Venu Holding Corp 10-K

Item 9A. Controls and Procedures Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures As of December 31, 2024, Venu’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of Venu’s “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and concluded that the disclosure controls and procedures were not effective due to material weaknesses in Venu’s internal control over financial reporting. Venu had limited accounting and finance personnel, which impacted its ability to properly segregate duties relating to Venu’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. 82 Venu has commenced remediation of the above discussed material weaknesses in that it grew its accounting staff over 100% during the year ended December 31, 2024, compared to December 31, 2023. Venu will continue to evaluate its accounting and finance staffing needs as well as make planned enhancements to its systems and improvements to its financial reporting processes. However, there can be no assurance that Venu will be successful in remediating the material weaknesses in its internal control over financial reporting. If Venu is unable to successfully complete its remediation efforts or favorably assess the effectiveness of its internal control over financial reporting, Venu’s operating results, financial position, stock price, and ability to accurately report its financial results and timely file its SEC reports could be adversely affected. Management’s Report on Internal Control over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies. Attestation Report of the Registered Public Accounting Firm This Annual Report does not include an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal controls (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) over financial reporting during the year ended December 31, 2024, covered by this Annual Report that could materially affect, or are reasonably likely to materially affect, our financial reporting. Item 9B. Other Information During the quarter ended December 31, 2024, each of the Company’s directors and its Chief Executive Officer, Chief Financial Officer, and Senior Vice President of Construction and Market Expansion entered into a “Rule 10b5-1 trading arrangement” (the “ Sales Plan ”) as that term is defined in Item 408(a) of Regulation S-K. Each Sales Plan was adopted on or after December 23, 2024, and was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. In accordance with each Sales Plan, a broker is authorized to begin selling Common Stock pursuant to the Sales Plan beginning on the later of (i) the 91st day following the adoption of the Sales Plan, or (ii) two business days following the filing of this Annual Report with the SEC, but in no event later than 120 days from the adoption of the Sales Plan. Each Sales Plan is scheduled to terminate on the first anniversary of its adoption (unless terminated earlier in accordance with its terms). In each Sales Plan no sales of Common Stock may be affected at a price less than $10 per share, and the total number of shares that may be sold on any given trading day among all Sales Plans cannot exceed 25% of the daily volume on that date. In addition, nothing in the Sales Plans amend, modify, or rescind any leak-out or lock-up restrictions to which any Company officer or director is subject to. Because of these limitations, as of the date of this Annual Report no shares of Common Stock have been deposited with that agent / broker for the Sales Plans. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. Part III Item 10. Directors, Executive Officers, and Corporate Governance The Company’s executive officers and directors, as of March 15, 2025 are listed below. 83 Executive Officers and Board of Directors Name Age Position Director Since Executive Officers JW Roth 60 Chairman and Chief Executive Officer April 2021 William Hodgson 50 President - Heather Atkinson 47 Chief Financial Officer and Director April 2021 Robert Mudd 54 Senior Vice President of Construction and Market Expansion - Non-Employee Directors Steve Cominsky 55 Director April 2021 Matt Craddock 54 Director March 2023 David Lavigne 63 Director December 2023 Mitchell Roth 35 Director April 2021 Biographical Information Executive Officers JW Roth, a fifth-generation Colorado native, is the founder, Chairman, and Chief Executive Officer of Venu. Mr. Roth has been with the Company since its inception in May 2021 in his current role of founder and CEO. Mr. Roth became Chairman of the Company’s Board of Directors upon the Board’s inception on April 5, 2021. Mr. Roth is also the co-founder and Chairman of Roth Industries, LLC, an 85-ton-per-week prepared foods plant located in Colorado Springs, Colorado. Additionally, Mr. Roth is the sole manager and 50% shareholder of Centennial Standard Real Estate Company, LLC and co-manager of Touch 4 Partners, LLC, a venture capital investment fund. With more than 30 years of private and public company experience, Mr. Roth has been actively involved in helping take several companies public, including Aspen Bio, Inc. and Where Food Comes From Inc. Mr. Roth has been featured in such publications as The Wall Street Journal, Fortune Magazine, Venues Now, The New York Times, and more than 50 business journals throughout the United States. He has made multiple appearances on CNBC and Bloomberg Television and was named on the VenuesNow 2022 All-Stars list. William Hodgson is the President of Venu, a position he has held since October 2024. Mr. Hodgson has extensive experience in the live music industry, spanning over 20 years. Prior to joining Venu, Mr. Hodgson worked at Live Nation Entertainment, Inc. (NYSE: LYV), a leading entertainment company, where he held various positions over more than 13 years, including as General Manager of venues in three states from August 2011 through February 2018, Regional General Manager of the West from February 2018 through May 2021, overseeing all of Live Nation’s House of Blues operations for the western region of the United States, and most recently as the Head of House of Blues Entertainment from May 2021 through October 2024, where he was responsible for the vision, brand direction, strategic growth, and overall operations of Live Nation’s House of Blues and Brooklyn Bowl divisions. Mr. Hodgson received a Bachelor of Arts in Economics from Wake Forest University, which he applied to various roles in investment banking, finance, and operations prior to entering the concert and hospitality industry. Heather Atkinson has been the Chief Financial Officer, Secretary, and Treasurer of Venu since its inception in March 2017. She began serving as a director of Venu in April 2021. She also currently serves as a director and Treasurer of Roth Industries, LLC. In addition to Mrs. Atkinson’s role with Venu and Roth Industries, she serves as the Treasurer to Hospitality Income & Asset, LLC and 13141 BP, LLC, which own real property and lease that property to certain of subsidiaries of Venu’s. Prior to joining Venu and Roth Industries, LLC Mrs. Atkinson served as the Controller, Secretary, and Treasurer of Accredited Members Acquisition Corporation (previously quoted under the symbol ACCM on the OTCBB) and its predecessor, Accredited Members Holding Corporation. Mrs. Atkinson has over 25 years of accounting, finance, and financial reporting experience in both public and private companies including consolidations, shareholder relations, SEC reporting, internal and external financial statement reporting, budgeting, cash forecasting, mergers and acquisitions, and restructuring and international accounting while working closely with outside audit and legal firms. She is a licensed CPA and holds a Bachelor of Science degree in Accounting from Evangel University. 