity issued for services | 277,900 | | Equity based compensation | 13,024,382 | | Warrants issued as debt discount | 1,486,329 | | Conversion of convertible debt and interest to common stock | 25,072,916 | | Non-controlling interest issuance of shares | 41,067,480 | | Net loss | (31,736,344) | | Balance at June 30, 2025 | 163,843,345 | [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) Cash Flow Summary (Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (11,484,247) | 6,117,758 | (17,602,005) | -287.73% | | Net cash used in investing activities | (39,216,643) | (31,185,229) | (8,031,414) | 25.76% | | Net cash provided by financing activities | 50,163,414 | 47,622,260 | 2,541,154 | 5.34% | | Net (decrease) increase in cash and cash equivalents | (537,476) | 22,554,789 | (23,092,265) | -102.38% | | Cash and cash equivalents, ending | 37,431,978 | 42,755,893 | (5,323,915) | -12.45% | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed disclosures and explanations for the figures presented in the condensed consolidated financial statements, covering the company's organization, significant accounting policies, and specific financial line items [Note 1 – Organization and Description of Business](index=10&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20DESCRIPTION%20OF%20BUSINESS) - Venu Holding Corporation (f/k/a Notes Live, Inc.) is a Colorado corporation formed on March 13, 2017, engaged in hospitality and entertainment, generating revenue from operating restaurants, hosting events, renting event space, and operating outdoor amphitheaters in the United States[27](index=27&type=chunk)[28](index=28&type=chunk)[31](index=31&type=chunk)[36](index=36&type=chunk)[38](index=38&type=chunk)[45](index=45&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk) - The company operates through numerous consolidated subsidiaries and variable interest entities, including Bourbon Brothers (restaurants, event production, licensing), Notes (restaurant, closed July 2025), Sunset Amphitheater (Ford Amphitheater, opened August 2024), and various development entities for future venues in Oklahoma and Texas [Note 2 – Summary of Significant Accounting Policies](index=13&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The financial statements are prepared under U.S. GAAP, requiring significant management estimates for areas like economic lives of leased assets, impairment assessment of long-lived assets, depreciable lives of property, useful lives of intangible assets, accruals for contingencies, valuation allowances for deferred income tax assets, and fair value estimates for business combinations and equity-based compensation[53](index=53&type=chunk)[55](index=55&type=chunk)[59](index=59&type=chunk)[73](index=73&type=chunk)[222](index=222&type=chunk) - Despite an accumulated deficit of **$76,842,171** and net losses, management has concluded there is no substantial doubt about the company's ability to continue as a going concern, based on cash on hand, expected improved profitability from existing operations, the full 2025 season of Ford Amphitheater, and anticipated openings of Roth's Sea & Steak, along with potential additional capital raising and debt financing - Revenue is recognized in accordance with ASC 606, allocating transaction prices to separate performance obligations. This includes restaurant sales (transfer of F&B), venue rentals/events (event occurrence), and sponsorship/naming rights (over agreement term). Amphitheater operations involve profit-sharing with AEG Presents-Rocky Mountains, LLC [Note 3 – Property and Equipment](index=22&type=section&id=NOTE%203%20%E2%80%93%20PROPERTY%20AND%20EQUIPMENT) Property and Equipment, Net | Category | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Land and buildings | 133,919,619 | 93,377,840 | 40,541,779 | 43.42% | | Construction in progress | 63,988,205 | 40,518,315 | 23,469,890 | 57.92% | | Total Property and equipment, net | 199,201,653 | 137,215,936 | 61,985,717 | 45.17% | - Depreciation and amortization expenses relating to property and equipment for the three and six months ended June 30, 2025, were **$1,357,281** and **$2,715,965**, respectively, significantly higher than the **$390,776** and **$1,215,793** for the same periods in 2024, reflecting additional assets depreciated, particularly the Ford Amphitheater[99](index=99&type=chunk) [Note 4 – Intangibles](index=22&type=section&id=NOTE%204%20-%20INTANGIBLES) Intangible Assets, Net | Category | June 30, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Naming rights | 400,314 | 400,314 | | Accumulated amortization | (222,398) | (189,038) | | Intangible assets, net | 177,916 | 211,276 | - Intangible assets, primarily naming rights, are amortized on a straight-line basis over six years. Amortization expense was **$16,680** for both the three and six months ended June 30, 2025 and 2024. Estimated future amortization is **$66,719** for 2026 