8-K - VENU - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) ofThe Securities Exchange Act of 1934

Date of report (Date of earliest event

reported): March 31, 2025

VENU

HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Colorado	001-42422	82-0890721
(State or Other Jurisdiction<br><br> <br>of Incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
1755 Telstar Drive, Suite 501<br><br> <br>Colorado Springs, Colorado	80920
---	---
(Address<br> of Principal Executive Offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (415) 788-5300

Not

Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant<br> to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of Each Class	Trading<br> Symbol	Name<br> of Each Exchange on Which Registered
Common<br> Stock, par value $.001 per share	VENU	NYSE<br> AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02	Results of Operations and Financial Condition.

On March 31, 2025, Venu Holding Corporation (the “Company”) issued a press release summarizing its year-end 2024 financial and operating results and announcing the year-end conference call and webcast to discuss those results. A copy of that press release is furnished with this report as Exhibit 99.1. Any materials accompanying the earnings call and webcast, together with an audio replay, have been posted on the Company’s website. The information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

Item 8.01	Other Events.

On April 1, 2025, the Company issued a press release regarding its sales of fire pit suites for the month of March 2025 and related matters. A copy of that press release is furnished with this report as Exhibit 99.2. The information furnished under this Item 8.01, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1<br><br> <br>99.2	Press Release dated March 31, 2025<br><br> <br>Press Release dated April 1, 2025
104	Cover page Interactive Data File (embedded within<br> the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VENU HOLDING CORPORATION
	(Registrant)
Dated: April 1, 2025	By:	/s/ J.W. Roth
		J.W. Roth
		Chief Executive Officer and Chairman

Exhibit99.1

VenuHolding Corporation Reports Its 2024 Annual Results

Total Assets Increase over $95,000,000 Year-over-Year

StrongMomentum Continues Market Expansion Progress, Record Breaking FireSuite Sales, and

FordAmphitheater Finishes Its Inaugural Season.

ColoradoSprings, CO – March 31, 2025- (BUSINESS WIRE)- Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), a developer, owner, and operator of upscale live music venues and premium hospitality destinations, announced today its results for the fiscal year ended December 31, 2024.

“2024 was nothing short of spectacular for VENU—marked by record-breaking performances, electric openings, and strategic moves that truly put us center-stage in the premium live entertainment industry.” says J.W. Roth Founder, Chairman, and CEO of VENU. “From the wildly successful launch of our flagship Ford Amphitheater, which captivated over 112,000 fans from across the nation and received a Nomination for Pollstar Magazines’ 2024 Best New Concert Venue of the Year, to our bold expansion plans and efforts into fast-growing markets such as McKinney, Broken Arrow, and El Paso this year showcased the boundless potential of our unique, fan-centric vision. We’re not just building venues; we’re setting a new standard for luxury entertainment that keeps our audiences thrilled and coming back for more.

As we look ahead to 2025, the excitement only intensifies. Our recent IPO energized our mission, empowering us to accelerate our ambitious plans, including new partnerships with iconic brands and legends like NFL Hall of Famer and Founder of EIGHT Beer, Troy Aikman, alongside major appointments to our leadership team.

Building a business like ours requires significant upfront investment. We expect to turn the corner toward operational profitability in 2026, driven by development revenue from the expected official opening of three major venues in McKinney, El Paso, and Broken Arrow.

With every strategic step, we’re redefining the live entertainment landscape—delivering unmatched value to our shareholders and, most importantly, unforgettable experiences to our fans. Buckle up!”