84 Robert Mudd is the Senior Vice President of Construction and Market Expansion. Mr. Mudd previously served as the President and Chief Operating Officer of Venu from February 2024 through October 2024 and as Senior Vice President of Real Estate and Development for Venu from January 2023 through January 2024 where he oversaw the company’s real property acquisitions, entitlement process and related matters for the Company’s real estate portfolio and projects. Prior to serving as Senior Vice President of Real Estate and Development, from June 2021 until January 2023, he served as the Company’s Chief Operating Officer and President and also served as a director of the Company from June 2021 until January 2023. Prior to joining Venu, from June 2014 until June 2021, Mr. Mudd served as the President of Adventures in Missions an interdenominational missions organization focused on discipleship. Mr. Mudd has over 30 years of business and management experience and, in addition to his roles at Venu, he has served in a number of executive roles for organizations from start-ups to groups with a benevolent purpose. The first 15 years of his career were spent in the technology and telecommunications industry where he was President of Correctional Billing Services, Executive Vice President of Operations at Securus Technologies, LLC, COO of Evercom Systems, Inc., and COO of TDM, Inc. Mr. Mudd has a bachelor’s degree in education from the University of Louisville. Non-Employee Directors Mitchell Roth has served as a director of Venu since April 2021. In addition, he has also worked for Venu in a part-time capacity as Strategy Consultant since April 2022. Mr. Roth has been affiliated with Roth Industries, LLC since 2015, and currently serves as its President and CEO. Roth Industries is a leading consumer packaged goods company, specializing in prepared foods, based in Colorado Springs, Colorado with distribution in more than 8,000 retail supermarkets nationwide, including Costco, Walmart, Kroger, and others. Mr. Roth is also a 50% owner of Centennial Standard Real Estate Company, LLC, a real estate development and investment company. Prior to his tenure with Roth Industries Mr. Roth worked in an operational and advisory capacity within various companies owned or invested in by the Roth family. From May 2013 until January 2014, Mr. Roth worked at the investment-banking firm Laidlaw and Company, Ltd. in New York City. Mr. Roth received a Bachelor of Science degree in Business Finance and Economics from Liberty University in Lynchburg, VA. Steve Cominsky has served as director of Venu since April 2021. Mr. Cominsky has over 30 years of experience in food, beverage, and hospitality operations and management. Mr. Cominsky founded CC Management & Development Corp LLC (“ CC Management ”) in 2013 and has worked with CC Management since its inception. CC Management is a boutique consulting and development firm that focuses on the restaurant and bar industry, and provides a range of services related to operations and strategic planning, and the company has worked with multiple existing and startup concepts in the greater Denver market on matters such as concept vision and development, re-branding and operations oversight. Mr. Cominsky is also currently involved in the oversight and operations of the Social Bar & Lounge an upscale bar and cocktail lounge located in suburban Denver, and which he founded in 2018. Mr. Cominsky has a Bachelor of Arts in Economics from Bloomsburg University of Pennsylvania. Matt Craddock has served as a director of Venu since March 2023. He currently serves as the CEO of Craddock Commercial Real Estate, LLC and as the President of Craddock Development Company, Inc., a full-service real estate company founded by his father. In those roles, Mr. Craddock directs and manages a portfolio of $125 million in real estate assets in Colorado and New Mexico on behalf of the family and their strategic partners. Mr. Craddock has served on a number of local, non-profit boards, including Junior Achievement, The Boy’s and Girl’s Club, and Discover Goodwill. Mr. Craddock has over 28 years of experience in commercial real estate finance, development, and operations. He is a licensed Broker in the State of Colorado and carries an EMS and CCIM designation. He holds a Bachelor of Arts degree in Humanities from Pepperdine University. Dave Lavigne has served as a director of Venu since December 2023. Mr. Lavigne spent the first 17 years of his career in the financial and investment industry primarily employed by small regional sell-side broker dealers/investment bankers. During that period, Mr. Lavigne acted in various capacities, including National Sales, Chief Executive Officer and Head of Research roles, and he held a variety of securities licenses and certifications. In 2001, Mr. Lavigne left the sell-side to set up an independent subscription-based microcap research firm called Edgewater Research where he served as the lead analyst until 2010. Since that time, he has provided research in a similar format under two subsequent labels, including his current company Trickle Research which he founded in 2016, and has served as the firm’s senior analyst since its inception. Over his career, Mr. Lavigne has evaluated hundreds of small public and private enterprises across dozens of industries and has provided extensive individual fundamental research and associated valuation models on well over 100 of those names. In addition, he has published financial newsletters covering both microeconomic and macroeconomic issues. In conjunction with his research platforms, Mr. Lavigne has also conducted dozens of research conferences across the country focusing primarily on microcap issuers and the capital markets. He is currently a research contributor to both the FactSet and the Alpha-Sense platforms. Mr. Lavigne graduated from the University of Idaho in 1984 with a B.S. in Finance. 85 Family Relationships JW Roth and Mitchell Roth are father and son. Except for such relationship between JW Roth and Mitchell Roth, there are no other family relationships among any of the Company’s directors or officers. Board of Directors Composition Our business and affairs are managed under the direction of our Board. Current Board of Directors Our Articles of Incorporation and Bylaws provide for the business and affairs of the Company to be managed by our Board and authorize the Board to fix from time to time the number of directors serving on the Board, provided that the Board must have at least one director. Our Board currently consists of six directors, being JW Roth, Heather Atkinson, Steve Cominsky, Matt Craddock, David Lavigne, and Mitchell Roth. During the year ended December 31, 2024, Chad Hennings also served on our Board. Each director on our Board will continue to serve until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification, or removal from the Board. Corporate Governance Committees of the Board Our Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each operating pursuant to a charter adopted by our Board. The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act of 2002 and with the rules and regulations of the NYSE American and the SEC. In addition, from time to time, other committees may be established under the direction of our Board to facilitate the management of our business or when necessary to address specific issues. The members of each of our committees will serve on such committees for such term or terms as the Board may determine or until their earlier removal, resignation, or death. At least annually, each committee must review its charter and recommend any proposed changes to the Board for approval. Each committee must conduct an annual evaluation of its performance of the duties described in the committee’s charter and must present the results of the evaluation to the Board. Audit Committee The Company has a separately designated Audit Committee of the Board established in accordance with the Exchange Act. Our Audit Committee consists of Dave Lavigne and Steve Cominsky, both of whom the Board has determined are independent in accordance with the requirements of Rule 10A-3 of the Exchange Act and the NYSE American listing standards. Our Board has also determined that Mr. Lavigne is the “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. All members of our Audit Committee are financially literate, as determined by our Board, and can read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement. Compensation Committee Our Compensation Committee consists of Dave Lavigne and Matt Craddock. Our Board has determined that each member of our Compensation Committee is independent in accordance with the rules of the NYSE American and the Company’s independence guidelines. Our Compensation Committee carries out the responsibilities delegated by the Board relating to the review and determination of executive compensation. 