and 2027, and **$44,478** for 2028[100](index=100&type=chunk) [Note 5 – Leases](index=23&type=section&id=NOTE%205%20%E2%80%93%20LEASES) Operating Lease Balances | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Operating lease right-of-use assets, net | 1,174,192 | 1,351,600 | | Total lease liabilities | 1,206,712 | 1,384,848 | Rent Expense and Cash Paid for Leases | Metric | Q2 2025 ($) | Q2 2024 ($) | YTD 2025 ($) | YTD 2024 ($) | | :--- | :--- | :--- | :--- | :--- | | Total rent expense | 468,252 | 306,050 | 881,472 | 642,564 | | Cash paid for rent | 114,275 | 181,159 | 234,873 | 268,635 | - The increase in total rent expense for the six-month period ended June 30, 2025, was primarily attributable to insurance and an additional corporate leased space in McKinney, Texas. The weighted-average remaining lease term was **3.79 years** with a weighted-average discount rate of **5.68%** as of June 30, 2025[105](index=105&type=chunk)[106](index=106&type=chunk) [Note 6 – Investments](index=24&type=section&id=NOTE%206%20%E2%80%93%20INVESTMENTS) - On January 13, 2025, the Company purchased **1,487,099 shares** of Series A Preferred Stock of FL 101, Inc. (dba EIGHT Brewing) for a cash investment of **$1,999,999**. This minority investment is carried at fair value and showed no impairment as of June 30, 2025[107](index=107&type=chunk) [Note 7 – Investments in Related Parties](index=24&type=section&id=NOTE%207%20%E2%80%93%20INVESTMENTS%20IN%20RELATED%20PARTIES) Investments in Related Parties | Related Party | December 31, 2023 ($) | December 31, 2024 ($) | June 30, 2025 ($) | | :--- | :--- | :--- | :--- | | Roth Industries LLC | 550,000 | 550,000 | 550,000 | | Innovate CPG, Inc. | - | - | 5,262 | | Total | 550,000 | 550,000 | 555,262 | - The company accounts for these non-controlling interest investments using a practical expedient at cost minus impairment plus any changes in observable price changes from an orderly transaction of similar investments[108](index=108&type=chunk) [Note 8 – Related Party Transactions](index=24&type=section&id=NOTE%208%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) - Venu recognized **$35,000** in licensing fees from Roth Industries, LLC for the Bourbon Brothers brand for both the three months ended June 30, 2025 and 2024, and **$70,000** for both the six months ended June 30, 2025 and 2024[109](index=109&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[196](index=196&type=chunk) - On June 26, 2024, Venu acquired **100%** of 13141 BP, LLC (land and buildings for Notes Eatery) for **$2,761,000** via equity issuance (**276,100 common shares**). This property was sold to a third party on July 18, 2025, leading to the closure of Notes Eatery 13141 BP Acquisition Consideration and Net Assets Acquired (June 26, 2024) | Item | Amount ($) | | :--- | :--- | | Issuance of shares (consideration) | 2,761,000 | | Cash acquired | 74,085 | | Fixed Assets acquired | 2,519,435 | | Lease receivable acquired | 191,028 | | Accrued and other current liabilities assumed | (23,548) | | Net assets acquired | 2,761,000 | [Note 9 – Debt](index=25&type=section&id=NOTE%209%20%E2%80%93%20DEBT) Long-Term Debt Summary | Debt Type | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | SBA Economic Injury Disaster Loan | 500,000 | 500,000 | 0 | 0.00% | | Bank loan and promissory notes | 41,318,164 | 15,701,718 | 25,616,446 | 163.14% | | Convertible debt | 2,990,175 | 9,433,313 | (6,443,138) | -68.30% | | Total Long-term debt | 44,808,339 | 25,635,031 | 19,173,308 | 74.79% | - Key debt activities include: conversion of KWO, LLC convertible note into **1,007,292 common shares** (June 2025); a **$25 million** secured promissory note for McKinney, TX land acquisition (no interest, forgivable upon TCO/CO by deadlines); an **$8 million** forgivable loan from City of El Paso for El Paso Amphitheater development; and new convertible promissory notes totaling **$18 million** issued in Q1/Q2 2025 with **12% interest** and warrants[114](index=114&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk)[123](index=123&type=chunk) Future Maturities of Long-Term Debt (as of June 30, 2025) | Year | Amount ($) | | :--- | :--- | | 2026 | 337,938 | | 2027 | 25,354,801 | | 2028 | 3,366,876 | | 2029 | 391,104 | | 2030 | 410,674 | | Thereafter | 14,946,946 | | Total long-term debt | 44,808,339 | [Note 10 – Equity](index=27&type=section&id=NOTE%2010%20%E2%80%93%20EQUITY) - In September 2024, Venu reclassified all Class A, C, and D common stock into a single 'Common Stock' class and completed an initial public offering (IPO) in November 2024, generating approximately **$12.3 million** in net proceeds[125](index=125&type=chunk)[127](index=127&type=chunk)[129](index=129&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - On June 16, 2025, Venu issued **675 shares** of Series B 4.0% Cumulative Redeemable Convertible Preferred Stock for **$10.125 million** to Aramark Sports