Venu Holding Corp 10-Q

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 September 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 November 14, 2025 was 42,847,542 . 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 or are being developed; ● general instability of economic and political conditions in the United States, including inflationary pressures, interest rate fluctuations, slowdown or recession, and geopolitical tensions and the potential impact of economic conditions 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; ● 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 34 ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk 52 ITEM 4 - Controls and Procedures 5 2 PART II OTHER INFORMATION ITEM 1 - Legal Proceedings 53 ITEM 1A - Risk Factors 53 ITEM 2 - Unregistered Sales of Equity Securities and Use of Proceeds 53 ITEM 3 - Defaults Upon Senior Securities 54 ITEM 4 - Mine Safety Disclosure 54 ITEM 5 - Other Information 54 ITEM 6 - Exhibits 55 Signatures 56 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) September 30, December 31, As of September 30, December 31, 2025 2024 ASSETS Unaudited Audited Current assets Cash and cash equivalents $ 58,181,816 $ 37,969,454 Inventories 188,898 225,283 Prepaid expenses and other current assets 2,378,293 850,951 Total current assets 60,749,007 39,045,688 Other assets Property and equipment, net 250,191,115 137,215,936 Intangible assets, net 161,238 211,276 Operating lease right-of-use assets, net 1,082,434 1,351,600 Investment in EIGHT Brewing 1,999,999 - Investment in related parties 555,262 550,000 Investments 555,262 550,000 Security and other deposits 68,265 43,015 Total other assets 254,058,313 139,371,827 Total assets $ 314,807,320 $ 178,417,515 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable $ 24,035,687 $ 7,283,033 Accrued expenses 1,573,016 3,556,819 Accrued payroll and payroll taxes 848,172 262,387 Deferred revenue 2,016,391 1,528,159 Current portion of convertible debt - 9,433,313 Current portion of operating lease liabilities 344,992 364,244 Current portion licensing liability 223,333 - Current portion NNN firesuite liability 656,700 - Current portion of long-term debt 352,367 2,101,501 Total current liabilities 30,050,658 24,529,456 Long-term portion of operating lease liabilities 768,894 1,020,604 Long-term licensing liability and other liabilities 8,826,856 7,950,000 Long-term convertible debt 1,865,115 - Long-term NNN firesuite liability 10,150,217 - Long-term debt, net of current portion 56,694,690 14,100,217 Total liabilities $ 108,356,430 $ 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 September 30, 2025 $ 10,125,000 $ - Stockholders’ Equity Preferred stock, $ 0.001 par - 5,000,000 authorized, none issued or outstanding - - Common stock, $ 0.001 par - 144,000,000 authorized, 43,248,732 issued and outstanding at September 30, 2025 and 37,471,465 issued and outstanding at December 31, 2024 43,249 37,472 Class B common stock, $ 0.001 par - 1,000,000 authorized, 379,990 issued and outstanding at September 30, 2025 and December 31, 2024 379 379 Common stock, value 379 379 Additional paid-in capital 205,812,053 144,546,368 Accumulated deficit ( 83,203,658 ) ( 47,361,208 ) Stockholders' Equity before Treasury Stock $ 122,652,023 $ 97,223,011 Treasury Stock, at cost - 276,245 shares at September 30, 2025 and December 31, 2024 ( 1,500,076 ) ( 1,500,076 ) Total Venu Holding Corporation and subsidiaries equity $ 121,151,947 $ 95,722,935 Non-controlling interest 75,173,943 35,094,303 Total stockholders’ equity $ 196,325,890 $ 130,817,238 Total liabilities and stockholders’ equity $ 314,807,320 $ 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) 2025 2024 2025 2024 For the three months ended For the nine months ended September 30, September 30, 2025 2024 2025 2024 Revenues Restaurant including food and beverage revenue, net $ 2,269,005 $ 2,740,411 $ 6,859,098 $ 8,144,605 Event center ticket and fees revenue, net 2,764,796 2,002,572 5,019,548 4,663,228 Rental and sponsorship revenue, net 350,953 708,992 1,492,573 759,123 Total revenues, net $ 5,384,754 $ 5,451,975 $ 13,371,219 $ 13,566,956 Operating costs Food and beverage 546,672 653,178 1,658,058 1,901,590 Event center 924,061 435,841 2,577,623 1,727,311 Labor 1,157,747 1,152,909 3,275,576 3,358,871 Rent 399,704 333,192 1,174,038 975,756 General and administrative 9,815,684 4,777,577 25,019,942 20,351,859 Equity compensation 1,181,841 671,819 14,406,223 3,927,325 Depreciation and amortization 1,330,893 1,103,720 4,080,668 2,319,513 Total operating costs $ 15,356,602 $ 9,128,236 $ 52,192,128 $ 34,562,225 Loss from operations $ ( 9,971,848 ) $ ( 3,676,261 ) $ ( 38,820,909 ) $ ( 20,995,269 ) Other income (expense), net Interest income (expense) 338,935 ( 886,211 ) ( 2,567,947 ) ( 2,214,887 ) Other expense ( 156,362 ) - ( 202,087 ) ( 2,500,000 ) Other income 497,082 35,000 562,406 97,500 Total other income (expense), net 679,655 ( 851,211 ) ( 2,207,628 ) ( 4,617,387 ) Net loss $ ( 9,292,193 ) $ ( 4,527,472 ) $ ( 41,028,537 ) $ ( 25,612,656 ) Net loss attributable to non-controlling interests ( 2,930,706 ) ( 595,251 ) ( 5,186,085 ) ( 1,560,398 ) Net loss attributable to Venu ( 6,361,487 ) ( 3,932,221 ) ( 35,842,452 ) ( 24,052,258 ) Preferred stock dividend 103,500 - 120,375 - Net loss attributable to common stockholders $ ( 6,464,987 ) $ ( 3,932,221 ) $ ( 35,962,827 ) $ ( 24,052,258 ) Weighted average number of shares of Class B common stock, outstanding, basic and diluted 379,990 383,656 379,990 839,116 Basic and diluted net loss per share of Class B common stock $ ( 0.15 ) $ ( 0.13 ) $ ( 0.91 ) $ ( 0.58 ) Weighted average number of shares of Class C common stock, outstanding, basic and diluted - 20,997 - 9,027,155 Basic and diluted net loss per share of Class C common stock $ - $ ( 0.13 ) $ - $ ( 0.58 ) Weighted average number of shares of Class D common stock, outstanding, basic and diluted - 25,879,401 - 21,805,264 Basic and diluted net loss per share of Class D common stock $ - $ ( 0.13 ) $ - $ ( 0.58 ) Weighted average number of shares of Common stock, outstanding, basic and diluted 41,355,312 3,282,150 38,957,034 9,775,099 Basic and diluted net loss per share of Common stock $ ( 0.15 ) $ ( 0.13 ) $ ( 0.91 ) $ ( 0.58 ) 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 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 Class B Common Stock Class C Common Stock Class D Common Stock Common Stock Treasury Stock Number of Shares Amount Number of Shares Amount Number of Shares Amount Number of Shares Amount Additional Paid In Capital Accumulated Deficit Number of Shares Amount Total Venu Holding Corporation Equity Non- 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 Subsidiary 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 ) Subsidiary 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 Issuance of shares - - - - - - 2,937,500 2,938 32,946,163 - - - 32,949,101 - 32,949,101 Exercise of warrants - - - - - - 127,273 127 344,973 - - - 345,100 - 345,100 Equity based compensation - - - - - - - - 1,353,168 - - - 1,353,168 - 1,353,168 Conversion of convertible promissory note to common stock - - - - - - 100,000 100 122,710 - - - 122,810 - 122,810 Equity issued for interest for convertible promissory note - - - - - - 3,667 4 36,663 - - - 36,667 - 36,667 Contingently Redeemable Convertible Cumulative Series B Preferred Stock dividends accrued - - - - - - - - ( 103,500 ) - - - ( 103,500 ) - ( 103,500 ) Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares - - - - - - - - 2,621,360 - - - 2,621,360 6,655,153 9,276,513 Distributions to non-controlling shareholders - - - - - - - - - - - - - ( 2,205,121 ) ( 2,205,121 ) Net loss - - - - - - - - - ( 6,361,487 ) - - ( 6,361,487 ) ( 2,930,706 ) ( 9,292,193 ) Balances at September 30, 2025 379,990 $ 379 - $ - - $ - 43,248,732 $ 43,249 $ 205,812,053 $ ( 83,203,658 ) 276,245 $ ( 1,500,076 ) $ 121,151,947 $ 75,173,943 $ 196,325,890 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 Subsidiary 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 Subsidiary 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 Balances 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 Issuance of shares - - 297,584 297 316,757 317 - - 5,174,548 - - - 5,175,162 - 5,175,162 Conversion of Common Stock Class D to Common Stock - - ( 297,584 ) ( 297 ) ( 35,795,463 ) ( 35,796 ) 36,093,047 36,093 - - - - - - - Equity issued for fixed asset acquisition - - - - - - 21,876 22 218,728 - - - 218,750 - 218,750 Equity based compensation - - - - - - - - 671,819 - - - 671,819 - 671,819 Acquisition of treasury stock - - - - - - ( 200,000 ) ( 200 ) 200 - 200,000 ( 1,500,000 ) ( 1,500,000 ) - ( 1,500,000 ) Subsidiary issuance of shares - - - - - - - - 5,772,164 - - - 5,772,164 1,233,118 7,005,282 Distributions to non-controlling shareholders - - - - - - - - - - - - - ( 621,950 ) ( 621,950 ) Net loss - - - - - - - - - ( 3,932,221 ) - - ( 3,932,221 ) ( 595,251 ) ( 4,527,472 ) Balances at September 30, 2024 383,656 $ 383 - $ - - $ - 35,914,923 $ 35,915 $ 121,914,521 $ ( 41,073,711 ) 276,245 $ ( 1,500,076 ) $ 79,377,032 $ 34,660,367 $ 114,037,399 Balances 383,656 $ 383 - $ - - $ - 35,914,923 $ 35,915 $ 121,914,521 $ ( 41,073,711 ) 276,245 $ ( 1,500,076 ) $ 79,377,032 $ 34,660,367 $ 114,037,399 See notes to accompanying condensed consolidated financial statements. 7 VENU HOLDING CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in US Dollars) 2025 2024 For the nine months ended September 30, 2025 2024 Net loss $ ( 41,028,537 ) $ ( 25,612,656 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Gain on sale of 13141 BP ( 288,668 ) - Equity issued for interest on debt 291,680 448,150 Equity based compensation 14,377,550 3,927,325 Equity issued for services 277,900 7,000,000 Amortization of debt discount 2,092,367 1,985,568 Non cash lease expense 276,967 268,635 Depreciation and amortization 4,080,668 2,319,513 Noncash financing expense - 2,500,000 Project abandonment loss - 579,981 Non cash interest and debt discount ( 294,523 ) - Changes in operating assets and liabilities: Inventories 36,385 ( 41,125 ) Prepaid expenses and other current assets ( 1,527,342 ) ( 2,332,721 ) Security and other deposits ( 25,250 ) 325,026 Accounts payable 16,752,654 3,233,914 Accrued expenses ( 2,104,178 ) 12,439,542 Accrued payroll and payroll taxes 585,785 ( 14,530 ) Deferred revenue 488,232 1,445,026 Operating lease liabilities ( 278,763 ) ( 235,641 ) Licensing liability 1,100,189 5,100,000 Net cash (used in) provided by operating activities ( 5,186,884 ) 13,336,007 Cash flows from investing activities Purchase of property and equipment ( 76,428,062 ) ( 61,615,767 ) Investment in EIGHT Brewing ( 1,999,999 ) - Investment in related party ( 5,262 ) - Proceeds from sale of 13141 BP 2,627,990 - Cash acquired in acquisition of 13141 BP - 74,085 Net cash used in investing activities ( 75,805,333 ) ( 61,541,682 ) Cash flows from financing activities Receipt of convertible promissory note 18,000,000 - Proceeds from NNN firesuite liability 10,757,500 - Proceeds from municipality promissory note - 6,200,000 Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock 10,125,000 - Proceeds from issuance of shares 32,949,101 30,426,503 Proceeds from exercise of warrants 345,100 52 Proceeds from sale of non-controlling interest equity 33,730,750 29,900,282 Acquisition of Treasury Stock - ( 1,500,000 ) Principal payments on long-term debt ( 245,966 ) ( 232,327 ) Payment of promissory note ( 2,000,000 ) - Payment for personal guarantee on convertible debt - ( 100,000 ) Distributions to non-controlling shareholders ( 2,456,906 ) ( 893,082 ) Net cash provided by financing activities 101,204,579 63,801,428 Net increase in cash and cash equivalents 20,212,362 15,595,753 Cash and cash equivalents, beginning 37,969,454 20,201,104 Cash and cash equivalents, ending $ 58,181,816 $ 35,796,857 Supplemental disclosure of non-cash operating, investing and financing activities: Cash paid for interest $ 390,690 $ 296,593 Property acquired via promissory note $ 37,000,000 $ - Conversion of convertible debt and interest to common equity $ 25,928,296 $ - Debt discounts - warrants $ 1,486,329 $ 3,000,140 Accrued preferred stock dividends $ 120,375 $ - Property acquired via convertible debt $ - $ 10,000,000 Land returned in exchange for termination of promissory note payable $ - $ 3,267,000 Right of Use Assets obtained in exchange for operating lease liabilities $ - $ 471,476 Debt discount - suite granted to lender $ - $ 200,000 Equity issued for origination fee $ - $ 100,000 See notes to accompanying condensed consolidated financial statements. 