2024Financial Highlights

●	Luxe<br> FireSuite sales reached $77.7 million in 2024, representing a 250% increase over 2023’s total of $22.2 million. This significant<br> year-over-year growth in fractional ownership underscores the strong demand and market traction for our premium offerings.
●	Total<br> assets increased 114% to $178.4 million as of December 31, 2024, up from $83.2 million at December 31, 2023.
●	Property<br> and equipment increased 138% to $137.2 million as of December 31, 2024, up from $57.7 million at December 31, 2023.
●	Total<br> annual revenue rose 42% to $17.8 million in fiscal 2024 compared to $12.6 million in fiscal 2023.
---	---
●	Restaurant<br> operations continued steady growth up $1.3 million and 14% in fiscal 2024 compared to fiscal 2023. Event center operations grew $2.2<br> million and 74%, respectively, in fiscal 2024 compared to fiscal 2023. Both operations were successful due to growth at the Colorado<br> Springs campus, along with the Georgia campus being fully operational during the full year of 2024 compared to opening mid-year 2023.
●	Amphitheater<br> operations generated net profit to VENU, due to the opening and initial success of Ford Amphitheater (defined as profit after VENU’s<br> split with AEG Presents Rocky Mountains, the operator of the amphitheater), with receipts from our naming rights agreements (which<br> are outside of VENU’s AEG partnership agreement), combined for $1,659,291 or 9% of our total revenue for fiscal 2024.
●	Over<br> the limited 2024 season of 20 shows at the Ford Amphitheater, this location generated gross receipts of $15.2 million. These gross<br> receipts, which are inclusive of ticket sales, concessions, ticketing fees, premium upgrades, as well as other receipts, are subject<br> to the split with AEG.
●	The<br> Ford Amphitheater, booked and operated in partnership with AEG Presents Rocky Mountains, sold over 97,000 tickets at an average of<br> $156 per ticket in its 20 shows of 2024.

OperationalHighlights for 2024 and Subsequent Events:

●	Successfully<br> completed initial public offering, listing shares on NYSE American and raising approximately $12.3 million in net proceeds in the<br> initial public offering.
●	Grand<br> opening of the Ford Amphitheater in Colorado Springs, which hosted over 112,000 fans from over 5,500 unique zip codes nationwide<br> in its inaugural limited season and was nominated for Pollstar Magazine’s 2024 Best New Concert Venue of the Year.
●	Broke<br> ground on amphitheater projects in Broken Arrow, Oklahoma, and commenced construction phases for additional new locations in Texas<br> and Oklahoma.
●	Announced<br> an $105,000,000 ultra-lux Amphitheater in El Paso, Texas through a significant public private partnership.
●	Closed<br> on 46-acre property for 20,000-seat world-class outdoor music venue in McKinney, TX, one of America’s fastest-growing cities,<br> just northeast of Dallas-Fort Worth.
●	Established<br> significant partnerships and sponsorships, including agreements with Colorado Ford Dealers, Kaiser Permanente, NFL Hall of Famer<br> Troy Aikman, and EIGHT Elite Light Beer.
●	Strengthened<br> leadership with key executive appointments including Will Hodgson as President and Terri Liebler as Chief Marketing Officer.
●	Launched<br> the VENU Arts and Culture Foundation, furthering commitment to supporting local talent and enhancing community cultural vibrancy.

2025Recent Announcements

●	After<br> surpassing $77.7 million in FireSuite (fractional ownership interests) sales in 2024, the Company continued its momentum into 2025.<br> The Company continued its record-breaking momentum into 2025, generating $10.4 million in January and $11.2 million in February.<br> With a strong start to the year, the Company remains on track to achieve its goal of $200 million for 2025.
●	Launched<br> VENU Income Offering, a program designed for RIAs and broker dealers intended to provide the potential for consistent monthly income<br> to their clients through pooled ownership of VENU’s Luxe FireSuites located in the McKinney, TX, and Broken Arrow, OK amphitheaters.
●	Launched<br> VENU Fractional Ownership Financing designed to accelerate the expansion of its highly sought-after Luxe FireSuites. The program<br> permits buyers to finance their purchase of rights to a FireSuite making the FireSuites accessible to a broader audience.
●	The<br> Company has enhanced the planned features and amenities at its in-development amphitheaters to allow them to expand to year-round<br> operations through a multi-season venue configuration for its planned venues in McKinney, TX; El Paso, TX; Broken Arrow, OK; and<br> Yukon, OK—unlocking new revenue growth. This innovative model increases the number of events hosted annually at each location<br> while enhancing operational efficiency. Moving forward, the Company intends to incorporate this flexible configuration into all newly<br> developed venues.

