Financial Data and Key Metrics Changes - Total assets increased by 19% from $178,417,515 as of December 31, 2024, to $212,882,187 as of March 31, 2025 [23] - Property and equipment rose by 33% to $182,906,195 as of March 31, 2025, up from $137,215,936 at the end of 2024 [24] - Fractional ownership sales reached $38,700,000 for the first quarter, significantly contributing to the balance sheet [24] Business Line Data and Key Metrics Changes - The company reported a modest decline in top-line sales year-over-year, attributed to a shift in daypart at Noat's Eatery and softer performance at Bourbon Brothers and Fill Along Event Center [20] - The launch of structured financing for Luxe Fire Suites has led to a 32% increase in sales [15][48] Market Data and Key Metrics Changes - The company is expanding its market presence through public-private partnerships, with a goal of adding between $100 million to $300 million to the balance sheet with each development agreement [30] - A new property acquisition in El Paso, Texas, includes a $31,500,000 performance-based incentive package from the city [13] Company Strategy and Development Direction - Venue Holding Corporation aims to build world-class live music and hospitality destinations, focusing on fan experiences [6] - The company has launched a partnership with Ryan to accelerate national expansion, targeting two new public-private partnerships per quarter [12] - The introduction of structured financing for fractional ownership is expected to enhance sales and market reach [15][48] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's growth trajectory, with expectations of operational profitability by 2026 [12] - The focus remains on enhancing guest experiences and operational efficiency across all venues [22] Other Important Information - The company has made strategic additions to its leadership team, including a new financial leader and strategic growth adviser [18] - The expansion plan includes the opening of nine operating entities in 2025, with projections to reach 16 by 2026 [14] Q&A Session Summary Question: Inquiry about the Ryan and Company partnership and its impact on projections - Management indicated that the partnership with Ryan is significantly accelerating expansion, potentially adding 200% to original projections for new venues [30] Question: Inquiry about new offerings at Ford Amphitheater - Management highlighted ongoing expansion plans and the introduction of new dining experiences and enhanced fan engagement strategies [41] Question: Inquiry about the performance of fire pit suites and financing - Management confirmed that the financing model has increased sales by 32% and is expanding into new markets for investor participation [48] Question: Inquiry about the partnership with Sands Investment Group - Management explained that the partnership aims to broaden the market for fire pit suite ownership, leveraging Sands' platform for greater reach [56]

Financial Data and Key Metrics Changes - Total assets increased by 19% from $178,417,515 as of December 31, 2024, to $212,882,187 as of March 31, 2025 [20] - Property and equipment rose by 33% to $182,906,190 as of March 31, 2025, up from $137,215,936 at the end of 2024 [21] - Fractional ownership sales reached $38,700,000 for the first quarter, significantly contributing to the balance sheet [21] Business Line Data and Key Metrics Changes - The company reported a modest decline in top-line sales year-over-year, attributed to a shift in daypart at Noat's Eatery and softer performance at Bourbon Brothers and Fill Along Event Center [17] - The launch of structured financing for Luxe Fire Suites has led to a 32% increase in sales [13][37] Market Data and Key Metrics Changes - The company is expanding its market presence through public-private partnerships, with a goal of adding between $100 million to $300 million to the balance sheet with each development agreement [26] - A new property acquisition in El Paso, Texas, includes a $31,500,000 performance-based incentive package from the city [11] Company Strategy and Development Direction - The company aims to build world-class live music and hospitality destinations, focusing on fan experiences and public-private partnerships [5][6] - A partnership with Ryan & Company is expected to accelerate expansion, with a target of two new public-private partnerships per quarter [10][26] - The company plans to have nine open and operating entities by the end of 2025, increasing to 16 by 2026 [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving operational profitability by 2026, driven by development profits and operational efficiencies [10] - The focus remains