Venu Holding Corp 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth in the notes to our financial statements, 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, 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 factors set forth in the “Item 1A (Risk Factors” section of our IPO Final Prospectus, filed with the SEC on November 27, 2024,) of this Annual Report 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 Regarding 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 Annual 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, 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 MD&A 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 entitled “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report and “Risk Factors” in our IPO Final Prospectusthis Annual Report. 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 years ended December 31, 2024 to December 31, 2023. 66 ● 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. ● September 2022: Venu opened its first live music and social bar, known as “Notes”, in Colorado Springs, Colorado. ● May 2023: Venu broke ground on Ford Amphitheater in Colorado Springs, Colorado. ● June 2023: Venu entered into an operating agreement with AEG with respect to the operation of Ford Amphitheater, which Venu opened in August 2024. ● June 2023: Venu opened in second Bourbon Brothers venue and its second BBST restaurant in Gainesville, Georgia. 67 ● June 2023: Venu entered into a term sheet to purchase 21 acres of land in Oklahoma City, Oklahoma with the intent of building The Sunset at Mustang Creek, a 12,500-person outdoor amphitheater. In April 2024, the Mustang Creek amphitheater was not approved by city council and, but Venu is reviewing other properties in the area and entered into formal negotiations with the City of Yukon, Oklahoma in March 2025 for the development of an amphitheater. ● October 2023: Venu entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma, pursuant to which the parties are forming a public-private partnership and intend to open The Sunset BA, a 12,500-capacity amphitheater, by fall 2025. ● 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 will develop The Sunset McKinney. The Chapter 380, Grant, and Development Agreement was amended in October and December 2024. ● 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 is acquiring approximately 17 acres of land from the City of El Paso where it will construct and manage The Sunset El Paso, a 12,500-person amphitheater. The parties amended the Purchase and Sale Agreement in August and October 2024. ● August 2024: Venu opened its first amphitheater, Ford Amphitheater, in Colorado Springs, Colorado, and began hosting live concerts and events at the venue. ● September 2024: Venu legally changed its name from Notes Live, Inc. to Venu Holding Corporation. ● November 2024: Venu closed on the initial public offering of its Common Stock, generating net proceeds to the Company of approximately $12.3 million, and, in connection therewith, the Company’s Common Stock was listed on the NYSE American. ● January 2025: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation, closed on its purchase of an approximately 46-acre tract of land where it will develop The Sunset Amphitheater in McKinney, Texas. Venue Ownership Venu primarily generates revenue through restaurant operations, event rentals, and hosting concerts and events. Our business involves developing, owning, and operating the following types of venues and entertainment spaces: Music Halls — Music halls are indoor, intimate music and event venues that can accommodate up to approximately 1,400 guests. This venue category includes our Bourbon Brothers Presents venues, which are designed to host approximately 1,400 concertgoers at general admission concerts featuring national-touring artists or to seat between 500 and 700 guests at more intimate events such as concerts featuring tribute bands or dueling pianos, corporate functions, or weddings. Our BBP music halls can quickly be transitioned from one configuration to the next. This operational flexibility is intended to maximize our event-rental opportunities by expanding the types of events we can host while minimizing the time it takes to stage one event to the next, allowing us, for example, to host a premier concert one night and a wedding the following afternoon. Amphitheaters — Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and will primarily be operated during the summer through fall seasons. 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, 8,000-person venue. 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 VIP firepit suites, accommodating a total of 736 VIP guests. Ford Amphitheater will primarily host concerts from May through October each year. The amphitheaters planned for development in Oklahoma and Texas will also have firepit suites and be capable to host multi-seasonal events. 