CONFERENCECALL DETAILS

Monday, March 31, 2025, at 4:30 p.m. Eastern Time
USA/Canada<br> Toll-Free Dial-In Number:	(800)<br> 715-9871
International<br> Toll Dial-In Number:	+1<br>(646) 307-1963
Conference<br> ID: 9521412
Conference Call Replay - available through March 31, 2026, at https://investors.venu.live

AboutVenu Holding Corporation

Venu Holding Corporation (“VENU”) (NYSE American: VENU), founded by Colorado Springs entrepreneur J.W. Roth, is a premier hospitality and live music venue developer dedicated to crafting luxury, artist-centric, experience-driven entertainment destinations. VENU’s campuses in Colorado Springs, Colorado, and Gainesville, Georgia, each feature Bourbon Brothers Smokehouse and Tavern, The Hall at Bourbon Brothers, and unique to Colorado Springs, Notes Eatery and the 9,570-seat Ford Amphitheater. Expanding with new multi-season Sunset Amphitheaters in Oklahoma and Texas, VENU’s upcoming large-scale venues will host between 12,500 and 20,000 guests, continuing VENU’s vision of redefining the premium live entertainment experience. Click here to view our company overview.

VENU has been recognized nationally by The Wall Street Journal, The New York Times, Denver Post, Billboard, VenuesNow, and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders such as AEG Presents and NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, VENU continues to shape the future of the entertainment landscape. For more information, visit venu.live

Forward-LookingStatements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

MediaRelations

Chloe Hoeft

Venu Holding Corporation (“VENU”)

719-895-5470

choeft@venu.live

InvestorRelations

Dave Gentry

RedChip Companies, Inc.

1-407-644-4256

VENU@redchip.com

VENUHOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATEDBALANCE SHEETS

(in US Dollars)

			December 31,

			December 31,
			2023
ASSETS
Current assets
Cash and cash equivalents	37,969,454		$	20,201,104
Inventories	225,283			185,746
Prepaid expenses and other current assets	850,951			209,215
Total current assets	39,045,688			20,596,065
Other assets
Property and equipment, net	137,215,936			57,737,763
Intangible assets, net	211,276			277,995
Operating lease right-of-use assets, net	1,351,600			3,685,980
Investments in related parties	550,000			550,000
Security and other deposits	43,015			375,904
Total other assets	139,371,827			62,627,642
Total assets	178,417,515		$	83,223,707
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	7,283,033		$	2,565,460
Accrued expenses	3,556,819			698,369
Accrued payroll and payroll taxes	262,387			331,457
Deferred revenue	1,528,159			764,081
Convertible debt	9,433,313			-
Current portion of operating lease liabilities	364,244			230,952
Current portion of long-term debt	2,101,501			325,245
Total current liabilities	24,529,456			4,915,564
Long-term portion of operating lease liabilities	1,020,604			3,646,385
Long-term licensing liability	7,950,000			1,500,000
Long-term debt, net of current portion	14,100,217			11,182,073
Total liabilities	47,600,277		$	21,244,022
Commitments and contingencies - See Note 14	-			-
Stockholders’ Equity
Class B common stock, 0.001 par - 1,000,000 authorized,<br> 379,990 issued and outstanding at December 31, 2024 and 30,000,000 authorized and 1,959,445 issued and outstanding at December 31, 2023	379			1,960
Class C common stock, 0.001 par - 0 authorized and issued and<br> outstanding at December 31, 2024 and 50,000,000 authorized and 30,306,060 issued and outstanding at December 31, 2023	-			30,306
Common stock, 0.001 par - 144,000,000<br> authorized, 37,471,465 issued and outstanding at December 31, 2024 and 60,000,000 authorized at 0 issued and outstanding at December 31, 2023	37,472			-
Common stock, value	37,472			-
Preferred stock, 0.001 par - 5,000,000 authorized, none issued or outstanding	-			-
Additional paid-in capital	144,546,368			47,743,085
Accumulated deficit	(47,361,208	)		(17,021,453	)
Stockholders'<br> Equity before Treasury Stock	97,223,011		$	30,753,898
Treasury Stock, at cost - 276,245 shares at December 31, 2024 and 76,245 shares at December 31, 2023	(1,500,076	)		(76	)
Total Venu Holding Corporation and subsidiaries equity	95,722,935		$	30,753,822
Non-controlling interest	35,094,303			31,225,863
Total stockholders’ equity	130,817,238		$	61,979,685
Total liabilities and stockholders’ equity	178,417,515		$	83,223,707

All values are in US Dollars.

VENUHOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF OPERATIONS

(in US Dollars)

	2024			2023
	For the years ended
	December 31,
	2024			2023
Revenues
Restaurant including food and beverage revenue	$	10,828,972		$	9,522,523
Event center ticket and fees revenue		4,648,478			2,152,826
Rental and sponsorship revenue		2,356,933			922,315
Total revenues	$	17,834,383		$	12,597,664
Operating costs
Food and beverage		2,409,133			2,216,359
Event center		2,554,606			1,072,909
Labor		4,383,505			3,667,095
Rent		1,361,787			815,233
General and administrative		18,832,115			12,470,650
Equity compensation		12,015,133			1,610,350
Depreciation and amortization		3,656,229			1,877,236
Total operating costs	$	45,212,508		$	23,729,832
Loss from operations	$	(27,378,125	)	$	(11,132,168	)
Other income (expense), net
Interest expense		(3,906,959	)		(331,674	)
Other expense		(2,500,006	)		-
Loss on sale of investments		-			(75,603	)
Interest income		705,729			20,152
Other income		130,387			132,500
Total other expense, net		(5,570,849	)		(254,625	)
Net loss	$	(32,948,974	)	$	(11,386,793	)
Net loss attributable to non-controlling interests		(2,609,219	)		(862,320	)
Net loss attributable to common stockholders	$	(30,339,755	)	$	(10,524,473	)
Weighted average number of shares of Class A common stock, outstanding, basic and diluted		-			136,301
Basic and diluted net loss per share of Class A common stock	$	-		$	(0.39	)
Weighted average number of shares of Class B common stock, outstanding, basic and diluted		724,629			16,640,620
Basic and diluted net loss per share of Class B common stock	$	(0.86	)	$	(0.39	)
Weighted average number of shares of Class C common stock, outstanding, basic and diluted		6,758,034			10,106,179
Basic and diluted net loss per share of Class C common stock	$	(0.86	)	$	(0.39	)
Weighted average number of shares of Class D common stock, outstanding, basic and diluted		16,319,014			-
Basic and diluted net loss per share of Class D common stock	$	(0.86	)	$	-
Weighted average number of shares of Common stock, outstanding, basic and diluted		11,642,944			-
Basic and diluted net loss per share of Common stock	$	(0.86	)	$	-

VENUHOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

(in US Dollars)

	2024			2023
	For the years ended December 31,
	2024			2023
Net loss	$	(32,948,974	)	$	(11,386,793	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity issued for interest on convertible debt		766,920			-
Equity based compensation		12,015,133			1,610,350
Project abandonment loss		668,403			-
Amortization of debt discount		2,917,989			4,544
Non cash lease expense		498,808			486,924
Unrealized income on equity method investment		-			75,603
Depreciation and amortization		3,656,229			1,877,236
Noncash financing expense		2,500,000			-
Noncash interest		-			1,292
Changes in operating assets and liabilities:
Inventories		(39,537	)		(98,591	)
Prepaid expenses and other current assets		(641,736	)		88,579
Receivables from AEG partnership		-			-
Security deposit		332,889			(225,904	)
Accounts payable		4,694,025			745,259
Accrued expenses		2,858,450			334,840
Accrued payroll and payroll taxes		(69,070	)		(73,542	)
Deferred revenue		764,078			636,790
Operating lease liabilities		(465,890	)		(452,759	)
Licensing liabilities		6,250,000			1,500,000
Net cash provided by (used in) operating activities		3,757,717			(4,876,172	)
Cash flows from investing activities
Purchase of property and equipment		(72,483,650	)		(31,165,063	)
Net cash acquired from acquisition of 13141 BP		74,085			-
Net cash used in investing activities		(72,409,565	)		(31,165,063	)
Cash flows from financing activities
Proceeds from sale of non-controlling interest equity		38,463,367			16,750,000
Distributions to non-controlling shareholders		(934,435	)		(531,789	)
Principal payments on long-term debt		(313,136	)		(224,386	)
Proceeds from issuance of shares		31,960,250			16,695,180
IPO issued		12,654,100			-
Proceeds from exercise of warrants		52			82,600
Payment for personal guarantee on convertible debt		(100,000	)		-
Acquisition of Treasury Stock		(1,500,000	)		-
Receipt of short-term promissory note		(10,000	)		-
Proceeds from municipality promissory note		6,200,000			-
Net cash provided by financing activities		86,420,198			32,771,605
Net increase (decrease) in cash and cash equivalents		17,768,350			(3,269,630	)
Cash and cash equivalents, beginning		20,201,104			23,470,734
Cash and cash equivalents, ending	$	37,969,454		$	20,201,104
Supplemental disclosure of non-cash operating, investing and financing activities:
Cash paid for interest	$	406,483		$	305,169
Property acquired via mortgage	$	-		$	4,400,000
Property acquired via short-term promissory note	$	2,000,000		$	-
Property acquired via convertible debt	$	10,000,000		$	-
Debt discounts - warrants	$	3,000,140		$	-
Equity issued for origination fee	$	100,000		$	-
Debt discount - suite granted to lender	$	200,000		$	-
Land returned in exchange for termination of promissory note payable	$	3,267,000		$	-
Right of Use Assets obtained in exchange for operating lease liabilities	$	471,476		$	-