and Entertainment Services, LLC. This preferred stock is convertible into **1,000 common shares** per preferred share and is classified as mezzanine equity due to redemption provisions - The company issued **1,007,292 common shares** to KWO, LLC to satisfy a convertible note (June 2025) and **1,542,367 common shares** for other convertible promissory notes (June 2025). Venu also launched a structured financing model for Luxe FireSuites fractional ownership at new amphitheater locations [Note 11 – Earnings Per Share](index=28&type=section&id=NOTE%2011%20%E2%80%93%20EARNINGS%20PER%20SHARE) Basic and Diluted Net Loss Per Share (Common Stock) | Period | Basic and Diluted Net Loss Per Share ($) | | :--- | :--- | | Three Months Ended June 30, 2025 | (0.30) | | Six Months Ended June 30, 2025 | (0.77) | - The Series B Preferred Stock, issued on June 16, 2025, is a non-participating security with a fixed **4% cumulative dividend**. Its assumed conversion was anti-dilutive and excluded from diluted EPS computation for the three months ended June 30, 2025[137](index=137&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) [Note 12 – Warrants and Stock Options](index=29&type=section&id=NOTE%2012%20%E2%80%93%20WARRANTS%20AND%20STOCK%20OPTIONS) Warrants and Options Activity | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Outstanding Warrants and Options | 9,587,406 | 5,584,293 | | Weighted Average Exercise Price ($) | 8.33 | 6.43 | | Aggregate Intrinsic Value (Outstanding) ($) | 32,218,705 | N/A | | Exercisable Warrants and Options | 7,601,352 | N/A | | Aggregate Intrinsic Value (Exercisable) ($) | 25,667,460 | N/A | - During the six months ended June 30, 2025, **4,297,500 warrants and options** were granted, including **2.5 million options** to JW Roth and Kevin O'Neil for personal guarantees on the McKinney property promissory note, **900,000 warrants** to investors, and **897,500** for contributed services and to employees/directors[143](index=143&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk) Equity-Based Compensation Expense | Period | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Three Months Ended June 30 | 1,883,762 | 4,688,372 | (2,804,610) | -59.82% | | Six Months Ended June 30 | 13,224,382 | 10,254,826 | 2,969,556 | 28.96% | [Note 13 – Accounts Payable and Accrued Expenses](index=29&type=section&id=NOTE%2013%20%E2%80%93%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20EXPENSES) Accounts Payable and Accrued Expenses | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Accounts payable | 4,501,312 | 7,283,033 | (2,781,721) | -38.20% | | Accrued expenses | 6,808,828 | 3,556,819 | 3,252,009 | 91.43% | - Accounts payable decreased primarily due to reduced payments to vendors for operations and construction, while accrued expenses increased mainly due to higher accruals for utilities, property taxes, construction vendors, insurance, purchases, and interest[146](index=146&type=chunk) [Note 14 – Commitments and Contingencies](index=29&type=section&id=NOTE%2014%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) - The Company may become party to litigation and other claims in the ordinary course of business, for which management provides if losses are determined to be both probable and estimable[147](index=147&type=chunk) - Public-private partnerships may require the Company to meet construction timelines and could include liquidated damage clauses, which are also assessed for probable and estimable losses [Note 15 – Subsequent Events](index=29&type=section&id=NOTE%2015%20%E2%80%93%20SUBSEQUENT%20EVENTS) - Notes Eatery closed operations as of July 18, 2025, following the sale of its land and building by 13141 BP to a third party[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) - On July 22, 2025, the Company issued **103,667 shares** of Common Stock upon the conversion of a secured promissory note - On August 11, 2025, the Series A Preferred Stock designation was eliminated, and **138,333 warrants** were exercised by employees and directors subsequent to June 30, 2025 [Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=ITEM%202%20-%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Venu Holding Corporation's financial condition and results of operations, comparing the three and six months ended June 30, 2025, to the prior year. It covers the business overview, key financial changes, detailed revenue and expense analysis, factors influencing future results, liquidity and capital resources, and significant accounting policies [Business Overview](index=31&type=section&id=Business%20Overview) - Venu is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue campuses, including music halls, outdoor amphitheaters, restaurants, and bars, with a strategy to expand its portfolio in strategically selected markets[154](index=154&type=chunk)[156](index=156&type=chunk)[168](index=168&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) - Key