86 Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee consists of Dave Lavigne, Steve Cominsky, and Matt Craddock. Our Board has determined that each member of our nominating and corporate governance committee is independent in accordance with the rules of the NYSE American. Our nominating and corporate governance committee functions to carry out the responsibilities delegated by the Board relating to the Company’s director-nominations process and the development and maintenance of the Company’s corporate-governance policies. Procedures for Nominating Directors to the Board There have been no material changes to the procedures by which our shareholders may recommend nominees to our Board. For a description of such procedures, see the section of our IPO Final Prospectus entitled “Description of Capital Stock – Anti-Takeover Effects of Provisions of Our Governance Documents – Advance Notice Requirements.” Our Bylaws establish advance notice requirements that shareholders must meet to make any nominations for election to our Board or to submit other business to be acted upon at shareholder meetings. To be timely for purposes of an annual meeting of shareholders, a shareholder’s notice must be received by the Company’s secretary at the Company’s principal executive offices (i) not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of shareholders (if such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual meeting or not later than 70 days after the anniversary of the previous year’s annual meeting), or (ii) with respect to any other annual meeting of shareholders, including in the event that no annual meeting was held in the previous year, not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of: (1) the 90th day prior to the annual meeting and (2) the tenth day following the date on which the Company first publicly announces the meeting date. To be timely for purposes of a special meeting of shareholders, a shareholder’s notice must be received not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the special meeting or the tenth day following the Company’s public announcement of the meeting date. Our Bylaws also specify certain requirements as to the form and content of shareholder meetings. These provisions may preclude our shareholders from bringing matters or making nominations for directors at our shareholder meetings. Role of our Board Committees in Risk Oversight We face a number of risks, including those described under the “Risk Factors” section in this Annual Report, including in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” One of the key functions of our Board is informed oversight of our risk management process. The Board does not have a standing risk management committee but rather administers this oversight function directly through the Board as a whole, as well as through its standing committees. The committees of the Board assist our full Board in risk oversight by addressing specific matters within the purview of each committee. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our Nominating and Corporate Governance Committee oversees our corporate governance framework and monitors the effectiveness of our corporate governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board is regularly informed of such risks through committee reports and otherwise. While the Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities enables us to address our risks most effectively. 87 Code of Ethics and Business Conduct Our Board has adopted a Code of Business Conduct and Ethics (the “ Code of Conduct ”) applicable to our principal executive, financial, and accounting officers and all persons performing similar functions. A copy of our Code of Conduct is attached as Exhibit 14.1 to this Annual Report. In addition, our Board has adopted a charter for our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. You can access our Code of Conduct and our current committee charters on the Investor Relations section of our principal corporate website at https://investors.venu.live , or request a copy of any of the foregoing by writing to the following address: Venu Holding Corporation, Attention: Secretary, 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. We will make any legally required disclosures regarding amendments to or waivers of provisions of our Code of Conduct or current committee charters on our website. Insider Trading Policy The Company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the NYSE American listing standards applicable to the Company. A copy of the Company’s Insider Trading Policy is attached to this Annual Report as Exhibit 19.1. Compliance with insider trading laws is also addressed in the Company’s Code of Conduct, attached as Exhibit 14.1 to this Annual Report. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons holding more than 10% of the Company’s Common Stock (each such person, an “ Insider ”) to report their initial ownership of Common Stock and other equity securities on a Form 3 report and any changes in that ownership on Form 4 or Form 5 reports that must be filed with the SEC. The SEC has designated specific deadlines by which Insiders must file these reports. Pursuant to the applicable SEC rules, the Company must identify any Insiders who were delinquent in filing their required Section 16(a) reports when due and to disclose, with respect to each such Insider, the number of late Section 16(a) reports, the number of transactions that were not reported on a timely basis, and any known failure to file a required report. Each of the Company’s Insiders filed their respective Initial Statement of Beneficial Ownership on Form 3 on December 5, 2024, whereas the initial registration statement for the initial public offering (the “ IPO ”) of the Company’s Common Stock was declared effective on November 12, 2024, and to be considered timely such Form 3s would have been filed on that same date. Item 11. Executive Compensation Venu is currently considered an “emerging growth company,” within the meaning of the Securities Act, for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, Venu is required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well limited narrative disclosures regarding executive compensation. Further, Venu’s reporting obligations extend only to its “named executive officers” (our “ NEOs ”), meaning its principal executive officer and Venu’s next two most highly compensated executive officers in respect of their service to Venu at the end of the last completed fiscal year. Accordingly, our NEOs are: ● JW Roth, our Founder, Chief Executive Officer, and Chairman; ● Heather Atkinson, our Chief Financial Officer; ● Robert Mudd, our former President and Chief Operating Officer from February 28, 2024 through September 30, 2024, who began serving in his current role as our Senior Vice President of Construction and Market Expansion on November 1, 2024; and ● William Hodgson, our President, who began serving in that role on October 21, 2024. 