UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______.

Commission File Number: 001-42422

Venu Holding Corporation

(Exact name of registrant as specified in its charter)

Colorado	82-0890721
(State of Incorporation)	(I.R.S. Employer Identification No.)

1755 Telstar Drive, Suite 501, Colorado Springs, Colorado	80920
(Address of principal executive offices)	(Zip Code)

(719) 895-5483

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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 Sec 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the issuer’s common stock outstanding as of August 14, 2025 was 40,311,231.

Throughout this Quarterly Report on Form 10-Q (this “Quarterly Report”), the terms “Venu,” “we,” “us,” “our” or the “Company” refer to Venu Holding Corporation, a Colorado corporation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements regarding future events and the Company’s future results. These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “could,” “would,” “should,” “will,” “may,” variations of such words, and similar expressions of a forward-looking nature are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the Company’s anticipated growth and potential in its business, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in the “Risk Factors” section of this Quarterly Report and elsewhere herein. The forward-looking information contained in this Quarterly Report is generally located under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” but may be found in other locations as well.

Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements, and readers are cautioned not to place undue reliance upon such statements in making an investment decision. The Company disclaims any obligation to update factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should carefully read the factors set forth in the “Risk Factors” section of this Quarterly Report and other cautionary statements made throughout this

Quarterly Report, and you should interpret such factors and cautionary statements as being applicable to all forward-looking statements wherever appearing in this Quarterly Report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Although we believe these forward-looking statements are reasonable, all forward-looking statements are subject to various risks and uncertainties, and our projections and expectations may be incorrect. The factors that may affect our expectations regarding our operations include, among others, the following:

● our projected financial position and estimated cash burn rate;

● our estimates regarding expenses, future revenues and capital requirements;

● the level of our revenues, which depends in part on the popularity of concerts and events held at our venues, the performance of the artists who perform at our venues, and our ability to attract such concerts and events;

● the costs and effectiveness of our marketing efforts, as well as our ability to promote our brands, future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements, our ability to compete effectively with existing competitors and new market entrants;

● the level of our capital expenditures and other investments;

● general economic conditions in the metropolitan areas in which our restaurants and venues operate;

● general instability of economic and political conditions in the United States, including inflationary pressures, interest rate fluctuations, slowdown or recession, and escalating geopolitical tensions and the potential impact of economic conditions, including inflation and rising interest rates, on our liquidity, operations, and personnel;

2

● our ability to raise financing in the future and to obtain additional capital on terms that are favorable to us or at all;

● the demand for sponsorship and firepit suite arrangements at our venues and amphitheaters;

● our ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights;

● the effect of any postponements or cancellations by third parties or the Company of scheduled events, whether as a result of a public health emergency due to operational challenges and other health and safety concerns or otherwise;

● our reliance on third parties;

● our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel;

● compliance with government regulations, including environmental, health, and safety regulations and liabilities thereunder;

● the performance of the Company’s information technology systems and its ability to maintain data security;

● compliance with government regulations, including environmental, health, and safety regulations and liabilities thereunder;

● the increased expenses associated with being a public company; and

● other risks described from time to time in our filings with the Securities and Exchange Commission.

New factors emerge from time to time, and it is not possible for us to predict all such factors. Should one or more of the risks or uncertainties described in this Quarterly Report or any other filing with the Securities and Exchange Commission (the “SEC”) occur, or should the assumptions underlying the forward-looking statements we make herein and therein prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

You should read this Quarterly Report and the documents that we reference within it with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

3

Venu Holding Corporation

FORM 10-Q

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
ITEM 1 -	Condensed Consolidated Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets (Unaudited)	5
	Condensed Consolidated Statements of Operations (Unaudited)	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
ITEM 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
ITEM 3 -	Quantitative and Qualitative Disclosures about Market Risk	45
ITEM 4 -	Controls and Procedures	45
PART II
OTHER INFORMATION
ITEM 1 -	Legal Proceedings	46
ITEM 1A -	Risk Factors	46
ITEM 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	46
ITEM 3 -	Defaults Upon Senior Securities	46
ITEM 4 -	Mine Safety Disclosure	46
ITEM 5 -	Other Information	46
ITEM 6 -	Exhibits	47
	Signatures	48

4

PART I

FINANCIAL STATEMENTS

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in US Dollars)

	As of
	June 30,			December 31,
	2025			2024
ASSETS		Unaudited			Audited
Current assets
Cash and cash equivalents	$	37,431,978		$	37,969,454
Inventories		194,117			225,283
Prepaid expenses and other current assets		1,242,140			850,951
Total current assets		38,868,235			39,045,688
Other assets
Property and equipment, net		199,201,653			137,215,936
Intangible assets, net		177,917			211,276
Operating lease right-of-use assets, net		1,174,192			1,351,600
Investment in EIGHT Brewing		1,999,999			-
Investment in related parties		555,262			550,000
Security and other deposits		68,265			43,015
Total other assets		203,177,288			139,371,827
Total assets	$	242,045,523		$	178,417,515
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	4,501,312		$	7,283,033
Accrued expenses		6,808,828			3,556,819
Accrued payroll and payroll taxes		156,709			262,387
Deferred revenue		1,888,889			1,528,159
Current portion of convertible debt		-			9,433,313
Current portion of operating lease liabilities		363,937			364,244
Current portion licensing liability		223,333			-
Current portion of long-term debt		337,938			2,101,501
Total current liabilities		14,280,946			24,529,456
Long-term portion of operating lease liabilities		842,775			1,020,604
Long-term licensing liability and other liabilities		8,483,056			7,950,000
Long-term convertible debt		2,990,175			-
Long-term debt, net of current portion		41,480,226			14,100,217
Total liabilities	$	68,077,178		$	47,600,277
Commitments and contingencies - See Note 14
Mezzanine Equity
Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001 par-675 authorized, 675 issued and outstanding at June 30, 2025	$	10,125,000		$	-
Stockholders’ Equity
Preferred stock, $0.001 par - 5,000,000 authorized, none issued or outstanding		-			-
Series A Preferred Stock, $0.001 par - 4,750,000 authorized, none issued outstanding at June 30, 2025		-			-
Common stock, $0.001 par - 144,000,000 authorized, 40,080,292 issued and outstanding at June 30, 2025 and 37,471,465 issued and outstanding at December 31, 2024		40,080			37,472
Class B common stock, $0.001 par - 1,000,000 authorized, 379,990 issued and outstanding at June 30, 2025 and December 31, 2024		379			379
Additional paid-in capital		168,490,516			144,546,368
Accumulated deficit		(76,842,171	)		(47,361,208	)
	$	91,688,804		$	97,223,011
Treasury Stock, at cost - 276,245 shares at June 30, 2025 and December 31, 2024		(1,500,076	)		(1,500,076	)
Total Venu Holding Corporation and subsidiaries equity	$	90,188,728		$	95,722,935
Non-controlling interest		73,654,617			35,094,303
Total stockholders’ equity	$	163,843,345		$	130,817,238
Total liabilities and stockholders’ equity	$	242,045,523		$	178,417,515

See notes to accompanying condensed consolidated financial statements.

5

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

Unaudited

	For the three months ended						For the six months ended
	June 30,						June 30,
	2025			2024			2025			2024
Revenues
Restaurant including food and beverage revenue, net	$	2,545,178		$	2,824,092		$	4,590,094		$	5,404,194
Event center ticket and fees revenue, net		1,274,312			1,335,761			2,254,751			2,660,656
Rental and sponsorship revenue, net		667,817			15,385			1,141,621			50,131
Total revenues, net	$	4,487,307		$	4,175,238		$	7,986,466		$	8,114,981
Operating costs
Food and beverage		613,546			643,857			1,111,386			1,248,412
Event center		929,498			700,188			1,653,562			1,291,470
Labor		1,118,884			1,138,564			2,117,831			2,205,962
Rent		409,959			421,678			774,336			642,564
General and administrative		8,463,946			325,473			15,204,257			8,574,962
Equity compensation		1,883,762			4,688,372			13,224,382			10,254,826
Depreciation and amortization		1,374,412			609,329			2,749,776			1,215,793
Total operating costs	$	14,794,007		$	8,527,461		$	36,835,530		$	25,433,989
Loss from operations	$	(10,306,700	)	$	(4,352,223	)	$	(28,849,064	)	$	(17,319,008	)
Other income (expense), net
Interest expense		(2,008,284	)		(1,150,221	)		(3,058,656	)		(1,555,186	)
Other expense		(45,725	)		-			(45,725	)		(2,500,000	)
Interest income		24,291			200,779			151,777			226,510
Other income		32,824			32,500			65,324			62,500
Total other expense, net		(1,996,894	)		(916,942	)		(2,887,280	)		(3,766,176	)
Net loss	$	(12,303,594	)	$	(5,269,165	)	$	(31,736,344	)	$	(21,085,184	)
Net loss attributable to non-controlling interests		(886,361	)		(748,066	)		(2,255,381	)		(965,147	)
Preferred stock dividend		16,875			-			16,875			-
Net loss attributable to common stockholders	$	(11,400,358	)	$	(4,521,099	)	$	(29,464,088	)	$	(20,120,037	)
Weighted average number of shares of Class B common stock, outstanding, basic and diluted		379,990			383,737			379,990			1,069,348
Basic and diluted net loss per share of Class B common stock	$	(0.30	)	$	(0.13	)	$	(0.77	)	$	(0.59	)
Weighted average number of shares of Class C common stock, outstanding, basic and diluted		-			64,115			-			13,427,266
Basic and diluted net loss per share of Class C common stock	$	-		$	(0.13	)	$	-		$	(0.59	)
Weighted average number of shares of Class D common stock, outstanding, basic and diluted		-			34,901,392			-			19,733,631
Basic and diluted net loss per share of Class D common stock	$	-		$	(0.13	)	$	-		$	(0.59	)
Weighted average number of shares of Common stock, outstanding, basic and diluted		37,984,523			-			37,738,020			-
Basic and diluted net loss per share of Common stock	$	(0.30	)	$	-		$	(0.77	)	$	-

See notes to accompanying condensed consolidated financial statements.

6

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(in US Dollars)

Unaudited

	Class B Common Stock						Class C Common Stock						Class D Common Stock				Common Stock				Additional						Treasury Stock					Total Venu Holding			Non-
	Number of Shares			Amount			Number of Shares			Amount			Number of Shares		Amount		Number of Shares		Amount		Paid In Capital			Accumulated Deficit			Number of Shares		Amount			Corporation Equity			Controlling Interests			Total Equity
Balances at January 1, 2025		379,990		$	379			-		$	-			-	$	-		37,471,465	$	37,472	$	144,546,368		$	(47,361,208	)		276,245	$	(1,500,076	)	$	95,722,935		$	35,094,303		$	130,817,238
Equity issued for services		-			-			-			-			-		-		10,000		10		99,990			-			-		-			100,000			-			100,000
Equity based compensation		-			-			-			-			-		-		-		-		11,240,620			-			-		-			11,240,620			-			11,240,620
Warrants issued as debt discount with convertible debt transaction		-			-			-			-			-		-		-		-		526,329			-			-		-			526,329			-			526,329
Equity issued for interest for convertible promissory note renewal		-			-			-			-			-		-		21,876		22		218,738			-			-		-			218,760			-			218,760
Non-controlling interest issuance of shares		-			-			-			-			-		-		-		-		(11,378,978	)		-			-		-			(11,378,978	)		27,346,228			15,967,250
Distributions to non-controlling shareholders		-			-			-			-			-		-		-		-		-			-			-		-			-			(105,426	)		(105,426	)
Net loss		-			-			-			-			-		-		-		-		-			(18,063,730	)		-		-			(18,063,730	)		(1,369,020	)		(19,432,750	)
Balances at March 31, 2025		379,990		$	379			-		$	-			-	$	-		37,503,341	$	37,504	$	145,253,067		$	(65,424,938	)		276,245	$	(1,500,076	)	$	78,365,936		$	60,966,085		$	139,332,021
Equity issued for services		-			-			-			-			-		-		20,000		20		177,880			-			-		-			177,900			-			177,900
Equity based compensation		-			-			-			-			-		-		-		-		1,783,762			-			-		-			1,783,762			-			1,783,762
Warrants issued as debt discount with convertible debt transaction		-			-			-			-			-		-		-		-		960,000			-			-		-			960,000			-			960,000
Conversion of convertible debt and interest to common stock		-			-			-			-			-		-		1,007,292		1,007		10,071,909			-			-		-			10,072,916			-			10,072,916
Conversion of convertible promissory note to common stock		-			-			-			-			-		-		1,500,000		1,500		14,998,500			-			-		-			15,000,000			-			15,000,000
Equity issued for interest for convertible promissory note		-			-			-			-			-		-		42,367		42		423,625			-			-		-			423,667			-			423,667
Equity issued for interest for convertible promissory note renewal		-			-			-			-			-		-		7,292		7		72,913			-			-		-			72,920			-			72,920
Contingently Redeemable Convertible Cumulative Series B Preferred Stock dividends accrued		-			-			-			-			-		-		-		-		(16,875	)		-			-		-			(16,875	)		-			(16,875	)
Non-controlling interest issuance of shares		-			-			-			-			-		-		-		-		(5,234,265	)		-			-		-			(5,234,265	)		13,721,252			8,486,987
Distributions to non-controlling shareholders		-			-			-			-			-		-		-		-		-			-			-		-			-			(146,359	)		(146,359	)
Net loss		-			-			-			-			-		-		-		-		-			(11,417,233	)		-		-			(11,417,233	)		(886,361	)		(12,303,594	)
Balances at June 30, 2025		379,990		$	379			-		$	-			-	$	-		40,080,292	$	40,080	$	168,490,516		$	(76,842,171	)		276,245	$	(1,500,076	)	$	90,188,728		$	73,654,617		$	163,843,345
Balances at December 31, 2023		1,959,445		$	1,960			30,306,030		$	30,306		$	-	$	-		-	$	-	$	47,743,085		$	(17,021,453	)		76,245	$	(76	)	$	30,753,822		$	31,225,863		$	61,979,685
Issuance of shares		-			-			2,008,750			2,009			-		-		-		-		20,085,491			-			-		-			20,087,500			-			20,087,500
Exercise of warrants		40,349			40			-			-			-		-		-		-		-			-			-		-			40			-			40
Equity issued for services		-			-			700,000			700			-		-		-		-		6,999,300			-			-		-			7,000,000			-			7,000,000
Conversion of Common Stock Class B to Common Stock Class D		(1,619,804	)		(1,620	)		-			-			1,619,804		1,620		-		-		-			-			-		-			-			-			-
Conversion of Common Stock Class C to Common Stock Class D		-			-			(33,014,780	)		(33,015	)		33,014,780		33,015		-		-		-			-			-		-			-			-			-
Equity based compensation		-			-			-			-			-		-		-		-		2,566,254			-			-		-			2,566,254			-			2,566,254
Shareholder contribution associated with convertible debt transaction		-			-			-			-			-		-		-		-		2,500,000			-			-		-			2,500,000			-			2,500,000
Warrants issued as debt discount		-			-			-			-			-		-		-		-		3,000,140			-			-		-			3,000,140			-			3,000,140
Non-controlling interest issuance of shares		-			-			-			-			-		-		-		-		8,013,613			-			-		-			8,013,613			2,361,387			10,375,000
Distributions to non-controlling shareholders		-			-			-			-			-		-		-		-		-			-			-		-			-			(124,050	)		(124,050	)
Net loss		-			-			-			-			-		-		-		-		-			(15,598,938	)		-		-			(15,598,938	)		(217,081	)		(15,816,019	)
Balances at March 31, 2024		379,990		$	380			-		$	-			34,634,584	$	34,635		-	$	-	$	90,907,883		$	(32,620,391	)		76,245	$	(76	)	$	58,322,431		$	33,246,119		$	91,568,550
Issuance of shares		-			-			526,250			526			-		-		-		-		5,163,315			-			-		-			5,163,841			-			5,163,841
Exercise of warrants		12,498			12			-			-			-		-		-		-		-			-			-		-			12			-			12
Conversion of Common Stock Class B to Common Stock Class D		(8,832	)		(9	)		-			-			8,832		9		-		-		-			-			-		-			-			-			-
Conversion of Common Stock Class C to Common Stock Class D		-			-			(526,250	)		(526	)		526,250		526		-		-		-			-			-		-			-			-			-
Equity issued for fixed asset acquisition		-			-			-			-			276,100		276		-		-		2,760,724			-			-		-			2,761,000			-			2,761,000
Equity based compensation		-			-			-			-			-		-		-		-		689,252			-			-		-			689,252			-			689,252
Equity issued for interest and fees for convertible debt transaction		-			-			-			-			32,940		33		-		-		329,367			-			-		-			329,400			-			329,400
Non-controlling interest issuance of shares		-			-			-			-			-		-		-		-		10,226,521			-			-		-			10,226,521			2,293,479			12,520,000
Distributions to non-controlling shareholders		-			-			-			-			-		-		-		-		-			-			-		-			-			(147,082	)		(147,082	)
Net loss		-			-			-			-			-		-		-		-		-			(4,521,099	)		-		-			(4,521,099	)		(748,066	)		(5,269,165	)
Balances at June 30, 2024		383,656		$	383			-		$	-			35,478,706	$	35,479		-	$	-	$	110,077,062		$	(37,141,490	)		76,245	$	(76	)	$	72,971,358		$	34,644,450		$	107,615,808

See notes to accompanying condensed consolidated financial statements.