on enhancing guest experiences and unlocking value from current operations through smarter strategies [19] Other Important Information - The company has made strategic additions to its leadership team, including a new financial leader and strategic growth adviser [15] - The introduction of structured payment plans for fractional ownership has broadened access for buyers [13] Q&A Session Summary Question: Impact of Ryan and Company partnership on expansion - Management indicated that the partnership will dramatically accelerate expansion, potentially adding 200% more amphitheaters and music halls than originally projected [26][28] Question: New offerings at Ford Amphitheater - Management highlighted plans for new development agreements and enhanced fan experiences, including new dining options and event packages [32] Question: Performance of fire pit suites and financing model - The financing model has increased sales by 32%, and the company is expanding its market reach for fire pit suites [37] Question: Partnership with Sands Investment Group - This partnership aims to expand the market for fire pit suite ownership, allowing investors across the U.S. to participate [41]

Financial Performance - Total revenues for Q1 2025 were $3,499,159, a decrease of 11.2% from $3,939,743 in Q1 2024[20] - Net loss for Q1 2025 was $19,432,750, compared to a net loss of $15,816,019 in Q1 2024, representing a 23.5% increase in losses[20] - Operating costs increased significantly to $22,041,523 in Q1 2025, up from $16,906,528 in Q1 2024, marking a 30.5% rise[20] - The company reported a significant increase in general and administrative expenses, which rose to $6,740,311 in Q1 2025 from $4,174,817 in Q1 2024, a 61.3% increase[20] - Equity compensation expenses also increased to $11,340,620 in Q1 2025, compared to $9,565,554 in Q1 2024, representing an 18.6% rise[20] - The net loss for the period ending March 31, 2024, was $(15,598,938), reflecting a significant decrease compared to previous periods[23] - For the three months ended March 31, 2025, the net loss was $19,432,750, compared to a net loss of $15,816,019 for the same period in 2024, representing a 23% increase in losses[25] - Net cash used in operating activities was $9,036,985 for Q1 2025, significantly higher than $2,711,868 in Q1 2024, indicating a 233% increase in cash outflow[25] Assets and Liabilities - Cash and cash equivalents decreased to $24,663,106 as of March 31, 2025, down from $37,969,454 as of December 31, 2024, a decline of 34.9%[17] - Total assets increased to $212,882,187 as of March 31, 2025, compared to $178,417,515 as of December 31, 2024, reflecting a growth of 19.3%[17] - Total liabilities rose to $73,550,166 as of March 31, 2025, up from $47,600,277 as of December 31, 2024, an increase of 54.5%[17] - The company’s accumulated deficit increased to $(65,424,938) as of March 31, 2025, compared to $(47,361,208) as of December 31, 2024, indicating a worsening financial position[17] - As of March 31, 2025, total equity amounted to $139,332,021, with an accumulated deficit of $(65,424,938)[23] Cash Flow and Investments - Cash flows from investing activities totaled $24,048,942 in Q1 2025, compared to $8,946,836 in Q1 2024, reflecting a 168% increase in cash used for investments[25] - The company made an investment of $1,999,999 in EIGHT Brewing during Q1 2025[25] - Proceeds from the sale of non-controlling interest equity were $15,967,250 in Q1 2025, compared to $10,375,000 in Q1 2024, representing a 54% increase[25] - The company accepted cash deposits of $3,431,250 for fractional ownership of Luxe FireSuites, with total investments of $13,720,000 recorded as of March 31, 2025[133] Expansion Plans - The company plans to open Roth's Seafood and Chophouse, LLC in fall 2025, which is adjacent to the Ford Amphitheater[45] - The Company plans to open the Sunset amphitheater in McKinney, TX, in Q3 2026 and the Sunset amphitheater in El Paso, TX, in Q4 2026, expanding its operational footprint[50][51] - The company is focusing on market expansion into new areas such as Oklahoma and Texas, with plans for new venues while not anticipating operational profits until these venues are opened[197] - The Company plans to develop a mid-size indoor music venue and a full-size restaurant in Centennial, Colorado, with the acquisition expected to close around July 1, 2025[145] Equity and Financing - The company issued 2,008,750 shares, resulting in an increase of $20,087,500 in equity[23] - The Company completed a private placement offering in 2024, selling 3,300,341 shares of Common Stock for gross proceeds of $32,059,550[130] - An initial public offering on November 26, 