88 Summary Compensation Table The following table sets out the compensation for our NEOs for the years ended December 31, 2024 and December 31, 2023: Name and Principal Position Year Salary ($) Bonus ($) Option Awards (1) ($) All Other Compensation ($) (2) Total ($) JW Roth 2024 $ 428,378 $ 14,036 $ 368,460 $ 70,191 $ 881,064 Chief Executive Officer and Chairman 2023 $ 386,234 $ 6,609 $ 133,112 $ 42,160 $ 568,115 Heather Atkinson 2024 $ 255,301 $ 13,218 $ 295,262 $ 50,880 $ 614,661 Chief Financial Officer, Secretary and Treasurer 2023 $ 217,594 $ 6,609 $ 33,893 $ 35,867 $ 293,962 Robert Mudd (3) 2024 $ 295,676 $ 7,116 $ 66,304 $ 50,638 $ 419,735 Former President and Chief Operating Officer 2023 $ 209,908 $ 6,742 $ 33,497 $ 30,213 $ 280,360 Will Hodgson (4) 2024 $ 88,07 $ 106,642 $ 122,034 $ 2,017 $ 318,760 President and Chief Operating Officer 2023 $ - $ - $ - $ - $ - (1) Amounts do not reflect compensation actually received by the officer. Values in this this table tie to compensatory warrants that are exercisable at the option of the holder. The grant fair value number for the “options” is computed in accordance with FASB ASC Topic 718. The fair value assumptions used for purposes of the valuation is cited in Footnote 11-Warrants to the Venu 2024 financials. (2) Each executive officer receives a car allowance from Venu, with Mr. Roth receiving $30,044 in 2024 and $19,009 in 2023; Ms. Atkinson receiving $13,775 in 2024 and $12,715 in 2023; Mr. Mudd receiving $14,121 in 2024 and $7,061 in 2023; and Mr. Hodgson receiving $0 in 2024. Other benefits included in the “All Other Compensation” column include medical insurance benefits paid by the Company on behalf of these employees. In addition, for Mr. Roth and Ms. Atkinson, the “All Other Compensation” columns for 2024 and 2023 includes $7,500, which each of them received in their capacities as members of the Board of Directors, and fees payable for the attendance of board meetings in person. (3) During the year ended December 31, 2023 until February 28, 2024, Mr. Mudd served in a non-NEO role as Senior Vice President of Real Estate and Development. He began serving as the President and COO on February 28, 2024 through September 30, 2024. On October 4, 2024, the Company appointed William Hodgson as its President, replacing Mr. Mudd in that position effective October 21, 2024. On November 1, 2024, Mr. Mudd’s position changed to Senior Vice President of Construction and Market Expansion. (4) On October 4, 2024, the Company appointed Mr. William Hodgson as its President, with Mr. Hodgson beginning in that role on October 21, 2024. Accordingly, the compensation reported for Mr. Hodgson reflects what he received for the partial year ended December 31, 2024. Narrative to the Summary Compensation Table Base Salaries Venu uses base salaries to recognize the experience, skills, knowledge, and responsibilities required of all its employees, including our NEOs. Base salaries are reviewed annually and adjusted from time to time in an effort to realign salaries with market levels after taking into account individual responsibilities, performance, and experience. The base salary of Mr. Roth during 2024 was increased to $500,000 effective October 1, 2024. Prior to entering into that agreement, Mr. Roth’s base salary was $400,000 in 2023. Ms. Atkinson’s base salary as of December 31, 2024 was $270,000, effective October 1, 2024, having increased from $200,000 as of December 31, 2023. 89 Mr. Mudd’s base salary as of December 31, 2024 was $270,000, having increased from $200,000 as of December 31, 2023. In connection with Mr. Mudd’s new position as Senior Vice President of Construction and Market Expansion, which took effect on November 1, 2024, Mr. Mudd’s base salary continues to be $270,000 per year. In Mr. Hodgson’s newly appointed role as President of the Company, effective October 21, 2024, his annual base salary is $500,000. Annual Bonus/Non-Equity Incentive Compensation To date, Venu has not awarded its NEOs annual incentive compensation based on the satisfaction of individual and corporate performance objectives established by the Board of Directors. However, executive officers are eligible to receive discretionary cash bonuses as determined by the Board of Directors based on the financial performance of the Company and each officer’s contributions to the Company as a whole. The Board of Directors awarded each of Venu’s NEOs a discretionary cash bonus in 2024 and 2023. Equity-Based Incentive Awards Equity-based awards give our executives and key employees a stake in Venu’s long-term performance and viability, thereby motivating them to be top performers. Equity-based awards enable Venu to attract key talent, encourage executive retention, establish an ownership culture, facilitate the achievement of the Company’s goals, and align the interests of our executives and our shareholders. Equity-based awards are given in the form of warrant compensation during the past two years. These warrants are based on the dollar equivalent of a cash bonus in the warrants full value and approved by the board of directors. Retirement Plans Venu established a defined contribution plan for all employees aged 21 and older who have completed six months of service for payrolls as of January 1, 2024. The Company makes a matching contribution of 100% on the first 5% contributed. Employee Benefits Venu’s NEOs are eligible to participate in employee benefit plans and programs, including medical and dental benefit plans. Pension Benefits Venu’s NEOs did not participate in, or earn any benefits under, any pension or retirement plan sponsored by the Company during the years ended December 31, 2024 and 2023. Nonqualified Deferred Compensation Venu’s NEOs did not participate in, or earn any benefits under, any non-qualified deferred compensation plan sponsored by the Company during the years ended December 31, 2024 and 2023. Outstanding Equity Awards as of December 31, 2024 The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2024. 90 Outstanding Equity Awards at Fiscal Year End Stock Awards Grant Date Expiration Date Number of Securities Underlying Unexercised Options Exercisable (#) (1) Number of Securities Underlying Unexercised Options Unexercisable (#) (1) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) (1) JW Roth Compensatory Warrants 10/11/2022 10/11/2027 250,000 (2) — — $ 3.00 Compensatory Warrants 4/19/2022 4/19/2029 166,667 (3) 333,333 — $ 2.00 Compensatory Warrants 4/5/2021 4/5/2026 49,999 (4) 16,667 — $ 0.12 Compensatory Warrants 1/17/2024 1/16/2027 500,000 (5) — — $ 10.00 Compensatory Warrants 2/28/2024 2/28/2031 166,667 (6) 333,333 — $ 10.00 Heather Atkinson Compensatory Warrants 10/11/2022 10/11/2027 150,000 (7) — — $ 3.00 Compensatory Warrants 4/11/2022 4/11/2029 31,250 (8) 93,750 — $ 2.00 Compensatory Warrants 4/5/2021 4/5/2026 8,333 (9) 8,333 — $ 0.60 Compensatory Warrants 5/27/2020 5/27/2025 33,335 (10) — — $ 1.20 Compensatory Warrants 2/28/2024 2/28/2021 66,667 (11) 133,333 — $ 10.00 Compensatory Warrants 10/1/2024 10/1/2031 30,695 (12) 61,388 — $ 10.00 Robert Mudd Compensatory Warrants 10/11/2022 10/11/2027 205,000 (13) — — $ 3.00 Compensatory Warrants 10/28/2021 10/28/2026 37,500 (14) 25,000 — $ 0.12 Compensatory Warrants 4/11/2022 4/11/2029 31,250 (15) 93,750 — $ 2.00 Compensatory Warrants 4/5/2021 4/5/2026 8,333 (16) 8,333 — $ 0.60 Compensatory Warrants 10/1/2024 2/28/2031 100,000 (17) 107,917 — $ 10.00 Will Hodgson Compensatory Warrants 11/1/2024 11/1/2031 — (18) 500,000 — $ 10.00 (1) Numbers in this table tie to compensatory warrants that are exercisable at the option of the holder. The grant fair value number for the “options” is to be computed in accordance with FASB ASC Topic 718. The fair value assumptions used for purposes of the valuation is cited in Footnote 11-Warrants to the 2024 financials. (2) This warrant is exercisable in full and is scheduled to expire on October 11, 2027. (3) This warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance. This warrant is scheduled to expire on April 11, 2029. (4) This warrant vests ratably over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance date. This warrant is scheduled to expire on April 5, 2026. (5) This warrant is exercisable in full and is scheduled to expire on January 16, 2027. (6) This warrant vests ratably over a four-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled to expire on February 28, 2031. (7) This warrant is exercisable in full and is scheduled to expire on October 11, 2027. 