8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

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FORM

8-K

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CURRENT

REPORT

Pursuant

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

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Date of report (Date of earliest event reported): June 9, 2025

VENU

HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

Registrant’s telephone number, including area code: (719) 895-5483

NotApplicable

(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<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 1.01 Entry into a Material Definitive Agreement.

On June 9, 2025, Venu Holding Corporation (the “Company”) entered into a binding letter of intent (the “LOI”) with Aramark Sports and Entertainment Services, LLC (together with its affiliates, “Aramark”), whereby the Company and Aramark agreed to proceed toward entering into definitive written agreements whereby Aramark or will be the exclusive provider of certain food, beverage, catering, and concession services, retail services, and custodial, grounds, and facility maintenance services (collectively, the “Services”) to the Company at the Company’s Ford Amphitheater in Colorado Springs, CO, and at the Sunset Amphitheater currently under construction in McKinney, TX, and the Sunset Amphitheater currently under construction in Tulsa, OK (collectively, the “Facilities”). Pursuant to the LOI, the Company has agreed to provide Aramark with reasonable access to the Sunset Facilities that will allow Aramark to begin providing the Services by June 30, 2027, or another date mutually agreed upon by the Company and Aramark. Aramark, through its affiliate, is currently the exclusive provider of the Services at the Ford Amphitheater in Colorado Springs. Upon expiration of the current agreements for the Services at the Ford Amphitheater, Aramark will retain exclusive rights to provide the Services at the Ford Amphitheater for the remainder of the longest remaining term of either of the definitive written agreements contemplated by the LOI for the Sunset Amphitheaters owned by the Company.

The LOI contemplates that, and sets forth binding terms for, a definitive services agreement that will be entered into by the Company and Aramark, whereby Aramark will provide the Services for a defined initial term, subject to potential renewal. Aramark will receive a management fee based on the gross receipts of the applicable Facility and a share of the Facility’s profits for providing Services at the applicable Facility. Aramark will receive a management fee based on the gross receipts of the applicable Facility and reimbursement of certain operating expenses for the retail, custodial, grounds, and facility maintenance services it provides. Subject to certain conditions, Aramark will have a right of first refusal to provide the Services at any additional amphitheater constructed or operated by the Company upon mutually agreeable terms and conditions.

In connection with the LOI Aramark committed to make a $10.125 million equity investment in the Company. That investment will be with respect to shares of a new series of Company preferred stock, being Series B 4% Cumulative Convertible Preferred Stock (the “Preferred Stock”). Each share of Preferred Stock will have a stated value of $15,000 and, at the election of the holder, be convertible into 1,000 shares of the Company’s common stock (subject to customary adjustments for matters such as any potential stock splits) which will represent an effective conversion rate of $15 per share. The parties anticipate closing upon the investment on or about June 16, 2025.

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

Item 8.01 Other Events

As previously disclosed, in January 2024 the Company entered into a loan transaction with KWO, LLC (“KWO”), pursuant to which the Company borrowed a total of $10.0 million from KWO through draws on the loan facility that occurred in March 2024, April 2024 and May 2024. KWO is owned and controlled by a current Company shareholder. Under the loan documents KWO had the right to convert amounts owed by the Company into shares of Company common stock at a fixed value of $10 per share. On June 3, 2025, KWO Note delivered a notice of its election to convert all amounts owed to KWO under the loan facility into shares of common stock. A total of 1,007,292 shares of Company common stock were delivered to KWO in full satisfaction of amounts owed to KWO under the 2024 loan facility. KWO released its security interest in the Company real property assets that served as collateral for the loan.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br> No.	Description
10.1<br> †	Binding Letter of Intent dated June 9, 2025, between Venu Holding Corporation and Aramark Sports and Entertainment Services, LLC.
104	Cover<br> page Interactive Data File (embedded within the Inline XBRL document)
†	Certain portions of this exhibit have been omitted because they are not material, would be competitively harmful if publicly disclosed, and are of the type that the registrant treats as private or confidential.
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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<br> HOLDING CORPORATION
		(Registrant)
Dated:<br> June 10, 2025	By:	/s/ J.W. Roth
		J.W.<br> Roth
		Chief<br> Executive Officer and Chairman

Exhibit10.1

CERTAINIDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL and of the type of informationthat the registrant treats as private or confidential AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY, IF PUBLICLY DISCLOSED.