8 V enu Holding Corporation and subsidiaries Notes To the Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2025 and 2024 (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 September 30, 2025 and December 31, 2024: SCHEDULE OF COMPANY’S SUBSIDIARIES AND ITS INTERESTS As of As of Place of September 30, 2025 December 31, 2024 Name of Entity Incorporation Interest Interest Bourbon Brothers Holdings LLC (“BBH”) Colorado 100 % 100 % Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBST”) Colorado 100 % 100 % Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall (“BBP”) Colorado 89 % 89 % Bourbon Brothers Smokehouse and Tavern GA, LLC (“BBSTGA”) Georgia 100 % 100 % Bourbon Brothers Presents GA, LLC (“BBPGA”) Georgia 100 % 100 % Notes Holding Company, LLC (“NH”) Colorado 100 % 100 % 13141 Notes, LLC d/b/a Notes (“Notes”) Colorado 100 % 100 % Sunset Amphitheater, LLC (“Sunset”) * Colorado 13 % 10 % Hospitality Income & Asset, LLC (“HIA”) * Colorado 99 % 99 % Bourbon Brothers Licensing, LLC (“BBL”) Colorado 100 % 100 % GA HIA, LLC (“GAHIA”) * Colorado 15 % 16 % Notes Live Real Estate, LLC (“NotesRE”) Colorado 100 % 100 % Roth’s Sea & Steak, LLC (“Roth Sea”) Colorado 100 % 100 % Sunset Operations, LLC (“SunsetOps”) Colorado 100 % 100 % Sunset Hospitality Collection, LLC (“SHC”) * Colorado 52 % 47 % Notes Hospitality Collection, LLC (“NHC”) Colorado 100 % 100 % Sunset at Broken Arrow, LLC (“BA”) * Colorado 55 % 74 % Sunset at Mustang Creek, LLC (“MC”) * Colorado 100 % 89 % Sunset at McKinney, LLC (“MK”) * Colorado 48 % 80 % Sunset Operations at McKinney, LLC (“McKinneyOps”) Colorado 100 % 100 % Sunset at El Paso, LLC (“EP”) * Colorado 98 % 100 % Sunset Operations at El Paso, LLC (“EPOps”) Colorado 100 % 100 % Polaris Pointe Parking, LLC (“PPP”) Colorado 100 % 100 % Venu Income, LLC (“Income”) Colorado 95 % 0 % Venu VIP Rides, LLC (“Rides”) * Colorado 50 % 50 % Notes CS I, DST (“Trust”) * Delaware 90 % 100 % Notes CS I Holdings, LLC (“Holdings LLC”)* Colorado 100 % 100 % Notes CS I ST, LLC (“Signatory”)* Colorado 100 % 100 % Venu LuxeSuite Holdings, LLC (“Luxe”) Colorado 97 % 0 % Venu 280, LLC (“Artist 280”)* Colorado 100 % 0 % Venu Presents LLC (“Venu Presents”)* Colorado 100 % 0 % * 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 5 – 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. 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 the facility operations. 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 closed on 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 Company owned 100 % of this subsidiary and 100 % of its voting control until 13141 BP’s sale of 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 13 % 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. GA HIA, LLC (“GAHIA”) owns the land and buildings for which both BBSTGA and BBPGA currently use from existing lease arrangements. GAHIA is the Colorado-based entity that holds the Company’s Georgia based operations. The Company owns 15 % 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 which opened to the public in early November 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 opened to the public in early November 2025. Sunset Hospitality Collection, LLC (“SHC”) is the entity that owns the venue that includes Roth’s Sea and NHC which opened to the public in early November 2025. The Company owns 52 % 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 officially broke ground in October 2025. The Company owns 55 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. Sunset at Mustang Creek, LLC (“Sunset MC”) was planned to be a hospitality-focused music venue located in Mustang Creek, OK. The Company does not plan to move forward with operations in this municipality. Sunset at McKinney, LLC (“Sunset MC”) is a hospitality-focused music venue located in McKinney, TX and officially broke ground in June 2025. The Company owns 48 % 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 anticipates its official groundbreaking in November 2025. The Company owns 98 % 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. Polaris Pointe Parking, LLC (“PPP”) owns the land for parking at Sunset Ops (refer to Note 16 – Subsequent Events footnote regarding the purchase and sale agreement of the land in October 2025). 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 LuxeSuite Holdings, LLC (“Luxe”) is an entity that provides real estate investment opportunities for NNN investors into the Company’s Luxe FireSuites under a triple net lease structure. The Company owns 97 % 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 Notes RE 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, a wholly owned 11 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued) 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. Holdings, LLC has sold beneficial interests to third parties but in no event is it expected that Holdings LLC would cease to hold a beneficial interest in the Trust. Venu 280, LLC d/b/a Artist 280 (“Artist 280”) is an entity created, in part, to provide private air and travel services to artists who perform at certain Company venues . The Company owns 100 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. Venue Presents, LLC (“Venu Presents”) is the operator that manages the Sunset Amphitheater in McKinney, TX operations and premises. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying Unaudited Condensed Consolidated Financial Statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X and, therefore, do not include all the information and footnotes required by U.S. GAAP for complete financial statements. Accordingly, these statements should be read in conjunction with the Company’s audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The accounts of the Company and its consolidated subsidiaries are included in the Condensed Consolidated Financial Statements. 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. Liquidity and Capital Resources The Company has devoted substantially all of its efforts to developing its business plan, raising capital, opening, planning and operating its restaurants and event venues in Colorado, Georgia, Tennessee, Oklahoma and Texas. The accompanying condensed consolidated financial statements have been prepared on a going concern basis of accounting, 12 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 that substantial doubt about the Company’s ability to continue as a going concern for the next twelve months has been alleviated. The Company had an accumulated deficit of $ 83,203,658 and $ 47,361,208 as of September 30, 2025 and December 31, 2024, respectively, and incurred net losses of $ 41,028,537 and $ 25,612,656 for the nine months ended September 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, the improved profitability over the next twelve months from the operating entities in Colorado Springs, Colorado and Gainesville, Georgia, along with full seasons of operations of Ford Amphitheater in 2025 and 2026 will allow the Company to continue its business operations. The opening of Roth’s Sea & Steak in late 2025, combined with potential additional capital raising and debt financing, 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). 13 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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. 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 September 30, 2025, the Company had $ 22,859,961 of cash equivalents in the form of money market accounts that earned interest income of $ 38,994 and $ 166,480 for the three and nine months ended September 30, 2025. As of December 31, 2024, the Company had $ 15,241,184 of cash equivalents in the form of money market accounts that earned interest income of $ 286,107 and $ 705,729 for the three and nine months ended September 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 September 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: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Leasehold improvements Shorter of lease term or useful life Furniture, fixtures and equipment 2 - 10 years Buildings Up to 40 years Aircraft 20 years 14 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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. 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 September 30, 2025 and September 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 September 30, 2025 and December 31, 2024, deferred revenue totaled $ 2,016,391 and $ 1,528,159 , respectively. As of September 30, 2024 and December 31, 2023, deferred revenue totaled $ 2,209,107 and $ 764,081 , respectively. During the nine months ended September 30, 2025, the Company recognized $ 1,721,766 in revenue from its deferred revenue balance as of December 31, 2024. During the nine months ended September 30, 2024, the Company recognized $ 718,722 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 four months of recognition totaling $ 74,444 in rental income as of September 30, 2025. 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 September 30, 2025 and December 31, 2024, the Company had a net receivable of $ 1,389,692 and $ 193,766 , respectively, with no allowance for credit losses as the Company believes the balance is fully collectible. 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 is expected to be amortized for Sunset at Broken Arrow in summer of 2026 and Sunset at McKinney in Q3/Q4 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 $ 1,269,240 and $ 4,290,007 for the three- and nine- month periods ended September 30, 2025 and $ 715,380 and $ 2,122,638 for the three- and nine-month periods ended September 30, 2024, respectively. Pre-Opening Expenses Non-capital expenditures associated with opening a new restaurant, event center, or amphitheater are expensed as incurred. These costs consist of expenses incurred before the opening of a new location and include occupancy, labor, travel, training, food, beverage, marketing and other initial supplies and expenses. These costs are included in general and administrative expenses reported in our condensed consolidated statements of operations. 