2024, generated gross proceeds of $12,000,000 from the sale of 1,200,000 shares at $10.00 per share[131] - The Company issued a $6,000,000 principal amount convertible promissory note on February 28, 2025, with a 12% annual interest rate[116] - The Company issued two convertible promissory notes totaling $6,000,000 on April 4, 2025, with a 12% annual interest rate[144] Operational Challenges - The Company incurred negative cash flows from operations for both the three months ended March 31, 2025, and 2024, raising concerns about operational sustainability[60] - The Company has not recognized any impairment losses during the periods ending March 31, 2025, and March 31, 2024, indicating stable asset valuations[72] - The company is evaluating the impact of ASU No. 2024-03, which requires expanded expense disclosures, to be adopted for fiscal years commencing after December 15, 2026[99] Revenue Generation - Venu generated total revenue of $3,299,226 for the three months ended March 31, 2025, with $2,044,916 (58%) from Restaurant Operations, $1,264,910 (36%) from Event Operations, and $189,333 (5%) from Amphitheater Operations[167][169][170] - The Ford Amphitheater, which opened in August 2024, has a capacity of 8,000 and includes 92 VIP firepit suites accommodating a total of 736 guests[158] - Venu's partnership with AEG for the operation of Ford Amphitheater is expected to enhance revenue through ticket sales, venue rentals, and sponsorship sales[170] Cost Management - Total advertising expenses increased to approximately $1,494,456 for Q1 2025, up from $713,125 in Q1 2024, representing a growth of 109%[79] - The company experienced a significant increase in rental costs, which rose by $67,919 or 23% during the three months ended March 31, 2025, compared to the same period in 2024[182] - Depreciation and amortization expenses for property and equipment were $1,358,685 for the three months ended March 31, 2025, compared to $589,784 for the same period in 2024, indicating a significant increase of 130%[101]

Financial Performance - Total annual revenue rose by 42% to $17.8 million in fiscal 2024 compared to $12.6 million in fiscal 2023[8]. - Total revenues for 2024 reached $17,834,383, a 41.5% increase from $12,597,664 in 2023[17]. - Luxe FireSuite sales reached $77.7 million in 2024, representing a 250% increase over 2023's total of $22.2 million[6]. - Restaurant operations grew by $1.3 million, a 14% increase, while event center operations grew by $2.2 million, a 74% increase in fiscal 2024 compared to fiscal 2023[8]. - The Ford Amphitheater generated gross receipts of $15.2 million over its limited 2024 season, selling over 97,000 tickets at an average price of $156[8]. Losses and Expenses - Net loss for 2024 was $32,948,974, compared to a net loss of $11,386,793 in 2023, representing a 189.1% increase in losses[19]. - Operating costs surged to $45,212,508 in 2024, up from $23,729,832 in 2023, indicating a 90.5% increase[17]. - Total operating loss for 2024 was $27,378,125, which is a 146.1% increase from the operating loss of $11,132,168 in 2023[17]. - Equity-based compensation for 2024 amounted to $12,015,133, significantly higher than $1,610,350 in 2023[19]. Cash Flow and Financing - Cash and cash equivalents at the end of 2024 were $37,969,454, up from $20,201,104 at the beginning of the year, reflecting a net increase of $17,768,350[19]. - The company reported a net cash provided by financing activities of $86,420,198 in 2024, compared to $32,771,605 in 2023, marking a 163.5% increase[19]. - Proceeds from the sale of non-controlling interest equity were $38,463,367 in 2024, compared to $16,750,000 in 2023, indicating a 129.5% increase[19]. - The company issued equity for interest on convertible debt amounting to $766,920 in 2024, with no such issuance in 2023[19]. Future Outlook and Initiatives - Venu Holding Corporation aims to achieve $200 million in revenue for 2025, having generated $10.4 million in January and $11.2 million in February 2025[11]. - The company launched VENU Income Offering and VENU Fractional Ownership Financing to enhance revenue growth and accessibility of Luxe FireSuites[11]. - Ground was broken on amphitheater projects in Broken Arrow, Oklahoma, and construction commenced for new locations in Texas and Oklahoma[8]. - The company announced a $105 million ultra-lux amphitheater in El Paso, Texas, through a significant public-private partnership[8]. IPO and Asset Growth - The company successfully completed its IPO, raising approximately $12.3 million in net proceeds[8]. - Total assets increased by 114% to $178.4 million as of December 31, 2024, up from $83.2 million at the end of 2023[6].

