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) of The SecuritiesExchange Act of 1934

Date of report (Date of earliest event reported): April

24, 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
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(Address of Principal Executive Offices)	(Zip 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 to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications 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 of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $.001 per share	VENU	NYSE 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 1.01	Entry into a Material Definitive Agreement.

As previously disclosed, on July 2, 2024, a wholly owned subsidiary of Venu Holding Corporation (the “Company”) and the City of El Paso, Texas entered into Chapter 380 Economic Development Program Agreement dated July 2, 2024 (the “Chapter 380 Agreement”) that set forth certain of the terms of which the Company will construct and manage an amphitheater centric development in El Paso, Texas. On April 15, 2025, El Paso City Council approved certain amendments to the Chapter 380 Agreement, and then on April 24, 2025 each of the parties executed and delivered a first amendment to the Chapter 380 Agreement (the “Amendment”). The Amendment served to amend certain provisions of the Chapter 380 Agreement related to the development and construction of the amphitheater project, including to: (i) increase the amount the Company must invest in the acquisition, development, carrying costs, construction, and business personal property costs associated with developing project from $80 million to $100 million; (ii) expand the development site from seventeen acres to twenty acres; and (iii) remove a right of refusal in favor of the Company to develop and / or operate certain voted approved projects.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the complete document, a copy of which is filed as Exhibit 10.1 to this Current Report.

Item 8.01	Other Events.

On April 9, 2025, the Company announced that it entered into a purchase and sale agreement to acquire certain real property in Centennial, Colorado and plans to develop a mid-size indoor music venue on that property. The parties are seeking to close that transaction on or about June 1, 2025, however, the closing of that acquisition is subject to the satisfaction of various closing conditions.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	First Amendment to Chapter 380 Economic Development Program Agreement between Venu Holding Corporation and the City of El Paso, TX.
104	Cover page Interactive Data File (embedded within 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 24, 2025	By:	/s/ J.W. Roth
		J.W. Roth
		Chief Executive Officer and Chairman

Exhibit 10.1

STATE OF TEXAS	)	FIRST AMENDMENT TO CHAPTER 380
	)	ECONOMIC DEVELOPMENT PROGRAM
COUNTY OF EL PASO	)	AGREEMENT

This First Amendment to theEconomic Development Program Agreement (“Amendment”) is made and entered into this effective as of the 15th day of April, 2025 by the CITY OF EL PASO, TEXAS (“City”), a Texas home rule municipal corporation and VENU HOLDING CORPORATION,successor-by-name-change to Notes Live, Inc., and its subsidiaries/affiliates a Colorado Corporation (“Applicant”), duly acting herein by and through its general partner. The parties mutually agree to an Amendment as follows:

WHEREAS, on July 2, 2024, City and Applicant entered into an Economic Development Program Agreement (the “Agreement”), a copy of which is attached and labeled as Attachment A, for the purposes of promoting local economic development and stimulating business and commercial activity within the City; and

WHEREAS, Applicant desires to construct a state-of-the-art luxury 12,500 seat amphitheater (“Development”) to host national touring acts; and

WHEREAS, the Development will support the goals of the Reimagine Cohen effort to revitalize the Cohen Stadium site, provide a catalyst for development in Northeast El Paso, create a regional project, become a destination point and encourage increased economic development in the City, increased property tax revenues, and the City’s improved ability to provide for the health, safety and welfare of the citizens of El Paso; and

WHEREAS, the City and Applicant desire to amend the Agreement better reflect the parties expectations and deliverables; and

WHEREAS, the City has concluded and hereby finds that the Agreement and Amendment embody an eligible program and clearly promotes economic development in the City of El Paso and, as such, meets the requisites under Chapter 380 of the Texas Local Government Code and further, is in the best interest of the City and Applicant.

NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.	The amount reflected in Section I. J. and Section 3.A.(1) & (4) shall be revised from $80,000,000<br>to $100,000,000.
2.	Section 3.A.(6) shall be revised to include the following sub-paragraph:
(1)	Whenever feasible and provided doing so will not cause delay to the progress of the development; Applicant<br>shall adhere to the Hire El Paso First section of the City of El Paso’s Procurement and Sourcing policy in Applicant’s<br>procurement and hiring associated with the construction of the Development.
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3.	Strike out Section 4.I.(3) in its entirety.
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| --- | | 4. | Exhibit A of the 380 agreement approved on July 2, 2024 and specifically incorporated by reference in Section 1.P. “Real Property” shall be replaced in its entirety with the revised legal description and survey reflected in Attachment B to this Amendment. The revised survey and legal description increase the real property acreage to approximately 20 acres, upon which the development will be constructed. | | --- | --- | | 5. | Section 7.1. shall be revised to include the following sub-paragraphs: | | (1) | All deadlines and other obligations of Applicant will be tolled a duration equal to the extent performance by Applicant is delayed due to restrictions, disclosures, covenants, or other terms set forth in that certain Deed from the United States of America, filed in Volume 766, Page 825 and as referred to in Volume 2100, Page 328, Real Property Records, El Paso County, Texas (collectively, the “Title Encumbrances”); and | | --- | --- | | (2) | In the event the State of Texas or another governmental agency determines that Applicant cannot proceed with the contemplated development because of circumstances relating to the Title Encumbrances, then Applicant shall have the right to terminate the 380 Agreement, and subject only to Applicant’s reconveyance of the property to the city, neither party shall have any further rights or obligations under the Agreement. | | 6. | Except as amended herein, the Agreement between the City and Applicant shall remain in full force and effect. | | --- | --- |

(Signatures begin on the following page)

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IN WITNESS WHEREOF, the parties have executed this First Amendment to be effective as of the 15th day of April, 2025.

	CITY OF EL PASO, TEXAS:
	/s/ Robert Cortinas
	Robert Cortinas
	Deputy City Manager
APPROVED AS TO FORM:	APPROVED AS TO CONTENT:
/s/ Juan S. Gonzalez	/s/ Karina Brasgalla
Juan S. Gonzalez	Karina Brasgalla, Director
Senior Assistant City Attorney	Economic & International Development

ACKNOWLEDGMENT

STATE OF TEXAS	§
	§
COUNTY OF EL PASO	§

This instrument was acknowledged before me on the_________ day of______________, 2025, by Dionne Mack, as City Manager of the City of El Paso, Texas.

	Notary Public, State of Texas
My Commission Expires:

(Signatures continue on the following page)

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APPLICANT:<br><br> <br>VENU HOLDING CORPORATION, a<br><br> <br>Colorado Corporation:
By:	/s/ JW Roth
Name:	JW Roth
Title:	CEO

ACKNOWLEDGMENT

STATE OF _____	§
	§
COUNTY OF _____	§

This instrument was acknowledged before me on the___________ day of____________, 2025, by ___________, as __________ (title) of VENU HOLDING CORPORATION, aColorado Corporation.

	Notary Public, State of ______
My Commission Expires:

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ATTACHMENT A

[Economic Development Agreement dated July 2, 2024]

| Page 5 of 6 |

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ATTACHMENT B

[Revised Legal Description and Survey reflecting the approximately 20-acre development site]

| Page 6 of 6 |

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