68 Certain entities that own and develop Venu’s venues are not wholly owned by Venu. For example, Venu has a 10% ownership interest in The Sunset Amphitheater LLC (which is the owner and developer of the Ford Amphitheater) but holds a 100% voting interest. Venu anticipates it will own 60% of Sunset Hospitality Collection, LLC (which is a company designed to own the building to lease to Roth Seafood & Chophouse and Notes Hospitality Collection) but hold 100% of the voting interest. In addition, the Company expects to own 30% of Sunset at Broken Arrow LLC and Sunset at Mustang Creek LLC (which, respectively, will own and operate the planned amphitheaters in Broken Arrow, Oklahoma and the greater Oklahoma City area) while, in each case, holding a 100% voting interest. With respect to its subsidiaries that own and develop amphitheaters, third-party members, in exchange for their capital contributions, receive an interest in the exclusive use of a specific suite at the applicable venue and also in their capacity as equity owners receive financial interests in their pro rata portion of a defined portion of the revenues generated by the venue for each event. Similarly, third-party members in Sunset Hospitality Collection LLC, receive, in exchange for their capital contribution, distributions from revenues resulting from lease payments received on the property owned by the entity. Restaurants — Bourbon Brothers Smokehouse & Tavern is Venu’s flagship, full-service restaurant concept. BBST serves American classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, whiskies, and local craft beers. Venu develops its BBST restaurants and BBP music halls in close proximity to one another, which allows BBST to serve as the exclusive caterer for BBP events. Fine Dining, Hospitality, and Entertainment Campuses — In summer 2025, Venu expects to open Roth’s Seafood & Chophouse, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating. In fall 2025, Venu expects for the restaurant operations of Roth’s Seafood & Chophouse to commence. Framing either side of Roth’s will be two configurable hospitality spaces intended to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces will be a “top-shelf” bar and lounge called Brohan’s, which, once opened in fall 2025, will offer unobstructed views of the surrounding area Venu intends to monetize during marquee shows at Ford Amphitheater. The following table summarizes the types of venues we 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 Outdoor Amphitheaters Ford Amphitheater Colorado Springs, CO Opened in August 2024 The Sunset OKC Greater Oklahoma City area, OK* Expected to open in late 2026* The Sunset BA Broken Arrow, OK Expected to open in late 2025 or early 2026 The Sunset McKinney McKinney, TX Expected to open in mid-2026 The Sunset El Paso El Paso, TX Expected to open in mid-2026 Restaurants BBST CO Colorado Springs, CO Opened in April 2017 BBST GA Gainesville, GA Opened in June 2023 Notes Eatery Colorado Springs, CO Opened in September 2022 69 Venue Type Location Current Status Fine Dining & Hospitality Collection Roth’s Seafood & Chophouse Colorado Springs, CO Expected to open in summer 2025 for exterior concert seating and fall 2025 for restaurant operations Notes Hospitality Collection Colorado Springs, CO Expected to open in summer 2025 for exterior concert seating and fall 2025 for hosted events Bars Brohan’s Colorado Springs, CO Expected to open in fall 2025 * Venu is currently in active negotiations with a municipality and expects to have a site contracted for The Sunset OKC in the spring of 2025. See “ The Sunset at Mustang Creek — Oklahoma City, Oklahoma ” beginning on page 16 of this Annual Report for more information regarding Venu’s ongoing efforts with respect to The Sunset OKC. In March 2025, Venu entered into formal negotiations with the City of Yukon, Oklahoma, with the intention of constructing The Sunset OKC. Business Segment Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker views our operations and manages the business in one segment. The net operating loss for December 31, 2024 and 2023, was $27.4 million and $11.1 million, respectively. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, and requires single reporting entities to comply with the expanded reportable segment disclosures outlined in the ASU. The expanded reportable segment disclosures are intended to enhance certain disclosures surrounding significant segment expenses. The Company reports its segment information to reflect the manner in which the chief operating decision maker (the “CODM”) reviews and assesses performance. The Company’s Chief Executive Officer, President and Chief Operating Officer have joint responsibility as the CODM and review and assess the performance of the Company as a whole. The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes. Information on net income (loss) and operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations. The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements. As the Company is a single-segment business, the adoption of this new standard did not have a material effect on the Company’s financial statements. 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 ”) at the event center and amphitheaters, in addition to the revenues generated by venue rentals and sponsorships at the event centers and amphitheaters. 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. In 2023, we promoted and held 231 live music and other events at our two music halls, BBP CO, operating in Colorado Springs, Colorado, and BBP GA, which opened in June 2023 and operates in Gainesville, Georgia. In 2024, we promoted and held 219 events at BBP CO, 268 events at BBP GA, and 201 events at “Notes Eatery,” Venu’s newest live music and restaurant concept, which originally opened as “Notes” bar before expanding to the full restaurant, Notes Eatery, in May 2024. Our Event Operations business generated $5,346,120 or 30%, of our total revenue during 2024, and $3,075,141, or 25%, of our total revenue during 2023. The 74% increase of $2,270,976 in revenue generated from 2023 to 2024 was primarily attributable to BBP GA venue being open and fully operational during the full year of 2024 while still being under construction and recognizing partial sales for 2023. Within our Events Operations, we generate revenues through: (i) ticket sales 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. 