June 9, 2025

Mr. Jay W. Roth

Chairman and Chief Executive Officer

Venu Holding Corporation

1744 Telstar Drive, Suite 501

Colorado Springs, CO 80920

Re:	Binding Letter of Intent for Aramark Services at Venu Amphitheaters

Dear Jay:

This letter of intent (“LOI”), if accepted and executed by both parties, expresses the mutual intent of Aramark Sports and Entertainment Services, LLC (“Aramark”) and Venu Holding Corporation (“Client”) to proceed toward entering into definitive written agreements (the “Definitive Agreements”) under which Aramark (or an affiliate entity of Aramark) will be the exclusive provider of certain food and beverage, catering, and concession services, retail services, and custodial, grounds, and facility maintenance services (collectively, the “Services”) to Client at each of the Ford Amphitheater in Colorado Springs, Colorado, the Sunset Amphitheater currently under construction in McKinney, Texas and the Sunset Amphitheater currently under construction in Tulsa, Oklahoma (each, a “Facility” and collectively, the “Facilities”) consistent with Aramark’s proposal to Client, to the extent mutually agreeable between Aramark and Client.

By executing this LOI, Aramark and Client agree that Client shall provide Aramark with reasonable access and time at the Facility to validate information and understand operational requirements for the Services to enable event management commencement of the Services by Aramark at the Facilities on or before June 30, 2027 or such other date as may be mutually agreed by the parties (the “Anticipated StartDate”) (with the exception of the Ford Amphitheater where Aramark (or its affiliate) is already the exclusive provider of the Services to Client’s event management company, AEG Presents – Rocky Mountains, LLC) and the parties shall negotiate toward execution of the Definitive Agreements as described herein consistent with the terms set forth herein and as the parties may mutually agree.

In addition, Client and Aramark agree that the equity investment of $10,125,000 (the “Investment) provided by Aramark’s affiliate, Aramark RBI, Inc., in connection herewith is specifically conditioned upon Client’s execution of this binding LOI. Accordingly, the parties hereby agree to be bound by the following terms (the “Binding Terms”):