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 $ 348,000 and $ 2,238,061 for the three- and nine-month periods ended September 30, 2025 and $ 850,752 and $ 1,985,567 for the three- and nine-month periods ended September 30, 2024, respectively, are included in interest expense in the accompanying condensed consolidated statements of operations. 16 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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. 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. 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. 17 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 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 subsidiary issuance of shares as shown in the Condensed Consolidated Statements of Change in Stockholders’ Equity (Deficit). 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. During the three and nine months ended September 30, 2025, the Company bought 5,100,000 membership units of SHC. This purchase transaction did not result in a change in control of SHC. 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 September 30, 2025: SCHEDULE OF CARRYING VALUE OF ASSETS AND LIABILITIES OF CONSOLIDATED VARIABLE INTEREST ENTITIES BBPCO GAHIA HIA Sunset CO Sunset MC Sunset BA SHC Sunset McK Sunset El Venu Inc Venu VIP Notes DST Total ASSETS Cash 16,068 523,015 319,467 9,365 - 747,034 3,087,147 7,025,637 47,352 904,122 6,351 4,373,880 17,059,438 Property and equipment, net 132,837 10,360,874 9,567,452 47,467,465 - 43,187,087 40,624,515 53,746,598 523,052 - - - 205,609,880 Other assets 1,118,322 311,473 635,749 10,000 - 6,005,453 1,046,338 12,964,383 3,470,001 1,854,413 4,499 350,000 27,770,631 Total assets 1,267,227 11,195,362 10,522,668 47,486,830 - 49,939,574 44,758,000 73,736,618 4,040,405 2,758,535 10,850 4,723,880 250,439,949 LIABILITIES Accounts payable 24,246 - 8 6,828 - 29,122,687 1,557,937 10,942,893 198,623 10,000 2,570 10,001 41,875,793 Accrued expenses and other 361,938 439,626 472,581 18,984 - - 48,051 98,622 6,651 - 7,199 1,683 1,455,335 Other long-term liabilities 985,024 3,942,416 2,926,711 - - 675,000 5,937,119 26,666,360 - - - - 41,132,630 Total Liabilities 1,371,208 4,382,042 3,399,300 25,812 - 29,797,687 7,543,107 37,707,875 205,274 10,000 9,769 11,684 84,463,758 Stockholders’ Equity & NCI ( 103,981 ) 6,813,320 7,123,368 47,461,018 - 20,141,887 37,214,893 36,028,743 3,835,131 2,748,535 1,081 4,712,196 165,976,191 Total liabilities and equity 1,267,227 11,195,362 10,522,668 47,486,830 - 49,939,574 44,758,000 73,736,618 4,040,405 2,758,535 10,850 4,723,880 250,439,949 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 TN Sunset MC Sunset BA SHC Sunset McK Sunset El 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 September 30, 2025 and September 30, 2024: SCHEDULE OF NON CONTROLLING INTERESTS BBPCO GAHIA HIA Sunset CO Sunset MC Sunset BA SHC Sunset McK Venu VIP Venu Inc Notes CS 1 Sunset EP Luxe 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 ) Subsidiary issuance of shares - - - - - 2,596,672 13,770,625 10,953,701 - 15,968 9,262 - - 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 ) 2,619,115 16,762,526 15,090,538 ( 6,224 ) 15,268 102,942 - - 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 ) ( 7,883 ) - ( 886,361 ) Subsidiary issuance of shares - - - - - 468,182 296,999 12,724,912 - 64,078 162,958 4,123 - 13,721,252 Distributions to non-controlling shareholders - ( 109,714 ) ( 909 ) - - - - - - ( 9,367 ) ( 26,369 ) - - ( 146,359 ) Balance at June 30, 2025 ( 107,997 ) 6,581,849 577,989 18,658,182 ( 65,251 ) 3,454,381 16,788,627 27,476,833 ( 7,428 ) 66,614 234,577 ( 3,760 ) - 73,654,617 Net income (loss) attributable to non-controlling interest 7/1-9/30/25 ( 30,377 ) 84,656 ( 1,752 ) ( 391,258 ) ( 177 ) ( 795,411 ) ( 155,705 ) ( 1,559,441 ) ( 3,428 ) ( 11,742 ) ( 44,010 ) ( 8,242 ) ( 13,819 ) ( 2,930,706 ) Subsidiary issuance of shares - - - - - 2,881,640 109,837 2,679,238 - 189,128 798,788 ( 3,477 ) - 6,655,153 Distributions to non-controlling shareholders - ( 169,555 ) ( 1,818 ) ( 250,000 ) ( 876,250 ) - ( 800,000 ) - - ( 37,685 ) ( 69,813 ) - - ( 2,205,121 ) Balance at September 30, 2025 ( 138,374 ) 6,496,950 574,419 18,016,924 ( 941,678 ) 5,540,610 15,942,759 28,596,630 ( 10,856 ) 206,315 919,542 ( 15,479 ) ( 13,819 ) 75,173,943 BBPCO GAHIA HIA Sunset CO Sunset TN Sunset MC Sunset BA SHC Sunset McK Venu VIP Notes CS 1 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 ) Subsidiary 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 ) Subsidiary 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 Balance ( 91,323 ) 6,640,532 593,185 21,349,674 - 124,763 248,616 4,449,852 1,329,151 - - 34,644,450 Net income (loss) attributable to Non-Controlling Interest 7/1-9/30/24 5,139 81,043 ( 3,047 ) ( 161,268 ) - 121 ( 76,505 ) ( 394,635 ) ( 45,210 ) ( 889 ) - ( 595,251 ) Subsidiary issuance of shares - - - - - ( 215,816 ) 64,007 ( 1,075,137 ) 2,525,361 ( 445 ) ( 64,852 ) 1,233,118 Distributions to non-controlling shareholders - ( 202,016 ) ( 909 ) ( 419,025 ) - - - - - - - ( 621,950 ) Balance at September 30, 2024 ( 86,184 ) 6,519,559 589,229 20,769,381 - ( 90,932 ) 236,118 2,980,080 3,809,302 ( 1,334 ) ( 64,852 ) 34,660,367 Balance ( 86,184 ) 6,519,559 589,229 20,769,381 - ( 90,932 ) 236,118 2,980,080 3,809,302 ( 1,334 ) ( 64,852 ) 34,660,367 19 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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. NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment, net, were as follows: SCHEDULE OF PROPERTY AND EQUIPMENT As of As of September 30, December 31, 2025 2024 Leasehold Improvements $ 191,059 $ 399,319 Furniture and equipment 10,579,163 10,057,967 Land and buildings 132,209,410 93,377,840 Aircraft 22,638,763 - Construction in progress 95,454,487 40,518,315 Property and equipment, gross $ 261,072,882 $ 144,353,441 Accumulated depreciation and amortization ( 10,881,767 ) ( 7,137,505 ) Property and equipment, net $ 250,191,115 $ 137,215,936 Depreciation and amortization expenses relating to property and equipment for the three and nine months ended September 30, 2025 were $ 1,314,213 and $ 4,030,630 , respectively. Depreciation and amortization expenses for the three and nine months ended for September 30, 2024 were $ 1,103,720 and $ 2,319,513 , respectively. 20 NOTE 4 - INTANGIBLES Intangible assets subject to amortization consist of the following: SCHEDULE OF INTANGIBLE ASSET Useful September 30, December 31, Life 2025 2024 Naming rights 6 years $ 400,314 $ 400,314 Accumulated amortization ( 239,076 ) ( 189,038 ) Intangible assets, net $ 161,238 $ 211,276 The intangible naming rights asset was put into use in 2023. Amortization expense relating to the intangible assets for the three and nine months ended September 30, 2025 were $ 16,680 and $ 50,038 , respectively. Amortization expense relating to the intangible assets for the three and nine months ended September 30, 2024 were $ 16,680 and $ 50,039 , respectively. The estimated amortization expense for the twelve months ended September 30, 2026 and thereafter is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE 2026 $ 66,719 2027 66,719 2028 27,800 Total $ 161,238 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 nine months ended September 30, 2025 were $ 434,684 and $ 1,316,156 , respectively. Total rent expense related to leased assets including short-term leases and variable costs for the three and nine months ended September 30, 2024 were $ 333,192 and $ 975,756 , respectively. Total cash paid for rent expense to leased assets was $ 108,890 and $ 343,763 for the three and nine months ended September 30, 2025, and $ 153,052 and $ 241,540 for the three and nine months ended September 30, 2024, respectively. 21 NOTE 5 – LEASES (Continued) The following table shows balance sheet information related to the operating leases: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES Balance Sheet Information Classification 2025 2024 As of September 30, December 31, Balance Sheet Information Classification 2025 2024 Assets Operating lease right-of-use assets, net Operating Leases $ 1,082,434 $ 1,351,600 Liabilities Current portion of operating lease liabilities Operating Leases $ 344,992 $ 364,244 Long-term portion of operating lease liabilities Operating Leases $ 768,894 $ 1,020,604 Total lease liabilities $ 1,113,886 $ 1,384,848 The future minimum lease payments of existing operating lease liabilities are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITIES For the twelve months ended September 30, 2026 $ 396,875 2027 306,619 2028 242,334 2029 245,370 2030 40,979 Total lease payments $ 1,232,176 Less: imputed interest ( 118,291 ) Present value of lease liabilities $ 1,113,886 Less: current portion ( 344,992 ) Long-term portion $ 768,894 SCHEDULE OF SUPPLEMENTAL INFORMATION OF OPERATING LEASES As of September 30, December 31, 2025 2024 Weighted-average remaining lease term (years) 3.62 4.16 Weighted-average discount rate 5.71 % 5.66 % 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 ended September 30, 2025. 22 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 September 30, 2025 and December 31, 2024 are as follows: SCHEDULE OF INVESTMENT Roth Industries LLC Innovate CPG, Inc. Total Balance at December 31, 2023 $ 550,000 $ - $ 550,000 Additions - - - Balance at December 31, 2024 $ 550,000 $ - $ 550,000 Additions - 5,262 5,262 Balance at September 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, and Mitchell Roth, a member of the Company’s Board of Directors, is an officer and significant equity holder of Roth Industries. 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 $ 32,500 and $ 35,000 for the three months ended September 30, 2025 and 2024, respectively, and $ 97,500 and $ 97,500 during the nine months ended September 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 $ 192,500 and $ 107,500 in receivables from Roth Industries as of September 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 sheets. The Company invested in Innovate CPG, Inc. (now known as Culinova, Inc.) for a total 526,166 shares (and paid a total purchase price of $ 5,261.66 ) in May 2025. As an equity holder of Roth Industries, the Company (together with all other members of Roth Industries) was afforded the right to acquire shares of Innovate CPG, Inc.; Innovate CPG, Inc. is a newly formed corporation whose primary focus is expected to be to expand and grow one or more food brands owned by Roth Industries. The Company on June 26, 2024, purchased 100 % of the membership units from 13141 BP’s members and, as a result, owned the land and buildings for which Notes used from an existing lease arrangement. 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. 