7

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in US Dollars)

	For the six months ended June 30,
	2025			2024
Net loss	$	(31,736,344	)	$	(21,085,184	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity issued for interest on debt		291,680			229,400
Equity based compensation		13,024,382			3,255,506
Equity issued for services		277,900			7,000,000
Project abandonment loss		-			668,402
Amortization of debt discount		2,332,923			1,134,815
Non cash lease expense		184,741			268,635
Depreciation and amortization		2,749,776			1,215,793
Noncash financing expense		-			2,500,000
Non cash interest		496,583			-
Changes in operating assets and liabilities:
Inventories		31,166			(25,922	)
Prepaid expenses and other current assets		(391,189	)		(28,097	)
Security deposit		(25,250	)		325,026
Accounts payable		(2,781,721	)		7,829,502
Accrued expenses		3,235,134			(142,528	)
Accrued payroll and payroll taxes		(105,678	)		(98,149	)
Deferred revenue		360,730			506,378
Operating lease liabilities		(185,469	)		(235,819	)
Licensing liabilities		756,389			2,800,000
Net cash used in operating activities		(11,484,247	)		6,117,758
Cash flows from investing activities
Purchase of property and equipment		(37,211,382	)		(31,259,314	)
Investment in EIGHT Brewing		(1,999,999	)		-
Investment in related party		(5,262	)		-
Cash acquired in acquisition of 13141 BP		-			74,085
Net cash used in investing activities		(39,216,643	)		(31,185,229	)
Cash flows from financing activities
Proceeds from sale of non-controlling interest equity		24,454,237			22,895,000
Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock		10,125,000			-
Distributions to non-controlling shareholders		(251,785	)		(271,132	)
Principal payments on long-term debt		(164,038	)		(153,001	)
Proceeds from issuance of shares		-			25,251,341
Proceeds from exercise of warrants		-			52
Payment for personal guarantee on convertible debt		-			(100,000	)
Payment of promissory note		(2,000,000	)		-
Receipt of convertible promissory note		18,000,000			-
Net cash provided by financing activities		50,163,414			47,622,260
Net (decrease) increase in cash and cash equivalents		(537,476	)		22,554,789
Cash and cash equivalents, beginning		37,969,454			20,201,104
Cash and cash equivalents, ending	$	37,431,978		$	42,755,893
Cash paid for interest	$	230,467		$	189,992
Supplemental disclosure of non-cash operating, investing and financing activities:
Property acquired via convertible debt	$	-		$	10,000,000
Property acquired via promissory note	$	25,000,000		$	-
Conversion of convertible debt and interest to common equity	$	25,000,000		$	-
Debt discounts - warrants	$	1,486,329		$	3,000,140
Accrued preferred stock dividends	$	16,875		$	-

See notes to accompanying condensed consolidated financial statements.

8

Venu Holding Corporation

Notes To Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Venu Holding Corporation (“Venu” or “the Company” f/k/a Notes Live, Inc.) is a Colorado corporation formed on March 13, 2017. The Company is a hospitality and entertainment business to which it earns revenues from operating restaurants, hosting events, renting event space and operating outdoor amphitheaters. The Company and its subsidiaries operate within the United States of America.

The Company’s subsidiaries and its interests in each are presented below as of June 30, 2025:

Name of Entity	Place of Incorporation	Interest
Venu Holding Corporation (f/k/a Notes Live, Inc.) (Parent)	Colorado		100	%
Bourbon Brothers Holding Company, LLC (“BBH”)	Colorado		100	%
Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBST”)	Colorado		100	%
Bourbon Brothers Presents, LLC d/b/a Phil Long Event Center (“BBP”)	Colorado		89	%
Bourbon Brothers Smokehouse and Tavern GA, LLC (“BBSTGA”)	Georgia		100	%
Bourbon Brothers Presents GA, LLC (“BBPGA”)	Georgia		100	%
Notes Holding Company, LLC (“NH”)	Colorado		100	%
13141 Notes, LLC d/b/a Notes (“Notes”)	Colorado		100	%
Sunset Amphitheater, LLC (“Sunset”) *	Colorado		10	%
Hospitality Income & Asset, LLC (“HIA”) *	Colorado		99	%
Sunset on the Stones River, LLC (“Stones”)	Colorado		100	%
Bourbon Brothers Licensing, LLC (“BBL”)	Colorado		100	%
GA HIA, LLC (“GAHIA”) *	Colorado		16	%
Notes Live Real Estate, LLC (“NotesRE”)	Colorado		100	%
Roth’s Sea & Steak, LLC (“Roth Sea”)	Colorado		100	%
Sunset Operations, LLC (“SunsetOps”)	Colorado		100	%
Sunset Hospitality Collection, LLC (“SHC”) *	Colorado		44	%
Notes Hospitality Collection, LLC (“NHC”)	Colorado		100	%
Sunset at Broken Arrow, LLC (“BA”) *	Colorado		63	%
Sunset at Mustang Creek, LLC (“MC”) *	Colorado		89	%
Sunset at McKinney, LLC (“MK”) *	Colorado		50	%
Sunset Operations at McKinney, LLC (“McKinneyOps”)	Colorado		100	%
Sunset at El Paso, LLC (“EP”) *	Colorado		100	%
Sunset Operations at El Paso, LLC (“EPOps”)	Colorado		100	%
Polaris Pointe Parking, LLC (“PPP”)	Colorado		100	%
Venu Income, LLC (“Income”)	Colorado		99	%
Venu VIP Rides, LLC (“Rides”) *	Colorado		50	%
Notes CS I DST, LLC (“Trust”) *	Delaware		95	%
Notes CS I Holdings, LLC (“Holdings LLC”)*	Colorado		100	%
Notes CS I ST, LLC (“Signatory”)*	Colorado		100	%
Venu Luxesuites, LLC (“Luxe”)	Colorado		100	%
*These entities are considered majority-owned subsidiaries or variable interest entities and consolidated into the Venu Holding Corporation consolidated financials

9

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

Bourbon Brothers Holdings Company, LLC (“BBH”) is a holding Company designed to own and manage each of the Bourbon Brothers-related operating entities.

Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBST”) is the sole owner and operator of its restaurant operations. The restaurant building is leased from Hospitality Income & Asset, LLC (“HIA”), a majority owned subsidiary, whom the Company has a lease with and then purchased a majority of HIA in the year ended December 31, 2022 (refer to Note 7 – Related Party Transactions footnote for further details of this acquisition).

Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall (“BBP”) specializes in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, BBP utilizes the event venue (“event venue”) to host corporate events and weddings, among other utilizations of the facility. BBP is the sole owner and operator of the Phil Long Music Hall event venue facility. The Phil Long Music Hall event venue building is leased from HIA, a related party (refer to Note 4 – Leases footnote for further details). The Company owns 89% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Bourbon Brothers Smokehouse and Tavern GA, LLC (“BBSTGA”) is the sole owner and operator of the restaurant operations. The BBSTGA restaurant building is leased from a related party entity (refer to Note 5 – Leases footnote for further details).

Bourbon Brothers Presents GA, LLC (“BBPGA”) is the Company’s concert and event venue in Gainesville, Georgia, specializing in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, this concert and event venue facility is utilized to host corporate events and weddings. BBPGA is the sole owner and operator of this facility. This facility is leased from a related party entity (refer to Note 7 – Related Party Transactions footnote for further details).

Bourbon Brothers Media, LLC (“BBM”) is a digital media-focused entertainment Company. BBM closed in 2023.

Bourbon Brothers Licensing, LLC (“BBL”) BBL is designed to exclusively serve as the entity which licenses the Bourbon Brothers brand.

Notes Holding Company, LLC (“NH”) is a pass-through entity established to hold the Company’s equity interests in various subsidiaries.

13141 Notes, LLC (“Notes”) is the restaurant operating entity, managing the Notes Eatery (formally known as Buttermilk Eatery, LLC which changed its name on August 8, 2022), located in Colorado Springs, Colorado, which opened in June 2020 and subsequently closed as of July 18, 2025.

13141 BP, LLC (“13141 BP”) was acquired by the Company on June 26, 2024. The Company purchased 100% of the membership units from 13141 BP’s members. 13141 BP owned the land and buildings from which Notes used under an existing lease arrangement. The transaction was treated as an asset acquisition and accounted for under ASC 805, Business Combinations. Under this methodology the purchase price is allocated to the acquired asset based on their proportionate fair values. The Company purchased these units of 13141 BP for a total purchase price of $2,761,000 using equity. Under the terms of the purchase agreement, the Company issued 276,100 shares of common stock. The Company owns 100% of this subsidiary and 100% of its voting control and consolidates it into its financials. 13141 BP sold the land and building to a 3^rd party on July 18, 2025, at which time the Company determined the disposed component does not meet discontinued-operations criteria, its financial impacts are reported within the normal results of continuing operations (and not segregated below income from continuing ops).

Sunset Amphitheater, LLC (“Sunset”) is a hospitality-focused music venue located in Colorado Springs. This venue opened in August 2024 d/b/a Ford Amphitheater. The Company owns 10% of this variable interest entity and 100% of its voting control and consolidates it into its financials.

10

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

Hospitality Income & Asset, LLC (“HIA”) was acquired by the Company on April 1, 2022 and owns the land and buildings for which both BBST and BBP currently use from existing lease arrangements. The Company owns 99% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Sunset on the Stones River, LLC (“Stones”) was planned to be a fully integrated entertainment complex in Murfreesboro, Tennessee (the “City”). The Company does not plan to move forward with this location and its agreement with the City was terminated on August 26, 2024. The Company expensed the development costs of $305,497 in operating expenses during the six months ended June 30, 2024.

GA HIA, LLC (“GAHIA”) is the Colorado-based entity that holds the Company’s Georgia based operations. The Company owns 16% of this variable interest entity and 100% of its voting control and consolidates it into its financials.

Notes Live Real Estate, LLC (“NotesRE”) holds title to certain Company real estate assets.

Roth’s Sea & Steak, LLC (f/k/a (Roth’s Seafood and Chophouse, LLC) (“Roth Sea”) is a restaurant adjacent to Ford Amphitheater. This location is slated to open when construction is completed which is anticipated in fall 2025.

Sunset Operations, LLC (“Sunset Ops”) is the operating entity that manages the operations of Ford Amphitheater which opened August 9, 2024.

Notes Hospitality Collection, LLC (“NHC”) is the operating entity that manages the venue rentals and 1,200 additional seating which can be utilized to view the concerts and shows at Ford Amphitheater and is slated to open when construction is completed which is anticipated in late fall 2025.

Sunset Hospitality Collection, LLC (“SHC”) is the entity that owns the venue that includes Roth’s Sea and NHC which are currently under construction. The Company owns 44% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Sunset at Broken Arrow, LLC (“Sunset BA”) is a hospitality-focused music venue located in Broken Arrow, OK and has not yet begun construction. The Company owns 63% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Sunset at Mustang Creek, LLC (“Sunset MC”) is a hospitality-focused music venue located in Mustang Creek, OK and has not yet begun construction. The Company owns 89% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Sunset at McKinney, LLC (“Sunset MC”) is a hospitality-focused music venue located in McKinney, TX and has not yet begun construction. The Company owns 50% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Sunset Operations at McKinney, LLC (“McKinneyOps”) is the operating entity that manages the Sunset amphitheater in McKinney, TX operations and is slated to open when construction is completed which is anticipated in 2026.

Sunset at El Paso, LLC (“Sunset EP”) is a hospitality-focused music venue located in El Paso, TX and has not yet begun construction. The Company owns 100% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Sunset Operations at El Paso, LLC (“EPOps”) is the operating entity that manages the Sunset Amphitheater in El Paso, TX operations and is slated to open when construction is completed which is anticipated in 2026.

11

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

Polaris Pointe Parking, LLC (“PPP”) owns the land for parking at Sunset Ops.

Venu VIP Rides, LLC (“Rides”) is an entity that provides transportation services to Venu’s employees and shareholders. The Company owns 50% of the subsidiary and 100% of its voting control and consolidates it into its financials.

Venu LuxeSuites, LLC (“Luxe”) is an entity that provides real estate investment opportunities for triple-net (or “NNN”) investors into the Company’s Luxe FireSuites at certain of its planned amphitheater projects under the general structure of a triple net lease. The Company owns 100% of this subsidiary and 100% of its voting control and consolidates it into its financials.

Notes CS I, DST (“DST”) is an entity that owns the land that Sunset Amphitheater, LLC has its improvements on for the Ford Amphitheater. On August 22, 2024 NLRE conveyed the 9.41 acres of real property upon which the Ford Amphitheater is located to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu (“Holdings LLC”), and Holdings LLC conveyed that property to Notes CS I, DST, a Delaware Statutory Trust (the “Trust”) in exchange for a 100% of the beneficial interests in the Trust. The signatory trustee for the Trust is Notes CS I ST, LLC (the “Signatory”), a wholly owned subsidiary of Venu. Beneficial owners have no voting rights with respect to the affairs of the Trust and do not have legal title to any portion of the property held by the Trust. Instead, the Signatory trustee has the sole power and authority to manage the activities and affairs of the Trust, including the power and authority to sell the property and the Trust holds legal title to the property. Under the documents governing the Trust, beneficial interest holders are entitled to distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant. On August 22, 2024, Holdings, LLC sold a beneficial interest in the Trust to a third party for $130,282 but in no event is it expected that Holdings LLC would cease to hold a beneficial interest in the Trust.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

Risks and Uncertainties

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates.

Significant estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long- lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; and estimates of fair value used in the private stock valuations used for equity based compensation and warrants.

12

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Liquidity and Capital Resources

The Company has devoted substantially all of its efforts to developing its business plan, raising capital, and opening and operating its restaurants and event venues in Colorado, Georgia, Oklahoma and Texas. The accompanying condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business.

The accompanying condensed consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. As of the issuance of these financials, management has concluded there is no substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

The Company had an accumulated deficit of $76,842,171 and $47,361,208 as of June 30, 2025 and December 31, 2024, respectively and incurred net losses of $31,736,344 and $21,085,184 for the six months ended June 30, 2025 and 2024 respectively. These conditions raised substantial doubt about the Company’s ability to continue as a going concern; however, based on management’s plan, as described below, such substantial doubt has been alleviated. The Company believes that cash on hand, expected improved profitability over the next twelve months from the operating entities in Colorado Springs, Colorado and Gainesville, Georgia, along with full season of operations of Ford Amphitheater in 2025 will allow the Company to continue its business operations. The opening of Roth’s Sea & Steak (anticipated in late 2025), together with potential additional capital raising and debt financing in 2025 and 2026, will allow the Company to continue its business operations. However, there is no guarantee that the Company will be able to execute on these plans as laid out above.

The Company’s continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and debt financing. If the Company is unable to enter into strategic transactions, the Company may be required to delay its business plan implementation for future expansion, which would have a material adverse impact on the Company’s growth plan.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned, majority-owned subsidiaries and variable interest entities. For those entities that aren’t wholly owned by Company, the Company assesses the voting and management control to confirm the Company is the primary beneficiary of the majority-owned subsidiaries and variable interest entities. All intercompany accounts and transactions have been eliminated upon consolidation. See “Organization” and “Non-controlling Interest” for further discussions of the entities that are majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. See “Investments in related parties” for further discussion.

Fair Value Measurements

Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows:

● Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

● Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

● Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying values of cash, payables and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments. Balances due to and due from related parties do not have specific repayment dates and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value and are included in current assets or liabilities.

13

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

The Company considers cash and cash equivalents to include all highly liquid investments with an original maturity of three months or less. Our cash and cash equivalents include bank accounts as well as interest-bearing accounts consisting primarily of bank deposits and money market accounts managed by third-party financial institutions. As of June 30, 2025, the Company had $2,331,286 of cash equivalents in the form of money market accounts that earned interest income of $24,293 and $127,486 for the three and six months ended June 30, 2025. As of December 31, 2024, the Company had $15,241,184 of cash equivalents in the form of money market accounts. No interest income was earned during the three and six months ended June 30, 2024. Cash balances and cash equivalents may exceed federally insured limits.

Inventories

Inventories, consisting principally of food, beverages and supplies, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. The Company reviews inventory on a weekly basis and determines if slow-moving or obsolete inventory exists. No allowance is deemed necessary as of June 30, 2025 and December 31, 2024.

Investments in related parties

The Company currently accounts for certain investments using a practical expedient to measure these investments that do not have a readily determinable fair value in accordance with Accounting Standards Codification (“ASC”) 321,

Investments - Equity Securities; ASC 325, Investments – Other; ASC 810, Consolidation; and ASC 820, Fair Value Measurement. The investments are initially recognized at cost. Any income or loss from these investments are recognized on the condensed consolidated statements of operations, net of operating expenses. The carrying value of the Company’s investments are assessed for indicators or impairment at each balance sheet date. Under this method of accounting, the investment is derecognized once the Company’s interest in the investment is sold or impaired. Upon sale, any proportionate gain or loss is recognized in the condensed consolidated statement of operations as other income. See Note 7 – Investments in Related Parties and Note 8 – Related Party Transactions for further discussion.

Property and Equipment

Property and equipment are recorded at historical cost net of accumulated depreciation and amortization, write-downs and impairment losses. Property and equipment are recorded as construction in progress until they are placed in service, and are depreciated or amortized once placed in service. Depreciation and amortization are calculated on a straight-line basis over the following periods:

The estimated useful lives are:

Leasehold improvements	Shorter of lease term or useful life
Furniture, fixtures and equipment	2-10 years
Buildings	Up to 40 years

Property and equipment costs directly associated with the acquisition, development and construction of a restaurant are capitalized. Expenditures for major improvements and betterments are capitalized while expenditures for maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and amortization and the related gain or loss are reflected in earnings.

14

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets

Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company currently has naming rights that are amortized on a straight-line basis over six years.

The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable.