milestones include the opening of Ford Amphitheater in Colorado Springs (August 2024), an IPO in November 2024, and strategic partnerships for new amphitheaters in McKinney, TX, El Paso, TX, and Broken Arrow, OK, with anticipated openings in 2026 Revenue Contribution by Segment (Q2 & YTD June 30, 2025) | Segment | Q2 2025 Revenue ($) | Q2 2025 % of Total (%) | YTD 2025 Revenue ($) | YTD 2025 % of Total (%) | | :--- | :--- | :--- | :--- | :--- | | Restaurant Operations | 2,545,178 | 57% | 4,590,094 | 57% | | Event Operations | 1,350,418 | 30% | 2,627,078 | 33% | | Amphitheater Operations | 591,712 | 13% | 769,294 | 10% | | Total Revenues | 4,487,307 | 100% | 7,986,466 | 100% | [Financial Overview](index=36&type=section&id=Overview%20of%20the%202025%20Three%20and%20Six-Month%20Interim%20Period%20Financial%20Comparison) Key Financial Changes (YTD June 30, 2025 vs Dec 31, 2024 / YTD June 30, 2024) | Metric | June 30, 2025 / YTD 2025 ($) | December 31, 2024 / YTD 2024 ($) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 242,045,523 | 178,417,515 | 36% | | Property and equipment | 199,201,653 | 137,215,936 | 45% | | Q2 Total Revenue | 4,487,307 | 4,175,238 | 7% | | YTD Total Revenue | 7,986,466 | 8,114,986 | -2% | | Q2 Net Loss | (12,303,594) | (5,269,165) | 134% | | YTD Net Loss | (31,736,344) | (21,085,184) | 51% | | YTD Net Cash Used in Operating Activities | (11,484,247) | 6,117,748 (provided) | -288% | | YTD Net Cash Used in Investing Activities | (39,216,643) | (31,185,229) | 26% | | YTD Net Cash Provided by Financing Activities | 50,163,414 | 47,622,260 | 5% | - The increase in net loss is attributed to higher general and administrative expenses and equity compensation expenses, driven by expansion into new municipalities, business development for Luxe FireSuites and NNN offerings, and capital/debt offerings[175](index=175&type=chunk) [Consolidated Results of Operations](index=37&type=section&id=Consolidated%20Results%20of%20Operations) Revenue Performance (Q2 & YTD June 30) | Revenue Category | Q2 2025 ($) | Q2 2024 ($) | Q2 Change (%) | YTD 2025 ($) | YTD 2024 ($) | YTD Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Restaurant including F&B | 2,545,178 | 2,824,092 | -10% | 4,590,094 | 5,404,194 | -15% | | Event center ticket and fees | 1,274,312 | 1,335,761 | -5% | 2,254,751 | 2,660,656 | -15% | | Rental and sponsorship | 667,817 | 15,385 | 4241% | 1,141,621 | 50,131 | 2177% | | Total Revenues | 4,487,307 | 4,175,238 | 7% | 7,986,466 | 8,114,981 | -2% | Operating Costs Performance (Q2 & YTD June 30) | Operating Cost Category | Q2 2025 ($) | Q2 2024 ($) | Q2 Change (%) | YTD 2025 ($) | YTD 2024 ($) | YTD Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Food and beverage | 613,546 | 643,857 | -5% | 1,111,386 | 1,248,412 | -11% | | Event center | 929,498 | 700,188 | 33% | 1,653,562 | 1,291,470 | 28% | | Labor | 1,118,884 | 1,138,564 | -2% | 2,117,831 | 2,205,962 | -4% | | Rent | 409,959 | 421,678 | -3% | 774,336 | 642,564 | 20.5% | | General and administrative | 8,463,946 | 325,473 | 2501% | 15,204,257 | 8,574,962 | 77.3% | | Equity compensation | 1,883,762 | 4,688,372 | -60% | 13,224,382 | 10,254,826 | 28.96% | | Depreciation and amortization | 1,374,412 | 609,329 | 126% | 2,749,776 | 1,215,793 | 126% | | Total Operating Costs | 14,794,007 | 8,527,461 | 73% | 36,835,530 | 25,433,989 | 45% | - Interest expense increased by **75%** in Q2 2025 and **97%** year-to-date, primarily due to the addition of convertible promissory notes issued in Q1/Q2 2025 and the amortization of debt discount fees on warrants[179](index=179&type=chunk)[183](index=183&type=chunk)[194](index=194&type=chunk) [Factors that May Influence Future Results of Operations](index=40&type=section&id=Factors%20that%20May%20Influence%20Future%20Results%20of%20Operations) - The company monitors macroeconomic conditions, including inflationary pressure, potential for recession, instability of capital markets, consumer-spending habits, costs of goods, changes to fiscal and monetary policies, interest rate fluctuations, access to capital, and geopolitical trends, which could impact operations, sales, and profitability[197](index=197&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) - Rising interest rates increase the cost of borrowing and reduce the affordability of land-development projects, while inflation increases costs for building materials, labor, ingredients, supplies, and utilities, requiring careful adjustments to menu prices to balance costs and consumer demand [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) - The company had an accumulated deficit of **$76,842,171** as of June 30, 2025, and net cash used in operating activities of **$11,484,247** for the six months ended June 30, 2025, a significant decrease from cash provided in the prior year, primarily due to increased net loss and changes in accounts