Financial Data and Key Metrics Changes - The company's total annual revenue rose 42% to $17.8 million in fiscal 2024 compared to $12.6 million in fiscal 2023 [29] - Total assets increased 114% to $178.4 million as of December 31, 2024, up from $83.2 million at December 31, 2023 [28] - Property and equipment increased 138% to $137.2 million as of December 31, 2024, up from $57.7 million at December 31, 2023 [28] - Firesuite sales reached $77.7 million in 2024, representing a 250% increase over 2023's total of $22.2 million [28] Business Line Data and Key Metrics Changes - Restaurant operations grew by $1.3 million and 14% in fiscal 2024 compared to fiscal 2023 [29] - Event center operations grew by $2.2 million and 74% respectively in fiscal 2024 compared to fiscal 2023 [29] - Amphitheater operations generated net profit due to the opening and initial success of the Ford Amphitheater, which sold over 97,000 tickets at an average of $156 per ticket [30][31] Market Data and Key Metrics Changes - The company anticipates welcoming 3.7 million guests in 2026 and over 4 million guests annually by early 2027 across all entities [13] - The Ford Amphitheater welcomed more than 112,000 guests from over 5,500 zip codes nationwide [11] Company Strategy and Development Direction - The company is focused on developing premium live entertainment venues and enhancing shareholder value [26] - A new $300 million multi-seasonal Sunset Amphitheater is planned in McKinney, Texas, which will be the largest venue in the company's collection [17] - The company is implementing a multi-configuration model across new amphitheaters to maximize revenue and drive long-term shareholder value [18] Management's Comments on Operating Environment and Future Outlook - Management expects to turn operationally profitable in 2026, driven by the opening of four major venues [25] - The company is optimistic about its expansion plans, with seven new municipalities in talks for future venues [93] - Management highlighted the importance of increasing dwell time and enhancing the fan experience to drive repeat attendance [64] Other Important Information - The company launched the Venue Arts and Culture Foundation to support local talent and community vibrancy [15] - A fractional ownership financing program was announced to accelerate the expansion of Lux Fire Suites [19] Q&A Session Summary Question: How is the process going with sponsorships and strategic partners? - The company has seen significant interest in venue sponsorship offerings due to the premium guest experience being introduced [44] Question: Can you explain how fractional ownership financing works? - Fractional ownership financing has been added, allowing banks to finance these investments, which has doubled sales [51] Question: Can you expand on the multi-seasonal configurations? - New amphitheaters will feature multi-seasonal configurations, allowing for year-round events and enhancing the overall ambiance [60] Question: What innovations are being implemented to drive repeat attendance? - The focus is on increasing dwell time through clubs and premium experiences around the events [66] Question: What is the expected revenue mix and opportunities for non-music events? - The company is looking to diversify revenue through multi-seasonal configurations and community events [72][76] Question: When do you anticipate reaching consistent positive operating income? - A development profit is expected in 2025, with operational profit anticipated in 2026 [82]

Venue Operations and Development - Venu operates upscale music venues and restaurants, with indoor venues accommodating approximately 1,400 guests and outdoor amphitheaters accommodating 8,000 or more guests[16]. - Venu plans to open new venues in Oklahoma and Texas, with the Sunset at Broken Arrow expected to open in late 2025 or early 2026, and other locations in 2026[16]. - Venu's first outdoor amphitheater, the Ford Amphitheater, opened in August 2024 in Colorado Springs, Colorado[22]. - The company plans to develop additional amphitheaters in Broken Arrow, Oklahoma, and the McKinney and El Paso markets of Texas, with city government approvals already secured[52]. - Venu is constructing The Sunset El Paso amphitheater, which will accommodate 12,500 people on approximately 17 acres of land[86]. - Venu is developing The Sunset McKinney amphitheater, expected to attract crowds from the Dallas and Fort Worth areas, enhancing local entertainment value[81]. - The Sunset McKinney will have a seating capacity of 20,000, making it Venu's largest venue to date, and is expected to host 50 to 70 shows annually[80]. - Venu's BBP venues have hosted a total of 219 events in 2024, exceeding the goal of 100 events per year since 2021[46]. - BBP GA, opened in June 2023, has hosted 268 events in 2024, targeting the approximately 1.2 million residents of the Northeast Georgia region[51]. Financial Incentives and Partnerships - Venu has negotiated over $2.0 million in tax incentives through property-tax rebates and sales-tax abatements for its developments in Gainesville, Georgia, and El