91 (8) This warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance. This warrant is scheduled to expire on April 11, 2029. (9) This warrant vests ratably over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance date. This warrant is scheduled to expire on April 5, 2026. (10) This warrant is exercisable in full and is scheduled to expire on May 27, 2025. (11) This warrant vests ratably over a four-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled to expire on February 28, 2031. (12) This warrant vests ratably over a two-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled to expire on October 1, 2031. (13) This warrant is exercisable in full and is scheduled to expire on October 11, 2027. (14) This warrant vests ratably over a five-year term, with one-fifth of the warrant vesting on each annual anniversary from the date of issuance. This warrant is scheduled to expire on October 28, 2026. (15) This warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance. This warrant is scheduled to expire on April 11, 2029. (16) This warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance. This warrant is scheduled to expire on April 5, 2026. (17) This warrant vests ratably over a two-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled to expire on February 28, 2031. (18) This warrant vests over a four-year period, with 50,000 shares underlying the warrant vesting on April 30, 2025, 75,000 vesting on November 1, 2025, and 125,000 vesting on each of November 1, 2026, 2027, and 2028. Employment Arrangements The following discussion contains a summary of the terms of the employment agreements currently in effect for JW Roth. Neither Ms. Atkinson, Mr. Mudd, nor Mr. Hodgson are parties to an employment agreement that provides a contractual right to severance payments upon a termination or change of control; instead, each is an employee at will. Roth Employment Agreement The Company entered into an employment agreement with Mr. Roth on June 6, 2023, which sets forth the terms and conditions of his employment (the “ Roth Agreement ”). Pursuant to the Roth Agreement, Mr. Roth serves as our Chief Executive Officer and is entitled to an annual base salary of $400,000, with such base salary to be increased annually by no less than 2.5%. The Roth Agreement is for a term through November 6, 2028 and automatically renews for successive one-year terms thereafter unless not renewed by either Venu or Mr. Roth upon not less than six months’ advance written notice to the other party. In the event Venu terminates Mr. Roth’s employment other than “for Cause” or Mr. Roth terminates his employment with Venu for “Good Reason” (each as defined in the Roth Agreement), Mr. Roth is entitled to receive the following payments and benefits, in addition to any accrued obligations: (a) a lump-sum payment, equal to one times the sum of (i) Mr. Roth’s then base salary and (ii) the bonus received in respect of performance during the year prior to the year of the termination date; (b) Venu’s reimbursement for the monthly premium paid to continue health-plan coverage for up to 18 months after the termination date or until otherwise specified in the Roth Agreement; and (c) all outstanding unvested stock options or other equity awards granted to Mr. Roth during the term of the Roth Agreement becoming fully vested and exercisable for the 12-month period after the termination date, irrespective of the terms of any equity incentive plan or award agreements (such benefits described in the preceding clauses (b) and (c), the “ Other Termination Benefits ”). In addition, if Mr. Roth’s employment is terminated by Mr. Roth for “Good Reason” or by Venu other than “For Cause” (other than on account of Mr. Roth’s death or total disability) within three months prior to, or two years following, a “Change in Control,” Mr. Roth is entitled to a lump-sum payment equal to two times the sum of his base salary and his bonus awarded during the year prior to the year of the transaction that constituted a Change of Control along with the Other Termination Benefits. 92 A “Change in Control” is defined to mean each of the following events: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Venu representing more than 50% of the total voting power represented by Venu’s then-outstanding voting securities; (ii) the sale or disposition by Venu of all or substantially all of its assets; (iii) the consummation of a merger or consolidation of Venu with or into any other entity, other than a merger or consolidation which would result in the voting securities of Venu outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by the voting securities of Venu or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (iv) individuals who are members of Venu Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the members of the Incumbent Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of the Roth Agreement, be considered as a member of the Incumbent Board. Director Compensation Venu has provided cash compensation for attendance at Board meetings held in person and equity-based compensation to its directors. The following table sets forth information regarding the compensation our non-employee directors earned for service on our Board during the year ended December 31, 2024. Name Fees Earned or Paid in Cash ($) (1) Stock Awards ($) Option Awards ($) (2) All Other Compensation ($) (3) Total ($) Mitchell Roth $ 5,000 $ — $ 91,117 $ 90,000 $ 186,117 Steve Cominsky $ 5,000 $ — $ 58,099 $ — $ 63,099 Matthew R. Craddock $ 2,500 $ — $ 56,880 $ — $ 59,380 Chad Hennings $ 5,000 $ — $ 77,158 $ 60,000 $ 142,158 Dave Lavigne $ 5,000 $ — $ 56,880 $ — $ 61,880 (1) During 2024, Venu paid each director a fee of $2,500 for each meeting of the board of directors that a director attended in-person and on-site. (2) Amounts do not reflect compensation actually received by the director. Values in this this table tie to compensatory warrants that are exercisable at the option of the holder. The grant fair value number for the “options” is computed in accordance with FASB ASC Topic 718. The fair value assumptions used for purposes of the valuation is cited in Footnote 11-Warrants to the Venu 2023 financials. (3) These amounts represent compensation received by certain directors for services rendered other than with respect to their services on the board of directors. Mr. Hennings began providing services to Venu on January 23, 2023, serving as a spokesperson and business-development promoter for the Company and earning $60,000 in cash annually (pro-rated for any partial year) for his services, along with 50,000 warrant shares granted at a $3.00 exercise price per warrant. Mr. Mitchell Roth provides corporate financial writing assistance and other investor relations duties and is compensated by Venu at $90,000 annually for these services. 