Impairment Assessment of Long-Lived Assets

Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. An evaluation for impairment is performed at the lowest level of identifiable cash flows. An impairment loss is recognized in an amount equal to the excess of the carrying value over the estimated fair value. No impairment loss was recognized during the periods ending June 30, 2025 and June 30, 2024.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers. This ASC requires an entity to allocate the transaction price received from customers to each separate and distinct performance obligation and recognize revenue as these performance obligations are satisfied. The Company recognizes revenue from restaurant sales when food and beverage products are transferred to the customer. Revenue from a venue rental, concert or show is recognized when the event, concert or show occurs. Amounts collected in advance of the event are recorded as deferred revenue until the event occurs. Amounts collected from sponsorship agreements, which are not related to a single event, are classified as deferred revenue and recognized over the term of the agreements as the benefits are provided to the sponsors. As of June 30, 2025 and December 31, 2024, deferred revenue totaled $1,888,889 and $1,528,159, respectively. As of June 30, 2024 and December 31, 2023, deferred revenue totaled $1,270,459 and $764,081, respectively. During the six months ended June 30, 2025, the Company recognized $1,405,418 in revenue from its deferred revenue balance as of December 31, 2024. During the six months ended June 30, 2024, the Company recognized $671,632 in revenue from its deferred revenue balance as of December 31, 2023. There are no refunds or allowance for refunds in accordance with the Company’s reservation policies, which do not allow for, except in limited circumstances. The Company accounts for the licensing of its hospitality fire pit suites of Notes Hospitality Collection and its owners club memberships for Sunset at Broken Arrow and Sunset at McKinney as a long-term licensing liability. The deposits range from $50,000 to $100,000 and fully prepaid licenses of $100,000 to $200,000 are recognized in this account. The amortization of these liabilities started to be recognized in June 2025 when NHC in Colorado Springs opened its suites fully in June 2025 with one month of recognition totaling $18,611 in rental income. The Company contracted with a subsidiary of the Anschutz Entertainment Group (“AEG”), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August 2024. Within the Company’s Amphitheater Operations, its pre-sells naming rights to its amphitheater by partnering with industry-leading brands under naming-rights agreements. The Company generates net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at the Company’s venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event the Company promotes and hosts, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, etc. within the Company’s net amphitheater revenue recognition from AEG. As of June 30, 2025 and December 31, 2024, the Company had a net receivable of $78,531 and $193,766, respectively, with no allowance for credit losses as the Company has started to collect a portion of the balance subsequent to the period-end.

15

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Leases

The Company accounts for its leases in accordance with ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded in the condensed consolidated balance sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term, including any renewal options that are likely to be exercised, at the rate implicit in the lease. Lease liabilities are increased by the principal amount due and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term.

In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and expenses payments on these short-term leases as they are made.

Long-term Licensing Liability

The Company accounts for the licensing of its hospitality fire pit suites of Notes Hospitality Collection and its owners club memberships for Sunset at Broken Arrow and Sunset at McKinney as a long-term licensing liability. The deposits range from $50,000 to $100,000 and fully prepaid licenses of $100,000 to $200,000 are recognized in this account. The amortization of these liabilities started to be recognized in June 2025 when NHC in Colorado Springs opened its suites fully in June 2025 and with Sunset at Broken Arrow in Q2 2026 and Sunset at McKinney in Q3 2026.

Advertising Expenses

Advertising costs are expensed as incurred and included in operating expenses in the accompanying condensed consolidated statements of operations. Total advertising expenses were approximately $1,526,311 and $3,020,767 for the three and six month periods ended June 30, 2025 and $694,133 and $1,407,258 for the three and six month periods ended June 30, 2024, respectively.

Debt Issuance Costs

Debt issuance costs incurred in connection with the issuance of long-term debt are recorded as reductions of long-term debt and are amortized over the term of the related debt. Amortization of debt issuance costs of $1,248,449 and $1,890,061 for the three and six month periods ended June 30, 2025 and $856,586 and $1,134,815 for the three and six month periods ended June 30, 2024, are included in interest expense in the accompanying condensed consolidated statements of operations.

Equity Based Compensation

The Company recognizes equity-based compensation expense based on the fair value of the warrants or shares at the time of the grant or issuance. Share-based compensation includes warrants and stock options issued to the Company’s employees. These may vest immediately or vest evenly up to five years. The exercise price of a warrant is the fair value of the Company’s equity on the date of issuance.

16

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Equity Issuance Costs

Equity issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock issuance upon closing of the respective stock placement.

Preferred Stock

The Company accounts for its preferred stock in accordance with ASC Topic 480, Distinguishing Liabilities from Equity. Conditionally redeemable preferred stock is classified as mezzanine equity within the Company’s consolidated balance sheet.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all the requirements for equity classification, including whether the warrants are indexed to the Company’s own stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent balance sheet date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of stockholders’ equity at the time of issuance.

Income Taxes

The Company is subject to federal and state income taxes. A proportional share of the Company’s subsidiaries’ provisions are included in the condensed consolidated financial statements. Deferred income tax assets and liabilities are computed for differences between the asset and liability method and financial statement amounts that will result in taxable or deductible amounts in the future. The Company computes deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income.

A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations is considered. If the Company determines it will be able to realize the deferred tax assets for which a valuation allowance had been recorded, then it will adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company evaluates the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions.

Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) an assessment is made as to whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit.

The Company is a C corporation (“C Corp”), however, the Company’s subsidiaries are limited liability companies (“LLC’s”), that have elected to be taxed as partnerships. As an LLC, management believes that these companies are not subject to income taxes, and such taxes are the responsibility of the respective members. The subsidiaries’ LLCs are still in place, with the parent Company filing as a corporation.

Non-controlling Interest and Variable Interest Entities

The non-controlling interest (“NCI”) represents capital contributions and distributions, income and loss attributable to the owners of less than wholly owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI stockholders in the accompanying Condensed Consolidated

17

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Statements of Operations. The net income (loss) attributable to NCIs is classified in the Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income (loss) to arrive at the net income (loss) attributable to the Company. The Company has evaluated its investments in its consolidated entities in order to determine if they qualify as variable interest entities (“VIEs”). The Company is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the VIEs. The Company monitors these investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated.

The Company accounts for the change in its ownership interest while it retains its 100% controlling financial interest, as the Company owns 100% of the voting membership interest, in all of its majority-owned subsidiaries and VIEs as equity transactions. As such, the Company is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the VIEs. These VIEs meets the definition of a business and the VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations, The Company is the holder of controlling variable interests in its VIEs and is also the holder as the primary beneficiary of all of its VIEs. These VIEs exist for the Company’s operations and purposes. The Company is the sole manager of the legal entity and operating manager of these VIEs. The Company would provide support to the VIEs, including events that may expose the Company to the VIEs reporting losses. The Company directly controls the VIE’s financial position in terms of operations, construction, acquisition of real estate, financial performance and directs its cash flows. As the VIEs issue voting equity interests to the Company, the Company holds 100% voting interest and is also the primary beneficiary of the VIE. The VIEs meet or will meet the definition of a business once open for operations and the VIEs’ assets can be used for purposes other than settlement of the VIE’s obligations. The carrying value of the NCI should be adjusted to reflect the change in the Company’s ownership interest in the subsidiary, and differences between the fair value of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable to the Company. This may be shown as NCI and as additional paid in capital to the Company when combined agree to the non-controlling issuance of shares as shown in the Condensed Consolidated Statement of Change in Stockholders’ Equity.

If a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests are remeasured with the gain or loss reported to net earnings. These may be majority-owned subsidiaries or variable interest entities that the Company has 100% voting control of.

The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of June 30, 2025:

	BBPCO			GAHIA		HIA		Sunset CO		Sunset MC		Sunset BA		SHC		Sunset McK		Sunset El		Venu Inc		Venu VIP		Notes DST		Total
ASSETS
Cash		51,090			452,640		246,310		35,934		7,652		2,464,340		496,405		10,176,787		370,265		1,617,616		353		1,726,071		17,645,463
Property and equipment, net		105,208			10,451,208		9,787,407		47,670,093		-		29,564,015		36,094,428		40,486,449		331,784		-		-		-		174,490,592
Other assets		1,146,942			278,101		665,223		10,000		-		-		988,383		12,827,774		3,721		1,040		6,822		350,000		16,278,006
Total assets		1,303,240			11,181,949		10,698,940		47,716,027		7,652		32,028,355		37,579,216		63,491,010		705,770		1,618,656		7,175		2,076,071		208,414,061
LIABILITIES
Accounts payable		48,765			18,930		27,834		104,611		-		19,850,242		1,430,877		359,322		441,439		35,000		5,239		3,750		22,326,009
Accrued expenses and other		340,083			197,453		240,464		-		-		1,151,566		2,842,648		1,966,328		-		-		-		1,122		6,739,664
Other long-term liabilities		995,290			4,114,251		3,156,784		-		-		675,000		2,658,215		26,412,998		-		-		-		-		38,012,538
Total Liabilities		1,384,138			4,330,634		3,425,082		104,611		-		21,676,808		6,931,740		28,738,648		441,439		35,000		5,239		4,872		67,078,211
Stockholders’ Equity & NCI		(80,898	)		6,851,315		7,273,858		47,611,416		7,652		10,351,547		30,647,476		34,752,362		264,331		1,583,656		1,936		2,071,199		141,335,850
Total liabilities and equity		1,303,240			11,181,949		10,698,940		47,716,027		7,652		32,028,355		37,579,216		63,491,010		705,770		1,618,656		7,175		2,076,071		208,414,061

18

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2024:

	BBPCO		GAHIA		HIA		Sunset CO		Sunset MC		Sunset BA		SHC		Sunset McK		Sunset El		Venu Inc		Venu VIP			Notes DST		Total
ASSETS
Cash		260,107		212,512		100,475		31,663		1,414,974		767,752		5,723,088		11,808,891		101,469		-		2,342			205,922		20,629,195
Property and equipment, net		40,583		10,631,874		10,277,794		47,620,003		36,724		22,745,062		12,172,841		1,980,140		202,483		-		-			-		105,707,504
Other assets		1,191,762		186,356		723,801		98,108		-		-		349,945		10,086,179		-		-		11,187			11,000		12,658,338
Total assets		1,492,452		11,030,742		11,102,070		47,749,774		1,451,698		23,512,814		18,245,874		23,875,210		303,952		-		13,529			216,922		138,995,037
LIABILITIES
Accounts payable		59,419		413		34,516		95,655		-		13,507,259		2,669,239		430,518		76,039		-		14,829			139,779		17,027,666
Accrued expenses and other		365,638		14,452		191,565		167,047		-		2,535,164		92,112		124,322		-		-		-			-		3,490,300
Other long-term liabilities		1,054,770		4,190,509		3,305,253		11,963,333		-		550,000		-		879,424		-		-		-			-		21,943,289
Total Liabilities		1,479,827		4,205,374		3,531,334		12,226,035		-		16,592,423		2,761,351		1,434,264		76,039		-		14,829			139,779		42,461,255
Stockholders’ Equity & NCI		12,625		6,825,368		7,570,736		35,523,739		1,451,698		6,920,391		15,484,523		22,440,946		227,913		-		(1,300	)		77,143		96,533,782
Total liabilities and equity		1,492,452		11,030,742		11,102,070		47,749,774		1,451,698		23,512,814		18,245,874		23,875,210		303,952		-		13,529			216,922		138,995,037

A summary of the Company’s non-controlling interests for the periods ended June 30, 2025 and June 30, 2024:

	BBPCO			GAHIA			HIA			Sunset CO			Sunset MC			Sunset BA			SHC			Sunset McK			Venu VIP			Venu Inc			Notes CS 1			El Paso			Total
Balance at December 31, 2024		(91,207	)		6,631,807			585,324			20,093,064			(65,428	)		110,810			3,137,215			4,595,687			(3,595	)		-			100,625			-			35,094,303
Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/25		(6,373	)		77,831			(3,023	)		(741,280	)		177			(88,367	)		(145,314	)		(458,850	)		(2,629	)		(700	)		(492	)		-			(1,369,020	)
Non-controlling interest issuance of shares		-			-			-			-			-			2,596,672			13,770,625			10,953,701			-			15,968			9,261			-			27,346,228
Distributions to non-controlling shareholders		-			(98,064	)		(909	)		-			-			-			-			-			-			-			(6,453	)		-			(105,426	)
Balance at March 31, 2025		(97,580	)		6,611,574			581,392			19,351,784			(65,251	)		(8,892	)		16,762,526			15,090,538			(6,224	)		15,268			102,941			-			60,966,085
Net income (loss) attributable to non-controlling interest 4/1-6/30/25		(10,417	)		79,989			(2,494	)		(693,602	)		-			367,084			(270,898	)		(338,617	)		(1,204	)		(3,365	)		(4,954	)		(7,881	)		(886,359	)
Non-controlling interest issuance of shares		-			-			-			-			-			468,182			296,999			12,724,912			-			64,078			162,958			4,122			13,721,252
Distributions to non-controlling shareholders		-			(109,714	)		(909	)		-			-			-			-			-			-			(9,367	)		(26,369	)		-			(146,359	)
Balance at June 30, 2025		(10,417	)		(29,725	)		(3,403	)		(693,602	)		-			835,266			26,101			12,386,295			(1,204	)		51,346			131,635			(3,759	)		12,688,534

19

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	BBPCO			GAHIA			HIA			Sunset CO			Sunset MC			Sunset BA			SHC			Sunset McK			Total
Balance at December 31, 2023		(118,444	)		6,733,243			601,110			21,620,755			288,653			47,106			2,053,440			-			31,225,863
Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/24		15,652			82,506			(3,000	)		(245,133	)		(28,043	)		(14,036	)		(24,839	)		(188	)		(217,081	)
Non-controlling interest issuance of shares		-			-			-			-			33,078			235,993			1,993,498			98,818			2,361,387
Distributions to non-controlling shareholders		-			(123,141	)		(909	)		-			-			-			-			-			(124,050	)
Balance at March 31, 2024		(102,792	)		6,692,608			597,201			21,375,622			293,688			269,063			4,022,099			98,630			33,246,119
Net income (loss) attributable to Non-Controlling Interest 4/1-6/30/24		11,469			94,097			(3,107	)		(364,690	)		(38,086	)		(97,866	)		(325,036	)		(24,847	)		(748,066	)
Non-controlling interest issuance of shares		-			-			-			338,742			(130,839	)		77,419			752,789			1,255,368			2,293,479
Distributions to non-controlling shareholders		-			(146,173	)		(909	)		-			-			-			-			-			(147,082	)
Balance at June 30, 2024		(91,323	)		6,640,532			593,185			21,349,674			124,763			248,616			4,449,852			1,329,151			34,644,450

Segment Reporting

The Company considers our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. Revenue from customers is derived principally from food and beverage services with a portion being served in conjunction with live entertainment. Our chief operating decision maker (the “CODM”) is the Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a consolidated basis. The CODM does not receive discrete financial information about asset allocation, expense allocation or profitability by product or geography.

Recently Issued and Adopted Accounting Pronouncements

On December 14, 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction. The Company adopted this guidance as of January 1, 2025, however, because of its net loss position, there is nothing to disclose for its interim periods. The Company will continue to evaluate the impact of this guidance on its annual financial statements.

On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on the Consolidated Financial Statements.

20

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment, net, were as follows:

	As of			As of
	June 30,			December 31,
	2025			2024
Leasehold Improvements	$	406,633		$	399,319
Furniture and equipment		10,737,617			10,057,967
Land and buildings		133,919,619			93,377,840
Construction in progress		63,988,205			40,518,315
	$	209,052,074		$	144,353,441
Accumulated depreciation and amortization		(9,850,421	)		(7,137,505	)
	$	199,201,653		$	137,215,936

Depreciation and amortization expenses relating to property and equipment for the three and six months ended June 30, 2025 were $1,357,281 and $2,715,965. Depreciation and amortization expenses for the three and six months ended for June 30, 2024 were $390,776 and $1,215,793, respectively.

NOTE 4 - INTANGIBLES

Intangible assets subject to amortization consist of the following:

	Useful	June 30,			December 31,
	Life	2025			2024
Naming rights	6 years	$	400,314		$	400,314
Accumulated amortization			(222,398	)		(189,038	)
Intangible assets, net		$	177,916		$	211,276

The intangible naming rights asset was put into use in 2023. Amortization expense relating to the intangible assets for the three and six months ended June 30, 2025 were $16,680 and $33,360. Amortization expense relating to the three and six months ended June 30, 2024 were $16,680 and $33,360 respectively. The estimated amortization expense for the twelve months ended June 30, 2025 and thereafter is as follows:

2026	$	66,719
2027		66,719
2028		44,478
	$	177,916

21

NOTE 5 – LEASES

The Company leases the properties used for some of its restaurants, venue and office space.

Through June 30, 2022, the Company leased the land and buildings used in BBST and BBP operations from HIA. On April 1, 2022, the Company purchased a controlling interest in the equity of HIA. Accordingly, the impact of the lease is eliminated in the condensed consolidated financial statements.

Notes in Colorado Springs leased its property from 13141 BP, LLC (“13141 BP”), a related party (refer to Note 7– Related Party Transactions footnote for further details) through June 26, 2022, when the Company acquired the membership interests of 13141 BP. The lease was structured as a triple net (“NNN”) lease, which this type of lease includes costs of maintenance, repairs, operations, taxes and insurance, with annual rents of $90,000 through July 1, 2024 and throughout 2023. The lease was amended as of July 1, 2024, to include costs of maintenance, repairs, operations, taxes and insurance. As of the acquisition date, the lease is eliminated in consolidations. As of July 18, 2025, 13141 BP sold the land and building to a 3^rd party and Notes Eatery ceased its operations.

The Company leases its office space from an unrelated party. The lease is until November 30, 2029 and escalates in base rent by 1.3% each year. Additionally, the Company leases an executive apartment from an unrelated party. The lease was until April 13, 2025, at which time it was extended until April 13, 2026.