payable[174](index=174&type=chunk)[205](index=205&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk)[216](index=216&type=chunk) - Venu anticipates raising additional capital through private sales of debt and equity securities, including membership interests in Luxe FireSuites and selling lease rights to suites, to fund ongoing venue construction and expansion Cash Flow Summary (Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (11,484,247) | 6,117,758 | (17,602,005) | -287.73% | | Net cash used in investing activities | (39,216,643) | (31,185,229) | (8,031,414) | 25.76% | | Net cash provided by financing activities | 50,163,414 | 47,622,260 | 2,541,154 | 5.34% | [Significant Accounting Policies and Use of Estimates](index=43&type=section&id=Significant%20Accounting%20Policies%20and%20Use%20of%20Estimates) - Revenue recognition follows ASC 606, allocating transaction prices to performance obligations for F&B sales, venue rentals, event tickets, and recognizing naming rights and sponsorship revenue over the agreement term. Amphitheater operations involve net profit splits with AEG Presents-Rocky Mountains, LLC[219](index=219&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk)[225](index=225&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk) - Investments in related parties without readily determinable fair values are accounted for using a practical expedient at cost minus impairment, plus observable price changes. Leases are classified as operating or financing under ASC 842, with right-of-use assets and lease liabilities recorded - Warrants and options are equity-classified, with compensation expense recognized based on fair value. The company accounts for changes in ownership interest in majority-owned subsidiaries or VIEs as equity transactions, adjusting non-controlling interest accordingly [Off-Balance Sheet Arrangements](index=46&type=section&id=Off-Balance%20Sheet%20Arrangements) - Venu Holding Corporation does not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, and therefore had no off-balance sheet arrangements during the reported periods[235](index=235&type=chunk) [Stockholders' Equity](index=46&type=section&id=Stockholders'%20Equity) - On September 6, 2024, Venu amended its Articles of Incorporation to change its legal name to 'Venu Holding Corporation' and convert all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to a single class of 'Common Stock'[236](index=236&type=chunk)[237](index=237&type=chunk) Outstanding Stock as of June 30, 2025 | Stock Class | Shares Outstanding (shares) | Voting Rights | | :--- | :--- | :--- | | Common Stock | 40,080,292 | One vote per share | | Class B Non-Voting Common Stock | 379,990 | No voting power (except as required by law) | [Item 3 - Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=ITEM%203%20-%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Venu Holding Corporation is not required to provide quantitative and qualitative disclosures about market risk. The company also qualifies as an 'emerging growth company' under the JOBS Act, allowing it to take advantage of extended transition periods for new accounting standards and reduced reporting requirements - As a smaller reporting company, Venu is exempt from providing quantitative and qualitative disclosures about market risk pursuant to Item 305(e) of Regulation S-K[238](index=238&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk)[241](index=241&type=chunk) - Venu is an 'emerging growth company' (EGC) under the JOBS Act, electing to use the extended transition period for complying with new or revised accounting standards and benefiting from reduced reporting requirements, such as presenting only two years of audited financial statements and an exemption from an auditor's report on internal controls under Section 404(b) [Item 4 - Controls and Procedures](index=45&type=section&id=ITEM%204%20-%20Controls%20and%20Procedures) As of June 30, 2025, Venu's disclosure controls and procedures were deemed ineffective due to a material weakness in internal controls over financial reporting, specifically limited accounting personnel leading to insufficient segregation of duties and an inadequate financial close process. The company is actively remediating this by enhancing systems, processes, and hiring experienced accounting and finance staff, having increased its accounting staff by 34% during the six months ended June 30, 2025 - As of June 30, 2025, disclosure controls and procedures were not effective due to a material weakness in internal controls over financial reporting, stemming from limited accounting personnel, insufficient segregation of duties, and an inadequate financial close process[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk) - The company's remediation plan involves enhancing systems, processes, and human capital resources, including hiring experienced accounting and finance employees and utilizing external consultants. Accounting staff