93 Narrative Disclosure to Director Compensation Table During 2024, Venu paid each director a fee of $2,500 for each meeting of the board of directors that a director attended in-person and on-site. Otherwise, Venu does have a formal compensation program for its directors. From time to time, Venu has awarded its directors compensatory warrants as a means to attempt to further align the interests of its directors with the Company and its shareholders. To date, these compensatory warrants have not been awarded on a set schedule or defined interval. Typically, a warrant has been granted on an annual basis (in each case subject to vesting conditions). In 2024, Venu granted each director a warrant exercisable to purchase 20,000 shares of Common Stock at an exercise price of $10.00 per share in consideration for serving on the Board. Each director’s warrant vests ratably over a two-year period beginning on February 28, 2025. Policies and Practices related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information ( “ MNPI ” ) The Company’s policy is to not grant options (or other equity awards) or allow its insiders to conduct stock trades at times, subject to any allowable trades that might occur pursuant to a 10b5-1 Trading Plan, where MNPI is known or a material transaction is anticipated to occur. Each insider and employee of the Company is required to read and acknowledge the Company’s Insider Trading Policy as attached hereto as Exhibit 19.1, which prescribes certain set periods that prohibit insider trading. Other than as established for black-out periods associated with our quarterly and annual financial statement filings, our executive management will also issue notices of black-out trading periods if they are aware of material transactions which they anticipate closing. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages. In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider MNPI to ensure that such grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of MNPI in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such MNPI. The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of MNPI for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its stockholders. In the year ended December 31, 2024, no options (or other equity awards) were granted to our named executive officers within four business days prior to, or one business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Formal Equity Incentive Plans The following table sets forth information as of December 31, 2024, with respect to the compensatory warrants previously granted by the Company and the Company’s Amended and Restated 2023 Omnibus Incentive Compensation Plan: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) Weighted-average exercise price of outstanding options, warrants, and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 0 $ — 2,500,000 Equity compensation plans not approved by security holders (1) 4,584,293 6.43 - Total 4,584,293 $ — 2,500,000 94 (1) Represents an aggregate of 4,584,293 warrants previously granted to officers, directors, and other service providers for compensatory purposes. In October 2023, Venu’s Board adopted, and then its shareholders approved, the 2023 Omnibus Incentive Compensation Plan. In August 2024, the Board adopted and the Venu shareholders approved the Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “ A&R Plan ”). The purpose of the A&R Plan is to advance the interests of our shareholders by enabling us to attract and retain the types of individuals who will contribute to our long-range success, provide incentives that align the interests of such individuals with those of our shareholders, and promote the success of our business. The A&R Plan is designed to provide us with flexibility to select from among various equity-based and performance compensation methods, and to be able to address changing accounting and tax rules and corporate governance practices by optimally utilizing performance-based compensation. The A&R Plan permits awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. Awards and grants under the A&R Plan are referred to as “ Awards .” Those eligible for Awards under the A&R Plan are referred to as “ Participants .” Participants include any employee, consultant, or director who is designated by the Board or a committee of the Board to receive one or more Awards under the A&R Plan. A total of 2,500,000 shares of our Common Stock are reserved for issuance of Awards under the A&R Plan. During the year ended December 31, 2024, no awards were granted under the A&R Plan. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information known to us regarding beneficial ownership of shares of Venu’s Common Stock as of March 15, 2025 by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock; ● each of our executive officers and directors; and ● all of our executive officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a security holder has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity in the table below, all shares subject to options and warrants were deemed outstanding if such securities are currently exercisable or would vest based on service-based vesting conditions within 60 days of March 15, 2025. These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity. 95 The beneficial ownership of each class or series of our voting capital stock below is based on the Company having, as of March 15, 2025, 37,496,049 shares of Common Stock issued and outstanding. Each share of Common Stock entitles its holder to one vote per share held. Venu also has 379,990 shares of Class B Non-Voting Common Stock outstanding. However, those shares do not entitle the holders to any voting rights, and, by their terms, are not convertible at the volition of the holder to shares of Common Stock. Moreover, no officer, director, or 5% or greater beneficial holder of Venu holds any shares of Class B Non-Voting Common Stock. Unless otherwise indicated, we believe that each person named in the table below has sole voting and investment power with respect to all shares beneficially owned by such person. Unless otherwise noted, the address of all of the listed shareholders is 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. Common Stock Name and Address of Beneficial Owners Number of Shares Percent of Class Directors and NEOs: JW Roth (1) 12,817,871 34.2 % William Hodgson - * Robert Mudd (2) 672,014 1.8 % Heather Atkinson (3) 503,944 1.3 % Mitchell Roth (4) 634,146 1.7 % Steve Cominsky (5) 72,142 * Matthew Craddock (6) 75,000 * Dave Lavigne (7) 188,880 * All Directors and Executive Officers as a Group (8 individuals) (8) 14,963,996 39.9 % * Less than 1% (1) Includes: (i) 2,633,333 shares underlying warrants that are vested or will be vested within 60 days; (ii) 1,250,000 shares underlying an option that was granted to JW Roth and became exercisable on January 14, 2025; and (iii) 1,022,665 shares held by KMR Living Trust dated November 19, 2012, for which JW Roth is a trustee. (2) Includes: (i) 317,499 shares underlying warrants that are vested or will be vested within 60 days; and (ii) 12,500 shares held by a trust for Mr. Mudd’s special needs minor children. (3) Includes 422,363 shares underlying warrants that are vested or will be vested within 60 days. (4) Includes 294,166 shares underlying warrants that are vested or will be vested within 60 days. (5) Includes 15,000 shares underlying warrants that are vested or will be vested within 60 days. (6) Includes 10,000 shares underlying warrants that are vested or will be vested within 60 days. (7) Includes: (i) 7,240 shares owned directly by Mr. Lavigne’s spouse that Mr. Lavigne may be deemed to have indirect beneficial ownership of; and (ii) 10,000 shares underlying warrants that are vested or will be vested within 60 days. (8) Includes 3,702,361 shares underlying warrants that are vested or will be vested within 60 days. 96 Item 13. Certain Relationships and Related Transactions, and Director Independence