Paso, Texas[31]. - Venu focuses on high-growth areas that are underserved in premium music and entertainment options, partnering with municipalities for financial incentives[30]. - Venu's partnership with the City of McKinney includes financial investments to support the development of The Sunset McKinney[79]. - The City of McKinney's partnership with Venu represents a potential investment exceeding $220 million, aimed at driving local economic growth and commercial development[82]. - El Paso is providing Venu with an incentives package valued at approximately $30.9 million, including an $8 million forgivable loan and tax rebates over a 20-year period[87]. - Venu has entered into a public-private partnership with the City of El Paso, Texas, which includes a financial incentives package totaling approximately $30.9 million[150]. Revenue Streams and Financial Strategy - Venu's revenue streams include ticket sales, venue rentals, naming rights, sponsorships, food and beverage sales, and parking fees, with a focus on maximizing operational flexibility[41]. - Venu's financing strategy includes pre-sales of naming rights and sponsorships, which help fund development-related costs[33]. - Venu's financing strategy includes accessing attractive debt capital and revenue growth from its subsidiaries, enhancing its overall financial position[37]. - Venu estimates the naming rights for The Sunset Amphitheater venues will be valued between $1.0 million to $2.0 million per year, per venue, with contracts lasting five to ten years[56]. - Venu's naming rights sponsors include Phil Long Dealerships, Inc. for BBP CO, and Boot Barn for BBP GA, which helps offset development and operational costs[41]. Operational Challenges and Risks - Venu incurred net losses of $32.9 million and $11.4 million for the years ended December 31, 2024 and 2023, respectively, and expects to incur an operating loss in 2025[173]. - As of December 31, 2024, Venu had an accumulated deficit of $47,361,208, raising substantial doubt about its ability to continue as a going concern[173]. - Venu's ability to raise additional capital may be limited, potentially affecting its growth and operations[171]. - The company faces risks related to construction delays and cost overruns, which could impact the opening of new venues and overall financial performance[201]. - The rejection of land acquisition or construction plans by local city councils could result in significant project delays and increased costs, impacting financial performance[204][205]. - Venu's ongoing and planned projects may require additional capital due to unfinalized development costs, potentially leading to higher operating costs and less favorable results[202]. Management and Staffing - As of March 15, 2025, Venu has 50 full-time employees and 178 part-time employees, with plans to increase hiring as it expands[158][159]. - Venu's management team has prior success in hospitality and entertainment, contributing to its growth capabilities[17]. - Venu's management plans to enhance its accounting systems and financial reporting processes, having increased its accounting staff by over 57% during the year ended December 31, 2024[181]. Competitive Strategy and Market Position - Venu's competitive strategy includes entering markets with limited live-entertainment offerings and leveraging local partnerships for development[153][154]. - Venu anticipates challenges in brand recognition and competition against larger companies in the live-entertainment industry[155]. - Venu's public-private partnerships impose conditions that could lead to monetary penalties, such as a $10,000 monthly fee if the Sunset BA amphitheater is not completed by December 31, 2025[186]. - Venu faces competition in the market, which may hinder its ability to maintain or expand its collection of live music venues and offerings[210]. Ownership and Financial Structure - Venu holds 100% ownership in Bourbon Brothers Holdings LLC, Notes Live Real Estate, LLC, and several other subsidiaries, while maintaining 100% voting control in subsidiaries with third-party investors holding non-voting interests[106][107]. - Venu holds approximately 10% membership interest in The Sunset Amphitheater LLC, with third-party investors owning a greater than 50% interest, affecting control and revenue distribution[184]. - Venu's subsidiaries are structured to ensure that distributions of available cash from operations primarily benefit Venu as the Class A member[108]. Future Growth and Expansion Plans - Venu aims to establish up to ten entertainment campuses and three or more open-air amphitheaters by 2028, expanding its market presence significantly[111]. - The company has committed to a minimum capital investment of $70 million in Broken Arrow, Oklahoma, with a purchase price of $577,314.62[126]. - In McKinney, Texas, Venu's investment commitment is $200 million, with a purchase price of $35 million, which will be reimbursed upon obtaining a Certificate of Occupancy[126]. - Venu's business plan involves substantial upfront capital expenditures for opening new venues, which may not perform as projected[172].