increased by **34%** during the six months ended June 30, 2025 [Part II - Other Information](index=48&type=section&id=PART%20II%20OTHER%20INFORMATION) [Item 1 - Legal Proceedings](index=48&type=section&id=ITEM%201%20-%20Legal%20Proceedings) The company is not currently involved in any legal proceedings that are expected to have a material adverse impact on its financial position or results of operations, though it may be party to various disputes in the ordinary course of business - The Company is not currently engaged in any legal proceedings that are expected, individually or in aggregate, to have a material adverse impact on its financial position or results of operations[247](index=247&type=chunk) [Item 1A - Risk Factors](index=48&type=section&id=ITEM%201A%20-%20Risk%20Factors) As a smaller reporting company, Venu is not required to provide specific risk factor disclosures in this quarterly report but refers readers to the 'Risk Factors' section in its Annual Report on Form 10-K for the year ended December 31, 2024, for important factors that could materially affect actual results - As a smaller reporting company, Venu is not required to provide disclosure pursuant to this Item 1A but refers readers to the 'Risk Factors' section in its Annual Report on Form 10-K for the year ended December 31, 2024[248](index=248&type=chunk) [Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=ITEM%202%20-%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Venu issued several unregistered equity securities in reliance on Section 4(a)(2) and Rule 506(b) of the Securities Act. This included 1,007,292 common shares to KWO, LLC for a convertible note, 675 Series B Preferred Stock shares for $10.125 million to Aramark, and 20,000 common shares to consultants for services. Additionally, 1,542,367 common shares were issued for convertible promissory notes, and 103,667 common shares for a secured promissory note after June 30, 2025 - On June 3, 2025, Venu issued **1,007,292 shares** of Common Stock to KWO, LLC in full satisfaction of a convertible note, relying on Section 4(a)(2) of the Securities Act[249](index=249&type=chunk)[250](index=250&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk) - On June 16, 2025, Venu issued **675 shares** of Series B 4.0% Cumulative Redeemable Convertible Preferred Stock to Aramark Sports and Entertainment Services, LLC for an aggregate purchase amount of **$10.125 million**, relying on Section 4(a)(2) of the Securities Act - In April and May 2025, Venu issued **10,000 common shares** each to two consultants for services. On June 22, 2025, **1,542,367 common shares** were issued for convertible promissory notes, and on July 22, 2025, **103,667 common shares** for a secured promissory note, all in reliance on Section 4(a)(2) and Rule 506(b) of the Securities Act [Item 3 - Defaults Upon Senior Securities](index=48&type=section&id=ITEM%203%20-%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company [Item 4 - Mine Safety Disclosure](index=48&type=section&id=ITEM%204%20-%20Mine%20Safety%20Disclosure) This item is not applicable to the company [Item 5 - Other Information](index=48&type=section&id=ITEM%205%20-%20Other%20Information) During Q2 2025, no directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements. The Series A Preferred Stock designation was eliminated on August 12, 2025. The company also has leak-out agreements restricting the sale of 31,869,430 common shares (including 8,630,657 shares beneficially owned by officers and directors) until various dates through November 2028, unless the stock price reaches $25 for ten consecutive trading days before November 25, 2025 - During the quarter ended June 30, 2025, none of the Company's directors or officers adopted, modified, or terminated a 'Rule 10b5-1 trading arrangement' or a 'non-Rule 10b5-1 trading arrangement'[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk)[260](index=260&type=chunk)[262](index=262&type=chunk) - On August 12, 2025, the Company filed a revocation to eliminate the Series A 8.0% Cumulative Redeemable Convertible Preferred Stock designation from its Articles of Incorporation, with no shares of Series A Preferred Stock ever issued Common Stock Subject to Leak-Out Restrictions (as of August 14, 2025) | Category | Shares (shares) | Release Date | | :--- | :--- | :--- | | Total shares subject to leak-out restrictions | 31,869,430 | Various | | Released on November 25, 2025 | 6,614,064 | | | Released on November 25, 2026 | 3,208,885 | | | Released on November 25, 2027 | 22,042,981 | | | Released on November 25, 2028 | 3,500 | | | Officer/Director shares subject to leak-out restrictions | 8,630,657 | Various | | Officer/Director shares released on November 25, 2025 | 1,106,179 | | | Officer/Director shares released on November 25, 2026 | 941,481 | | | Officer/Director shares released on November 25, 2027 | 6,582,997 | | [Item 6 - Exhibits](index=47&type=section&id=ITEM%206%20-%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer (pursuant to Sarbanes-Oxley Act Sections 302 and 906), and Inline XBRL documents for financial data - Exhibits include certifications of Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE, 101.DEF, 104)[263](index=263&type=chunk) [Signatures](index=48&type=section&id=Signatures) The report is duly signed on behalf of Venu Holding Corporation by JW Roth, Chief Executive Officer and Chairman, and Heather Atkinson, Chief Financial Officer, on August 14, 2025 - The report was signed by JW Roth, Chief Executive Officer and Chairman, and Heather Atkinson, Chief Financial Officer, on August 14, 2025[265](index=265&type=chunk)