70 Restaurant Operations. Revenues generated through restaurant operations included F&B sales at our BBST restaurants and Notes bar (known as Notes Eatery as of May 2024). 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 $10,828,972, or 61%, of our total revenue during 2024. In 2023, our Restaurant Operations business generated $9,522,523, or 76%, of our total revenue. The 14% increase of $1,306,449 in revenue generated from Restaurant Operations from 2023 to 2024 was primarily attributable to increases in both BBST CO and BBST GA, with BBST GA open and fully operational during the full year of 2024 while still being under construction and recognizing partial sales for 2023. Amphitheater Operations. The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary, we have 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 our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, 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, and other operating costs within our net amphitheater revenue recognition from AEG. For future amphitheater locations we expect to open, we anticipate entering into contractual arrangements with third-party operators having terms similar to those in our agreement with AEG. Our Amphitheater Operations generated net profits, over a partial season of 20 shows, of $1,659,291, or 9%, of our total revenue during 2024. Financial Private Equity Offerings Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity securities. During 2024, we raised $32,059,550 in a private offering of our Common Stock. We have used, and expect to use, the proceeds of that offering primarily to fund marketing, recruitment and development of staff, costs for operating Ford Amphitheater, pre-opening costs for Roth’s Seafood and Chophouse and Notes Hospitality Collection restaurant venues in Colorado Springs, Colorado, and other working capital needs. We anticipate raising additional cash through the private sales of membership interests in certain of our subsidiary entities (including interests in our firepit suites) at our amphitheater locations, collaborative arrangements such as owner’s clubs, or a combination thereof, to continue to fund our construction of venues. There is no assurance that any such collaborative arrangement will be entered into or that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient funds in a timely manner, we may be forced to curtail operations or revise the timeline of our business plan. Initial Public Offering On November 26, 2024, we completed our initial public offering (the “ 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. We 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 shares of Common Stock were offered and sold pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-281271), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 6, 2024, and later amended (as amended, the “Registration Statement”). The Registration Statement was declared effective by the Commission on November 12, 2024. The closing of the Offering took place on November 29, 2024. We received net proceeds of approximately $12.3 million from the Offering, after deducting underwriting discounts and commissions and other offering expenses. 71 Overview of Year-to-Year Financial Comparison For the years ended December 31, 2024 and 2023: ● We generated total revenue of $17,834,383 and $12,597,664, respectively, representing year-over-year growth of $5,236,719 or approximately 42%; ● We had a net loss of $32,948,973 and $11,386,793, respectively, representing a year-over-year increase in net loss of $21,562,180 or approximately 189%; ● Our net cash provided by (used in) operating activities was $3,608,417 and $(4,876,172), respectively, representing year-over-year increase in cash provided by operating activities of $8,484,589 or approximately 174%; ● Our net cash used in investing activities was $(74,951,561) and $(31,165,063), respectively, representing year-over-year increase in cash used in investing activities of $43,786,498 or approximately 140%; and ● Our net cash provided by financing activities was $89,111,494 and $32,771,605, respectively, representing year-over-year increase in cash provided by financing activities of $56,339,889 or approximately 172%. Consolidated Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 Our results of operations have varied significantly from year to year and may vary significantly in the future. The following table sets forth our results of operations for the years ended December 31, 2024 and 2023, respectively. 72 For the years ended December 31, 2024 2023 $ Change % Change Revenues Restaurant including food and beverage revenue $ 10,828,972 $ 9,522,523 1,306,449 14 % Event center ticket and fees revenue 4,648,478 2,152,826 2,495,652 116 % Rental and sponsorship revenue 2,356,933 922,315 1,434,618 156 % Total revenues $ 17,834,383 $ 12,597,664 5,236,719 42 % Operating costs Food and beverage 2,409,133 2,216,359 192,774 9 % Event center 2,554,606 1,072,909 1,481,697 138 % Labor 4,383,505 3,667,095 716,410 20 % Rent 1,361,787 815,233 546,554 67 % General and administrative 18,832,115 13,688,480 5,143,635 38 % Equity compensation 12,015,133 392,520 11,622,613 2961 % Depreciation and amortization 3,656,229 1,877,236 1,778,993 95 % Total operating costs $ 45,212,508 $ 23,729,832 21,482,676 91 % Loss from operations $ (27,378,125 ) $ (11,132,168 ) (16,245,957 ) 146 % Other income (expense), net Interest expense (3,906,959.00 ) (331,674 ) (3,575,285 ) 1078 % Other expense (2,500,006.00 ) - (2,500,006 ) 100 % Loss on sale of investments - (75,603 ) 75,603 100 % Interest income 705,729.00 20,152 685,577 3402 % Other income 130,387.00 132,500 (2,113 ) -2 % Total other expense, net (5,570,849.00 ) (254,625 ) (5,316,224 ) 2088 % Net loss $ (32,948,974 ) $ (11,386,793 ) (21,562,181 ) 189 % Net loss attributable to non-controlling interests (2,609,219 ) (862,320 ) (1,746,899 ) 203 % Net loss attributable to common stockholders $ (30,339,755 ) $ (10,524,473 ) (19,815,282 ) 188 % Ford Amphitheater in Colorado Springs opened August 9, 2024. A fine-dining restaurant, Roth’s Seafood and Chophouse, and a rooftop bar, Brohan’s, are expected to open for restaurant and bar operations in fall 2025, and premier event rental space and suites known as Notes Hospitality Collection surrounding that development are expected to open in summer 2025. Roth’s is expected to open for exterior concert seating in summer 2025, which, along with seating from Notes Hospitality Collection, will open an additional 1,200 seats for viewing concerts at Ford Amphitheater. Even though this amphitheater had a shortened 2024 season, it positively impacted Venu’s financial performance in 2024. 73 Revenue Total revenues increased $5,236,719 during the year ended December 31, 2024, as compared to the prior year. As components of our single reportable business segment, revenues generated from our “Restaurant including food and beverage” component, our “Event center ticket and fees” component increased $1,306,449 and $2,495,652, respectively, during the year ended December 31, 2024, as compared to the prior year. With respect to the increase in revenue generated during 2024 compared to 2023, the increase was primarily attributable to the opening of Ford Amphitheater in August 2024. The opening of Ford Amphitheater in August 2024, and the holding of 20 events through December 31, 2024, was the primary factor that contributed to the increase in our event center ticket and fee revenue during the 2024 period, as well as the increase in our sponsorship revenue as we recognized revenues through our sponsorship agreement for that venue. BBST CO and BBP CO experienced increased revenues for the year ended December 31, 2024 compared to December 31, 2023, which management primarily attributes to our BBST GA restaurant and BBP GA venue being open and fully operational during the full year of 2024 while still being under construction until June 2023. Operating Expenses Food and Beverage Costs. Our F&B costs increased $192,774 during the year ended December 31, 2024, as compared to the prior year, which costs increases were primarily driven by our increase in sales volumes, along with increased raw ingredients and food costs due to inflation. Event Center Costs. The costs attributed to our event centers increased $1,481,697 during the year ended December 31, 2024, as compared to the prior year. This was primarily due to the added costs of operating our BBP GA venue in Gainesville, Georgia, as it was open for a full year in 2024 compared to a half year in 2023 after it opened in June 2023. Labor Costs. Our labor costs increased $716,410 during the year ended December 31, 2024, as compared to the prior year, an increase believed by management to be driven by inflationary pressures, along with the additional of our BBST GA and BBP GA restaurant and venue in Gainesville, Georgia for a full year in 2024 as compared to a half year in 2023 beginning in June 2023. Rent Costs. Our rent costs increased $546,554 during the year ended December 31, 2024, as compared to the prior year, primarily due to the added costs of operating and paying rent costs for our BBST GA and BBP GA restaurant and venue in Gainesville, Georgia for a full year in 2024 as compared to a half year in 2023 beginning in June 2023. General and administrative. Our general and administrative expenses increased $5,143,635 during the year ended December 31, 2024 as compared to the prior year, representing approximately 38% of our increases in expenses during 2024 compared to 2023, which included additional expenses related to our efforts to expand the Company’s growth to the additional states of Oklahoma and Texas, which included expenses such as travel, business development, and staff recruitment and development along with pre-opening expenses of Ford Amphitheater in 2024. Our general and administrative expenses are also included in operating expenses and consist primarily of expenditures related to compensation, legal, auditing and tax, other professional services, and general operating expenses. Equity compensation . Our increase in equity compensation was primarily the result of equity-based compensation that was issued to employees and for services and non-cash financing during fiscal year 2024 compared to fiscal year 2023. Depreciation and Amortization Costs. Our depreciation and amortization costs increased $1,778,993 during the year ended December 31, 2024 as compared to the prior year. Management primarily attributes our increase in depreciation and amortization costs during 2024 compared to 2023 to our BBST GA and BBP GA restaurant and venue being open and operational during the full year in 2024 but not until late in the second quarter of 2023, along with Ford Amphitheater opening late in the third quarter of 2024. 