Financial Performance - Year-over-year revenue for the nine months ended September 30, 2024, was $13.6 million, reflecting a 56% increase compared to $8.7 million for the same period in 2023[6] - Total revenues for Q3 2024 reached $5,451,975, a 39.4% increase from $3,911,379 in Q3 2023[20] - Event center ticket and fees revenue increased significantly to $2,002,572, up 108.5% from $961,222 in the same quarter last year[20] - VENU's net profit from amphitheater operations was $1,606,573, representing 30% of total revenue for the three months ended September 30, 2024[6] - For the nine months ended September 30, 2024, the net loss increased to $25.61 million compared to a net loss of $8.24 million in the same period of 2023, representing a significant increase of 211%[23] - Net loss for Q3 2024 was $4,527,472, compared to a net loss of $2,807,913 in Q3 2023, reflecting a 61.2% increase in losses[20] - The company reported a basic and diluted net loss per share of Class A common stock at $(0.13) for Q3 2024[21] Assets and Liabilities - Total assets increased to $166.6 million as of September 30, 2024, a 100% increase from $83.2 million as of December 31, 2023[6] - Total assets as of September 30, 2024, were $166,597,802, compared to $83,223,707 at the end of 2023, indicating a 100.5% growth[18] - Total liabilities increased to $52,560,403 from $21,244,022, representing a 147.5% rise[18] - Total stockholders' equity rose to $114,037,399 from $61,979,685, reflecting a 83.5% increase[18] Cash Flow and Investments - Cash reserves improved to $35,796,857, up from $20,201,104 at the end of 2023, marking a 77.1% increase[18] - Net cash provided by operating activities was $13.34 million, a turnaround from a net cash used of $6.52 million in the prior year[23] - Cash flows from investing activities showed a net cash outflow of $61.54 million, compared to $19.19 million in the previous year, indicating increased investment activity[23] - The ending cash balance increased to $35.80 million from $22.61 million year-over-year, marking a growth of 58%[23] Operational Highlights - The Ford Amphitheater generated gross receipts of $12,739,599 from 17 shows, selling over 83,000 tickets at an average price of $152 per ticket[6] - The Ford Amphitheater welcomed over 96,000 music fans from over 5,500 different zip codes during its limited first season[3] - The restaurant operations contributed $2,740,411, or 50%, of total revenue for the three months ended September 30, 2024[6] - VENU's anticipated markets are projected to add over $2 billion in real assets to the balance sheet and increase seat inventory to approximately 150,000 seats[5] - The company is set to unveil a $35 million dining and entertainment collection in 2025, designed for year-round service[4] - VENU's annual gross receipts could exceed $1.5 billion with an expected average gross sales price of $150 per seat across its venues[5] Debt and Equity Management - Principal payments on long-term debt increased to $232,327 from $144,431, reflecting a focus on debt management[23] - The company raised $29.90 million from the sale of non-controlling interest equity, up from $10.95 million in the prior year, reflecting strong financing efforts[23] - The company issued equity for services amounting to $7.00 million, significantly higher than $1.74 million in the previous year, indicating increased reliance on equity compensation[23] - The acquisition of Treasury Stock amounted to $1.50 million, a notable increase from $76 in the previous year, suggesting a strategic move to manage equity[23] - The company reported a significant increase in accrued expenses to $12.44 million from $54,576, indicating potential growth in operational costs[23] - The company reported a non-cash operating expense of $3.00 million related to debt discounts from warrants, indicating ongoing financing activities[23]

Financial Performance - Total revenues for Q3 2024 reached $5,451,975, a 39.4% increase from $3,911,379 in Q3 2023[20] - Net loss attributable to common stockholders for Q3 2024 was $3,932,221, compared to a loss of $2,774,206 in Q3 2023, reflecting a 41.7% increase in losses[20] - The company reported a loss from operations of $3,676,261 for Q3 2024, compared to a loss of $2,754,271 in Q3 2023[20] - The company experienced a net loss of $4,527,472 for the quarter ending September 30, 2024, with total stockholders' equity at $114,037,399[23] - For the nine months ended September 30, 2024, the net loss increased to $25.61 million compared to a net loss of $8.24 million in the same period of 2023, representing a 211% increase in losses[27] - The company reported a net loss of $(4,527,472) for the three months ended September 30, 2024, an increase of approximately 61% compared to $(2,807,913) in the prior-year period[163] - Net loss attributable to common stockholders for the nine months ended September 30, 2024, was $24,052,258, reflecting a 212% increase compared to the same period in 2023[167] Assets and Liabilities - Total assets as of September 30, 2024, were $166,597,802, up 100.5% from $83,223,707 at