23 NOTE 8 – RELATED PARTY TRANSACTIONS (Continued) Under the acquisition method of accounting, the total fair value of consideration transferred was allocated as follows as of June 26, 2024: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED 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 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 with proceeds to be used towards construction of the Ford Amphitheater. Interest was to be paid monthly and the maturity date is 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 amounts due under the 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, KWO 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 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 September 30, 2025 and December 31, 2024, the principal balance of $ 500,000 remains outstanding. 24 NOTE 9 – DEBT (Continued) 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 September 30, 2025 and December 31, 2024 was $ 3,109,592 and $ 3,239,543 , respectively. 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 September 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 September 30, 2025 and December 31, 2024 was $ 4,076,646 and $ 4,243,364 , respectively. This mortgage is collateralized by the BBSTGA and BBPGA land and buildings. This mortgage is personally guaranteed by JW Roth. 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. 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 defined as 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 defined as 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 defined as 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 July 22, 2025, the Company issued 103,667 shares of Common Stock upon conversion of a secured promissory note to satisfy 50 % of the outstanding obligations owed thereunder. 25 NOTE 9 – DEBT (Continued) 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 accrues interest at 8.50 % and 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 September 30, 2025 and December 31, 2024 was $ 5,937,119 and $ 0 , respectively. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by JW Roth. Artist 280 purchased an aircraft to support the Company’s current and prospective corporate growth initiatives and development projects around the country. Effective September 26, 2025, Artist 280 borrowed $ 12,000,000 million (the “Loan”) from PNC Bank, National Association (the “Lender”). The Loan is evidenced by a promissory note (the “Note”) delivered by Artist 280 in favor of the Lender. The term of the Loan is 60 months from October 1, 2025, and the Loan bears interest at 6.01 % per annum. Monthly payments of principal and interest are due under the Note and will be calculated by amortizing the principal amount of the Note over 240 months. As of September 30, 2025, the principal balance of $ 12,000,000 remains outstanding. The Loan is personally guaranteed by JW Roth up $ 4,500,000 . Long-term debt consists of the following: SCHEDULE OF LONG TERM DEBT September 30, December 31, 2025 2024 SBA Economic Injury Disaster Loan $ 500,000 $ 500,000 Bank loan and promissory notes 56,547,057 15,701,718 Convertible debt 1,865,115 9,433,313 Total 58,912,172 25,635,031 Less: current maturities 352,367 11,534,814 Long-term debt $ 58,559,805 $ 14,100,217 Following is the future maturities of long-term debt for the twelve months ended September 30, SCHEDULE OF FUTURE MATURITIES OF LONG TERM DEBT 2026 $ 352,367 2027 25,414,925 2028 2,477,375 2029 548,093 2030 591,457 Thereafter 29,527,955 Total long-term debt $ 58,912,172 26 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 then 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 shares of Preferred Stock. 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 closing of the offering took place 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 shares of Common Stock to a services firm at a price of $10 per share. In April 2025, the Company issued a consultant 10,000 shares of our Common Stock in consideration for services rendered to the Company. In May 2025, the Company issued a consultant 10,000 shares of our Common Stock in consideration for services rendered to the Company. On June 3, 2025, the Company issued 1,007,292 shares of Common Stock to KWO in full satisfaction of the 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, with 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) (the “Series B Dividends”), 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. The Series 27 NOTE 10 – EQUITY (Continued) B Dividends 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. 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. On July 22, 2025, the Company issued 103,667 shares of Common Stock in satisfaction of 50 % of the principal and accrued interest due under certain convertible promissory notes as discussed in Note 9. 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. On August 28, 2025, the Company completed a public offering of 2,875,000 shares common stock at a public offering price of $ 12.00 per share, generating gross proceeds of $ 34,500,000 . The Company also granted the underwriters a 45-day option to purchase up to 375,000 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 August 27, 2025. The Company received net proceeds of approximately $ 32,000,000 from the offering, after deducting underwriting discounts and commissions and other offering expenses. On September 3, 2025, the Company entered into a Subscription Agreement with Tixr, Inc. and completed a private offering of 62,500 shares common stock at a price of $ 16.00 per share, generating gross proceeds of $ 1,000,000 . On September 22, 2025 (“Effective Date”), the Company entered into an Ambassador Agreement (the “Agreement”) with a Brand Ambassador for the purpose of increasing awareness of the Company. The term of the Agreement is three years (the “Term”) and requires cash payments to the Brand Ambassador in the amount of $ 125,000 during the first year of the term and additional payments of $ 62,500 due upon each of the six-month and one-year anniversaries of the Effective Date; thereafter, beginning on the 91 st day of the first anniversary of the Effective Date, $ 62,500 payable every 91 days through the Term. During the Term, the Company will issue shares of its Common Stock to Brand Ambassador on the 91 st day after the Effective Date and every 91 days thereafter (“Share Grant Date”). The number of such Common Stock shares to be issued on each Share Grant Date during the Term shall be the number of shares that equals a value of $ 125,000 , such value to be determined based on the Volume Weighted Average Price per share during the preceding twenty days during which the NYSE American was open and the Company’s Common Stock was tradable. 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 September 30, 2025 and December 31, 2024, the Company had 276,245 treasury shares (refer to Note 16 – Subsequent Events footnote regarding the purchase and sale agreement of PPP in October 2025 which increased the Company’s treasury shares). 28 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 nine months ended September 30, 2025, the assumed conversion of the Series B Preferred Stock was anti-dilutive and excluded in the diluted EPS computation. The Series B Preferred Stock had dividends accrued of $ 120,375 through September 30, 2025. The following table sets forth the calculation of earnings per share, with no dividends declared yet, for the three and nine months ended September 30, 2025 and 2024, as presented in the accompanying condensed consolidated statements of operations: SCHEDULE OF CALCULATION OF EARNINGS PER SHARE For the Three Months Ended September 30, 2025 Class B Common Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ ( 58,862 ) $ ( 6,406,125 ) Less : Series B preferred dividend $ 942 $ 102,558 Net loss attributable to common stock holders - basic $ ( 57,920 ) $ ( 6,303,567 ) Denominator: Basic and diluted weighted average shares outstanding 379,990 41,355,312 Basic and diluted net loss per share of common stock $ ( 0.15 ) $ ( 0.15 ) For the Nine Months Ended September 30, 2025 Class B Common Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ ( 347,396 ) $ ( 35,615,431 ) Less : Series B preferred dividend $ 1,163 $ 119,212 Net loss attributable to common stock holders - basic $ ( 346,233 ) $ ( 35,496,219 ) Denominator: Basic and diluted weighted average shares outstanding 379,990 38,957,034 Basic and diluted net loss per share of common stock $ ( 0.91 ) $ ( 0.91 ) For the Three Months Ended September 30, 2024 Class A Class B Class C Class D Common Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ - $ ( 51,025 ) $ ( 2,793 ) $ ( 3,441,886 ) $ ( 436,517 ) Denominator: Basic and diluted weighted average shares outstanding - 383,656 20,997 25,879,401 3,282,150 Basic and diluted net loss per share of common stock $ - $ ( 0.13 ) $ ( 0.13 ) $ ( 0.13 ) $ ( 0.13 ) For the Nine Months Ended September 30, 2024 Class A Class B Class C Class D Common Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ - $ ( 486,955 ) $ ( 5,238,627 ) $ ( 12,654,003 ) $ ( 5,672,673 ) Denominator: Basic and diluted weighted average shares outstanding - 839,116 9,027,155 21,805,264 9,775,099 Basic and diluted net loss per share of common stock $ - $ ( 0.58 ) $ ( 0.58 ) $ ( 0.58 ) $ ( 0.58 ) 29 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 were initially 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 September 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. The options outstanding as of September 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 September 30, 2025 and September 30, 2024: SUMMARY OF WARRANT ACTIVITIES 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 2,285,750 $ 9.95 $ 4.46 Exercised ( 67,997 ) $ 2.23 Expired and forfeited ( 346,125 ) $ 5.09 Outstanding, September 30, 2024 4,901,458 $ 5.85 Outstanding, December 31, 2024 5,584,293 $ 6.43 Granted 4,711,750 $ 10.87 $ 3.37 Exercised ( 138,333 ) $ 3.49 Expired and forfeited ( 294,387 ) $ 5.79 Outstanding, September 30, 2025 9,863,323 $ 8.61 4.51 During the nine months ended September 30, 2025, the Company granted a total of 4,711,750 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 608,750 in total warrants and options for contributed services and (iv) 703,000 to employees and directors. As of September 30, 2025, there was a total of 7,605,102 warrants (and stock options) exercisable with an aggregate intrinsic value of $ 32,298,194 . For the total warrants and stock options outstanding of 9,863,323 as of September 30, 2025, the aggregate intrinsic value was $ 39,736,466 . As of September 30, 2025, there was $ 8,743,231 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 nine months ended September 30, 2025, respectively, was $ 475,978 and $ 13,500,360 . Equity-based compensation for the three and nine months ended September 30, 2024, respectively, was $ 671,819 and $ 10,927,326 . The cost is expected to be recognized over a weighted-average period of 4.51 years. 