74 Other Expense Other expense totaled $2,500,006 and $0 during 2024 and 2023, respectively. The increase in other expense during 2024 compared to 2023 was primarily due to the financing expense the Company recognized on a convertible promissory note issued in January 2024. Interest Expense We had interest expense of approximately $3,906,959 and $331,674 for the years ended December 31, 2024 and 2023, respectively. The increase of $3,575,285 for 2024 compared to 2023 was primarily attributable to the addition of the mortgage on the BBST GA and BBP GA properties, along with the amortization of the debt discount fees on the convertible debt. Loss on Sale of Investments, net During the 2023 fiscal year, we realized a loss on the sale of investments of $75,603, resulting from the sale of our 20% interest in War Hippies, LLC in December 2023. Other Income During the 2024 and 2023 fiscal years, we received other income totaling $130,387 and $132,500, respectively, from Roth Industries, LLC (“ Roth Industries ”), a related party. Roth Industries paid Venu those amounts 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 $10,000 per month, which did not change from 2023 to 2024. Accordingly, during the 2024 and 2023 fiscal years, Roth Industries paid Venu $12,500 and $132,500 in royalty payments. JW Roth, Venu’s Chairman, CEO, and founder and a principal shareholder of Venu, is also the founder and Chairman of Roth Industries and holds an approximate 20% membership interest in Roth Industries. Mitchell Roth, a director of Venu, is also the CEO and President of Roth Industries and holds an approximate 10% membership interest in Roth Industries. Heather Atkinson, the CFO, Secretary, and a director of Venu, is also the Treasurer and a director of Roth Industries. Additionally, Robert Mudd, Venu’s Senior Vice President of Construction and Market Expansion, and Steve Cominsky, a director of Venu, are also members of Roth Industries. Ms. Atkinson, Mr. Mudd, and Mr. Cominsky each own less than a 1% membership interest in Roth Industries. 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. 75 Rising Interest Rates A prevailing trend that has impacted our business since 2022 is rising and steadily high interest rates. Since March 2022, the Federal Reserve increased interest rates a total of eleven times, with the last hike occurring in July 2023 when target interest rates reached a range of 5.25% to 5.50%, with a benchmark rate at about 5.4%, the highest level in more than two decades. In each of September, November and December 2024 the Federal Reserve lowered the benchmark rate by 50 basis points, and then again lowered the benchmark in November, which together, reduced the rate to the range of 4.25% to 4.50%. Although the Federal Reserve has indicated that additional rate reductions could occur in 2025, the timing and extent of those rate cuts are uncertain. Although Venu was fortunate to have access to attractive debt capital and to purchase land to be developed into entertainment campuses on favorable terms by negotiating with various municipalities and forming public-private partnerships, had those lending opportunities not been available, volatility in interest rates would have increased the cost of borrowing and required us to agree to loan terms that were less favorable for borrowers. Furthermore, interest-rate increases may reduce the affordability of our land-development projects due to increased debt-servicing costs. Volatility in interest rates affect the demand for, and price of real estate. A rise in interest rates increases the cost while lowering the availability of debt financing. Increased borrowing costs would drive the costs of our development projects and inflate our project budgets. Inflation Another trend that impacted our business throughout 2023 and 2024 that has continued to impact our business during 2024 has been the inflationary macro-economic environment nationwide. With respect to project execution, inflation increased the cost of building materials and labor types, creating upward pressure on the costs of constructing and developing our event venues. Third parties that we contracted with, such as developers and contractors, were impacted by rising inflation rates and the corresponding rise in the costs of goods and services used in their businesses. Their ability to do business with us could be impacted by steadily high rates of interest and inflation, which could impact our profitability. In addition to impacting our project construction and development costs, inflation also lead to higher costs for ingredients, supplies, utilities, and labor, all of which are essential components of operating restaurants and venues. While we were able to offset some of those costs by adjusting menu prices at our restaurants, we had to balance those adjustments with consumer sentiment to ensure that we did not deter customers from dining with us and in turn impact our overall sales volume. Inflation also impacts consumer-spending habits. As the costs of everyday goods and services rise, customers may become more hesitant to spend discretionary funds on restaurant dining. We continue to monitor the impacts of high interest rates and inflation on our business and will continue to proactively seek cost-saving measures, negotiate with municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending terms. Liquidity and Capital Resources We have devoted substantially all of our efforts to developing our business plan of market expansion, growing our staff, raising capital, opening and operating our restaurants and event venues in Colorado and Georgia, planning venues in new markets, such as Oklahoma and Texas, growing into additional markets, while conducting our initial public offering that closed on November 29, 2024. While