As filed with the Securities and Exchange Commission on August 22, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Colorado 7900 82-0890721 (State or other jurisdiction of incorporation or organization) FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Venu Holding Corporation (Exact name of registrant as specified in its charter) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1755 Telstar Dri ...

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 - For fiscal year 2025, the company reported full year revenues of $942.7 million and adjusted operating income (AOI) of $222.5 million, representing a 5% year-over-year increase [5] - In the fourth quarter, revenues were $154.1 million, a decrease of 17% compared to the prior year, primarily due to lower event-related revenues from concerts and food, beverage, and merchandise [12][13] - Fourth quarter adjusted operating income decreased by $14.4 million to a loss of $1.3 million compared to the prior year quarter [13] Business Line Data and Key Metrics Changes - The company hosted nearly 6 million guests at over 975 live events during fiscal year 2025, with modest growth in the number of events held at venues compared to the prior year [6] - The Christmas Spectacular production sold approximately 1.1 million tickets across 200 performances, generating over $170 million in revenue, a new record for the production [8] - The number of concerts at theaters increased, while the number of concerts at The Garden decreased year-over-year due to the end of Billy Joel's residency [7] Market Data and Key Metrics Changes - The Knicks and Rangers played a combined 97 home games at The Garden, down from 103 games in the prior year, impacting shared revenue streams [9] - The company expects cash component of Arena license fees to be approximately $45 million in fiscal year 2026, growing 3% each year through fiscal year 2055 [9] Company Strategy and Development Direction - The company aims to increase the number of events at venues, drive growth in per event profitability, and expand sponsorship and premium hospitality businesses [5] - The strategic decision to bring sponsorship sales in-house is expected to capitalize on upcoming opportunities in fiscal year 2026 [10] - The company is focused on organic growth and remains confident in delivering long-term shareholder value [16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to drive solid growth in revenue and adjusted operating income in fiscal year 2026, supported by strong consumer and corporate demand [5] - The company anticipates another year of substantial free cash flow generation and plans to explore ways to opportunistically return capital to shareholders [14][40] Other Important Information - The company repurchased approximately $40 million of Class A common stock during fiscal year 2025, with $70 million remaining under the current share repurchase authorization [15][40] - The company is in the late planning stages for a new residency at The Garden, which is expected to create potential for concert growth in fiscal year 2027 [35] Q&A Session Summary Question: Update on ticket sales for the Christmas Spectacular - Management noted that advanced ticket revenue is pacing well ahead of last year, with higher individual and group ticket sales [18][19] Question: Forward bookings trends for fiscal year 2026 - Management indicated that they expect to increase the number of booking events, including concerts, and are currently pacing ahead in bookings [25][27] Question: Progress on utilization at The Garden - Management reported an effective utilization of a little over 65% for The Garden and is looking to increase event growth in fiscal year 2026 [32] Question: Capital returns strategy for fiscal year 2026 - Management stated that they will continue to explore ways to opportunistically return capital to shareholders while maintaining a strong balance sheet [38][40] Question: Outlook for sponsorship and consumer demand - Management expressed optimism about sponsorship opportunities and noted strong consumer demand, with advanced ticket sales pacing well [51][53]

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]

Financial Data and Key Metrics Changes - The company generated total revenues of $282.7 million for the quarter, with adjusted operating income of $61.5 million [10] - The Sphere segment's revenues increased to $175.6 million from $151.2 million in the prior year, driven by more corporate events and additional residency shows [10] - Adjusted operating income for the Sphere segment rose to $24.9 million, an increase of $30.4 million year over year, reflecting higher revenues and lower SG&A expenses [11] Business Line Data and Key Metrics Changes - The Sphere segment's revenue growth was primarily due to an increase in event-related revenues, offset by lower revenues from the Sphere experience [10] - MSG Networks generated $107.1 million in revenues, down from $122.2 million in the prior year, attributed to a 13% decrease in subscribers [12] Market Data and Key Metrics Changes - The company is seeing increased demand from artists across various genres, leading to an expectation of hosting over 100 concerts this year, up from 70 in 2024 [6] - The company is in discussions with multiple international markets for large-scale spheres and has completed the design and business model for smaller spheres [8] Company Strategy and Development Direction - The company aims to operate a venue that is busy year-round, with plans to expand Sphere venues globally, including Abu Dhabi [5] - The focus remains on developing original content experiences, with the upcoming "Wizard of Oz" expected to be a significant draw [6] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term growth potential of the Sphere segment, despite fluctuations in quarterly results [11] - The company is focused on building a recurring revenue base and diversifying its artist roster to mitigate impacts from market visitation trends [67] Other Important Information - MSG Networks completed a restructuring of its credit facilities, replacing a $840 million term loan with a new $210 million facility maturing in December 2029 [14] - The company has secured advertising commitments as part of a new multiyear sponsorship, indicating progress in building a recurring revenue base [7] Q&A Session Summary Question: Can you provide more details about the smaller spheres? - The smaller spheres will follow a franchise model, designed to keep venues busy year-round, and will be less expensive and quicker to build than the Las Vegas sphere [20][22] Question: How does ticket sales for "Wizard of Oz" compare to previous shows? - The company has sold approximately 127,000 tickets to date, with expectations for sales to ramp up significantly in the weeks leading to the opening [27][29] Question: What is the outlook for concert residencies in 2026? - The company expects to diversify genres and potentially increase the number of residencies, with the ability to run multiple shows in a day [38][40] Question: Will future sphere experiences be based on owned IP? - The company is exploring various IP options, including potential collaborations with IP holders, and is open to both owned and licensed content [43][45] Question: What is the trajectory for sponsorship and advertising? - The company is making progress in establishing a recurring business model for sponsorships and advertising, with new packages and multiyear agreements in place [64][66]

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]

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 ...