●	With<br> respect to the current food and beverage, catering, and concession services at Ford Amphitheater,<br> upon the execution of this LOI, Aramark shall invoice Client on a quarterly basis and Client<br> shall pay within thirty (30) days of receipt of such invoice, a [***] percent ([***]%) rebate<br> on Gross Receipts (as defined in the current agreement between Aramark and [***]) for the<br> remainder of the term of such agreement.
●	Upon<br> expiration of the current agreements for the Services at Ford Amphitheater between Aramark<br> (or its affiliate) and [***], Aramark shall retain exclusive rights to provide the Services<br> for the remainder of the longest remaining term of either Definitive Agreement for a Sunset<br> Amphitheater directly with Client pursuant to the financial terms of the Sunset Amphitheaters<br> outlined herein.
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●	For<br> so long as an affiliate of Aramark continues to own all of the shares of preferred stock<br> purchased in the Investment (or the shares of common stock acquired upon conversion of those<br> shares, but, excluding any shares of common stock received by the holder in the form of a<br> dividend payable on the shares of preferred stock acquired in the Investment), Client and<br> Aramark agree that Aramark shall have a right of first refusal to provide the Services at<br> any additional amphitheater constructed or operated by Client (or an affiliate of Client)<br> upon mutually agreeable terms and conditions.
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●	The<br> food and beverage, catering and concession services agreements for each of the Sunset Amphitheaters<br> shall have a term of [***] ([***]) years (initial term of [***] years and a [***]-year renewal<br> term) from the date each Facility opens. These agreements will have a management fee and<br> profit share financial model, where Aramark receive an annual management fee of [***]% of<br> the total managed volume (gross receipts, including, without limitation, any price per person<br> for all-inclusive spaces, if any) (“Gross Receipts”). In addition, Aramark<br> shall have the ability to earn an additional [***]% of Gross Receipts incentive fee based<br> on mutually agreed key performance indicator attainment by Aramark. Finally, Aramark and<br> Client shall share any Net Profits with Client receiving [***] percent ([***]%) and Aramark<br> receiving [***]percent ([***]%). For the avoidance of doubt, any losses shall be solely Client’s<br> responsibility. “Net Profits” and “Losses” are calculated<br> as all revenues minus all Direct Operating Expenses (as defined below) relating to the food<br> and beverage, catering and concession services. Any surplus result will be Net Profits and<br> any shortfall result shall be Losses.
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●	The<br> retail services agreements for each of the Sunset Amphitheaters shall have a term of [***]<br> ([***]) years (initial term of [***] years and a [***]-year renewal term) from the date each<br> facility opens. These agreements will have a cost-plus management fee financial model, where<br> Aramark will be reimbursed for its Direct Operating Expenses related to the retail services<br> and a management fee of [***]% of Gross Receipts for all consigned merchandise and other<br> custom apparel and other retail merchandise specific to Venu and the Facilities.
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●	The<br> custodial, grounds and facility maintenance services agreements for each of the Sunset Amphitheaters<br> shall have a term of [***] ([***]) years (initial term of [***] years and a [***]-year renewal<br> term) from the date each facility opens. These agreements will have a cost-plus management<br> fee financial model, where Aramark will be reimbursed for its Direct Operating Expenses,<br> and a management fee of [***]% of Direct Operating Expenses relating to the custodial, grounds,<br> and facility maintenance services. In addition, Aramark shall have the ability to earn an<br> additional incentive fee based on mutually agreed key performance indicator attainment by<br> Aramark equal to [***]% of Direct Operating Expenses relating to the custodial, grounds,<br> and facility maintenance services.
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●	The<br> parties shall also negotiate in good faith for retail services at the Ford Amphitheater,<br> as well as for services offered by Aramark’s Engineering Solutions team (e.g. building<br> commissioning, energy management, etc.) upon terms to be mutually agreed.
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For purposes of these Binding Terms, “Direct Operating Expenses” shall mean and include (a) all costs and expenses incurred by Aramark directly attributable to the Services, including, but not limited to, (i) all costs of all products, supplies, equipment and services purchased and used, or expenses incurred, by Aramark in the performance of the Services hereunder, (ii) payroll and personnel costs of Aramark’s employees assigned to the Facilities providing such food and beverage, catering, and concession services and retail services (including any severance costs and bonuses that have been pre-approved in writing by Client), as applicable, (iii) permitting and licensing fees and costs, (iv) taxes (including, without limitation, state and local sales taxes and direct taxes imposed on receipts), (v) costs of required employee uniforms, (vi) costs of utilities (to the extent not the responsibility of Client pursuant to the terms of the Agreement), (vii) mutually agreed upon start-up costs, (viii) costs of alcohol awareness training, (ix) costs of training of staff and management, (x) costs of required annual health examinations of Aramark’s employees, (xi) costs of installation of cash and product computerized control systems, (xii) costs of any repair and/or maintenance of equipment and smallwares, (xiii) cleaning costs, (xiv) disposal of grease costs, (xv) vending operation costs (if applicable), (xvi) extermination costs, (xvii) management fees, (xviii) all costs incurred by Aramark directly attributable to Aramark’s provision of the custodial, grounds, and facility maintenance services, and (xviv) amortization/depreciation expenses and (b) charges established by Aramark, which are reasonably allocated to the operation of the Services hereunder, including without limitation, (i) allocated insurance costs (including liquor liability insurance), (ii) fringe benefit and human resource services, and (iii) the development, implementation, operation and maintenance of Aramark’s information technology system (which may include, but not be limited to, hardware, owned and licensed software and systems support and training), to support certain services provided by Aramark to client locations.

This LOI may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument. This LOI, to the extent executed and delivered by means of a facsimile machine or other electronic means (e.g. PDF emailed attachment), shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original executed version thereof delivered in person.

Each party acknowledges and agrees that the execution, delivery and performance of this LOI will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any other document, agreement or other instrument to which such party is a party, nor, to the best of such party’s knowledge, will such action result in any violation of the provisions of any statute or any order, rule or regulation of any governmental authority having jurisdiction over such party. Each party has all requisite power and authority to execute and deliver, and to perform its obligations under this LOI. This LOI shall be governed by and interpreted under the laws of the State of Delaware.

If the foregoing is in accordance with your understanding, please sign and return the enclosed copy of this letter.

Best Regards,
Aramark Sports and Entertainment Services,<br> LLC
By:	/s/ William Manion
Name:	William J. Manion
Title:	Vice President, Finance

Agreed to and accepted this 9th day of June, 2025, by:

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Venu Holding Corporation

By:	/s/ JW Roth
Name:	JW Roth
Title:	Chairman and CEO