our primary focus is building venues in these new markets which drives our balance sheet, our secondary focus is the development agreements in new markets. While we undergo the construction of these venues in 2025 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate this new collection of venues. We had an accumulated deficit of $47,361,208 and $17,021,453 as of the years ended December 31, 2024 and 2023, respectively, and generated cash flows provided by operations of $3,608,417 and compared to cash flows used in operating activities used of $4,876,172 during the years ended December 31, 2024 and 2023, respectively. The Company believes the majority of net loss in the 2024 period was largely due to our efforts to developing our business plan, growing our staff, raising capital, and opening and operating our restaurants and event venues in Colorado and Georgia, pre-opening expenses related to Ford Amphitheater, and planning venues in new markets, such as Oklahoma and Texas, along with equity based compensation that was issued for services and non-cash financing. In addition, the Company grew its property and equipment, net, to $137,215,936 as of December 31, 2024 compared to $57,737,763 as of December 31, 2023, which represents a year-over-year increase of $79,478,173 or 138%. During 2024, we closed a private placement offering in which we sold 3,300,341 shares of Common Stock and received gross proceeds of $32,059,550. 76 On January 17, 2024, the Company entered into a convertible promissory note (the “ Note ”) with KWO, LLC (“ KWO ”), that accrues interest at 8.75% per annum, for draws of up to an aggregate of $10,000,000 to occur between March 2024 to May 2024 to be used towards Sunset Colorado construction. The outstanding balance of the Note as of December 31, 2024, was $10,000,000. Interest is to be paid monthly, and the maturity date is one year from the date of the first draw. The first draw occurred on March 1, 2024, in the amount of $3,860,582.40, and the maturity date of the Note’s principal balance is March 1, 2025. The second and third draws occurred on April 10, 2024, in the amount of $3,738,030.37, and on May 10, 2024, in the amount of $2,401,387.23. At any time during the period commencing June 1, 2024, and continuing until the date on which the Note is paid in full, KWO may convert the outstanding Note into Company shares of equivalent value, and the Company shares are deemed to have a fixed value of $10 per share. Kevin O’Neil, a minority stockholder of Venu and owner of the holder of the Note, KWO, along with Mr. JW Roth, both personally guarantee the Note at a fee equal to 1% of the promissory note balance. The holder of the Note financed the asset purchase and paid the draw to the Ford Amphitheater general contractor directly thus became a personal guarantor to the Note. The Company recognized a debt discount for the personal guarantee fee of $100,000 with $83,333 expensed to interest expense in 2024, with the remaining debt discount to be expensed to interest expense over the life of the Note. As consideration of the personal guarantee fee, the Company granted a three-year warrant to purchase 500,000 shares of Venu common stock at $10 per share for both the holder and Mr. Roth, with the Company recognizing a debt discount of $3,000,140 with $2,500,117 expensed to interest expense in 2024, with the remaining to be expensed over the life of the Note. In accordance with ASC 815-10, Derivatives and Hedging, the warrants were recorded at relative fair value within stockholder’s equity in the Condensed Consolidated Balance Sheet. A loan origination fee of $100,000 is recognized as debt discount with $83,333 expensed to interest expense in 2024, with the remaining to be expensed over the life of the Note. The Company leased KWO a suite at the Ford Amphitheater with a fair market value of $200,000 without additional payment or consideration, and is subject to and consistent with the schedule, rights, terms and conditions applicable to other suites offered to the public. The Company treated this leased suite as a debt discount with $166,667 expensed to interest expense in 2024, with the remining to be expensed over the life of the Note. The convertible debt balance of $10,000,000, net by the cumulative debt discounts of $2,833,450, agrees to the net of $9,433,310 shown as convertible debt on the Condensed Consolidated Balance Sheet. In addition, KWO in a related agreement, purchased 500,000 shares of stock from Mr. Roth at a discount as part of this transaction. Per ASC paragraph 718-10-15-4, the economic interest holder makes a capital contribution to the reporting entity, and the reporting entity makes a share-based payment to its grantee in exchange for goods or services provided to the reporting entity. In the Company’s instance, Mr. Roth paid the holder on behalf of the Company. The Company recognized a $2,500,000 charge in other expense and additional paid in capital related to the exchange for 2024, as Mr. Roth completed this stock transaction on behalf of the Company for KWO completing the Note transaction. We believe that (i) cash on hand, (ii) anticipated improved profitability through the next twelve months and thereafter from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, (iii) net profits anticipated to be generated by Ford Amphitheater from its full season of operations in 2025, and (iv) additional debt financing and capital raising efforts either at the parent corporation level or through sales of interests in our subsidiaries that own real estate assets related to our amphitheater projects (i.e., our firepit suite related sales and capital raising efforts) will allow us to continue our business operations. Our ability to continue implementing our business plan to add new locations to our portfolio for the purpose of developing entertainment campuses depends on our future engagement in strategic locations, real-estate transactions, capital raising, and debt financing. There is no guarantee we will be able to execute on our plan above. 