Core Insights - Institutional investors are increasingly recognizing Venu Holding Corporation's innovative approach to entertainment venues and fan engagement, highlighted by Vanguard Group's new position in the company [1][2] - Venu has secured a $10.125 million equity investment from Aramark, which will enhance its operational capabilities and align with its growth strategy [3][10] Investment and Partnerships - Vanguard Group holds 861,911 shares of Venu, representing approximately 2.3% of its outstanding stock, valued at around $13 million [1] - The partnership with Aramark positions Venu to leverage Aramark's extensive experience in hospitality and venue management, particularly for its flagship Ford Amphitheater and upcoming Sunset Amphitheaters [3][4] Strategic Vision - Venu's "fan-founded" philosophy focuses on creating upscale and immersive experiences, which aligns with Aramark's commitment to enhancing guest satisfaction [4][5] - The collaboration aims to deliver high-impact experiences through advanced technology solutions, including mobile ordering and AI-powered menu optimization [5][6] Growth and Scalability - Venu plans to open over 20 smart venues in the next 48-60 months, emphasizing the need for operational scalability [6] - Aramark's experience managing over 300 sports and entertainment locations makes it a suitable partner for Venu's expansion efforts [6][10] Localized Experience - Venu's strategy includes building venues that reflect local identity, supported by Aramark's expertise in integrating regional flavors and local chefs into its hospitality programs [7][10] - Existing collaborations with industry figures and brands further enhance Venu's localized approach to venue development [7][10] Financial Outlook - Venu is developing a national network of premium amphitheaters with an active pipeline exceeding $5 billion, including $1 billion currently underway [10]

Core Viewpoint - Venu Holding Corporation (NYSE American: VENU) has reached a new 52-week high, with a 48% increase in stock price over the last two months, driven by clearer execution of its business model under CEO J.W. Roth [1][2][6] Group 1: Financial Performance and Strategy - Venu is advancing a $5 billion construction pipeline without excessive dilution, focusing on growth through debt rather than equity, securing $200 million in non-dilutive private debt commitments [2][3] - The company has closed its Reg A offering, which has streamlined its capital structure and removed market overhang [3] - Venu's revenue is projected to grow from $17.8 million in 2024 to $600 million by 2029, supported by the development of 20 new venues [5] Group 2: Product and Market Development - CEO J.W. Roth has personally invested $5 million in Venu's Luxe FireSuites product, with plans to increase this investment to $20 million, reflecting confidence in the product's growth from $77.7 million in 2024 to an expected $200 million in 2025 [4] - The newly launched triple-net (NNN) Luxe FireSuite leaseback program is anticipated to generate an additional $100 million in annual revenue [4] Group 3: Partnerships and Market Position - Venu has established partnerships with AEG, Aramark, and Eight Beer, which have contributed to its high-margin recurring income [6] - The company is redefining the live entertainment landscape with a national network of premium amphitheaters, integrating hospitality and entertainment [10] Group 4: Analyst Sentiment - Analysts have upgraded Venu's stock, citing its unique business model and robust execution, indicating that the current stock price may not be the ceiling as the company continues to build value without diluting shareholder equity [6][8]

CEO's $5M Personal Investment among Bold Moves DENVER, Aug. 04, 2025 (GLOBE NEWSWIRE) -- 247marketnews.com, a pioneer in digital media dedicated to the swift distribution of financial market news and corporate information, spotlights Venu Holding Corporation ("VENU" or the "Company") (NYSE American: VENU), the leader in next-generation amphitheater development and premium live entertainment hospitality, as its Founder, Chairman, and CEO, J.W. Roth's visionary leadership propels the company to new heights. I ...