Total rent expense related to leased assets including short-term leases and variable costs for the three and six months ended June 30, 2025 were $468,252 and $881,472. Total rent expense related to leased assets including short-term leases and variable costs for the three and six months June 30, 2024 were $306,050 and $642,564, respectively. Total cash paid for rent expense to leased assets was $114,275 and $234,873 for the three and six months ended June 30, 2025, and $181,159 and $268,635 for the three and six months ended June 30, 2024.

The following table shows balance sheet information related to the operating leases:

		As of
		June 30,		December 31,
Balance Sheet Information	Classification	2025		2024
Assets
Operating lease right-of-use assets, net	Operating Leases	$	1,174,192	$	1,351,600
Liabilities
Current portion of operating lease liabilities	Operating Leases	$	363,937	$	364,244
Long-term portion of operating lease liabilities	Operating Leases	$	842,775	$	1,020,604
Total lease liabilities		$	1,206,712	$	1,384,848

The future minimum lease payments of existing operating lease liabilities are as follows:

	For the twelve months
	ended June 30,
2026	$	420,532
2027		331,900
2028		241,575
2029		244,611
2030		102,448
Total lease payments	$	1,341,066
Less: imputed interest		(134,354	)
Present value of lease liabilities	$	1,206,712
Less: current portion		(363,937	)
Long-term portion	$	842,775

	June 30,			December 31,
	2025			2024
Weighted-average remaining lease term (years)		3.79			4.16
Weighted-average discount rate		5.68	%		5.66	%

22

NOTE 6 – INVESTMENTS

The Company has a minority interest in an outside entity. On January 13, 2025, the Company purchased shares of Series A Preferred Stock of FL 101, Inc. (dba EIGHT Brewing) in consideration for a cash investment of $1,999,999. EIGHT Brewing, which is a food and beverage Company that creates curated lifestyle brands, including the EIGHT beer brand. Pursuant to the SPA, the Company was issued 1,487,099 shares of FL101’s preferred stock, par value $0.00001 per share (the “Preferred Stock”), designated as “Series A Preferred Stock”. The Preferred Stock has the powers, preferences, and special rights set forth in the Restated Certificate of Incorporation of FL101, including a liquidation preference, protective provisions, anti-dilution protections, and conversion rights in favor of the holders of the Preferred Stock. The Company is a minority investor in this entity. This investment is carried at fair value unless a reliable fair value cannot be determined and is reviewed at each balance sheet date for impairment. There was no impairment recorded during the period month ended June 30, 2025.

NOTE 7 – INVESTMENTS IN RELATED PARTIES

The Company has non-controlling interest investments in related parties. Accordingly, the Company utilizes the guidance stated in ASC 323, Investments – Equity Method and Joint Ventures to account for applicable transactions. These investments lack readily determinable fair values. Consequently, these investments are accounted for under the practical expedient at cost minus impairment plus any changes in observable price changes from an orderly transaction of similar investments. An adjustment to the recognized value of the investment is not made if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value. Any income or loss from these investments is recognized in the condensed consolidated statements of operations, net of operating expenses. These investments are reviewed at each balance sheet date for impairment. The activity related to these investments for the periods ended June 30, 2025 and December 31, 2024 follows:

	Roth Industries LLC		Innovate CPG, Inc.		Total
Balance at December 31, 2023	$	550,000	$	-	$	550,000
		-		-		-
Balance at December 31, 2024	$	550,000	$	-	$	550,000
Additions		-		5,262	$	5,262
Balance at June 30, 2025	$	550,000	$	5,262	$	555,262

NOTE 8 – RELATED PARTY TRANSACTIONS

The Company owns 550,000 preferred units or 2.0% of Roth Industries, LLC (“Roth Industries”). The Company’s Chairman and CEO is also the founder and Chairman of Roth Industries and is a significant stockholder of the Company. Certain of the Company’s officers and directors are also minority equity owners of Roth Industries. The Company currently accounts for this investment based on ASC 325, Investments – Other, under the cost method. In addition, the Company recognized licensing fees from Roth Industries, totaling $35,000 and $35,000 for the three months ended June 30, 2025 and 2024 and $70,000 and $70,000 during the six months ended June 30, 2025 and 2024, respectively, for Roth’s licensing use of the Bourbon Brothers brand in grocery products since the Company holds the exclusive license to use the brand. The Company had $172,500 and $107,500 in receivables from Roth Industries as of June 30, 2025 and December 31, 2024, respectively. The amounts received were recorded in other income in the condensed consolidated statements of operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the condensed consolidated balance sheet.

The Company invested in Innovate CPG, Inc. for a total 526,166 shares (and paid a total purchase price of $5,261.66) in May 2025. As a shareholder of Roth Industries, the Company had a right to invest in this newly formed corporation whose primary focus will be to acquire certain rights and brands from Roth Industries and expand and grow those brands separate from Roth Industries with the intent to facilitate the more efficient and accelerated expansion and development of the assets of that brand.

The Company on June 26, 2024, purchased 100% of the membership units from 13141 BP’s members and owns the land and buildings for which Notes currently use from an existing lease arrangement (until it ceased operations in July 2025). The transaction is treated as an asset acquisition and accounted for under ASC 805, Business Combinations. Under this methodology the purchase price is allocated to the acquired asset based on their proportionate fair values. The Company purchased these units of 13141 BP for a total purchase price of $2,761,000 using equity. The members of 13141 BP were also shareholders of the Company prior to the purchase. Under the terms of the purchase agreement, the Company issued 276,100 shares of Class D common stock. The Company owns 100% of this subsidiary and 100% of its voting control and consolidates it into its financials.

Under the acquisition method of accounting, the total fair value of consideration transferred was allocated as follows as of June 26, 2024:

Consideration
Issuance of shares	$	2,761,000
Fair value of consideration	$	2,761,000
Assets acquired and liabilities assumed
Cash	$	74,085
Fixed Assets		2,519,435
Lease receivable		191,028
Accrued and other current liabilities		(23,548	)
Net assets acquired	$	2,761,000

23

NOTE 8 – RELATED PARTY TRANSACTIONS (Continued)

13141 BP sold the land and building to a 3^rd party on July 18, 2025, at which time the Company determined the disposed component does not meet discontinued-operations criteria, its financial impacts are reported within the normal results of continuing operations (and not segregated below income from continuing ops). The Company’s restaurant operating entity at this location, Notes Eatery, closed as of July 18, 2025.

NOTE 9 – DEBT

Convertible Promissory Note

On January 17, 2024, the Company entered into a convertible promissory note (“Note”) with KWO, LLC (“KWO”), to accrue interest at 8.75% per annum, for draws to occur between March 2024 to May 2024 to be used towards Sunset Colorado construction. Interest was paid monthly and the maturity date was initially one year from the date of the first draw. The first draw commenced March 1, 2024 with the maturity date of February 28, 2025. At any time during the period commencing June 1, 2024 and continuing until the date on which the Note is paid in full, KWO may convert the outstanding Note into Company common stock of equivalent value, and the Company shares are deemed to have a fixed value of $10 per share. On June 3, 2025, Note delivered a notice of its election to convert all amounts owed to KWO under the Note 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 Note. KWO released its security interest in the Company real property assets that served as collateral for the loan.

Economic Injury Disaster Loan

On May 4, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business.

Pursuant to the loan agreement, the principal amount of the EIDL Loan is $500,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Monthly payments of interest only in the amount of $2,437 were to originally commence on May 4, 2021; however, this repayment commencement date was extended by the SBA for 24 months. The EIDL Loan matures 30 years from the date of the note agreement, at which time all remaining unpaid principal and interest are due. JW Roth, CEO and Chairman, personally guarantees this loan agreement. As of June 30, 2025 and December 31, 2024, the principal balance of $500,000 remains outstanding.

Long-term bank debt

On April 1, 2022, when the Company purchased the majority of equity interests of HIA. In this transaction, the Company became a guarantor of HIA’s mortgage on the properties used in BBST and BBP operations. The mortgage accrues interest at 5.5% and matures on July 10, 2031. The balance as of June 30, 2025 and December 31, 2024 was $3,153,198 and $3,239,543. This mortgage is collateralized by the BBSTCO and BBP land and buildings. This mortgage is personally guaranteed by JW Roth.

On December 21, 2022, the Company closed on a deed of land with the City of Murfreesboro, Tennessee, for the Company to develop a Bourbon Brothers Smokehouse and Tavern, Boot Barn Hall and an amphitheater on 20.13 acres parcel for $3,267,000. On August 26, 2024 the Company and the City of Murfreesboro, TN agreed to discontinue the development project previously planned for 20.13 acres as originally conceived. The City sold the undeveloped property to Venu subject to reconveyance and other termination provisions if the project was discontinued. The City and Venu proceeded with reconveyance of the property and the City terminated the promissory note of $3,267,000. The outstanding balance at June 30, 2025 and December 31, 2024 was $0 and $0, respectively.

On May 26, 2022, GAHIA took on a mortgage for the properties used in the BBSTGA and BBPGA operations, with the Company as a guarantor to the mortgage. GAHIA began to draw on this mortgage in early 2023 with the final mortgage amount in place in June 2023. The mortgage accrues interest at 3.95% and matures on May 26, 2043. The balance at June 30, 2025 and December 31, 2024 was $4,114,251 and $4,243,364. This mortgage is collateralized by the BBSTGA and BBPGA land and buildings. This mortgage is personally guaranteed by JW Roth.

On January 14, 2025, the Company closed on its purchase of an approximately 46-acre tract of land where it will develop The Sunset Amphitheater in McKinney, Texas (“The Sunset McKinney”), pursuant to the Chapter 380, Grant, and Development Agreement (the “McKinney Agreement”) that the Company previously entered into with the City of McKinney, Texas (“McKinney”), the McKinney Economic Development Corporation (“MEDC”), and the McKinney Community Development Corporation on April 16, 2024, which was amended on October 15, 2024 and December 3, 2024. MEDC agreed to sell the McKinney Tract to the Company for an aggregate purchase price of $35,000,000 (the “McKinney Purchase Price”), which was paid on the Closing Date in the form of $10,000,000 in cash and $25,000,000 represented by a secured promissory note to MEDC (the “McKinney Note”), which bears no interest, is subject to prepayment without penalty, is secured by a Deed of Trust conveying a first-priority lien on the McKinney Tract (the “McKinney Deed of Trust”), and is personally guaranteed by the Company’s Chairman and a third-party shareholder of the Company (the “McKinney Guaranty”). If the Company receives a temporary certificate of occupancy or a certificate of occupancy by certain deadlines set forth in the McKinney Agreement, then MCDC will reimburse the Company for the McKinney Purchase Price, and the Company and the guarantors will be released from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty. As consideration of the personal guarantee fee, the Company granted five-year stock options, which vested immediately upon the purchase of the land closing, to purchase 2,500,000 shares of Venu common stock at $10 per share for both Mr. Roth and Mr. O’Neil recognizing $7,647,271 of equity compensation expense for the three and six months ended June 30, 2025.

On April 30, 2024, the Company executed a term sheet with the City of El Paso, Texas, and then later in June 2024 and July 2024 entered into a Chapter 380 Economic Development Program Agreement (the “Chapter 380 Agreement”), a Purchase and Sale Agreement, and related transaction documents (collectively, the “Definitive El Paso Agreements”). On May 13, 2025, the Company (through a wholly owned subsidiary) acquired an approximately 20-acre tract of land where it will develop The Sunset Amphitheater in El Paso, Texas pursuant to the Definitive El Paso Agreements. Under the Definitive El Paso Agreements the City of El Paso provided various incentives to the Company related to the development of The Sunset El Paso including contributing cash towards Venu’s development costs by issuing an eight-year, no-interest, forgivable loan to Venu (the “El Paso Loan”) in the principal amount of $8,000,000 funded by the Texas Economic Development Fund. If the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all government authorizations required to develop and construct the amphitheater (such process, “Entitlement”) and hosts a minimum of 25 events per year at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven.

24

NOTE 9 – DEBT (Continued)

The Company issued a $6,000,000 principal amount convertible promissory note on February 28, 2025, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lender was also issued a warrant that is exercisable to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share. On April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 in total principal amount convertible promissory note, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share. On May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 in total principal amount convertible promissory note, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants to, in the aggregate, acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share. On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of $15,000,000 principal and $423,667 accrued interest, representing a conversion price of $10 per common share, due under certain convertible promissory notes.

On May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into Credit Agreement with Pueblo Bank & Trust, as lender (the “Lender”) for a draw down term loan (the “Construction Loan”). The Construction Loan has a term of seventy months, maturing on March 27, 2031 (the “Maturity Date”). Beginning on the closing date, and continuing until no later than May 27, 2026 (the “Draw Period”), assuming that there has not been an “Event of Default” (as defined in the Credit Agreement) and that the Company has complied with all requirements under the documents and agreements governing the Construction Loan, the Company may from time-to-time request advances under the Construction Loan not to exceed an aggregate amount of $6 million. Obligations under the Construction Loan are secured under, and by, a deed of trust, various assets of the Company pledged pursuant to a security agreement, together with an assignment of leases and rents, and personal guaranties extended by certain Company affiliates. The balances at June 30, 2025 and December 31, 2024 was $2,658,215 and $0. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by JW Roth, the Company’s Chairman and CEO.

Long-term debt consists of the following:

	June 30,		December 31,
	2025		2024
SBA Economic Injury Disaster Loan	$	500,000	$	500,000
Bank loan and promissory notes		41,318,164		15,701,718
Convertible debt		2,990,175		9,433,313
Total		44,808,339		25,635,031
Less: current maturities		337,938		11,534,814
Long-term debt	$	44,470,401	$	14,100,217

Following is the future maturities of long-term debt for the twelve months ended June 30,

2026		337,938
2027		25,354,801
2028		3,366,876
2029		391,104
2030		410,674
Thereafter		14,946,946
Total long-term debt	$	44,808,339

25

NOTE 10 – EQUITY

Stockholders’ Equity

On March 5, 2024, the Company and its Class C stockholders authorized a Class D of common stock up to 60,000,000 shares. At that time, the Company allowed its Class B and Class C stockholders to exchange to Class D shares at a 1 to 1 basis.

On September 6, 2024, the Company amended and restated its articles of incorporation so that each share of the outstanding share of Class A Voting Common Stock, Class C Voting Common Stock, and Class D Voting Common Stock immediately and automatically converted into one (1) share of Common Stock. The amended and restated articles of incorporation provide that the authorized capital stock of the Company consists of 144,000,000 shares of Common Stock, 1,000,000 shares of Class B Non-Voting Common Stock and 5,000,000 preferred shares.

During 2024, the Company closed a private placement offering in which we sold 3,300,341 shares of Common Stock and received gross proceeds of $32,059,550.

On November 26, 2024, the Company completed an initial public offering of 1,200,000 shares common stock at a public offering price of $10.00 per share, generating gross proceeds of $12,000,000. The Company also granted the underwriters a 45-day option to purchase up to 180,000 additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on November 29, 2024. The Company received net proceeds of approximately $12.3 million from the offering, after deducting underwriting discounts and commissions and other offering expenses.

On January 3, 2025, the Company issued 10,000 common shares to a services firm at a price of $10 per share.

In February 2025, the Company announced the structured financing model of its Luxe FireSuites available for fractional ownership of its Sunset at McKinney, Sunset at Broken Arrow and Sunset at El Paso locations, which allows an investor to purchase a membership unit and acquire rights to fractional ownership via a suite with 25% down payment on the membership unit and pay the remaining 75% of their capital commitment over a 20-year amortization.

In April 2025, the Company issued a consultant 10,000 shares of the Company’s Common Stock in consideration for services rendered to the Company at $10 per share as that was the Company’s listed stock price for a total expense of $100,000.

In May 2025, the Company issued a consultant 10,000 shares of the Company’s Common Stock in consideration for services rendered to the Company at $7.79 per share as that was the Company’s listed stock price at that time for a total expense of $77,900.

On June 3, 2025, the Company issued 1,007,292 shares of our Common Stock to KWO in full satisfaction of a convertible note originally issued to KWO in January 2024.

On June 16, 2025, the Company issued 675 shares of Series B 4.0% Cumulative Redeemable Convertible Preferred Stock (Series B Preferred Stock) to Aramark Sports and Entertainment Services, LLC, for an aggregate purchase amount of $10.125 million. Each share of Series B Preferred Stock is convertible into 1,000 shares of Common Stock. The shares of Series B Preferred Stock do not afford the holder voting rights other than as required by law, and each share of Series B Preferred Stock entitles the holder to receive an annual cumulative, non-compounding dividend at an annual rate of 4% of the Stated Value (being equal to $600 per share of Series B Preferred Stock), payable in either cash or shares of the Company’s common stock. The Series B Dividends accrue, without interest and on a cumulative basis, during two semi-annual dividend periods beginning on the first day of each January and July, respectively. The Series B Dividends are payable semi-annually in arrears on January 15th and July 15th of each year. However, the first Series B Dividend began accruing on June 16, 2025, and is prorated on the basis of a 360-day year consisting of twelve 30-day months. Only holders of Series B Preferred Stock as of the first day of the month in which a dividend is due to be paid (or another date to be no more than 30 days nor less than 10 days prior to the date of the dividend payment, as determined by the Company’s board of directors or a duly authorized officer) are eligible to receive a Series B Dividend for the applicable period. Holders of Series B Preferred Stock may require the Company to redeem shares of the Series B Preferred Stock upon either (i) the Company failing to complete construction and open the amphitheaters intended for the hosting of concerts and events in the greater McKinney, Texas and Tulsa, Oklahoma metropolitan areas by August 14, 2027, or (ii) the reorganization, consolidation, merger or other transaction of the Company with or into any other corporation or corporations or other entities (other than a wholly-owned subsidiary of the Corporation) resulting in the Company’s shareholders immediately prior to such transaction or series of related transactions holding less than 50% of the voting power of the entity surviving or continuing (including the corporation or the entity owning all or substantially all of the assets of the Corporation) following such transaction or series of related transactions (but excluding any merger effected solely for the purposes of changing the domicile of the Corporation). The Company may redeem shares of the Series B Preferred Stock at any time after June 16, 2030. Any optional redemption will occur at the price of $15,000.00 per share of Series B Preferred Stock, plus accumulated accrued and unpaid dividends. The Company is required to redeem the shares of Series B Preferred Stock at the price of $15,000.00 per share of Series B Preferred Stock, plus accumulated accrued and unpaid dividends, upon (i) the termination by the Company of a binding obligation, agreement or instrument by and between the Company and the holder with respect to certain food, beverage, catering, and concession services, retail services, and custodial, grounds, and facility maintenance services provided by the holder to the Company at the amphitheaters in the greater McKinney, Texas and Tulsa, Oklahoma metropolitan areas and (ii) the holder and the Company do not enter into a successor agreement or arrangement for the continuation of such services. The Company has $16,875 accrued as a dividend as of June 30, 2025. Under FASB Topic D-98, this redemption provision requires the classification of this security outside of permanent equity. The Company has classified this security as Mezzanine Equity on its June 30, 2025 Balance Sheet.

On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of all principal and accrued interest due under certain convertible promissory notes as discussed in Note 9.

In regards to the Company’s treasury shares, the Company has 76,245 shares of treasury stock that it acquired through the acquisition of HIA. In addition, on August 12, 2024, the Company purchased 100,000 shares back from Roth Industries, a related party, at $5 per share. On January 22, 2024, the Company and Live Nation entered into an Exclusive Operating Agreement, pursuant to which Live Nation intended to serve as the exclusive operator of The Sunset BA. Although the parties pursued their working partnership, in August 2024, the Company and Live Nation terminated the Exclusive Operating Agreement due to the Company determining that it is unable to construct the number of parking spaces originally contemplated by the Exclusive Operating Agreement. As part of this termination, Live Nation exercised its put right for the 100,000 shares worth $1,000,000 and the Company repurchased these shares from Live Nation as of September 26, 2024. As of June 30, 2025 and December 31, 2024, the Company had 276,245 treasury shares.

26

NOTE 11 – EARNINGS PER SHARE

The Company computes basic and diluted net income (loss) per share in accordance with ASC 260, Earnings Per Share. Basic EPS is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. The Company applies the two-class method as it has multiple classes of equity including the Series B 4% Convertible Preferred Stock, issued on June 16, 2025.

The Series B Preferred Stock is not a participating security and does not share in undistributed earnings beyond its fixed 4% cumulative dividend. Under the two-class method, income available to common shareholders is reduced by the cumulative preferred dividend, whether declared or not.

The Series B Preferred is convertible at the option of the holder into 1,000 shares of common stock per preferred share (plus accrued dividends), and is considered a potentially dilutive security. For the three months ended June 30, 2025, the assumed conversion of the Series B Preferred was anti-dilutive and excluded in the diluted EPS computation. The Series B Preferred had dividends accrued of $16,875 through June 30, 2025.

The following table sets forth the calculation of earnings per share for the three and six months ended June 30, 2025 and 2024, as presented in the accompanying condensed consolidated statements of operations:

For the Three Months Ended June 30, 2025
	Class B			Common
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(112,917	)	$	(11,287,441	)
Less : Series B preferred dividend	$	158		$	16,717
Net loss attributable to common stock holders - basic	$	(112,759	)	$	(11,270,724	)
Denominator:
Basic and diluted weighted average shares outstanding		379,990			37,984,523
Basic and diluted net loss per share of common stock	$	(0.30	)	$	(0.30	)

For the Six Months Ended June 30, 2025
	Class B			Common
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(293,721	)	$	(29,170,367	)
Less : Series B preferred dividend	$	158		$	16,717
Net loss attributable to common stock holders - basic	$	(293,563	)	$	(29,153,650	)
Denominator:
Basic and diluted weighted average shares outstanding		379,990			37,738,020
Basic and diluted net loss per share of common stock	$	(0.77	)	$	(0.77	)

27

For the Three Months Ended June 30, 2024
	Class B			Class C			Class D
Basic and diluted net loss per share of common stock
Denominator:
Allocation of net loss	$	(49,079	)	$	(8,200	)	$	(4,463,820	)
Basic and diluted weighted average shares outstanding		383,737			64,115			34,901,392
Basic and diluted net loss per share of common stock	$	(0.13	)	$	(0.13	)	$	(0.13	)

For the Six Months Ended June 30, 2024
	Class B			Class C			Class D
Basic and diluted net loss per share of common stock
Numerator:		49.20	%		50.14	%
Allocation of net loss	$	(628,547	)	$	(7,892,351	)	$	(11,599,139	)
Denominator:
Basic and diluted weighted average shares outstanding		1,069,348			13,427,266			19,733,631
Basic and diluted net loss per share of common stock	$	(0.59	)	$	(0.59	)	$	(0.59	)

NOTE 12 – WARRANTS AND STOCK OPTIONS

The Company grants, to certain of its directors and employees, warrants and options to purchase shares of the Company’s equity. The Company may also issue warrants to investors in connection with its capital raising and financing activities.

In addition, the Company has adopted, and its shareholders have approved the Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”). Under the 2023 Plan, a total of 2,500,000 shares of Company common stock are currently reserved for awards to directors, officers, employees and consultants. Incentive-compensation awards under the 2023 Plan may consist of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. As of June 30, 2025 and December 31, 2024, there were options outstanding under the 2023 Plan to acquire 2,500,000 and 0 shares, respectively, of Company common stock common stock. The options outstanding as of June 30, 2025 have an exercise price of $10.00 per share.

Following is a summary of the warrant and options activities during the periods ended June 30, 2025 and June 30, 2024:

								Weighted
						Weighted		Average
	Number of			Weighted		Average		Remaining
	Warrants			Average		Grant Date		Contractual
	and Options			Exercise Price		Fair Value		Term (in years)
Outstanding, December 31, 2023		3,029,830		$	2.59
Granted		2,279,250		$	9.95	$	5.81
Exercised		(67,997	)	$	2.23
Expired and forfeited		(216,000	)	$	6.55
Outstanding, June 30, 2024		5,025,083		$	5.80
Outstanding, December 31, 2024		5,584,293		$	6.43
Granted		4,297,500		$	10.62	$	2.98
Exercised		-		$	-
Expired and forfeited		(294,387	)	$	5.79
Outstanding, June 30, 2025		9,587,406		$	8.33				4.63

During the six months ended June 30, 2025, the Company granted a total of 4,297,500 warrants together with options under the 2023 Plan, with (i) 2,500,000 total options granted to JW Roth and Kevin O’Neil as part of the closing upon the real property in McKinney and each agreeing to serve as a personal guarantor of a promissory note issued at that closing, (ii) 900,000 warrants issued to investors as part of the convertible promissory note offering, (iii) an additional 465,000 in total warrants and options for contributed services and (iv) 432,500 options to employees and directors. Options granted under the 2023 Plan in excess of the total shares reserved under the plan are subject to and contingent upon shareholder approval of an amendment to the 2023 Plan. As of June 30, 2025, there was a total of 7,601,352 warrants (and stock options) exercisable with an aggregate intrinsic value of $25,667,460. For the total warrants and stock options outstanding of 9,587,406 as of June 30, 2025, the aggregate intrinsic value was $32,218,705. As of June 30, 2025, there was $7,063,617 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants and options included as a charge to operating expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 was $1,883,762 and $13,224,382. Equity-based compensation for the three and six months ended June 30, 2024, respectively was $4,688,372 and $10,254,826. The cost is expected to be recognized over a weighted-average period of 4.63 years.

The fair value of the warrants and options was estimated using the Black-Scholes-Merton model using the following inputs:

	June 30, 2025			June 30, 2024
Volatility		45.4% to 66.2	%		66.3% to 77.4	%
Dividends		0.00	%		0.00	%
Risk-free rate		0.4% to 4.1	%		0.4% to 4.8	%
Expected Term (years)		3-5			3-5

Warrants are equity classified, not liability classified, and are not remeasured at fair value.

NOTE 13 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The carrying amounts of accounts payable and accrued expenses approximated their fair values at June 30, 2025 and December 31, 2024. Accounts payable at June 30, 2025 and December 31, 2024 were $4,501,312 and $7,283,033, respectively, which primarily consisted of payments to vendors for operations including inventory, marketing, professional services, security, and payments for construction of the Company’s future facilities. Accrued expenses at June 30, 2025 and December 31, 2024 was $6,808,828 and $3,556,819, respectively, which included accruals of the Company utilities, property taxes, construction related vendors, insurance, purchases, and interest.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become party to litigation and other claims in the ordinary course of business. To the extent that such claims and litigation arise, management provides for them if upon the advice of counsel, losses are determined to be both probable and estimable. In addition, the Company enters into public private partnerships. These partnerships, may require the Company to meet construction timelines. There may be liquidated damage clauses, etc. To the extent that such claims arise, management provides for them if upon the advice of counsel, losses are determined to be both probable and estimable.

NOTE 15 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of the issuance of the condensed consolidated financial statements as of August 14, 2025, and identified the following:

13141 BP sold the land and building to a 3^rd party on July 18, 2025, at which time the Company determined the disposed component does not meet discontinued-operations criteria, its financial impacts are reported within the normal results of continuing operations (and not segregated below income from continuing ops). The Company’s restaurant operating entity at this location, Notes Eatery, closed operations as of July 18, 2025.

On July 22, 2025, the Company issued 103,667 shares of Common Stock upon the conversion of a secured promissory note to satisfy 50% of the outstanding obligations owed thereunder.

On August 11, 2025, the Company filed a revocation with the Secretary of State of the State of Colorado to eliminate from its Articles of Incorporation all matters set forth in the Certificate of Designation, Preferences and Rights with respect to its Series A 8.0% Cumulative Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”). No shares of Series A Preferred Stock were issued, and shares of preferred stock previously designated as Series A Preferred Stock have reverted to being designated as authorized but unissued shares of preferred stock.

There was a total of 138,333 warrants exercised subsequent to June 30, 2025 from employees and directors into common shares.

28

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), and our unaudited condensed consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, which appear at the end of this Quarterly Report on Form 10-Q, in each case together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth at the end of this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors,” actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the section of this Quarterly Report entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements. Please also see the section entitled “Cautionary Note Concerning Forward-Looking Statements.” Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. Future operating results, however, are impossible to predict, and no guarantee or warranty is to be inferred from those forward-looking statements.

MD&A Overview

This section presents management’s perspective on the financial condition and results of operations of Venu Holding Corporation. Unless otherwise noted, for purposes of this section, the terms “we,” “us,” “our,” “Company,” and “Venu” refer to Venu Holding Corporation and its consolidated subsidiaries. The following discussion and analysis (this “MD&A”) is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, which are included in the Annual Report, and our unaudited condensed consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, which are included in this Quarterly Report, in each case together with the related notes thereto. Results for any period or year should not be construed as an inference of what our results would be for any full fiscal year or future period. This MD&A is also intended to provide you with information that will facilitate your understanding of our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Concerning Forward-Looking Statements” and “Risk Factors.” Our MD&A is organized as follows:

● Business Overview — Discussion of our business plan and strategy in order to provide context for the remainder of this MD&A.

● Consolidated Results of Operations — Analysis of our financial results comparing the three and six months ended June 30, 2025 to the three and six months ended June 30, 2024.

● Liquidity and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity.

● Significant Accounting Policies and Use of Estimates — Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

Business Overview

Business

Venu is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue campuses, which consist of music halls, outdoor amphitheaters, restaurants, and bars. As a growing entertainment and hospitality company, we continue to expand our portfolio of indoor and outdoor music venues and entertainment campuses where music, dining, and luxury converge in strategically selected markets.

29

Key Milestones and Recent Developments

Our operations to date have enabled us to achieve growth and the following key milestones:

● March 2017: Venu was founded as Bourbon Brothers Restaurants, LLC, which converted into Notes Live, Inc. in April 2022 and changed its name to Venu Holding Corporation in September 2024.

● April 2017: Venu opened its flagship restaurant, Bourbon Brothers Smokehouse & Tavern, in Colorado Springs, Colorado.

● March 2019: Venu opened its first live-entertainment, indoor music hall in Colorado Springs, Colorado, which was originally known as “Boot Barn Hall” but, as of August 2024, is known as “Phil Long Music Hall at Bourbon Brothers.”

● June 2021: GA HIA, LLC, a subsidiary of Venu, agreed to purchase land from the Gainesville Redevelopment Authority and entered into a public-private partnership with the City of Gainesville, Georgia pursuant to which Venu agreed to develop its second Bourbon Brothers Presents venue in Gainesville, Georgia.

● September 2022: Venu opened its first live music and social bar, known as “Notes”, in Colorado Springs, Colorado.

● May 2023: Venu broke ground on Ford Amphitheater in Colorado Springs, Colorado.

● June 2023: Venu entered into an operating agreement with AEG with respect to the operation of Ford Amphitheater, which Venu opened in August 2024.

● June 2023: Venu opened in second Bourbon Brothers venue and its second BBST restaurant in Gainesville, Georgia.

● October 2023: Venu entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma, pursuant to which the parties are forming a public-private partnership and intend to open The Sunset BA, a 12,500-capacity amphitheater, anticipated to open in the summer of 2026.

● April 2024: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation and the McKinney Community Development Corporation, entered into a Chapter 380, Grant, and Development Agreement, pursuant to which Venu is developing The Sunset McKinney.

● June and July 2024: Venu and the City of El Paso, Texas formed a public-private partnership by entering into a Purchase and Sale Agreement in June 2024 and a Chapter 380 Economic Development Program Agreement in July 2024. Pursuant to the agreements, Venu (as described below, in May 2025 Venu acquired land from the City of El Paso where it will construct and manage The Sunset El Paso, a 12,500-person amphitheater.

● August 2024: Venu opened its first amphitheater, Ford Amphitheater, in Colorado Springs, Colorado, and began hosting live concerts and events at the venue.

● September 2024: Venu legally changed its name from Notes Live, Inc. to Venu Holding Corporation.

● November 2024: Venu closed on the initial public offering of its Common Stock generating net proceeds to the Company of approximately $12.3 million, and, in connection therewith the Company’s Common Stock was listed on the NYSE American Stock Exchange.

● January 2025: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation, closed on its purchase of an approximately 46-acre tract of land where it will develop The Sunset Amphitheater in McKinney, Texas.

● February 2025: Venu launched a multi-season venue configuration model, enabling year-round operations across upcoming and future amphitheaters in McKinney, TX; El Paso, TX; Broken Arrow, OK; and Oklahoma City, OK, unlocking potential new revenue and margin expansion opportunities.

● February 2025: Venu announced the structured financing model of its Luxe FireSuites available for fractional ownership at its Sunset at McKinney and Sunset at Broken Arrow locations, which allows an investor to purchase a membership unit and acquire rights to fractional ownership via a suite with 25% down payment on the membership unit and pay the remaining 75% of their capital commitment over a 20-year amortization.

● March 2025: Venu partnered with Connect Partnership Group to lead corporate sponsorship sales, enhancing Venu’s ability to potentially realize new sponsorship revenues across its expanding venue network for its amphitheaters and event centers.

● April 2025: Venu announced a strategic national expansion partnership with Ryan, LLC focusing on public-private partnership development in various domestic markets.

● April 2025: Announced El Paso City Council approved an expanded agreement for Sunset at El Paso for approved amendments to the Chapter 380 Economic Development Agreement and Contract of Sale include the following key updates: increased minimum private investment to $100 million, expansion of development site from 17 to 20 acres to support enhanced design flexibility and year-round activation, inclusion of an “El Paso First” clause prioritizing local hiring and procurement and streamlined terms for land transfer, parking access, and development coordination.  

● May 2025: Formed a nationwide partnership with Sands Investment Group to introduce triple-net (NNN) real estate investment opportunities in Venu’s Luxe FireSuites where third parties can acquire lease rights to amphitheater suites, and Venu acquired approximately 20 acres of real property in El Paso, Texas for development of an amphitheater.

● June 2025: Awarded Aramark Sports + Entertainment the contracts for food & beverage concessions, artist and branded venue retail, and facilities management, including custodial and grounds maintenance, cleaning, and engineering services. The multi-venue agreement, which included an equity investment in VENU, will be implemented across three of the Company’s flagship amphitheaters: Sunset Amphitheater at Broken Arrow located just outside of Tulsa, Oklahoma, and slated to open in summer of 2026; Sunset Amphitheater at McKinney powered by EIGHT Beer in McKinney, Texas, anticipated to open in 2026; and Ford Amphitheater in Colorado Springs, Colorado, where Aramark and Venu will expand upon their existing relationship.

● June 2025: Venu broke ground on Sunset at McKinney in McKinney, Texas on June 13, 2025.

● June 2025: Announced a three-year industry alliance with global music authority, Billboard, to spotlight our fan-founded, fan-owned model through high-profile collaborative industry experiences. At the forefront of the partnership is the newly minted ‘Disruptor Award,’ presented by Venu to honor artists, creators, and industry leaders with bold ideas shaping the future of music, inspired by Venu Founder, Chairman, and CEO, JW Roth.

● July 2025: Venu retained Texas Capital Securities as Exclusive Financial Advisor potential private capital debt opportunities with expected total commitments of approximately $200 million.

30

Venue Ownership

Venu primarily generates revenue through restaurant operations, event rentals, and hosting concerts and events. Our business involves developing, owning and operating the following types of venues and entertainment spaces:

Music Halls — Music halls are indoor, intimate music and event venues that can accommodate up to approximately 1,400 guests. This venue category includes our Bourbon Brothers Presents venues, which are designed to host approximately 1,400 concertgoers at general admission concerts featuring national-touring artists or to seat between 500 and 700 guests at more intimate events such as concerts featuring tribute bands or dueling pianos, corporate functions, or weddings. Our BBP music halls can quickly be transitioned from one configuration to the next. This operational flexibility is intended to maximize our event-rental opportunities by expanding the types of events we can host while minimizing the time it takes to stage one event to the next, allowing us, for example, to host a premier concert one night and a wedding the following afternoon.

Amphitheaters — Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and primarily operated during the summer through fall seasons (although the Company is planning multi-seasonal configuration models at certain sites). Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences. Our first amphitheater venue is the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air venue, which allowed seating for 8,748-persons seating as of June 30, 2025. In addition to lawn and stadium-style seating that allows us to offer tickets at an array of price points, Ford Amphitheater has firepit suites that deliver premium hospitality and a more luxurious, personalized concert experience. Each firepit suite can accommodate up to eight guests. Ford Amphitheater, which opened in August 2024, is designed with 92 lower VIP firepit suites, accommodating a total of 736 VIP guests and 40 upper VIP firepit suites, accommodating a total of 320 VIP guests. Ford Amphitheater primarily host concerts from April through October each year. The amphitheaters in development, or planned for development in Oklahoma and Texas, will also have Luxe FireSuites.

Certain entities, which own and develop Venu’s venues, are not wholly owned by Venu. For example, Venu has a 10% ownership interest in The Sunset Amphitheater, LLC (which is the owner and developer of the Ford Amphitheater) but holds a 100% voting interest. Venu anticipates it will own approximately 40% of Sunset Hospitality Collection, LLC (which is a company designed to own the building to lease to Roth Sea & Steak and Notes Hospitality Collection) but hold 100% of the voting interest. In addition, the Company expects to own 30% of Sunset at Broken Arrow LLC (which, respectively, will own and operate the planned amphitheater in Broken Arrow, Oklahoma), holding a 100% voting interest. With respect to its subsidiaries that own and develop amphitheaters, third-party members, in exchange for their capital contributions, receive an interest in the exclusive use of a specific suite at the applicable venue and also in their capacity as equity owners receive financial interests in their pro rata portion of a defined portion of the revenues generated by the venue for each event. Similarly, third-party members in Sunset Hospitality Collection, LLC, receive, in exchange for their capital contribution, distributions from revenues resulting from lease payments received on the property owned by the entity.

Restaurants — Bourbon Brothers Smokehouse & Tavern is Venu’s flagship, full-service restaurant concept. BBST serves American classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, whiskies, and local craft beers. Venu develops its BBST restaurants and BBP music halls in close proximity to one another, which allows BBST to serve as the exclusive caterer for BBP events.

31

Fine Dining, Hospitality, and Entertainment Campuses — In the fall 2025, Venu expects to open Roth’s Sea & Steak, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater. Framing either side of Roth’s will be two, configurable hospitality spaces intended to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces will be a “top-shelf” bar and lounge called Brohan’s, which will offer unobstructed views of the surrounding area Venu intends to monetize during marquee shows at Ford Amphitheater.

The following table summarizes the types of venues we operate or are constructing or plan to develop, describing each by venue type, location, expected opening date, and current status.

Venue Type	Location	Current Status*
Music Halls
BBP CO	Colorado Springs, CO	Opened in March 2019
BBP GA	Gainesville, GA	Opened in June 2023
BBP Centennial	Centennial, CO	Expected to open in the second quarter of 2026**
Outdoor Amphitheaters
Ford Amphitheater	Colorado Springs, CO	Opened in August 2024
The Sunset BA	Broken Arrow, OK	Expected to open in the summer of 2026
The Sunset El Paso	El Paso, TX	Expected to open in the fourth quarter of 2026
The Sunset McKinney	McKinney, TX	Expected to open in the third quarter of 2026
The Sunset OKC	Greater Oklahoma City area, OK	To be determined***
The Sunset Houston	Greater Houston area, TX	Expected to open in 2027****
Restaurants
BBST CO	Colorado Springs, CO	Opened in April 2017
BBST GA	Gainesville, GA	Opened in June 2023
BBST Centennial	Centennial, CO	Expected to open in the second quarter of 2026**
Fine Dining & Hospitality Collection
Roth’s Sea & Steak	Colorado Springs, CO	Expected to open in the fall of 2025
Notes Hospitality Collection	Colorado Springs, CO	Expected to open in the fall of 2025
Bars
Brohan’s	Colorado Springs, CO	Expected to open in the fall of 2025

* Projected opening dates are based on Venu’s best estimates but are subject to change.

** Venu is under contract to purchase and refurbish a music hall in the Denver metropolitan area.

*** Venu is actively assessing locations and municipal partnerships.

**** Venu is currently in active negotiations with a municipality and anticipates a site contracted in the fall of 2025.

Business Segment

We consider our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. Revenue from our customers is primarily derived from food and beverage (“F&B”) services (our “Restaurant Operations”) with a portion being served contemporaneously with live entertainment during the events and concerts that we promote and host (our “Event Operations”).

32

Event Operations. The Event Operations portion of our business involves the promotion of live music and events in our owned or operated venues, the operation and management of our venues, the creation of content from concerts and events hosted in our venues, and the provision of management and other services to artists. Between BBP CO in Colorado Springs, Colorado, and BBP GA in Gainesville, Georgia, we promote and hold hundreds of live music and other events each year. Our Event Operations business generated $1,350,418, or 30%, and $2,627,078 or 33% of our total revenue during the three and six months ended June 30, 2025. For the three and six months ended June 30, 2024, the Event Operations generated $1,351,146, or 32%, and $2,710,787, or 33% of our total revenue.

Within our Events Operations, we generate revenues through: (i) ticket sales, upsells, merchandise and fees on tickets sold directly by us or through the ticketing business that we contract with for our events; (ii) fees collected on tickets sold by other third-party platforms, such as convenience and order-processing fees and service charges; (iii) venue rentals, which occur for a variety of corporate and personal events; (iv) pre-selling naming rights to our live-entertainment venues by partnering with industry-leading brands under naming-rights agreements; and (v) sponsorship sales, which allow brands to advertise at our venues by showcasing their names and logos on a variety of sponsorship inventory curated for each of our venues and at each event we promote and host.

Restaurant Operations. Revenues generated through restaurant operations included F&B sales at our BBST restaurants and Notes Eatery. F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with F&B sales at BBP CO and BBP GA. Our Restaurant Operations business generated $2,545,178, or 57%, and $4,590,094 or 57% of our total revenue for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2024, the Restaurant Operations generated $2,824,092 or 68% and $5,404,194 or 67%, for the three and six months ended June 30, 2024.

Amphitheater Operations. The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary, the Company entered into an agreement with Anschutz Entertainment Group (“AEG”), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within the Amphitheater Operations, the Company pre-sold naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, the Company’s net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, and other operating costs within our net amphitheater revenue recognition from AEG. For future amphitheater locations the Company anticipates entering into contractual arrangements with third-party operators having terms similar to those with AEG. The Amphitheater Operations generated net revenues of $591,712 or 13%, and $769,294 or 10% of total revenue during the three and six months ending June 30, 2025, which included naming rights, net of AEG profit. There was no revenue during the three and six months ended June 30, 2024 as Ford Amphitheater was not yet open during that period.

33

Financial

Private Offerings

Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity and debt securities.

We anticipate raising additional cash through the sales of our debt and equity securities together with private sales of membership interests in certain of our subsidiary entities (including interests in our Luxe FireSuites) at our amphitheater locations, selling lease rights to certain suites at certain amphitheater projects, collaborative arrangements such as owner’s clubs, or a combination thereof, to continue to fund our construction of venues. There is no assurance that any such collaborative arrangement will be entered into or that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient funds in a timely manner, we may be forced to curtail operations or revise the timeline of our business plan.

Overview of the 2025 Three and Six-Month Interim Period Financial Comparison

For the three and six-month period ended June 30, 2025 and 2024:

● Total assets increased 36% to $242,045,523 as of June 30, 2025, up from $178,417,515 at December 31, 2024.

● Property and equipment increased 45% to $199,201,653 as of June 30, 2025, up from $137,215,936 at December 31, 2024.

● The Company generated total revenue of $4,487,307 compared to $4,175,238 for the three months ended June 30, 2025 and 2024, respectively, representing an increase of $312,069 of approximately 7% for the three months of 2^nd quarter 2025 compared to three months of 2^nd quarter 2024. The overall increase in the 2^nd quarter of 2025 was due to Ford Amphitheater being open in Q2 2025 and not yet being open in Q2 2024. We generated total revenue of $7,986,466 for the six months ended June 30, 2025 compared to $8,114,986 for the six months ended June 30, 2024. The decrease in overall revenue, year over year, was attributable several factors including the restaurant sales decrease at Notes Eatery in Colorado as it shifted its focus to a weekend brunch menu and weekday events business in 2025, softer overall F&B sales at BBST CO and weaker to date venue rentals at BBP CO in 2025. The Company chose to sell the 13141 BP land and building that was the landlord to Notes Eatery as of July 18, 2025. The Company does not expect to re-open Notes Eatery or a restaurant with a similar theme. Notes Eatery closed in operations as of July 18, 2025. The Company’s management team is also laser focused on growing top line revenues at BBST CO and BBP CO during the second half of 2025.

● Total revenue for the six months ended June 30, 2025 was $7,986,466, as compared to $8,114,981 the six months ended June 30, 2024. This decrease of $128,515 for the six months ended June 30, 2025 was primarily attributable to the decrease in overall restaurant sales period over period, as described above. The Company’s operational management team is laser focused on growing top line revenues at BBST CO and BBST GA during the second half of 2025.

● The Company had a net loss of $12,303,594 for the three months ending June 30, 2025 and $5,269,165 for the same period ending in June 30, 2024, respectively, representing an increase in net loss of $7,034,429 or approximately 134%. The Company had a net loss of $31,736,344 for the six months ending June 30, 2025 and $21,085,184 for the same period ending in June 30, 2024, respectively, representing an increase in net loss of $10,651,160, or approximately 51%. The Company attributes the increases in the areas of general and administrative expenses, along with equity compensation expenses, as these are fundamental to the Company’s expansion into additional municipalities and for business development for the sale of the Luxe FireSuites and NNNs offerings, along with capital and debt offerings, which also include expenses such as travel, business development, staff recruitment and development of such staff, along with compensation, legal, auditing, tax, marketing other professional services, and general working capital expenses. The Company anticipates these areas to continue to increase period over period as the Company expands its teams into new markets, continue construction of its entertainment campuses and growth of its balance sheet over the next several years.

● The Company’s net cash used in operating activities was $11,484,247 for the six months ended June 30, 2025, compared to net cash provided by operating activities of $6,117,748, respectively, representing an increase in cash used in operating activities of $17,602,005 or approximately 288% as compared to the prior-year period;

● The Company’s net cash used in investing activities was $39,216,643 and $31,185,229, for the periods ended June 30, 2025 and 2024, respectively, representing an increase in cash used in investing activities of $8,031,414 or approximately 26% as compared to the prior-year period; and

● The Company’s net cash provided by financing activities was $50,163,414 and $47,622,260, for the periods ended June 30, 2025 and 2024, respectively, representing an increase in cash provided by financing activities of $2,541,154 or approximately 5% as compared to the prior-year period.

34

Consolidated Results of Operations

Comparison of the Three Months Ended June 30, 2025 and 2024

To facilitate review of our discussion and analysis, the following table sets forth our financial results for the periods indicated. All information is derived from the unaudited condensed consolidated statements of operations for the three months ended June 30, 2025 and June 30, 2024, respectively.

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

Unaudited

	For the three months ended
	June 30,
	2025			2024			$ Change			% Change
Revenues
Restaurant including food and beverage revenue	$	2,545,178		$	2,824,092			(278,914	)		-10	%
Event center ticket and fees revenue		1,274,312			1,335,761			(61,449	)		-5	%
Rental and sponsorship revenue		667,817			15,385			652,432			4241	%
Total revenues	$	4,487,307		$	4,175,238			312,069			7	%
Operating costs
Food and beverage		613,546			643,857			(30,311	)		-5	%
Event center		929,498			700,188			229,310			33	%
Labor		1,118,884			1,138,564			(19,680	)		-2	%
Rent		409,959			421,678			(11,719	)		23	%
General and administrative		8,463,946			325,473			8,138,473			2501	%
Equity compensation		1,883,762			4,688,372			(2,804,610	)		-60	%
Depreciation and amortization		1,374,412			609,329			765,083			126	%
Total operating costs	$	14,794,007		$	8,527,461			6,266,546			73	%
Loss from operations	$	(10,306,700	)	$	(4,352,223	)		(5,954,477	)		137	%
Other income (expense), net
Interest expense		(2,008,284	)		(1,150,221	)		(858,063	)		75	%
Other expense		(45,725	)		-			(45,725	)		0	%
Interest income		24,291			200,779			(176,488	)		-88	%
Other income		32,824			32,500			324			1	%
Total other expense, net		(1,996,894	)		(916,942	)		(1,079,952	)		118	%
Net loss	$	(12,303,594	)	$	(5,269,165	)		(7,034,429	)		134	%
Net loss attributable to non-controlling interests		(886,361	)		(748,066	)		(138,295	)		18	%
Preferred stock dividend		16,875			-			16,875			0	%
Net loss attributable to common stockholders	$	(11,400,358	)	$	(4,521,099	)		(6,879,259	)		152	%

35

Comparison of the Six Months Ended June 30, 2025 and 2024

To facilitate review of our discussion and analysis, the following table sets forth our financial results for the periods indicated. All information is derived from the unaudited condensed consolidated statements of operations for the six months ended June 30, 2025 and June 30, 2024, respectively.

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

Unaudited

	For the six months ended
	June 30,
	2025			2024			$ Change			% Change
Revenues
Restaurant including food and beverage revenue	$	4,590,094		$	5,404,194			(814,100	)		-15	%
Event center ticket and fees revenue		2,254,751			2,660,656			(405,905	)		-15	%
Rental and sponsorship revenue		1,141,621			50,131			1,091,490			2177	%
Total revenues	$	7,986,466		$	8,114,981			(128,515	)		-2	%
Operating costs
Food and beverage		1,111,386			1,248,412			(137,026	)		-11	%
Event center		1,653,562			1,291,470			362,092			28	%
Labor		2,117,831			2,205,962			(88,131	)		-4	%
Rent		774,336			642,564			131,772			23	%
General and administrative		15,204,257			8,574,962			6,629,295			2501	%
Equity compensation		13,224,382			10,254,826			(2,804,610	)		-60	%
Depreciation and amortization		2,749,776			1,215,793			1,533,983			126	%
Total operating costs	$	36,835,530		$	25,433,989			11,401,541			45	%
Loss from operations	$	(28,849,064	)	$	(17,319,008	)		(11,530,056	)		67	%
Other income (expense), net
Interest expense		(3,058,656	)		(1,555,186	)		(1,503,470	)		97	%
Other expense		(45,725	)		(2,500,000	)		2,454,275			0	%
Interest income		151,777			226,510			(74,733	)		-33	%
Other income		65,324			62,500			2,824			5	%
Total other expense, net		(2,887,280	)		(3,766,176	)		878,896			-23	%
Net loss	$	(31,736,344	)	$	(21,085,184	)		(10,651,160	)		51	%
Net loss attributable to non-controlling interests		(2,255,381	)		(965,147	)		(1,290,234	)		134	%
Preferred stock dividend		16,875			-			16,875			0	%
Net loss attributable to common stockholders	$	(29,464,088	)	$	(20,120,037	)		(9,344,051	)		46	%

36

Revenue

Total revenue ended for the three months ended June 30, 2025 was $4,487,307, as compared to $4,175,238 for the three months ended June 30, 2024, an overall increase of $312,069 or 7%. Total revenue ended for the six months ended June 30, 2025 was $7,986,486, as compared to $8,114,981 for the six months ended June 30, 2024, an overall decrease of $312,069 of 2%. The overall increase in the three months ended June 30, 2025 was primarily attributable to Ford Amphitheater being open in the three months ended June 30, 2025 compared to not yet being open for the three months ended June 30, 2024. The Company anticipates this revenue to continue to grow in seasonality during the second quarter of each year as Ford will be open April through October each year.

Amphitheater operations generated net revenue (defined as profit after Venu’s split with AEG Presents Rocky Mountains (“AEG”), the operator of the amphitheater), with receipts from the Company’s naming rights agreements (which are outside of VENU’s AEG partnership agreement), combined for $597,712 and $769,296, for the three and six months ended June 30, 2025. Over the 2025 season to date. 10 shows occurred at Ford Amphitheater through June 30, 2025, this location generated gross receipts of $4.7 million. These gross receipts, which are inclusive of ticket sales, concessions, ticketing fees, premium upgrades, as well as other receipts, are subject to the split with AEG. The Ford Amphitheater, booked and operated in partnership with AEG Presents Rocky Mountains, had over 35,000 attendees for the 10 shows through June 30, 2025 an average of $134 per ticket.

The opening of Roth’s Sea and Steak, Brohan’s and Notes Hospitality Collection in late 2025 and being fully operational for the 2026 season are expected to contribute increased revenues. In addition, and as stated above, the Company’s operational management team is laser focused on growing top line revenues at BBST CO and BBST GA during the second half of 2025.

Operating Expenses

Food and Beverage Costs. The Company’s food and beverage costs decreased $30,311 to a total of $613,546 during the three months ended June 30, 2025, respectively, as compared to a total of $643,857 for the three months ended June 30, 2024, the same period in the prior year. The Company’s food and beverage costs decreased $137,026 to a total of $1,111,386 during the six months ended June 30, 2025, as compared to a total of $1,248,412 for the six months ended June 30, 2024. For both the three and six months ended June 30, 2025 compared to June 30, 2024, the cost decreases were primarily driven by our decrease in overall sales volumes for both periods.

Event Center Costs. The costs attributed to the Company’s event centers increased $229,310 up to a total of $929,498 during the three months ended June 30, 2025, respectively, as compared to a total of $700,188 for the three months ended June 30, 2024. The costs attributed to the Company’s event centers increased $362,092 up to a total of $1,653,562 during the six months ended June 30, 2025, as compared to a total of $1,291,470 for the six months ended June 30, 2024. The increase in both periods was primarily attributed to the increase in talent expenses.

Labor Costs. The Company’s labor costs decreased $19,680 during the three months ended June 30, 2025 respectively, as compared to the same period in the prior year, totaling $1,118,884 for the three months June 30, 2025 and $1,138,564 for the three months June 30, 2024. The Company’s labor costs decreased $88,131 during the six months ended June 30, 2025, as compared to the same period in the prior year, totaling $2,117,831 for the three months June 30, 2025 and $2,2205,962 for the six months June 30, 2024. The decrease was primarily due to management’s efforts to keep costs trimmed for that same time period.

Rent Costs. Rent costs decreased quarter over quarter moving from $409,959 during the three months ended June 30, 2025, respectively, as compared to $421,678 during the three months ended June 30, 2024. The decrease in costs of $11,719 in the second quarter of 2025 was due to decreases in cams expenses over several locations compared to the second quarter of 2024. Rent costs increased $131,772 during the six month period ended June 30, 2025 to $774,336 as compared to $642,564 during the six month period ended June 30, 2024. The increase between periods is primarily attributable to insurance and an additional corporate leased space in McKinney, Texas.

General and Administrative and Equity Compensation Expenses. The Company’s general and administrative expenses increased $8,138,473 during the three months ended June 30, 2025, offset by equity compensation expenses decreasing $2,804,610 as compared to the same period in the prior year for the three months ended June 30, 2024, for a net increase of these expenses totaling $5,333,863. The Company’s general and administrative expenses increased $6,629,295 during the six months ended June 30, 2025. The Company’s increases in these areas of expenses were the result of the Company’s expansion into additional municipalities and for business development for the sale of the Luxe FireSuites and NNNs offerings, which also included expenses such as travel, business development, staff recruitment and development of such staff, along with compensation, legal, auditing, tax, marketing other professional services, and general working capital expenses. The Company anticipates these areas to continue to increase period over period as the Company expands its teams into new markets, continue construction of its entertainment campuses and anticipated growth of its balance sheet over the next several years. The Company’s equity compensation expenses increased by $2,969,556 during the six months ended June 30, 2025 due to various equity awards granted during the period to employees, consultants and service providers as the Company, among other things, granted 2.5 million options in January 2025 in connection with the closing of its McKinney TX property.

Depreciation and Amortization Costs. Depreciation and amortization costs for the Company increased $765,083 for a total of $1,374,412 in the three months ended June 30, 2025 compared to $609,329 during the three months ended June 30, 2024. During the 2025 year periods, the Company had additional assets depreciated in the three and six months ended June 30, 2025 for the Ford Amphitheater in Colorado compared to the same periods ended June 30, 2024.

Other Expense

For the three months ended June 30, 2025 and 2024, other expense totaled $45,725 and $0, respectively. The increase in other expense quarter over is due to a non-recurring expense that occurred in 2025 that was not present in 2024. For the six months ended June 30, 2025 other expenses totaled $45,725 compared to other expenses totaling $2,500,000 during the six months ended June 30, 2024, with the expenses during the 2024 year period primarily attributable to a financing expense the Company recognized on a convertible promissory note issued in January 2024 (being the note issued to KWO described in this report).

Interest Expense

The Company had net interest expense of approximately $2,008,284 and $1,150,221 for the three months ended June 30, 2025 and 2024, respectively. We had net interest expense of approximately $3,058,656 and $1,555,186 for the six months ended June 30, 2025 and 2024, respectively. This increase in the 2025 periods was primarily due to the addition of the convertibles promissory notes that we issued during the first two quarters of 2025, along with the amortization of the debt discount fees on the warrants of such convertible debt.

37

Other Income

Roth Industries, LLC (“Roth Industries”), a related party, pays Venu licensing fees pursuant to a license granted by Venu to Roth Industries to use the trademark, tradename, and likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food products sold in retail grocery stores and other retail outlets where food products are sold. The licensing fee paid by Roth Industries to Venu is in the form of a royalty equal to $2,500 per week which did not change from 2024 to 2025. the Company recognized licensing fees from Roth Industries, totaling $35,000 and $35,000 for the three months ended June 30, 2025 and 2024 and $70,000 and $70,000 during the six months ended June 30, 2025 and 2024, respectively, for Roth’s licensing use of the Bourbon Brothers brand in grocery products since the Company holds the exclusive license to use the brand. The Company had $172,500 and $107,500 in receivables from Roth as of June 30, 2025 and December 31, 2024, respectively. The amounts received were recorded in other income in the condensed consolidated statements of operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the condensed consolidated balance sheet.

Factors that May Influence Future Results of Operations

Impact of Macroeconomic Conditions

We continue to monitor the impact of macroeconomic conditions, including inflationary pressure, potential for recession, instability of capital markets, consumer-spending habits, costs of goods, changes to fiscal and monetary policies, interest rate fluctuations, access to capital, the favorability of lending terms, prolonged supply-chain constraints, and geopolitical trends, on all aspects of our business, including how those factors may impact our operations, workforce, suppliers, ability to raise additional capital to fund operating and capital expenditures, sales, and profitability.

The extent of the impact of these factors on our business will depend on future developments that are highly uncertain and cannot be confidently predicted at this time. To date, these factors have not had a material impact to our results of our operations or development efforts. However, if macroeconomic conditions deteriorate or there are unforeseen developments, our results of operations, financial condition, and cash flows may be adversely affected.

Rising Interest Rates

A prevailing trend that has impacted our business is rising and steadily high interest rates. Since March 2022, the Federal Reserve has increased interest rates a total of eleven times, with the last hike occurring in July 2023 when target interest rates reached a range of 5.25% to 5.50%, with a benchmark rate at about 5.4%, the highest level in more than two decades. In December 2024, the Federal Reserve lowered the benchmark rate by 50 basis points, reducing the rate to the range of 4.25% to 4.50%. Although the Federal Reserve has indicated that additional rate reductions could occur in the remainder of 2025 and in 2026, the timing and extent of those rate cuts are uncertain. Although Venu was fortunate to have access to attractive debt capital and to purchase land to be developed into entertainment campuses on favorable terms by negotiating with various municipalities and forming public-private partnerships, had those lending opportunities not been available, volatility in interest rates would have increased the cost of borrowing and required us to agree to loan terms that were less favorable for borrowers. Furthermore, interest-rate increases may reduce the affordability of our land-development projects due to increased debt-servicing costs. Volatility in interest rates affect the demand for, and price of real estate. A rise in interest rates increases the cost while lowering the availability of debt financing. Increased borrowing costs would drive the costs of our development projects and inflate our project budgets.

38

Inflation

Another trend that impacted our business throughout 2024 and that has continued to impact our business during 2025 has been the increase in inflation nationwide, which at times has gone hand in hand with the rising interest rate environment. With respect to project execution, inflation increased the cost of building materials and labor types, creating upward pressure on the costs of constructing and developing our event venues. Third parties that we contracted with, such as developers and contractors, were impacted by rising inflation rates and the corresponding rise in the costs of goods and services used in their businesses. Their ability to do business with us could be impacted by steadily high rates of interest and inflation, which could impact our profitability.

In addition to impacting our project construction and development costs, inflation also lead to higher costs for ingredients, supplies, utilities, and labor, all of which are essential components of operating restaurants and venues. While we were able to offset some of those costs by adjusting menu prices at our restaurants, we had to balance those adjustments with consumer sentiment to ensure that we did not deter customers from dining with us and in turn impact our overall sales volume. Inflation also impacts consumer-spending habits. As the costs of everyday goods and services rise, customers may become more hesitant to spend discretionary funds on restaurant dining.

We continue to monitor the impacts of high interest rates and inflation on our business and will continue to proactively seek cost-saving measures, negotiate with municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending terms.

Liquidity and Capital Resources

The Company have devoted substantially all of its efforts to developing its business plan to market expansion, growing its staff, raising capital, opening and operating our restaurants and event venues in Colorado and Georgia and planning venues in new markets, such as Oklahoma and Texas, growing into additional markets, while closing on its initial public offering that closed on November 29, 2024. While its primary focus is building venues in these additional markets which drives its balance sheet, its secondary focus is the development agreements in new markets. While we undergo the construction of these venues in 2025 and 2026 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate this new collection of venues.

When comparing our year-after-year interim financials, we had an accumulated deficit of $76,842,171 and $47,361,208 as of June 30, 2025 and December 31, 2024, respectively, with cash flows used in operations of $11,484,247 for the six months ended June 30, 2025 and provided by $6,117,758 for the six months ended June 30, 2024, respectively. Additionally, we experienced an increase in net loss from $21,085,184 to $31,736,344 for the six-month period ended June 30, 2025 compared to the same period in 2024. The Company believes the majority of net loss in the 2025 period was largely due to our efforts to non-recurring expense due to continuing to develop our business plan, growing our staff, raising capital, planning venues in new markets, such as Oklahoma and Texas, along with equity-based compensation that was issued for non-cash financing.

In addition, the Company grew its property and equipment, net, to $199,201,653 as of June 30, 2025 compared to $137,215,936 as of December 31, 2024, which represents an increase of 45%, over the six-month period.

39

On January 17, 2024, the Company entered into a convertible promissory note (“Note”) with KWO, LLC (“KWO”), to accrue interest at 8.75% per annum, for draws to occur between March 2024 to May 2024 to be used towards Sunset Colorado construction. The first draw commenced March 1, 2024 with the maturity date of February 28, 2025. At any time during the period commencing June 1, 2024 and continuing until the date on which the Note is paid in full, KWO could convert the outstanding obligations under the Note into Company common stock of equivalent value, and the Company shares were deemed to have a fixed value of $10 per share. On June 3, 2025, KWO delivered a notice of its election to convert all amounts owed to KWO under the Note 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.

On April 30, 2024, the Company executed a term sheet with the City of El Paso, Texas, and then later in June 2024 and July 2024 entered into a Chapter 380 Economic Development Program Agreement (the “Chapter 380 Agreement”), a Purchase and Sale Agreement, and related transaction documents (collectively, the “Definitive El Paso Agreements”). On May 13, 2025, the Company (through a wholly owned subsidiary) acquired an approximately 20-acre tract of land where it will develop The Sunset Amphitheater in El Paso, Texas pursuant to the Definitive El Paso Agreements. Under the Definitive El Paso Agreements the City of El Paso provided various incentives to the Company related to the development of The Sunset El Paso including contributing cash towards Venu’s development costs by issuing an eight-year, no-interest, forgivable loan to Venu (the “El Paso Loan”) in the principal amount of $8,000,000 funded by the Texas Economic Development Fund. If the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all government authorizations required to develop and construct the amphitheater (such process, “Entitlement”) and hosts a minimum of 25 events per year at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven.

During the six months ended June 30, 2025 the Company issued a series of convertible promissory notes having the same terms:

● The Company issued a $6,000,000 principal amount convertible promissory note on February 28, 2025, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lender was also issued a warrant that is exercisable to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share.

● On April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 in total principal amount convertible promissory note, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share.

● On May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 in total principal amount convertible promissory note, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share.

On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of $15,000,000 principal and $423,667 accrued interest, representing a conversion price of $10 per common share, due under certain convertible promissory notes.

On May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into Credit Agreement with Pueblo Bank & Trust, as lender (the “Lender”) for a draw down term loan (the “Construction Loan”). The Construction Loan has a term of seventy months, maturing on March 27, 2031 (the “Maturity Date”). Beginning on the closing date, and continuing until no later than May 27, 2026 (the “Draw Period”), assuming that there has not been an “Event of Default” (as defined in the Credit Agreement) and that the Company has complied with all requirements under the documents and agreements governing the Construction Loan, the Company may from time-to-time request advances under the Construction Loan not to exceed an aggregate amount of $6 million. Obligations under the Construction Loan are secured under, and by, a deed of trust, various assets of the Company pledged pursuant to a security agreement, together with an assignment of leases and rents, and personal guaranties extended by certain Company affiliates. The balances at June 30, 2025 and December 31, 2024 was $2,658,215 and $0. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by JW Roth, the Company’s Chairman and CEO.

Cash Flows

The following information reflects cash flows for continuing operations for the three-month periods presented:

	Six Months Ended June 30,
	2025			2024
Cash and cash equivalents at beginning of period	$	37,969,454		$	20,201,104
Net cash used in operating activities		(11,484,247	)		6,117,758
Net cash used in investing activities		(39,216,643	)		(31,185,229	)
Net cash provided by financing activities		50,163,414			47,622,260
Cash and cash equivalents at end of period	$	37,431,978		$	42,755,893

Net Cash Used in Operating Activities

Net cash used in operating activities was $11,484,247 and net cash provided by operating activities was $6,117,758 during the six months ended June 30, 2025 and 2024, respectively. The decrease of $17,602, 005 in cash used during the six month of 2025 compared to the six months of 2024 was primarily attributable to the increases in net loss, decreases in accounts payable, offset by the increases in accrued expenses.

40

Net Cash Used in Investing Activities

Net cash used in investing activities was $39,216,643 and $31,185,229 during the six months ended June 30, 2025 and 2024, respectively. The increase of $8,031,414 in cash used during the six months of 2025 compared to the six months of 2024 was primarily attributable to the increase in the purchase of property and equipment and the investment in EIGHT Brewing over the six-month period.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $50,163,414 and $47,622,260 during the six months ended June 30, 2025 and 2024, respectively. The increase of $2,541,154 in cash provided during the six months of 2025 compared to the six months of 2024 was primarily attributable to increases in proceeds from the sale of non-controlling interest equity and receipts of the convertible promissory notes.

The Company announced the structured financing model of its Luxe FireSuites available for fractional ownership of its Sunset at McKinney and Sunset at Broken Arrow locations in late February 2025, which allows an investor to purchase a membership unit and acquire rights to fractional ownership via a suite with 25% down payment on the membership unit and pay the remaining 75% of their capital commitment over a 20-year amortization. In addition, the Company announces the model of is Luxe Firesuites available for NNN ownership allowing unique suite ownership for seating for 4-10 fans based on investment level, providing unparalleled financial benefits, investment through guaranteed rents (at applicable locations), and depreciation advantages.

Significant Accounting Policies and Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make significant judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases these significant judgments and estimates on historical experience and other assumptions it believes to be reasonable based on information presently available. Actual results could differ from those estimates under different assumptions, judgments, or conditions.

Significant estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long-lived assets; depreciable lives of property, plant, and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income-tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; and estimates of fair value used in the private stock valuations used for equity-based compensation and warrants.

Revenue Recognition

We recognize revenue in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires us to allocate the transaction price received from our customers to separate and distinct performance obligations and to recognize revenue upon the satisfaction of our performance obligations. We recognize revenue from our sale to customers of F&B products at our restaurants when the F&B products are transferred to the customer. We recognize revenue from the rental of our venues and from tickets and related fees for concerts or shows performed at our venues when the event, concert, or show occurs. We recognize naming rights and sponsorship revenue over the life of the naming rights and sponsorship agreements.

We record amounts collected prior to the event as deferred revenue until the event occurs. We record amounts collected from our sponsorship agreements, which do not relate to a single event, as deferred revenue and recognize those amounts over the term of the agreements as the sponsorship benefits are provided to our sponsors.

41

The Company contracted with a subsidiary of the Anschutz Entertainment Group (“AEG”), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August 2024. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. We generate net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, etc. within our net amphitheater revenue recognition from AEG.

Investments in Related Parties

We have non-controlling interest investments in related parties. We account for certain of our investments in related parties using a practical expedient to measure those investments that do not have a readily determinable fair value in accordance with ASC 321, Investments — Equity Securities; ASC 325, Investments — Other; ASC 810, Consolidation; and ASC 820, Fair Value Measurement. Our investments in related parties are initially recognized at cost, and any income or loss resulting from such investments are recognized on our consolidated statements of operations, net of operating expenses. The carrying value of our related-party investments are assessed for indicators or impairment at each balance-sheet date, such that each investment is derecognized upon the sale or impairment of our interest in the investment. See “Non-controlling Interest and Variable Interest Entities” for further discussions of the entities that are majority-owned subsidiaries and variable interest entities.

We own 526,166 preferred units for approximately $550,000, or 2%, of Roth Industries, of which JW Roth, the founder, manager, and chairman, is Venu’s chairman and chief executive officer. Our officers and directors are also minority equity owners of Roth Industries. We currently account for our investment in Roth Industries using ASC 325, Investments — Other. The Company invested in Innovate CPG, Inc. for a total 526,166 shares (for a total purchase price of $5,261.66) in May 2025. As a shareholder of Roth Industries, the Company had the right to invest in this newly formed corporation whose primary focus will be to acquire certain rights and brands from Roth Industries and expand and grow those brands separate from Roth Industries with the intent to facilitate the more efficient and accelerated expansion and development of the assets of that brand.

Leases

We account for our leases in accordance with ASC 842, Leases, pursuant to which our leases are classified as either operating or financing leases and recorded in our consolidated balance sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term, including any renewal options that are likely to be exercised, at the rate set forth or implied in the lease. In calculating the right-of-use asset and lease liability, we elect to combine lease and non-lease components as permitted under ASC 842. As an accounting-policy election, we exclude short-term leases having initial terms of 12 months or less and expense payments on those short-term leases as they are made.

Business Combinations

On June 26, 2024, Notes Live Real Estate, LLC, a wholly owned subsidiary of Venu, purchased 100% of the membership units of 13141 BP, LLC from its members for an aggregate purchase price of $2,761,000, which Venu paid to the members on a pro-rata basis through the issuance of 276,100 shares of Common Stock, valued at their current fair market value of $10.00 per share.

42

Warrants and Options

During the six months ended June 30, 2025, the Company granted a total of 4,297,500 warrants and options, with (i) 2,500,000 total options granted to JW Roth and Kevin O’Neil as part of the closing upon the real property in McKinney and each agreeing to serve as a personal guarantor of a promissory note issued at that closing, (ii) 900,000 warrants issued to investors as part of the convertible promissory note offering, (iii) an additional 465,000 in total warrants and options for contributed services and (iv) 432,500 to employees and directors.

As of June 30, 2025, there was a total of 7,601,352 warrants (and stock options) exercisable with an aggregate intrinsic value of $25,667,460. For the total warrants and stock options outstanding of 9,587,406 as of June 30, 2025, the aggregate intrinsic value was $32,218,705. As of June 30, 2025, there was $7,063,617 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants and options included as a charge to operating expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 was $1,883,762 and $13,053,055. Equity-based compensation for the three and six months ended June 30, 2024, respectively was $4,688,372 and $10,254,826. The cost is expected to be recognized over a weighted-average period of 4.63 years.

Non-controlling Interest and Variable Interest Entities

The non-controlling interest (“NCI”) represents capital contributions and distributions, income and loss attributable to the owners of less than wholly owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI shareholders in the accompanying Condensed Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified in the Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income (loss) to arrive at the net income (loss) attributable to the Company. The Company has evaluated its investments in unconsolidated entities in order to determine if they qualify as variable interest entities (“VIEs”). The Company monitors these investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated.

The Company accounts for the change in its ownership interest while it retains its controlling financial interest in its majority-owned subsidiaries or VIEs as equity transactions. The carrying value of the NCI should be adjusted to reflect the change in the Company’s ownership interest in the subsidiary, and differences between the fair value of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable to the Company. This may be shown as NCI and as additional paid in capital to the Company when combined agree to the non-controlling issuance of shares as shown in the Condensed Consolidated Statement of Change in Stockholders’ Equity.

If a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests are remeasured with the gain or loss reported to net earnings. These may be majority-owned subsidiaries or variable interest entities that the Company has 100% voting control of.

The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of June 30, 2025:

	BBPCO			GAHIA			HIA			Sunset CO			Sunset MC			Sunset BA			SHC			Sunset McK			Venu VIP			Venu Inc			Notes CS 1			El Paso			Total
Balance at December 31, 2024		(91,207	)		6,631,807			585,324			20,093,064			(65,428	)		110,810			3,137,215			4,595,687			(3,595	)		-			100,625			-			35,094,303
Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/25		(6,373	)		77,831			(3,023	)		(741,280	)		177			(88,367	)		(145,314	)		(458,850	)		(2,629	)		(700	)		(492	)		-			(1,369,020	)
Non-controlling interest issuance of shares		-			-			-			-			-			2,596,672			13,770,625			10,953,701			-			15,968			9,261			-			27,346,228
Distributions to non-controlling shareholders		-			(98,064	)		(909	)		-			-			-			-			-			-			-			(6,453	)		-			(105,426	)
Balance at March 31, 2025		(97,580	)		6,611,574			581,392			19,351,784			(65,251	)		(8,892	)		16,762,526			15,090,538			(6,224	)		15,268			102,941			-			60,966,085
Net income (loss) attributable to non-controlling interest 4/1-6/30/25		(10,417	)		79,989			(2,494	)		(693,602	)		-			367,084			(270,898	)		(338,617	)		(1,204	)		(3,365	)		(4,954	)		(7,881	)		(886,359	)
Non-controlling interest issuance of shares		-			-			-			-			-			468,182			296,999			12,724,912			-			64,078			162,958			4,122			13,721,252
Distributions to non-controlling shareholders		-			(109,714	)		(909	)		-			-			-			-			-			-			(9,367	)		(26,369	)		-			(146,359	)
Balance at June 30, 2025		(10,417	)		(29,725	)		(3,403	)		(693,602	)		-			835,266			26,101			12,386,295			(1,204	)		51,346			131,635			(3,759	)		12,688,534

43

The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2024:

	BBPCO		GAHIA		HIA		Sunset CO		Sunset MC		Sunset BA		SHC		Sunset McK		Sunset El		Venu Inc		Venu VIP			Notes DST		Total
ASSETS
Cash		260,107		212,512		100,475		31,663		1,414,974		767,752		5,723,088		11,808,891		101,469		-		2,342			205,922		20,629,195
Property and equipment, net		40,583		10,631,874		10,277,794		47,620,003		36,724		22,745,062		12,172,841		1,980,140		202,483		-		-			-		105,707,504
Other assets		1,191,762		186,356		723,801		98,108		-		-		349,945		10,086,179		-		-		11,187			11,000		12,658,338
Total assets		1,492,452		11,030,742		11,102,070		47,749,774		1,451,698		23,512,814		18,245,874		23,875,210		303,952		-		13,529			216,922		138,995,037
LIABILITIES
Accounts payable		59,419		413		34,516		95,655		-		13,507,259		2,669,239		430,518		76,039		-		14,829			139,779		17,027,666
Accrued expenses and other		365,638		14,452		191,565		167,047		-		2,535,164		92,112		124,322		-		-		-			-		3,490,300
Other long-term liabilities		1,054,770		4,190,509		3,305,253		11,963,333		-		550,000		-		879,424		-		-		-			-		21,943,289
Total Liabilities		1,479,827		4,205,374		3,531,334		12,226,035		-		16,592,423		2,761,351		1,434,264		76,039		-		14,829			139,779		42,461,255
Stockholders’ Equity & NCI		12,625		6,825,368		7,570,736		35,523,739		1,451,698		6,920,391		15,484,523		22,440,946		227,913		-		(1,300	)		77,143		96,533,782
Total liabilities and equity		1,492,452		11,030,742		11,102,070		47,749,774		1,451,698		23,512,814		18,245,874		23,875,210		303,952		-		13,529			216,922		138,995,037

The following table provides a summary of the Company’s non-controlling interests for the three-month periods ended June 30, 2025 and June 30, 2024:

	BBPCO			GAHIA			HIA			Sunset CO			Sunset MC			Sunset BA			SHC			Sunset McK			Venu VIP			Venu Inc			Notes CS 1			El Paso			Total
Balance at December 31, 2024		(91,207	)		6,631,807			585,324			20,093,064			(65,428	)		110,810			3,137,215			4,595,687			(3,595	)		-			100,625			-			35,094,303
Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/25		(6,373	)		77,831			(3,023	)		(741,280	)		177			(88,367	)		(145,314	)		(458,850	)		(2,629	)		(700	)		(492	)		-			(1,369,020	)
Non-controlling interest issuance of shares		-			-			-			-			-			2,596,672			13,770,625			10,953,701			-			15,968			9,261			-			27,346,228
Distributions to non-controlling shareholders		-			(98,064	)		(909	)		-			-			-			-			-			-			-			(6,453	)		-			(105,426	)
Balance at March 31, 2025		(97,580	)		6,611,574			581,392			19,351,784			(65,251	)		(8,892	)		16,762,526			15,090,538			(6,224	)		15,268			102,941			-			60,966,085
Net income (loss) attributable to non-controlling interest 4/1-6/30/25		(10,417	)		79,989			(2,494	)		(693,602	)		-			367,084			(270,898	)		(338,617	)		(1,204	)		(3,365	)		(4,954	)		(7,881	)		(886,359	)
Non-controlling interest issuance of shares		-			-			-			-			-			468,182			296,999			12,724,912			-			64,078			162,958			4,122			13,721,252
Distributions to non-controlling shareholders		-			(109,714	)		(909	)		-			-			-			-			-			-			(9,367	)		(26,369	)		-			(146,359	)
Balance at June 30, 2025		(10,417	)		(29,725	)		(3,403	)		(693,602	)		-			835,266			26,101			12,386,295			(1,204	)		51,346			131,635			(3,759	)		12,688,534

	BBPCO			GAHIA			HIA			Sunset CO			Sunset MC			Sunset BA			SHC			Sunset McK			Total
Balance at December 31, 2023		(118,444	)		6,733,243			601,110			21,620,755			288,653			47,106			2,053,440			-			31,225,863
Net income (loss) attributable to Non-Controlling Interest 1/1-3/31/24		15,652			82,506			(3,000	)		(245,133	)		(28,043	)		(14,036	)		(24,839	)		(188	)		(217,081	)
Non-controlling interest issuance of shares		-			-			-			-			33,078			235,993			1,993,498			98,818			2,361,387
Distributions to non-controlling shareholders		-			(123,141	)		(909	)		-			-			-			-			-			(124,050	)
Balance at March 31, 2024		(102,792	)		6,692,608			597,201			21,375,622			293,688			269,063			4,022,099			98,630			33,246,119
Net income (loss) attributable to Non-Controlling Interest 4/1-6/30/24		11,469			94,097			(3,107	)		(364,690	)		(38,086	)		(97,866	)		(325,036	)		(24,847	)		(748,066	)
Non-controlling interest issuance of shares		-			-			-			338,742			(130,839	)		77,419			752,789			1,255,368			2,293,479
Distributions to non-controlling shareholders		-			(146,173	)		(909	)		-			-			-			-			-			(147,082	)
Balance at June 30, 2024		(91,323	)		6,640,532			593,185			21,349,674			124,763			248,616			4,449,852			1,329,151			34,644,450

Off-Balance Sheet Arrangements

We do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, as a part of our ongoing business. Accordingly, we did not have any off-balance sheet arrangements during any of the periods presented.

Stockholders’ Equity

On September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to “Venu Holding Corporation” and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one basis to shares of “Common Stock.” As of the filing of the Amended and Restated Articles of Incorporation, the Company’s authorized capital does not include Class A Voting Common Stock. As of June 30, 2025, the Company has 379,990 shares of Class B Non-Voting Common Stock and 40,080,292 shares of Common Stock issued and outstanding.

Except for any differences in voting privileges or in the contractual rights or limitations assigned or afforded to a specific series of stock in connection with a merger, acquisition, or strategic transaction, the shares of Common Stock and Class B Non-Voting Common Stock have the same preferences, limitations, and relative rights. Each holder of Common Stock is entitled to one vote per share of Common Stock held of record by such holder on all matters on which shareholders generally are entitled to vote. Except as required by law, holders of the Class B Non-Voting Common Stock have no voting power with respect to their shares of Class B Non-Voting Common Stock, and the shares of Class B Non-Voting Common Stock are not entitled to vote on any matter submitted to the shareholders.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item.

JOBS Act Accounting Election

In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” (an “EGC”) may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. As an EGC under the JOBS Act, the extended transition period provided in Section 7(a)(2)(B) of the Securities Act allows us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public-company effective dates.

44

Other exemptions and reduced reporting requirements under the JOBS Act for EGCs include presentation of only two years of audited financial statements in a registration statement for an initial public offering, an exemption from the requirement to provide an auditor’s report on internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board, along with less extensive disclosure about our executive compensation arrangements. We plan to take advantage of these reduced disclosure requirements and exemptions until we are no longer considered an EGC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Emerging Growth Company Status

We are a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are therefore subject to reduced public company reporting requirements. As a smaller reporting company, pursuant to Item 305(e) of Regulation S-K promulgated under the Securities Act, we are not required to provide the information required by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934. These controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is communicated to the principal executive officer and our principal financial officer. Based on that evaluation, our principal executive officer and our principal financial officer concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective due to the material weakness in our internal controls over financial reporting described in our Annual Report on Form 10-K for the year ended December 31, 2024, with respect to the Company having limited accounting personnel and as such, is unable to properly segregate duties relating to the Company’s internal controls over financial reporting. In addition, Venu’s financial close process was not sufficient. While Venu has processes to identify and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its systems, processes, and human capital resources with respect to its accounting and finance functions. The elements of Venu’s remediation plan can only be accomplished over time with the addition of experienced accounting and finance employees and, where necessary, external consultants, and with enhanced accounting systems and financial close processes.

While we have processes to identify and appropriately apply applicable accounting requirements, the Company’s remediation plan is continue to enhance our system of evaluating and implementing the accounting standards that apply to segregate our duties and systems, while also continuing to grow our experienced accounting personnel, including enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time with the addition of experienced accounting employees and external consultants and with enhanced accounting systems and financial close processes.

Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2025, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management has identified material weakness in internal controls as described above. While we have processes to identify and appropriately apply applicable accounting requirements, we grew our accounting 34% staff during the six months ended June 30, 2025 compared to June 30, 2024 and will continue to evaluate our experienced staffing needs to segregate duties to mitigate the risk of material misstatement due to fraud or error, including enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications and to improve our financial reporting processes.

Inherent Limitations on Effectiveness of Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believes that disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that the disclosure controls and procedures or the internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

45

PART II

ITEM 1. LEGAL PROCEEDINGS.

From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business. We are not currently engaged in any legal proceedings that are expected, individually or in aggregate, to have a material adverse impact on our financial position or results of operations.

ITEM 1A. RISK FACTORS.

As a smaller reporting company, we are not required to provide disclosure pursuant to this Item 1A. However, in addition to other information set forth in this Quarterly Report, you should carefully consider the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, and elsewhere in this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition, and operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Unregistered Sales of Equity Securities

As previously disclosed, on June 3, 2025, we issued 1,007,292 shares of our Common Stock to KWO, LLC in full satisfaction of a convertible note originally issued to KWO, LLC in January 2024. The shares were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.

As previously disclosed, on June 16, 2025, we issued 675 shares of Series B 4.0% Cumulative Redeemable Convertible Preferred Stock to Aramark Sports and Entertainment Services, LLC, with an aggregate purchase amount of $10.125 million. Each share of Series A Preferred Stock is convertible into 1,000 shares of Common Stock. The shares were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.

In April 2025, we issued a consultant 10,000 shares of our Common Stock in consideration for services rendered to the Company. The shares were offered and sold in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

In May 2025, we issued a consultant 10,000 shares of our Common Stock in consideration for services rendered to the Company. The shares were offered and sold in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

On June 22, 2025, we issued 1,542,367 shares of Common Stock in full satisfaction of all principal and accrued interest due under certain promissory notes. The shares were offered and sold in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

On July 22, 2025, we issued 103,667 shares of Common Stock upon the conversion of a secured promissory note to satisfy 50% of the outstanding obligations owed thereunder. The shares were offered and sold in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

No underwriters were involved in the above transactions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

During the quarter ended June 30, 2025, none of the Company’s directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation S-K.

Elimination of Series A Preferred Stock

On August 12, 2025, the Company filed a revocation with the Secretary of State of the State of Colorado to eliminate from its Articles of Incorporation all matters set forth in the Certificate of Designation, Preferences and Rights with respect to its Series A 8.0% Cumulative Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”). No shares of Series A Preferred Stock were issued, and shares of preferred stock previously designated as Series A Preferred Stock have reverted to being designated as authorized but unissued shares of preferred stock.

Leak-Out Agreements

As previously disclosed, our officers, directors, and certain other shareholders have entered into agreements that contractually restrict their ability to sell or transfer a portion of their shares during the first three-year period in which our Common Stock is listed on a national stock exchange or otherwise publicly quoted on the OTC. With respect to non-affiliates who are subject to similar contractual leak-out restrictions, in most cases such persons are, absent a waiver from the Company, prohibited from selling or transferring greater than 10% of their shares in any twelve-month period through November 25, 2027.

Of the 40,311,231 shares of Common Stock that are issued and outstanding as of August 14, 2025:

■ approximately 8,441,800 are freely tradable in the public market without restriction on transfer or subject to contractual “leak-out” restrictions or limitations.

■ 31,869,430 are subject to “leak-out” restrictions, of which 6,614,064 are to be released of these restrictions on November 25, 2025; 3,208,885 are to be released of these restrictions on November 25, 2026; 22,042,981 are to be released of these restrictions on November 25, 2027; and 3,500 are scheduled released of these restrictions on November 25, 2028.

Of the aggregate of 14,748,148 shares beneficially owned by our officers and directors as of August 14, 2025:

■ 8,630,657 shares are subject to “leak-out” restrictions, of which 1,106,179 are to be released of these restrictions on November 25, 2025; 941,481 are to be released of these restrictions on November 25, 2026; and 6,582,997 are to be released of these restrictions on November 25, 2027.

■ 6,117,491 are not subject to the “leak-out” restrictions.

The aforementioned leak-out restrictions terminate if, at any time before November 25, 2025, the closing sales price of the Company’s Common Stock is at or above $25 for ten consecutive trading days.

Following the restrictive periods set forth in the agreements described above, and assuming that no parties are released from these agreements and that there is no extension of the restricted period, shares of our Common Stock will be eligible for sale in the public market in compliance with Rule 144 or another exemption under the Securities Act or pursuant to the registration statement of which this prospectus forms a part.

46

ITEM 6. EXHIBITS.

Exhibit Number	Description
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15D-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15D-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
104.*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed electronically herewith.

47

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 thereunto duly authorized.

	Venu Holding Corporation
Date: August 14, 2025	By:	/s/ JW Roth
		JW Roth
		Chief Executive Officer and Chairman
Date: August 14, 2025	By:	/s/ Heather Atkinson
		Chief Financial Officer

48