Exhibit 99.2

Venu Holding Corporation Breaks $17.1 Million inMarch Luxe FireSuite Sales

Shattering Company records and staying on pace for$200 million in 2025

Colorado Springs, CO- April 1, 2025- (BUSINESS WIRE) Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), a developer, owner, and operator of upscale live music venues and premium hospitality destinations, reports $17.1 million in Luxe FireSuite sales for March, up 52% month-over-month. Following two record-setting months of increasing FireSuite sales at $10.4 million in January and $11.2 million February, momentum shows no signs of slowing. This surge is largely driven by the success of VENU’s newly structured financing model for fractional ownership, which continues to accelerate buyer demand.

Late February, VENU announced a new pathway to FireSuite ownership through structured financing. Offering accredited investors an opportunity to utilize structured payment plans to finance their purchase over time, and reducing the barrier to entry through up-front cash investment (requiring 25% down) this is making Luxe FireSuites accessible to a broader audience. This new program proved to the be catalyst to the increase in March sales.

“This month, we welcomed two types of buyers into the ownership family,” explained J.W. Roth Founder, Chairman, and CEO of VENU. “First, there were the folks who were definitely interested but had held off—mainly because they weren’t ready to put down the full $200,000 under the previous cash-only option. Thanks to our new financing model, they were finally able to jump in. Then there were the real estate-minded buyers—people who went all in, picking up two or three FireSuites to really maximize the benefits. The structured financing is gamechanging.”

The Company reported a 250% year-over-year increase in its fractional ownership sales, reaching $77.7 million in fiscal 2024 compared to $22.2 million in fiscal 2023. This substantial growth highlights the strong demand and accelerating market traction of VENU’s premium offerings—and with momentum building, the Company’s 2025 goal of $200 million appears well within reach with its expansion plans.

Expanding to Meet Booming Live Entertainment Demand

The global live entertainment market is projected to reach $79.7 billion by 2030, growing at a 16.1% CAGR (ResearchAndMarkets). VENU is at the forefront of this boom, operating premium entertainment venues in Colorado Springs, CO, and Gainesville, GA while actively building in underserved, high-demand markets—including Broken Arrow, OK (Tulsa Market), Oklahoma City, OK, El Paso, TX, and McKinney, TX (Dallas Market). With five additional new markets in the design and development phase, VENU is setting the stage for accelerating growth, solidifying its position as a leader in the luxury live entertainment space.

For more information on Luxe FireSuites ownership opportunities and financing options, visit venu.live

Source: Venu Holding Corporation

About Venu Holding Corporation

Forward-Looking Statements

Media Relations

Chloe Hoeft

Venu Holding Corporation (“VENU”)

719-895-5470

choeft@venu.live

Investor Relations

Dave Gentry

RedChip Companies, Inc.

1-407-644-4256

VENU@redchip.com