Financial Data and Key Metrics Changes - The company reported total revenues of $280.6 million and adjusted operating income of $36 million for the quarter [10] - The Sphere segment generated revenues of $157.5 million, a decrease from $170.4 million in the prior year period, primarily due to lower revenues from the Sphere experience and advertising campaigns [10][11] - Adjusted operating income for the Sphere segment was $13.1 million, slightly up from $12.9 million in the prior year period, reflecting a decrease in revenues offset by lower SG&A expenses [11] Business Line Data and Key Metrics Changes - The Sphere experience welcomed over half a million guests, contributing to total revenues exceeding $500 million since its debut in October 2023 [6] - MSG Networks generated $123 million in revenues and $22.8 million in adjusted operating income, down from $151 million and $48.6 million respectively in the prior year period, mainly due to a non-carriage period and a decrease in subscribers [13] Market Data and Key Metrics Changes - The Las Vegas market continues to attract over 40 million visitors annually, with international guests accounting for over 20% of Sphere attendees and 10% for concerts [22] - The company has seen strong consumer demand, with acts like Dead and Company and the Eagles scheduled for over 40 performances at the Sphere [7] Company Strategy and Development Direction - The company aims to drive growth by hosting a variety of concerts and events, optimizing the go-to-market strategy for the Exosphere, and enhancing operational efficiencies [5] - Plans are underway to develop a smaller Sphere model for faster and cheaper deployment in various markets, alongside the ongoing project in Abu Dhabi [37] Management's Comments on Operating Environment and Future Outlook - Management noted that despite macroeconomic concerns, there has not been a significant change in visitation or spending in Las Vegas [23] - The company remains optimistic about the demand for concerts, stating that demand exceeds capacity [23] Other Important Information - The company has entered into new marketing partnerships with major brands like Pepsi and Google, enhancing exposure on the Exosphere [8] - The company is focused on creating a diverse slate of original content and has multiple projects in development [6] Q&A Session Summary Question: Inquiry about the partnership with Google - Management acknowledged the question but noted connectivity issues and promised to circle back later [18] Question: Observations on the tourism market in Vegas - Management reported that international guests account for over 20% of Sphere attendees and noted no significant changes in visitation or spending [22][23] Question: Opportunities for new Sphere experience shows - Management expressed optimism about new shows driving higher revenues, expecting better performance compared to previous productions [30] Question: Update on concert residencies - Management confirmed ongoing discussions with multiple artists and noted that demand exceeds available slots [31][33] Question: Sphere expansion and geopolitical tensions - Management confirmed global discussions for Sphere expansion and mentioned designing a smaller Sphere for various markets [37] Question: Long-term plan for MSG Networks - Management discussed pursuing a hybrid model between traditional and streaming distribution, with potential strategic partnerships [42] Question: Cost management moving forward - Management emphasized a focus on driving profitable growth and optimizing infrastructure to identify cost efficiencies [44]

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]

to As filed with the Securities and Exchange Commission on September 19, 2024 Washington, D.C. 20549 Registration No. 333-281271 Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Colorado 7900 82-0890721 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1755 Telstar Drive 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 ...