30 NOTE 12 – WARRANTS AND STOCK OPTIONS (Continued) The fair value of the warrants and options was estimated using the Black-Scholes-Merton model using the following inputs: SCHEDULE OF FAIR VALUE OF WARRANTS AND OPTION September 30, 2025 September 30, 2024 Volatility 45.4 % to 98.9 % 69.01 % to 69.21 % 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 September 30, 2025 and December 31, 2024. Accounts payable at September 30, 2025 and December 31, 2024 were $ 24,035,687 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 September 30, 2025 and December 31, 2024 was $ 1,573,016 and $ 3,556,819 , respectively, which included accruals of the Company utilities, property taxes, construction related vendors, insurance, purchases, and interest. NOTE 14 – NNN FIRESUITE LIABILITY During 2025, the Company entered into arrangements to sell the exclusive use rights to certain luxury concert suites (“Luxe FireSuites”) to third parties and concurrently lease them back for a 15-year term under a triple-net lease structure. Under these agreements, the third-party pays an upfront purchase price for a Luxe FireSuite and the Company (through a subsidiary, as seller-lessee) immediately leases the suite for its own use for 15 years. Monthly lease payments to the buyer/lessor are fixed to yield an 11 % annual return on the purchase price, with a 2 % escalation each year. The lease is “triple net,” meaning the Company is responsible for all suite-related operating costs (maintenance, insurance, taxes) over the term. At the end of the 15-year lease term, the buyer/lessor has a one-time option to require the Company to repurchase the Luxe FireSuite rights at a price equal to 150 % of the original purchase price (“Lessor Sale Option”). If the buyer/lessor exercises this put option (which expires at lease end), the Company must buy back the suite rights at the agreed price. If the buyer/lessor does not exercise the option, the lease will terminate and the buyer/lessor will retain the ownership of the suite rights going forward (i.e. the buyer/lessor’s rights would continue beyond year 15, and the Company would no longer lease the suite). The repurchase option provides the buyer/lessor with an annual return on its purchase and, as a result, the Company expects that the option will be exercised in most, if not all, cases. The Company has accounted for these transactions as financing arrangements rather than as a sale. Because the Company did not transfer control of the suites, no revenue or gain has been recognized on the upfront cash proceeds. In substance, the buyer/lessor is providing financing to the Company, with the Luxe FireSuites as collateral. Accordingly, at inception the Company continues to carry the Luxe FireSuite assets on its Condensed Consolidated Balance Sheets at their existing carrying amount, and it has recorded the cash proceeds from the buyer/lessor as a long-term financing liability (reported as “NNN firesuite liability”). The Company did not derecognize any of its real estate or equipment as a result of these transactions, since they do not qualify as sales under the applicable accounting guidance. The monthly payments made by the Company under the leaseback are not recorded as rent expense. These payments represent interest and principal payments on the financing liability. The Company recognizes interest expense on the financing liability over the 15-year term at an effective interest rate that reflects the 11 % initial yield and the annual 2 % escalations, such that the liability will accrete to the 150 % repurchase price by the end of the term. 31 NOTE 14 – NNN FIRESUITE LIABILITY (Continued) The financing liability arising from the Luxe FireSuites transactions is included in the Company’s Condensed Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, the balance of the NNN firesuite liability was $ 10,806,917 and $ 0 , respectively. This reflects the initial proceeds of $ 10,757,500 received from buyer/lessor and including $ 248,972 of accreted interest for three and nine months ended September 30, 2025. No proceeds were received during the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2025, the Company recognized interest expense of $ 338,411 related to the Luxe FireSuites financing, which is included within Interest Expense in the Condensed Consolidated Statement of Operations. No interest expense was recognized for the three and nine months ended September 30, 2024. Following is the future maturities of long-term debt for the twelve months ended September 30, SUMMARY OF FUTURE MATURITIES OF LONG TERM DEBT 2026 $ 656,700 2027 368,200 2028 368,200 2029 368,200 2030 368,200 Thereafter 8,677,417 Total NNN firesuite liability $ 10,806,917 NOTE 15 – 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 16 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of the issuance of the condensed consolidated financial statements as of November 14, 2025, and identified the following: There was a total of 75,000 shares of Class B Non-Voting Common Stock that were exchanged for 75,000 shares of Common Stock subsequent to September 30, 2025. On October 27, 2025, the Company entered into a real estate purchase and sale agreement with a third-party to convey the land owned by PPP used for parking by Sunset Ops (this includes the land and improvements, collectively the “Property”) for a purchase price of $ 14,000,000 . The Company received $ 7,600,000 in cash and 476,190 shares of its Common Stock, valued at $ 6,400,000 based on the average NYSE American Stock Exchange closing sale price over the seven trading days preceding November 5, 2025 (the “Closing Date”), yielding a $ 6,200,000 development profit. The Company also entered into a ground lease agreement on November 4, 2025 to concurrently lease the Property back for a 20-year term under a NNN lease structure and an option to re-purchase the Property within the first three years at a fixed price, which would return the asset to the Company’s balance sheet. 32 NOTE 16 – SUBSEQUENT EVENTS (Continued) On October 28, 2025, the Company’s shareholders approved an amendment to the 2023 Plan to increase the number of shares of the Company’s common stock from 2,500,000 shares of common stock to 7,500,000 shares of common stock. On October 31, 2025, the Company extended the closing date of a purchase and sale agreement to acquire certain real property in Centennial, Colorado, to December 15, 2025. On November 6, 2025, the Company entered into a partner agreement with a third party who agreed to provide various brand-promotion services to the Company. As partial consideration for the brand ambassador’s services, the Company will issue the brand ambassador shares of Common Stock valued at $ 187,500 on the 91st day after the effective date of the partner agreement and every 91 days thereafter during the partner agreement’s three-year term. The remaining consideration will be paid in cash. Roth’s Sea & Steak LLC opened to the public on November 8, 2025. 33 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 year ended December 31, 2024, which is 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 September 30, 2025 and for the three and nine months ended September 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 September 30, 2025 and for the three and nine months ended September 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 nine months ended September 30, 2025 to the three and nine months ended September 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. 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. 34 ● 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 its 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 formed 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 and 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 is developing The Sunset Amphitheater in McKinney, Texas. ● February 2025: Venu launched a multi-season venue configuration model, enabling potential year-round operations across upcoming and future amphitheaters in McKinney, TX; El Paso, TX; Broken Arrow, OK; and Oklahoma City, OK, which are intended to expand potential new revenue and margin opportunities. ● 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 : Engaged 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 projected 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. ● September 2025: Venu entered into an Ambassador Agreement with a Brand Ambassador for the purpose of increasing awareness of the Company’s brand and operations. ● October 2025: Venu signed a Letter of Intent with Primary Wave Music on October 27, 2025, which is expected to allow the Company to bring content derived from music catalogs and artist-inspired experiences across its venues. ● November 2025: Venu awarded its first inaugural Billboard Live Music Disrupter Award on November 3, 2025. ● November 2025: Venu entered into a real estate purchase and sale agreement on November 5, 2025 with a third-party to convey the land owned by PPP for parking at Ford Amphitheater and concurrently lease the property back for a 20-year term under a triple net lease structure with an option to re-purchase the property within the first 36 months of the lease term. ● November 2025: Venu opened its first fine-dining restaurant and bar and lounge, Roth’s Sea & Steak and Brohan’s, on November 8, 2025, in Colorado Springs, Colorado. ● November 2025: Venu is scheduled to break ground on the Sunset Amphitheater in EL Paso, TX on November 19, 2025. 35 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 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 9,060-persons seating as of September 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, as of September 30, 2025, Venu has a 13% ownership interest in The Sunset Amphitheater, LLC (which is the owner and developer of the Ford Amphitheater) but holds a 100% voting interest. Venu owns 52% 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 holds a 100% voting interest. In addition, Venu owns 55% of Sunset at Broken Arrow LLC (which, respectively, will own and operate the planned amphitheater in Broken Arrow, Oklahoma) but holds 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 in certain cases (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. 36 Fine Dining, Hospitality, and Entertainment Campuses — In November 2025, Venu opened Roth’s Sea & Steak, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater. Framing either side of Roth’s are two, configurable hospitality spaces intended for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces is a “top-shelf” bar and lounge called Brohan’s, which offers unobstructed views of the surrounding area that 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 late 2026/early 2027** Outdoor Amphitheaters Ford Amphitheater Colorado Springs, CO Opened in August 2024 The Sunset BA Broken Arrow, OK Expected to open in summer of 2026 The Sunset El Paso El Paso, TX Expected to open in early 2027 The Sunset McKinney McKinney, TX Expected to open in Q3/Q4 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 late 2026/early 2027** Fine Dining & Hospitality Collection Roth’s Sea & Steak Colorado Springs, CO Opened in November 2025 Notes Hospitality Collection Colorado Springs, CO Opened in November 2025 Bars Brohan’s Colorado Springs, CO Opened in November 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 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 ”). 37 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 $1,116,580, or 21%, and $3,743,658, or 28%, of our total revenue during the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, the Event Operations generated $1,104,991, or 21%, and $3,755,113, or 28%, respectively, 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 $2,269,005, or 42%, and $6,859,098, or 51%, of our total revenue for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, the Restaurant Operations generated $2,740,411, or 50% and $8,144,605, or 60%, respectively, of our total revenue. Notes Eatery ended its F&B sales as of July 2025 and the Company does not anticipate opening a similar location in the future. 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 $1,999,169, or 37%, and $2,768,463, or 21%, of total revenue during the three and nine months ending September 30, 2025, respectively, which included naming rights, net of AEG profit. For the three and nine months ended September 30, 2024, the Amphitheater Operations generated $1,606,573, or 30%, and $1,606,573, or 12%, respectively, of our total revenue. 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 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 the financing options 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. 38 Overview of the 2025 Three and Nine-Month Interim Period Financial Comparison Consolidated Results of Operations Comparison of the Three Months Ended September 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 September 30, 2025 and September 30, 2024, respectively. VENU HOLDING CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in US Dollars) Unaudited For the three months ended September 30, 2025 2024 $ Change % Change Revenues Restaurant including food and beverage revenue $ 2,269,005 $ 2,740,411 (471,406 ) -17 % Event center ticket and fees revenue 2,764,796 2,002,572 762,224 38 % Rental and sponsorship revenue 350,953 708,992 (358,039 ) -50 % Total revenues $ 5,384,754 $ 5,451,975 (67,221 ) -1 % Operating costs Food and beverage 546,672 653,178 (106,506 ) -16 % Event center 924,061 435,841 488,220 112 % Labor 1,157,747 1,152,909 4,838 0 % Rent 399,704 333,192 66,512 20 % General and administrative 9,815,684 4,777,577 5,038,107 105 % Equity compensation 1,181,841 671,819 510,022 76 % Depreciation and amortization 1,330,893 1,103,720 227,173 21 % Total operating costs $ 15,356,602 $ 9,128,236 6,228,366 68 % Loss from operations $ (9,971,848 ) $ (3,676,261 ) (6,295,587 ) 171 % Other income (expense), net Interest income (expense) 338,935 (886,211 ) 1,225,146 -138 % Other expense (156,362 ) - (156,362 ) -100 % Other income 497,082 35,000 462,082 1320 % Total other income (expense), net 679,655 (851,211 ) 1,530,866 -180 % Net loss $ (9,292,193 ) $ (4,527,472 ) (4,764,721 ) 105 % Net loss attributable to non-controlling interests (2,930,706 ) (595,251 ) (2,335,455 ) 392 % Net loss attributable to Venu (6,361,487 ) (3,932,221 ) (2,429,266 ) 62 % Preferred stock dividend 103,500 - 103,500 100 % Net loss attributable to common stockholders $ (6,464,987 ) $ (3,932,221 ) (2,532,766 ) 64 % Comparison of the Nine Months Ended September 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 nine months ended September 30, 2025 and September 30, 2024, respectively. VENU HOLDING CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in US Dollars) Unaudited For the nine months ended September 30, 2025 2024 $ Change % Change Revenues Restaurant including food and beverage revenue $ 6,859,098 $ 8,144,605 (1,285,507 ) -16 % Event center ticket and fees revenue 5,019,548 4,663,228 356,320 8 % Rental and sponsorship revenue 1,492,573 759,123 733,450 97 % Total revenues $ 13,371,219 $ 13,566,956 (195,737 ) -1 % Operating costs Food and beverage 1,658,058 1,901,590 (243,532 ) -13 % Event center 2,577,623 1,727,311 850,312 49 % Labor 3,275,576 3,358,871 (83,295 ) -2 % Rent 1,174,038 975,756 198,282 20 % General and administrative 25,019,942 20,351,859 4,668,083 23 % Equity compensation 14,406,223 3,927,325 10,478,898 267 % Depreciation and amortization 4,080,668 2,319,513 1,761,155 76 % Total operating costs $ 52,192,128 $ 34,562,225 17,629,903 51 % Loss from operations $ (38,820,909 ) $ (20,995,269 ) (17,825,640 ) 85 % Other income (expense), net Interest expense (2,567,947 ) (2,214,887 ) (353,060 ) 16 % Other expense (202,087 ) (2,500,000 ) 2,297,913 -92 % Other income 562,406 97,500 464,906 477 % Total other income (expense), net (2,207,628 ) (4,617,387 ) 2,409,759 -52 % Net loss $ (41,028,537 ) $ (25,612,656 ) (15,415,881 ) 60 % Net loss attributable to non-controlling interests (5,186,085 ) (1,560,398 ) (3,625,687 ) 232 % Net loss attributable to Venu (35,842,452 ) (24,052,258 ) (11,790,194 ) 49 % Preferred stock dividend 120,375 - 120,375 100 % Net loss attributable to common stockholders $ (35,962,827 ) $ (24,052,258 ) (11,910,569 ) 50 % 39 For the three and nine-month periods ended September 30, 2025 and 2024: ● Total Assets: Total assets increased 76% to $314,807,320 as of September 30, 2025, up from $178,417,515 at December 31, 2024. ● Property and Equipment: Property and equipment increased 82% to $250,191,115 as of September 30, 2025, up from $137,215,936 at December 31, 2024. ● Revenues Total Revenues ● The Company generated total revenue of $5,384,754 compared to $5,451,975 for the three months ended September 30, 2025 and 2024, representing a decrease of $67,211 or approximately 1% year over year for the same period. ● The Company generated total revenue of $13,371,219 compared to $13,566,956 for the nine months ended September 30, 2025 and 2024, representing a decrease of $195,737 or approximately 1% year over year for the same period. ● The year over year decrease for the three- and nine-month periods was primarily due to the closure of the Notes Eatery restaurant in Colorado in July 2025 and softer overall F&B sales at BBST CO and weaker venue rentals at BBP CO in 2025. The Company’s operational management team is strategically focused on actions intended to help achieve top-line revenue growth at BBST CO and BBP CO during the late half of 2025 and throughout 2026. The opening of Roth’s Sea and Steak and Brohan’s in November 2025 and being fully operational for the 2026 season are expected to contribute to increased revenues. ● The year over year decreases were offset by an increase in amphitheater revenues due to Ford Amphitheater being open for a full concert season from April to September in 2025 compared to only being open from August to September in 2024, and increased sponsorships received. The Company anticipates this amphitheater revenue to continue to grow in 2026 as the Ford Amphitheater is expected to grow its number of shows and average tickets sold per show year over year. Amphitheater Operations ● The Company 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), of $1,999,169 compared to $1,606,573 for the three months ended September 30, 2025 and 2024, representing an increase of $392,596 or approximately 24% year over year for the same period. ● The Company generated net revenue (defined as profit after Venu’s split with AEG, the operator of the amphitheater), with receipts from the Company’s naming rights agreements (which are outside of VENU’s AEG partnership agreement), of $2,768,463 compared to $1,606,573 for the nine months ended September 30, 2025 and 2024, representing an increase of $1,161,890 or approximately 72% year over year for the same period. ● The year over year increase for the three- and nine-month periods was due to Ford Amphitheater being open for a full concert season from April to September in 2025 compared to only being open from August to September in 2024. For the 2024 concert season through September 30, 2024, there were 15 shows held at Ford Amphitheater which generated gross receipts of $12.9 million and over 112,000 attendees. For the 2025 concert season through September 30, 2025, there were 26 shows held at Ford Amphitheater which generated gross receipts of $14.4 million and over 114,000 attendees with an average per ticket in excess of that for the 2024 season. 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. Net Loss ● The Company had a net loss of $9,292,193 compared to $4,527,472 for the three months ended September 30, 2025 and 2024, representing an increase of $4,764,721 or approximately 105% year over year for the same period. ● The Company had a net loss of $41,028,537 compared to $25,612,656 for the nine months ended September 30, 2025 and 2024, representing an increase of $15,415,881 or approximately 60% year over year for the same period. ● The year over year increase for the three- and nine-month periods is mainly attributable to increases in general and administrative expenses and equity compensation expenses, which 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. The expansion plans require increased 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 expects costs in these areas to remain elevated as the Company expands its teams into new markets, develops its entertainment campuses and takes actions intended to strengthen its balance sheet over the next several years. 40 Operating Expenses Food and Beverage Costs ● Food and beverage costs decreased $106,506 to a total of $546,672 during the three months ended September 30, 2025 compared to a total of $653,178 for the three months ended September 30, 2024. ● Food and beverage costs decreased $243,532 to a total of $1,658,058 during the nine months ended September 30, 2025, compared to a total of $1,901,590 for the nine months ended September 30, 2024. ● The year over year decrease for the three- and nine-month periods was primarily driven by the decrease in overall sales volumes for the three- and nine-month periods. Event Center Cost ● Event center costs increased $488,220 up to a total of $924,061 during the three months ended September 30, 2025, compared to a total of $435,841 for the three months ended September 30, 2024. ● Event center costs increased $850,312 up to a total of $2,577,623 during the nine months ended September 30, 2025, compared to a total of $1,727,311 for the nine months ended September 30, 2024. ● The year over year increase for the three- and nine-month periods was primarily due to the increase in talent expenses for the three- and nine-month periods. Labor Costs ● Labor costs increased $4,838 up to a total of $1,157,747 during the three months ended September 30, 2025, compared to a total of $1,152,909 for the three months ended September 30, 2024. ● Labor costs decreased $83,295 to a total of $3,275,576 during the nine months ended September 30, 2025, compared to a total of $3,358,871 for the nine months ended September 30, 2024. ● The year over year increase for the three-month period and decrease for the nine-month period are due to timing of changes in staffing at the operational level. Management is closely monitoring staffing level in an effort to keep costs consistent. Rent Costs ● Rent costs increased $66,512 up to a total of $399,704 during the three months ended September 30, 2025, compared to $333,192 for the three months ended September 30, 2024. ● Rent costs increased $198,282 up to a total of $1,174,038 during the nine months ended September 30, 2025, compared to $975,756 during the nine months ended September 30, 2024. ● The year over year increase for the three- and nine-month periods was due to increases in property taxes and insurance expenses over several locations and an additional corporate leased space in McKinney, Texas. General and Administrative and Equity Compensation Expenses ● General and administrative expenses and equity compensation expenses increased $5,548,129 up to a total of $10,997,525 during the three months ended September 30, 2025, compared to a total of $5,449,396 for the three months ended September 30, 2024. ● General and administrative expenses and equity compensation expenses increased $15,146,981 up to a total of $39,426,165 during the nine months ended September 30, 2025, compared to $24,279,184 for the nine months ended September 30, 2024. ● The year over year increase in general and administrative expenses for the three- and nine-month periods was due to the Company’s expansion into additional municipalities, pre-opening expenses for SHC, Roth’s Sea and Steak and Brohan’s, and increased sales of the Luxe FireSuites and NNNs offerings with increased associated costs. These expansion plans require increased 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 costs 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 year over year increase in equity compensation expenses for the three- and nine-month periods was due to various equity awards granted during the period to employees, consultants and service providers, and 2.5 million options granted in January 2025. Depreciation and Amortization Costs ● Depreciation and amortization costs increased $227,173 up to a total of $1,330,893 during the three months ended September 30, 2025, compared to $1,103,720 during the three months ended September 30, 2024. ● Depreciation and amortization costs increased $1,761,155 for a total of $4,080,668 during the nine months ended September 30, 2025, compared to $2,319,513 during the nine months ended September 30, 2024. ● The year over year increase for the three- and nine-month periods is due to a significant increase in assets purchased in 2025 that did not receive depreciation in prior periods. Interest Income (Expense) ● Interest expense decreased $1,225,146 to a total of $338,935 during the three months ended September 30, 2025, compared to $(886,211) during the three months ended September 30, 2024. ● Interest expense increased $353,060 to a total of $(2,567,947) during the nine months ended September 30, 2025, compared to $(2,214,887) during the nine months ended September 30, 2024. ● The year over year decrease for the three-month period was primarily due to the conversion of promissory notes to equity during the second and third quarters of 2025, which reduced interest expense and amortization of debt discount fees during the third quarter in 2025. ● The year over year increase for the nine-month period was primarily due to the issuance of convertible promissory notes, additional borrowings on long-term debt and NNN lease agreements in the second and third quarters of 2025, which increased interest expense and amortization of debt discount fees in 2025. Other Expense ● Other expenses increased $156,362 up to a total of $156,362 during the three months ended September 30, 2025, compared to $0 during the three months ended September 30, 2024. ● Other expenses decreased $2,297,913 to a total of $202,087 during the nine months ended September 30, 2025, compared to $2,500,000 during the nine months ended September 30, 2024. ● The year over year increase in the three-month period was due to Notes Eatery ceasing its operations in July 2025. ● The year over year decrease in the nine-month period was due to expenses that occurred in 2024 that were not present in 2025 that related 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). 41 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 $32,500 and $32,500 for the three months ended September 30, 2025 and 2024 and $97,500 and $97,500 for the nine months ended September 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 $192,500 and $107,500 in receivables from Roth as of September 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 sheets. 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. 42 Inflation We continue to monitor the impacts of 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 has 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, and exploring additional markets, while closing on its initial public offering that closed on November 29, 2024. While our primary focus is building venues in these additional markets, its secondary focus is the development of venues in other prospective markets. While we undergo the construction of these venues during the remainder of 2025 and 2026 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate additional venues. When comparing our year-after-year interim financials, we had an accumulated deficit of $83,203,658 and $47,361,208 as of September 30, 2025 and December 31, 2024, respectively, with cash flows used in operations of $5,186,884 for the nine months ended September 30, 2025 and provided by $13,336,007 for the nine months ended September 30, 2024, respectively. Additionally, net loss increased to $41,028,537 for the nine-months ended September 30, 2025 from $25,612,656 for the nine months ended September 30, 2024. These conditions raised substantial doubt about the Company’s ability to continue as a going concern for the next twelve months; however, based on management’s plan, as described below, such substantial doubt has been alleviated. 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 purposes. In addition, the Company grew its property and equipment, net, to $250,191,115 as of September 30, 2025 compared to $137,215,936 as of December 31, 2024, which represents an increase of 82% over the nine-month period. The Company believes that cash on hand, the 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 and 2026 will allow the Company to continue its business operations. The opening of Roth’s Sea & Steak in late 2025, with additional capital raising and debt financing in 2025 and potentially in 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. 43 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. 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 accrues interest at 8.50% and 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 September 30, 2025 and December 31, 2024 was $5,937,119 and $0, respectively. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by JW Roth, the Company’s Chairman and CEO. During the nine months ended September 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 July 22, 2025, the Company issued 103,667 shares of Common Stock upon conversion of a secured promissory note to satisfy 50% of the outstanding obligations owed thereunder. Cash Flows The following information reflects cash flows for continuing operations for the nine-month periods presented: Nine Months Ended September 30, 2025 2024 Cash and cash equivalents at beginning of period $ 37,969,454 $ 20,201,104 Net cash (used in) provided by operating activities (5,186,884 ) 13,336,007 Net cash used in investing activities (75,805,333 ) (61,541,682 ) Net cash provided by financing activities 101,204,579 63,801,428 Cash and cash equivalents at end of period $ 58,181,816 $ 35,796,857 Net Cash Used in Operating Activities Net cash used in operating activities was $5,186,884 and net cash provided by operating activities was $13,336,007 during the nine months ended September 30, 2025 and 2024, respectively. The year over year decrease of $18,522,891 in cash provided was primarily attributable to increases in net loss and decreases in equity issued for services, noncash financing expense and licensing liability, which was offset by increases in equity based compensation. 44 Net Cash Used in Investing Activities Net cash used in investing activities was $75,805,333 and $61,541,682 during the nine months ended September 30, 2025 and 2024, respectively. The year over year increase of $14,263,651 in cash used was primarily attributable to an increase in the purchase of property and equipment and the investment in EIGHT Brewing. Net Cash Provided by Financing Activities Net cash provided by financing activities was $101,204,579 and $63,801,428 during the nine months ended September 30, 2025 and 2024, respectively. The year over year increase of $37,403,151 in cash provided was primarily attributable to increases in receipts of convertible promissory notes and proceeds from the sale of NNN and firesuites interests, issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock and issuance of common stock through a registered offering of shares of common stock that closed in August 2025. 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. 45 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. 46 Warrants and Options During the nine months ended September 30, 2025, the Company granted a total of 4,711,750 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 608,750 in total warrants and options for contributed services and (iv) 703,000 to employees and directors. As of September 30, 2025, there was a total of 7,605,102 warrants (and stock options) exercisable with an aggregate intrinsic value of $32,298,194. For the total warrants and stock options outstanding of 9,863,323 as of September 30, 2025, the aggregate intrinsic value was $39,736,466. As of September 30, 2025, there was $8,743,231 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 nine months ended September 30, 2025, respectively, was $475,978 and $13,500,360. Equity-based compensation for the three and nine months ended September 30, 2024, respectively, was $671,819 and $10,927,326. The cost is expected to be recognized over a weighted-average period of 4.51 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. During the three and nine months ended September 30, 2025, the Company bought 5,100,000 membership units of SHC. This purchase transaction did not result in a change in control of SHC. The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of September 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 16,068 523,015 319,467 9,365 - 747,034 3,087,147 7,025,637 47,352 904,122 6,351 4,373,880 17,059,438 Property and equipment, net 132,837 10,360,874 9,567,452 47,467,465 - 43,187,087 40,624,515 53,746,598 523,052 - - - 205,609,880 Other assets 1,118,322 311,473 635,749 10,000 - 6,005,453 1,046,338 12,964,383 3,470,001 1,854,413 4,499 350,000 27,770,631 Total assets 1,267,227 11,195,362 10,522,668 47,486,830 - 49,939,574 44,758,000 73,736,618 4,040,405 2,758,535 10,850 4,723,880 250,439,949 LIABILITIES Accounts payable 24,246 - 8 6,828 - 29,122,687 1,557,937 10,942,893 198,623 10,000 2,570 10,001 41,875,793 Accrued expenses and other 361,938 439,626 472,581 18,984 - - 48,051 98,622 6,651 - 7,199 1,683 1,455,335 Other long-term liabilities 985,024 3,942,416 2,926,711 - - 675,000 5,937,119 26,666,360 - - - - 41,132,630 Total Liabilities 1,371,208 4,382,042 3,399,300 25,812 - 29,797,687 7,543,107 37,707,875 205,274 10,000 9,769 11,684 84,463,758 Stockholders’ Equity & NCI (103,981 ) 6,813,320 7,123,368 47,461,018 - 20,141,887 37,214,893 36,028,743 3,835,131 2,748,535 