77 Cash Flows The following information reflects cash flows for the years presented: Years Ended December 31, 2024 2023 Cash and cash equivalents at beginning of period $ 20,201,104 $ 23,470,734 Net cash provided by (used in) operating activities 3,757,717 (4,876,172 ) Net cash used in investing activities (72,409,565 ) (31,165,063 ) Net cash provided by financing activities 86,420,198 32,771,605 Cash and cash equivalents at end of period $ 37,969,454 $ 20,201,104 Net Cash Used in Operating Activities Net cash provided by (used in) operating activities was $3,757,717 and ($4,876,172) during the years ended December 31, 2024 and 2023, respectively. The increase of $8,633,889 in cash used during 2024 compared to 2023 was primarily attributable to the increases in accounts payables, accrued expenses, deferred revenue, and licensing liabilities. Net Cash Used in Investing Activities Net cash used in investing activities was $72,409,565 and $31,165,063 during the years ended December 31, 2024 and 2023, respectively. The increase of $41,244,502 in cash used during 2024 compared to 2023 was primarily attributable to the increase in the purchase of property and equipment in 2024. Net Cash Provided by Financing Activities Net cash provided by financing activities was $86,420,198 and $32,771,605 during the years ended December 31, 2024 and 2023, respectively. The increase of $53,648,593 in cash provided during 2024 compared to 2023 was primarily attributable to the issuance of shares of Common Stock and the increase in proceeds from the sale of non-controlling interest equity, along with the proceeds from a municipality promissory note issued by the City of El Paso, Texas. 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. 78 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. As of December 31, 2024 and 2023, our deferred revenue totaled $1,528,159 and $764,081, respectively. 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. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. We had one investment that we accounted for using the equity method described in ASC 323, Investments — Equity Method and Joint Ventures , prior to disposing of that investment on December 31, 2023. Pursuant to that accounting method, we initially recorded the investment as an asset on the balance sheet at its initial cost and then adjusted the investment each reporting period through the income statement for the income or loss for our proportionate share of the investment. We own 550,000 preferred units, 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 . 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. 79 Warrants During the year ended December 31, 2024, we granted a total of 3,158,333 warrants, consisting of 2,158,333 warrants granted to employees and directors and 1,000,000 warrants granted as part of a convertible promissory note. As of December 31, 2024, there was a total of 3,271,694 warrants exercisable with an aggregate intrinsic value of $12,838,379. For the total warrants outstanding of 5,584,293 as of December 31, 2024, the aggregate intrinsic value was $17,892,887. As of December 31, 2024, there was $7,355,813 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants included as a charge to operating expenses in the condensed consolidated statements of operations, was $12,015,133 as of December 31, 2024. The cost is expected to be recognized over a weighted-average period of 5.04 years. As of December 31, 2023, there was a total of 1,669,124 warrants exercisable with an aggregate intrinsic value of $20,169,740. As of December 31, 2023, the outstanding warrants totaling 3,029,830 had an aggregate intrinsic value of $22,434,909. Non-controlling Interest and Variable Interest Entities The non-controlling interest (“ NCI ”) represents capital contributions and distributions, income and loss attributable to the owners of less than wholly owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI shareholders in the accompanying Condensed Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified in the Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income (loss) to arrive at the net income (loss) attributable to the Company. The Company has evaluated its investments in unconsolidated entities in order to determine if they qualify as variable interest entities (“ VIEs ”). The Company monitors these investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated. The Company accounts for the change in its ownership interest while it retains its controlling financial interest in its majority-owned subsidiaries or VIEs as equity transactions. The carrying value of the NCI should be adjusted to reflect the change in the Company’s ownership interest in the subsidiary, and differences between the fair value of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable to the Company. This may be shown as NCI and as additional paid in capital to the Company when combined agree to the non-controlling issuance of shares as shown in the Condensed Consolidated Statement of Change in Stockholders’ Equity. If a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests are remeasured