Certain Relationships and Related-Party Transactions In addition to the compensation arrangements with directors and executive officers described under “Executive Compensation,” the following is a description of each transaction since January 1, 2023, and each currently proposed transaction in which: ● the Company has been or is to be a participant; ● the amount involved exceeds or will exceed the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year end for the last two completed fiscal years; and ● any of the Company’s directors, executive officers, or beneficial holders of more than 5% of the Company’s capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that we would pay or receive, as applicable, in arm’s-length transactions. Leases Venu leases properties from a majority-owned subsidiary, Hospitality Income & Asset, LLC (“ HIA ”), which owns the land and buildings used by (and leased to) Bourbon Brothers Smokehouse and Tavern CS, LLC to operate Venu’s Colorado Springs Bourbon Brothers and Bourbon Brother Presents venues. JW Roth owns less than 1% of HIA’s total ownership. In regard to the BBST CO and BBP CO leases, JW Roth, the Chairman, CEO, and founder of Venu, is also the founder and manager of HIA. Ms. Atkinson, the CFO and Secretary and a director of Venu, is also the Treasurer of HIA. The amounts paid by BBST CO and BBP CO to HIA under the leases totaled $574,303 in 2024, $574,300 in 2023. 13141 Notes, LLC (“ 13141 Notes ”) is the restaurant operating entity that manages the Notes Eatery in Colorado Springs. 13141 Notes leases its property from 13141 BP, LLC (“ 13141 BP ”) (which in June 2024 became a wholly owned subsidiary of Venu). JW Roth is the founder and manager of 13141 BP. The amounts paid by 13141 Notes to 13141 BP under the lease totaled $124,180 in 2024 and $218,748 in 2023. In 2024, 13141 Notes paid rent to 13141 BP through June 30, 2024, totaling $124,180. Beginning on July 1, 2024, the lease was amended to provide for 13141 Notes to pay 13141 BP only common area maintenance amounts, which 13141 Notes paid to 13141 BP for 2024 in total of $97,452. Roth Industries Venu owns 550,000 preferred units or 2.0% of Roth Industries, LLC (“ Roth Industries ”). JW Roth 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 is also the Treasurer and a director of Roth Industries. Additionally, Robert Mudd, Venu’s President and Chief Operating Officer, 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. Roth Industries is the parent company to Roth Premium Foods, LLC (“ Roth Premium ”), which is the counterparty to the Bourbon Brothers licensing agreement. Under that licensing agreement, Venu, the exclusive owner and title holder of the Bourbon Brothers brand, granted a license to Roth Premium to use the brand for grocery products in exchange for Roth Premium’s payment of a royalty. Venu shares the advertising expenses for the Bourbon Brothers brand with Roth Industries. For Roth’s licensing use of the Bourbon Brothers brand in grocery products, since Venu holds the exclusive license to use the brand. Venu received funds totaling $12,500 in 2024 with $107,500 in receivables as of December 31, 2024, $132,500, and $125,000 during the years ended December 31, 2024, and 2023, respectively. 97 On August 12, 2024, Venu redeemed 100,000 shares of Common Stock previously held by Roth Industries, LLC for an aggregate purchase price of $500,000. Interests in GA HIA, LLC and its Lease Robert Mudd, the Company’s Senior Vice President of Construction and Market Expansion, is a member of GA HIA, LLC (“ GA HIA ”), and JW Roth and Robert Mudd are GA HIA’s co-managers. GA HIA is a real estate holding company that owns approximately 65% of the land and buildings on which the Company’s Bourbon Brothers Presents and Bourbon Brothers Smokehouse & Tavern venues in Georgia operate and is the landlord for those properties. GA HIA leases the property on which BBST GA operates the Bourbon Brothers Presents and Bourbon Brothers Smokehouse & Tavern venues in Georgia operate. For the first ten years of the lease, annual base rent payable by BBST GA and BBP GA to GA HIA is $641,410 and $191,590, respectively. Every five years of the term of the lease, the rent increases by 10%. The holders of the minority tenant-in-common interest for this property are Old Mill, LLC (30%) and a trust (5%). TIC owners are entitled to their pro rata portion of the net rent payments (after certain costs and expenses appurtenant to the ownership of the property are netted out, such as interest expenses and charges). Mr. Craddock, a director of Venu, is a manager and minority member of Old Mill, LLC and the trustee and beneficiary of the trust. Through these interests, together, Mr. Craddock has an indirect right to a portion of the net rents owed to GA HIA pursuant to the lease agreement between GA HIA and Bourbon Brothers Smokehouse and Tavern GA, LLC. Interests in the Appraised Value of The Sunset McKinney Chad Hennings was a director of the Company from January 2023 through January 2025. Mr. Hennings is a member of Rubicon Representation, LLC (“ Rubicon ”). In January 2023, Venu engaged Rubicon to serve as its exclusive agent to find, negotiate, and acquire suitable land sites in the State of Texas. On January 14, 2025, upon Venu’s closing on the real property upon which The Sunset McKinney will be constructed, Venu paid Mr. Hennings Family Assets, LP (in which Mr. Hennings has a 49% interest) a broker fee of $525,000, which is equal to 1.5% of the appraised value of that property. Guarantees Venu and JW Roth guarantee Venu’s and its subsidiaries’ debt. In exchange for JW Roth personally guaranteeing $17,982,907 principal amount of Venu’s bank debt and promissory notes (the “ Principal Balance ”), Venu pays JW Roth through a combination of personal guarantee fees and warrant and option issuances. With respect to Venu’s loans and promissory notes, Venu pays JW Roth a personal guarantee fee of 1% of the Principal Balance value per year. In 2023 and 2024, these payments totaled $109,794 and $146,919 respectively. With respect to a $10,000,000 promissory note that is included in the Principal Balance, which Venu entered into in January 2024 and which Mr. Roth and a minority shareholder of Venu (together, the “ Guarantors ”) personally guarantee, the Guarantors equally split the personal-guarantee fee of 1% of the promissory note balance, or $100,000. Venu also issued a three-year warrant to purchase 500,000 shares of Common Stock at an exercise price of $10.00 per share to both the Guarantors. JW Roth and the other Guarantor are also personal guarantors of the $25,000,000 promissory note (the “ McKinney Note ”) that Venu delivered to MEDC as partial payment of the $35,000,000 purchase price payable to acquire a 46-acre tract from MEDC to construct The Sunset McKinney (the “ McKinney Property ”). In exchange for such personal guarantee of the McKinney Note, Venu agreed to pay the Guarantors a personal guarantee fee. On January 14, 2025, as consideration for Mr. Roth’s personal guarantee of the McKinney Note, Venu granted Mr. Roth a five-year option to purchase 1,250,000 shares of Common Stock at an exercise price of $10.00 per share, which was immediately exercisable. 