December 31, 2023[17] - Current assets increased to $38,565,664, a 87.0% rise from $20,596,065 at the end of 2023[17] - Total liabilities rose to $52,560,403, an increase of 147.8% from $21,244,022 at December 31, 2023[17] - Long-term debt, net of current portion, increased to $14,001,634, compared to $11,182,073 at December 31, 2023[17] - As of September 30, 2024, the company reported an accumulated deficit of $41,073,711, compared to $17,021,453 as of December 31, 2023, indicating a significant increase in losses[64] - The total long-term debt as of September 30, 2024, is $22,793,417, with current maturities of $8,791,785[124] Cash Flow - Net cash provided by operating activities was $13.34 million, a significant improvement from a net cash used of $6.52 million in the prior year[27] - The ending cash balance as of September 30, 2024, was $35.80 million, up from $22.61 million at the end of the same period in 2023, reflecting a 58% increase[27] - Net cash provided by operating activities improved to $13,336,007 for the nine months ended September 30, 2024, compared to a cash outflow of $(6,518,214) in the same period of 2023, reflecting a positive change of $19,854,221[200] - Net cash used in investing activities rose to $(61,541,682) for the nine months ended September 30, 2024, compared to $(19,190,024) in 2023, primarily due to increased property and equipment purchases[201] - Net cash provided by financing activities increased to $63,801,428 for the nine months ended September 30, 2024, compared to $24,851,531 in 2023, driven by share issuance and proceeds from a municipality promissory note[202] Share Issuance and Equity - The company issued 2,008,750 shares, raising $20,087,500 through share issuance[23] - The company issued 209,985 shares during the quarter, raising approximately $757,555[24] - The total number of shares outstanding increased by 526,250 shares due to the issuance for fixed asset acquisition[23] - The Company authorized a Class D common stock of up to 60,000,000 shares on March 5, 2024[129] - The Company issued 614,341 Class C shares and 3,149,341 Class C shares during the three and nine months ended September 30, 2024, respectively[128] - The company raised gross proceeds of $31,693,410 from the sale of 3,169,341 shares of Common Stock during a private placement offering[194] Operational Highlights - The company plans to open Roth's Seafood and Chophouse in May 2025, adjacent to the Ford Amphitheater, which opened in August 2024[48][49] - The Ford Amphitheater in Colorado Springs opened in August 2024, contributing to the company's revenue generation strategy[79] - Event Operations generated $1,104,991, or 21% of total revenue for the three months ended September 30, 2024, and $3,755,113, or 28% for the nine months ended September 30, 2024[155] - Restaurant Operations contributed $2,740,411, or 50% of total revenue for the three months ended September 30, 2024, and $8,144,605, or 60% for the nine months ended September 30, 2024[157] - Amphitheater Operations generated net revenues of $1,606,573, or 30% of total revenue for the three months ended September 30, 2024[158] Expenses and Costs - Operating costs for Q3 2024 totaled $9,128,236, up 37.0% from $6,665,650 in Q3 2023[20] - Total operating costs for the three months ended September 30, 2024, were $9,128,236, an increase of approximately 37% compared to $6,665,650 in the prior-year period[165] - Labor costs increased by $786,490, or 31%, for the nine months ended September 30, 2024, primarily driven by inflation and higher wages[173] - Depreciation and amortization costs increased by $1,040,003, an 81% rise for the nine months ended September 30, 2024, due to the operational status of new venues[176] - Interest expense for the nine months ended September 30, 2024, was $2,717,849, a significant increase of 1120% compared to $222,812 in the same period of 2023[180] Strategic Initiatives - The company plans to continue raising cash through private sales of membership interests and collaborative arrangements to fund venue construction[162] - The company is engaged in strategic transactions for future expansion, which is critical for its growth plan[65] - The company anticipates operational profits will not materialize until the new venues in Colorado, Oklahoma, and Texas are opened and operational[191] - The company is actively monitoring inflation and interest rates, seeking cost-saving measures to mitigate their impact on operations[190]

As filed with the Securities and Exchange Commission on November 12, 2024 Registration No. 333-281271 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Venu Holding Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Colorado 7900 82-0890721 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificati ...

As filed with the Securities and Exchange Commission on November 8, 2024 Registration No. 333-281271 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Venu Holding Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Colorado 7900 82-0890721 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificatio ...