Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): January 7, 2025

VENU HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Colorado

001-42422

82-0890721

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1755 Telstar Drive, Suite 501

Colorado Springs, Colorado

80920

(Address of Principal Executive Offices)

(Zip Code)

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

Not Applicable

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company ☒

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

Item 8.01 Other Events.

On January 7, 2025, Venu Holding Corporation (the “Company”) issued a press release regarding its sales of fire pit suites for the month of December 2024 and for the year. A copy of that press release is furnished with this report as Exhibit 99.1. The information furnished under this Item 8.01, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release dated January 7, 2025
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	VENU HOLDING CORPORATION
	(Registrant)

Dated: January 8, 2025	By:	/s/ J.W. Roth
		J.W. Roth
		Chief Executive Officer and Chairman

Exhibit 99.1

Record December Drives Venu Holding Corporation’s Fire Pit Suite Sales to $77.7 Million in 2024, Projecting $200 Million for 2025

Premium Experience Catching Fire: Closing out a year of consistent multi-million-dollar monthly sales, VENU continues to redefine exclusive ownership opportunities for discerning investors

Colorado Springs, Colorado, January 7, 2025—(BUSINESS WIRE) —Venu Holding Corporation (“VENU” or “The Company”) (NYSE American: VENU), a leading premium hospitality and live entertainment company built by music fans for music fans, finished the year by closing over $11 million in luxury fire pit suite sales for the month of December, further extending VENU’s 12 month multi-million-dollar monthly closing streak for entity-based ownership opportunities. Fire Pit Suite sales surged to an impressive $77.7 million in 2024 and are projected to exceed $200 million in 2025.

Nationally recognized for revolutionizing live entertainment, VENU offers fans and investors an exclusive opportunity to own a piece of the booming entertainment industry. The Company provides unique ownership opportunities at its venues tailored to deliver unparalleled experiences, including custom-built Owners Clubs, strategically designed and intended to provide the best seats for every show, every time; The Aikman Club, created in partnership with NFL Hall of Famer Troy Aikman and EIGHT Elite Lite Lager, and VENU’s one-of-a-kind premium Fire Pit Suites.

Fire Pit Suites ownership opportunities are available at all VENU amphitheater locations offering exclusive lifetime access to every concert at the venue. Each unique suite, seating 4-10 fans based on investment level, provides both unparalleled personal and financial benefits, including access to premium food and beverage, complimentary VIP priority parking, dedicated restrooms, meet and greets with talent (when available), and a return on investment through guaranteed rents, ticket resale revenue, and depreciation advantages. Availability is limited—once they’re gone, they’re gone—making Fire Pit Suites one of VENU’s most sought-after ownership offerings.

“Our team works tirelessly every day, so it’s no surprise to me that they’ve achieved yet another $11 million dollar month,” said J.W. Roth, Founder, Chairman and CEO of VENU. “In every market we have entered, the demand for these real estate investments has gone berserk- there’s simply nothing else like it. The idea for Fire Pit Suites came to me while sitting with my family around the firepit on my back patio. Now, seeing this concept become such a key driver of VENU’s growth and a cornerstone of our balance sheet is truly surreal.”

VENU strategically targets underserved markets brimming with potential. With operating venues in Gainesville, GA, and Colorado Springs, CO, and estimated $1.3 billion in active construction and development value in Broken Arrow, OK (Tulsa Market), Oklahoma City, OK, El Paso, TX, and McKinney, TX, VENU is poised for significant expansion. With five additional markets in pre-construction, the Company is paving the way for sustained growth as it continues to shape the future of the entertainment landscape.

Source: Venu Holding Corporation

About Venu Holding Corporation

Venu Holding Corporation (“VENU”) (NYSE American: VENU), founded by Colorado Springs entrepreneur J.W. Roth, is a premier hospitality and live music venue developer dedicated to crafting luxury, experience-driven entertainment destinations. VENU’s campuses in Colorado Springs, Colorado, and Gainesville, Georgia, each feature Bourbon Brothers Smokehouse and Tavern, The Hall at Bourbon Brothers, and unique to Colorado Springs, Notes Eatery and the 8,000-seat Ford Amphitheater. Expanding with new Sunset Amphitheaters in Oklahoma and Texas, VENU’s upcoming large-scale venues will host between 12,500 and 20,000 guests, continuing VENU’s vision of redefining the live entertainment experience.

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

Forward-Looking Statements

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

Media Relations

Chloe Hoeft

Venu Holding Corporation (“VENU”)

719-895-5470

choeft@venu.live

Investor Relations

Dave Gentry

RedChip Companies, Inc.

1-407-644-4256

VENU@redchip.com

Cover	Jan. 07, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 07, 2025
Entity File Number	001-42422
Entity Registrant Name	VENU HOLDING CORPORATION
Entity Central Index Key	0001770501
Entity Tax Identification Number	82-0890721
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	1755 Telstar Drive
Entity Address, Address Line Two	Suite 501
Entity Address, City or Town	Colorado Springs
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80920
City Area Code	(415)
Local Phone Number	788-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	VENU
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false