with the gain or loss reported to net earnings. These may be majority-owned subsidiaries or variable interest entities that the Company has 100% voting control of. The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of 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 The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2023: BBPCO GA HIA HIA Sunset CO Sunset TN Sunset MC Sunset BA SHC Sunset McK Total ASSETS Cash $ 409,973 $ 49,643 $ 110,314 $ 1,281,934 $ 52,462 $ 1,657,511 $ 677,742 $ 6,418,199 - $ 10,657,778 Property and equipment, net 19,956 10,993,207 11,334,305 13,373,408 3,506,517 120,766 48,988 269,137 - 39,666,284 Other assets 1,254,602 76,104 733,332 10,008,993 1,795 399,594 - - - 12,474,420 Total assets $ 1,684,531 $ 11,118,954 $ 12,177,951 $ 24,664,335 $ 3,560,774 $ 2,177,871 $ 726,730 $ 6,687,336 - $ 62,798,482 LIABILITIES Accounts payable $ 35,045 $ 1,103 $ - $ 2,168,812 $ 44,270 $ 36,989 $ 47,681 $ 32,308 - $ 2,366,208 Accrued expenses 264,979 41,520 192,354 83,293 - 20,962 24,925 - - 628,033 Other long-term liabilities 1,054,770 4,336,093 3,404,225 - 3,267,000 - - - - 12,062,088 Total Liabilities $ 1,354,794 $ 4,378,716 $ 3,596,579 $ 2,252,105 $ 3,311,270 $ 57,951 $ 72,606 $ 32,308 - $ 15,056,329 Stockholders’ Equity & NCI $ 329,737 $ 6,740,238 $ 8,581,372 $ 22,412,230 $ 249,504 $ 2,119,920 $ 654,124 $ 6,655,028 - $ 47,742,153 Total liabilities and equity $ 1,684,531 $ 11,118,954 $ 12,177,951 $ 24,664,335 $ 3,560,774 $ 2,177,871 $ 726,730 $ 6,687,336 - $ 62,798,482 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. 80 Going Concern Our consolidated financial statements for the years ended December 31, 2024 and 2023 were prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities, and commitments in the normal course of business. Our consolidated financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. As of the issuance of our consolidated financial statements, we have concluded that there is not substantial doubt about our ability to continue as a going concern for the next twelve months. Any doubt regarding our ability to continue as a going concern was alleviated by our plan to add additional venue locations and to continue our business operations. Venu believes that cash on hand, anticipated improved profitability in 2025 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2025, and additional capital raising and debt financing will allow Venu to continue its business operations for at least 12 months from the date of this Annual Report. Nonetheless, Venu’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. However, there is no guarantee that we will be able to execute on our business plan. Stockholders’ Equity The Company had two membership classes of units while it was a limited liability company: Class A Voting and Class B Non-Voting Units. Upon the Company’s conversion on April 6, 2022 from a Colorado limited liability company to a Colorado C corporation, the Company’s Class A Voting Units became its Class A Common Stock, and the Class B Non-Voting Units became its Class B Non-Voting Common Stock. On October 25, 2022, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance, change the voting rights of its Class A Common Stock, and add its Class C Common Stock as a class of stock. On August 7, 2023, Venu allowed its shareholders to exchange their shares of Class A Common Stock into shares of Class C Common Stock on a 1-for-25 basis and to convert their shares of Class B Non-Voting Common Stock into shares of Class C Common Stock on a 1-for-1 basis. The Company has 76,245 shares of treasury stock that it acquired through the acquisition of HIA. In November 2023, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance and to effect a 5-for-1 forward stock split of the issued and outstanding shares of its Class C Common Stock. On that same date, Venu also began a private placement offering of its shares of Class C Common Stock for $10.00 per share, which later became an offering of Common Stock following Venu’s one-for-one conversion of Class C Common Stock into Common Stock in September 2024. In connection with that offering, Venu issued 3,507,591 shares of Common Stock, including 3,300,341 shares during the year ended December 31, 2024. Venu also issued 700,000 shares of Class C Common Stock as payment for services to Sunshine Advisors, LLC, an outside consultant. On March 5, 2024, Venu and its Class C Common Stock shareholders authorized the creation and issuance of up to 60,000,000 shares of Class D Common Stock. Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance and to add its Class D Common Stock as a class of stock. At that time, Venu allowed shares of Class B Non-Voting Common Stock and of Class C Common Stock to be exchanged for shares of Class D Common Stock on a 1-for-1 basis. 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 December 31, 2024, the Company had 379,990 shares of Class B Non-Voting Common Stock and 37,471,465 shares of Common Stock issued and outstanding. 81 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. 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, 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. 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 7A. 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. Item 8. Financial Statements and Supplementary Data Information with respect to this Item is contained in the Company’s consolidated financial statements included in the Index beginning on page F-1 of this Annual Report and is incorporated by reference herein. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.