1,081 4,712,196 165,976,191 Total liabilities and equity 1,267,227 11,195,362 10,522,668 47,486,830 - 49,939,574 44,758,000 73,736,618 4,040,405 2,758,535 10,850 4,723,880 250,439,949 47 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 TN Sunset MC Sunset BA SHC Sunset McK Sunset El 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 48 The following table provides a summary of the Company’s non-controlling interests for the periods ended September 30, 2025 and September 30, 2024: BBPCO GAHIA HIA Sunset CO Sunset MC Sunset BA SHC Sunset McK Venu VIP Venu Inc Notes CS 1 Sunset EP Luxe 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 ) Subsidiary issuance of shares - - - - - 2,596,672 13,770,625 10,953,701 - 15,968 9,262 - - 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 ) 2,619,115 16,762,526 15,090,538 (6,224 ) 15,268 102,942 - - 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 ) (7,883 ) - (886,361 ) Subsidiary issuance of shares - - - - - 468,182 296,999 12,724,912 - 64,078 162,958 4,123 - 13,721,252 Distributions to non-controlling shareholders - (109,714 ) (909 ) - - - - - - (9,367 ) (26,369 ) - - (146,359 ) Balance at June 30, 2025 (107,997 ) 6,581,849 577,989 18,658,182 (65,251 ) 3,454,381 16,788,627 27,476,833 (7,428 ) 66,614 234,577 (3,760 ) - 73,654,617 Net income (loss) attributable to non-controlling interest 7/1-9/30/25 (30,377 ) 84,656 (1,752 ) (391,258 ) (177 ) (795,411 ) (155,705 ) (1,559,441 ) (3,428 ) (11,742 ) (44,010 ) (8,242 ) (13,819 ) (2,930,706 ) Subsidiary issuance of shares - - - - - 2,881,640 109,837 2,679,238 - 189,128 798,788 (3,477 ) - 6,655,153 Distributions to non-controlling shareholders - (169,555 ) (1,818 ) (250,000 ) (876,250 ) - (800,000 ) - - (37,685 ) (69,813 ) - - (2,205,121 ) Balance at September 30, 2025 (138,374 ) 6,496,950 574,419 18,016,924 (941,678 ) 5,540,610 15,842,759 28,596,630 (10,856 ) 206,315 919,542 (15,479 ) (13,819 ) 75,173,943 49 BBPCO GAHIA HIA Sunset CO Sunset TN Sunset MC Sunset BA SHC Sunset McK Venu VIP Notes CS 1 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 ) Subsidiary 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 ) Subsidiary 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 Net income (loss) attributable to Non-Controlling Interest 7/1-9/30/24 5,139 81,043 (3,047 ) (161,268 ) - 121 (76,505 ) (394,635 ) (45,210 ) (889 ) - (595,251 ) Subsidiary issuance of shares - - - - - (215,816 ) 64,007 (1,075,137 ) 2,525,361 (445 ) (64,852 ) 1,233,118 Distributions to non-controlling shareholders - (202,016 ) (909 ) (419,025 ) - - - - - - - (621,950 ) Balance at September 30, 2024 (86,184 ) 6,519,559 589,229 20,769,381 - (90,932 ) 236,118 2,980,080 3,809,302 (1,334 ) (64,852 ) 34,660,367 50 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 September 30, 2025, the Company has 379,990 shares of Class B Non-Voting Common Stock and 43,248,732 shares of Common Stock issued and outstanding. On October 28, 2025, the Company’s shareholders approved an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan to increase the number of shares of the Company’s common stock reserved under the plan from 2,500,000 shares to 7,500,000 shares. 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. 51 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 September 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 includes the continuation of system enhancements, increased segregation of duties and growth of headcount in our accounting and finance department and/or increased use of 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/or external consultants and with enhanced accounting systems and financial close processes. Changes in Internal Control over Financial Reporting During the quarter ended September 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 a material weakness in internal controls as described above and intends to remediate this by year end. Management has increased headcount by 18% since December 31, 2024 in the accounting and finance department to strengthen its segregation of duties. Management will also consult with third-party professionals 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. 52 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. On August 20, 2025, the Company and two of its subsidiaries, Sunset at Mustang Creek, LLC and Sunset at Broken Arrow, LLC, received a subpoena duces tecum from the Oklahoma Division of Securities (the “ ODS ”). The two subpoenas require production of documents related to any offering of securities in the State of Oklahoma. The ODS has not asserted any securities violations by the Company or its subsidiaries. The Company is fully cooperating with the ODS and has provided responsive information to the ODS. Otherwise, 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 During the quarter ended September 30, 2025, and through November 14, 2025, the Company did not sell any equity securities in a transaction that was not registered under the Securities Act, except for those reported in a prior report filed with the Securities and Exchange Commission and as set forth below: On September 22, 2025, the Company entered into a partner agreement with a third party who agreed to serve as an ambassador and provide various brand-promotion services for the Company. As partial consideration for the brand ambassador’s services, the Company will issue the brand ambassador shares of Common Stock valued at $125,000 on the 91st day after the effective date of the partner agreement and every 91 days thereafter during the partner agreement’s three-year term. The remaining consideration will be paid in cash. On October 14, 2025, we issued 75,000 shares of Common Stock in exchange for from 75,000 shares of Class B Non-Voting Common Stock. This exchange was effected under one or more exemptions from registration under the Securities Act, including Section 3(a)(9). On November 6, 2025, the Company entered into a partner agreement with a third party who agreed to provide various brand-promotion services to the Company. As partial consideration for the brand ambassador’s services, the Company will issue the brand ambassador shares of Common Stock valued at $187,500 on the 91st day after the effective date of the partner agreement and every 91 days thereafter during the partner agreement’s three-year term. The remaining consideration will be paid in cash. 53 ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. ITEM 5. OTHER INFORMATION. During the quarter ended September 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. Aircraft Loan As previously disclosed, in September 2025, Artist 280 purchased an aircraft to support certain of the Company’s current and prospective growth initiatives and development projects around the country. Effective September 26, 2025, Artist 280 borrowed $12,000,000 million (the “Loan”) from PNC Bank, National Association (the “Lender”). The Loan is evidenced by a promissory note (the “Note”) delivered by Artist 280 in favor of the Lender. The term of the Loan is 60 months from October 1, 2025, and the Loan bears interest at 6.01% per annum. Monthly payments of principal and interest are due under the Note and will be calculated by amortizing the principal amount of the Note over 240 months. Obligations under the Note are secured under an Aircraft Security Agreement between Artist 280 and Lender pursuant to which Artist 280 granted to Lender a security interest in the aircraft owned by Artist 280. In addition, JW Roth, the Company’s CEO, delivered a limited guaranty and suretyship agreement whereby he agreed to unconditionally guarantee and become a surety for payments due under the Note, although Mr. Roth’s maximum liability under that guaranty is $4.5 million. Brand Ambassador and Partner Agreements In the ordinary course of its business, the Company, from time to time, enters into various relationships and agreements with third parties for industry events and services intended to increase the Company’s profile in the music industry and raise brand awareness for the Company’s current and prospective music venues. By way of example, during and after the quarter ended September 30, 2025: ● On September 22, 2025, the Company entered into an Ambassador Agreement with a third party for the purpose of increasing awareness of the Company. The term of the agreement is three years and requires cash payments to the brand ambassador, being a payment at the time of the signing of the agreement, and then on-going payments at defined intervals. During the term of the agreement, the Company will also issue shares of common stock to the ambassador on the 91 st day after the effective date of the agreement and every 91 days thereafter. The number of such shares of common stock to be issued on each grant date during the term will equal a value of $125,000, such value to be determined based on the Volume Weighted Average Price per share during the preceding twenty days during which the NYSE American was open. ● On November 6, 2025, the Company entered into a Partner Agreement with a third party for the purpose of increasing awareness of the Company. The term of the agreement is three years and requires cash payments to the brand ambassador, being a payment at the time of the signing of the agreement, and then on-going payments at defined intervals. During the term of the agreement, the Company will also issue shares of common stock to the ambassador on the 91 st day after the effective date of the agreement and every 91 days thereafter. The number of shares of common stock to be issued on each grant date during the term will equal a value of $187,500, such value to be determined based on the Volume Weighted Average Price per share during the preceding twenty days during which the NYSE American was open. Under the agreements generally described above, each ambassador will provide various services intended to promote the Company’s brand in the music industry, including engaging in various public promotional services on behalf of the Company, which may include testimonials, public appearances and announcements, and also providing content for brand promotional activities. 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 42,847,542 shares of Common Stock that are issued and outstanding as of November 14, 2025: ● approximately 10,940,611 are freely tradable in the public market without restriction on transfer or subject to contractual “leak-out” restrictions or limitations. ● 31,906,931 are subject to “leak-out” restrictions, of which 6,651,565 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 14,923,148 shares beneficially owned by our officers and directors as of November 14, 2025: ● 8,705,657 shares are subject to “leak-out” restrictions, of which 1,181,179 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. ● 6,217,491 are not subject to the “leak-out” restrictions. These 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. 54 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. 55 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: November 14, 2025 By: /s/ JW Roth JW Roth Chief Executive Officer and Chairman Date: November 14, 2025 By: /s/ Heather Atkinson Chief Financial Officer 56