Core Insights - VENU Holding Corporation is redefining ownership in live entertainment through a unique business model that combines upscale venues with premium hospitality and real estate opportunities [3][4] - The company aims to operate 20 venues with a total of 250,000 seats by 2028, with current operations in Colorado Springs and Gainesville, and additional venues under development [7][8] - VENU's non-dilutive growth strategy focuses on protecting shareholder equity by utilizing asset-backed lending and internally generated income, recently securing $200 million in financing [5][10] Business Model - VENU operates a "vertically integrated live entertainment" model, controlling all aspects from real estate to food and beverage operations, which allows for multiple revenue streams [4][9] - The Luxe FireSuites program offers investors ownership opportunities within venues, generating recurring revenue and targeting double-digit annual returns [6][10] - The company leverages Public-Private Partnerships (PPPs) to negotiate land contributions and tax incentives, enhancing economic impact for cities [9] Financial Performance - In 2024, VENU sold $77.7 million in FireSuites, a 250% increase from the previous year, with a target of $200 million in sales for 2025 [8][10] - The company anticipates becoming EBITDA-positive in 2026 and achieving net profitability in 2027, supported by the operational leverage from its business model [13] Market Strategy - VENU targets high-growth secondary markets with strong population trends and limited access to premium live entertainment, such as McKinney and El Paso [12] - The construction timeline for new venues is approximately 12-14 months, with many becoming cash-flow positive in their first full season due to pre-sales and secured naming rights [12] Leadership and Vision - The company emphasizes discipline in leadership, focusing on real assets and recurring income to build a sustainable business [14] - VENU's leadership is committed to long-term growth, with plans for national expansion and new revenue streams under the guidance of newly appointed President of Growth and Strategy, Terri Liebler [14][15]

Core Insights - Venu Holding Corporation is closing its Regulation A Preferred Stock Offering on July 25, 2025, following a significant non-dilutive commitment of approximately $200 million from Texas Capital Securities [1][7] - The company aims to achieve revenue growth from $17.8 million in 2024 to over $600 million by 2029, supported by a compelling business model and strategic partnerships [2][6] - CEO J.W. Roth has personally invested $5 million in Luxe FireSuites, with plans to increase this investment to $20 million, highlighting confidence in the company's growth potential [4][5] Financial Performance - Luxe FireSuites sales surged 250% year-over-year, increasing from $22.2 million in 2023 to $77.7 million in 2024, with projections of reaching $300 million in 2025 [6] - The company has 37.52 million shares outstanding, with a float of 4.04 million shares, and is facing short interest of 266,612 shares, equivalent to about 8 days to cover [3] Strategic Initiatives - Venu is targeting the addition of two facilities per quarter, aiming for a total of 20 venues with 250,000 seats by 2028, aligning with its aggressive expansion strategy [8] - The company is focusing on non-dilutive financing to support infrastructure buildout and construction without equity dilution [7]

Core Insights - Venu Holding Corporation (VENU) is experiencing a significant surge in demand for its triple-net (NNN) Luxe FireSuite leaseback offerings, with a year-over-year sales increase of 250% [2][9] - The company aims to achieve a combined annual capital boost of $300 million, with $100 million expected from the NNN offerings and $200 million from traditional Luxe FireSuite sales [2][10] - VENU is on track for $5 billion in upscale entertainment venue development over the next 36 months, in addition to $1 billion already underway [7][8] Company Overview - VENU is a developer, owner, and operator of upscale live music venues and premium hospitality destinations [1] - The Luxe FireSuite model provides investors with a leasehold interest in premier hospitality suites at VENU's amphitheaters, eliminating exposure to property taxes, insurance, or maintenance [4][5] - Each Luxe FireSuite accommodates 4 to 10 guests, offering a blend of exclusive hospitality and potential financial returns [5] Market Dynamics - The demand for VENU's offerings is driven by the booming live entertainment market and a strong interest in passive income real estate [2][10] - The NNN structure is attracting investors seeking high-yield, lifestyle-infused legacy assets, marking a shift in the appeal of this asset class [4][5] Growth Strategy - VENU is expanding its operations into multiple markets, including Gainesville, GA, Colorado Springs, CO, and several Texas cities, aiming for national growth [8] - The company is building full-scale entertainment ecosystems designed for profitability and repeat visitation, enhancing long-term investor value [8]

Core Insights - Venu Holding Corporation has secured approximately $200 million in non-dilutive private debt commitments from Texas Capital Securities to support its expansion efforts in the live entertainment sector [1][4][7] Group 1: Financing and Growth Strategy - The strategic financing will provide substantial growth capital for the construction of amphitheater developments in McKinney and El Paso, Texas, and Broken Arrow, Oklahoma, as part of Venu's expanding portfolio [2] - The $200 million in anticipated private capital will be utilized to accelerate construction and support infrastructure buildout without equity dilution, aligning with Venu's aggressive expansion strategy of adding two facilities per quarter and aiming for 20 venues with a total of 250,000 seats by 2028 [4][6] Group 2: Revenue and Sales Performance - Venu's Ford Amphitheater in Colorado Springs achieved a 95% capacity rate in its inaugural season, generating significant revenue from ticket sales, sponsorships, and premium hospitality [5] - The company has recorded over $75 million in luxury fire pit suite sales in 2024, with expectations to reach $200 million in 2025, driven by innovative offerings such as fractional ownership models and exclusive branded lounges [3][6] Group 3: Partnership and Advisory Role - Texas Capital Securities will leverage its expertise in private capital advisory to facilitate the creation of debt facilities that will help monetize Venu's growing backlog of luxury receivables, enabling accelerated development without equity dilution [7]