98 On December 17, 2024, a subsidiary of Venu, Sunset at McKinney, LLC, entered into a Guarantee Fee Agreement with the Guarantors. To facilitate the closing of the McKinney Property, the Guarantors agreed to personally guarantee the $25,000,000 McKinney Note that was delivered by or on behalf of Venu to MEDC at the closing as partial payment of the $35,000,000 purchase price. Venu also delivered to MEDC at the closing a cash payment of $10,000,000 to be held in a money market account (the “ Deposit ”), which will be returned to Venu upon a certificate of occupancy being issued and obtained for the McKinney Property. Interest earned on the Deposit will be remitted by MEDC to Venu on a monthly basis (each, an “ Interest Payment ”). To compensate the Guarantors for the risks associated with personally guaranteeing the McKinney Note, upon Venu’s receipt of each Interest Payment from MEDC, Venu will make a corresponding payment to each of the Guarantors in an amount equal to half of each such Interest Payment. Policies for Approval of Related-Party Transactions Venu does not have a written policy regarding the review and approval of related-party transactions. Nevertheless, with respect to such transactions, it has been the practice of the Venu Board to consider the nature of and business reasons for such transactions, how the terms of such transactions compared to those which might be obtained from unaffiliated third parties, and whether such transactions were otherwise fair to and in the best interests of, or not contrary to, Venu’s best interests. Director Independence Applicable NYSE American listing rules require that our Board be comprised of a majority of independent directors. Based upon information requested from and provided by each of our directors concerning his or her background, employment, and affiliations, including family relationships, our Board has determined that each of our directors, except JW Roth, Mitchell Roth, and Heather Atkinson, qualify as an “independent director” as defined under applicable NYSE American listing rules. In making such determination, the Board considered the current and prior relationships that each director has with Venu and all other facts and circumstances that the Board deems relevant in determining the independence of each director, including any relevant related-party transactions and each director’s beneficial ownership of Venu capital stock. See the sections of this Annual Report entitled “Security Ownership of Certain Beneficial Owners and Management” in Item 12 and “Certain Relationships and Related-Party Transactions” in this Item 13 for additional information. In addition, NYSE American listing rules require that, subject to specified exceptions, each member of Venu’s Audit, Compensation, and Nominating and Corporate Governance Committees be independent under the Exchange Act. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and Compensation Committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable NYSE American listing rules, a director will only qualify as an “independent director” if, in the opinion of the Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of the Audit Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other committee of the Board, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries or otherwise be an affiliated person of the Company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the Board must consider, for each member of the Compensation Committee, all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting, advisory, or other compensatory fee paid by the Company to the director; and (2) whether the director is affiliated with the Company or any of its subsidiaries or affiliates. Item 14. Principal Accountant Fees and Services Audit, Audit-Related, Tax, and All Other Fees Grassi & Co., CPAs, P.C. (“ Grassi ”) serves as the Company’s independent registered public accounting firm. Audit services rendered by Grassi for the fiscal year ended December 31, 2024, included the annual audit of the Company’s consolidated financial statements, which are included in reports to shareholders and the SEC, consultation on accounting and related matters, and services performed in connection with other regulatory filings. 99 The table below shows the aggregate fees billed for professional services for the audits and audit-related fees of the Company’s annual financial statements included in its Annual Report on Form 10-K for the years ended December 31, 2024 and 2023, respectively, by Grassi. For the Year Ended December 31, 2024 2023 Audit Fees (1) $ 462,375 $ 256,875 Audit-Related Fees (2) 143,156 0 Tax Fees (3) 0 0 All Other Fees (4) 0 0 Total Fees 605,531 256,875 (1) “Audit Fees” consist of fees billed for professional services rendered in connection with the audit of the Company’s consolidated financial statements and review of interim condensed consolidated financial statements included in the Company’s quarterly reports and services normally provided in connection with statutory and regulatory filings or engagements. (2) “Audit-Related Fees” consist of fees generally related to accounting advice, review of SEC comment letters, and other compliance issues. (3) “Tax Fees” consist of fees related to tax compliance, tax preparation, and other tax services. (4) “All Other Fees” consist of fees for all other services other than those reported above. Pre-Approval Policies and Procedures of the Audit Committee The charter of the Audit Committee requires the Audit Committee to pre-approve all audit and permitted non-audit and tax services that may be provided by the Company’s independent registered public accounting firm and permits the Audit Committee to establish policies and procedures for the Audit Committee’s pre-approval of permitted services by the Company’s independent registered public accounting firm on an on-going basis. The Audit Committee pre-approves all audit and permissible non-audit services performed by the Company’s independent registered public accounting firm in order to assure that the provision of such services and related fees do not impair the independent registered public accounting firm’s independence. The independent registered public accounting firm must provide the Audit Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the applicable calendar year and the proposed fees for such audit services. If agreed to by the Audit Committee, the engagement letter will be formally accepted by the Audit Committee as evidenced by the execution of the engagement letter by the Chair of the Audit Committee. The Audit Committee approves, if necessary, any changes in terms, conditions, and fees resulting from changes in audit scope, Company structure, or other matters. The Audit Committee may grant pre-approval for those permissible non-audit services that it believes are services that would not impair the independence of the independent registered public accounting firm. The Audit Committee may not grant approval for any services categorized as “Prohibited Non-Audit Services” by the SEC. Certain non-audit services have been pre-approved by the Audit Committee, and all other non-audit services must be separately approved by the Audit Committee. All of Grassi’s services and fees in fiscal years 2023 and 2024 were pre-approved by the Audit Committee in accordance with its pre-approval policy. PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements The accompanying index to financial statements on page F-1 of this Annual Report is provided in response to this Item. 100 (a)(2) Financial Statement Schedules Financial statement schedules are either not required or the required information is included in the consolidated financial statements or notes thereto included in the Index beginning on page F-1 of this Annual Report. (a)(3) Exhibits The exhibits to this Annual Report are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement required to be filed as an exhibit. EXHIBIT INDEX Exhibit Number Description 3.1* Amended and Restated Articles of Incorporation, dated September 6, 2024 3.2* Bylaws of Notes Live, Inc., dated April 5, 2022 4.1+ Description of Capital Stock 4.2+ Specimen Certificate representing shares of Common Stock 4.3* Representative’s Warrant to be issued to ThinkEquity, LLC 4.4* Form of Compensatory Warrant 10.1* # Amended and Restated 2023 Omnibus Incentive Compensation Plan 10.2* # Employment Agreement dated June 6, 2023 between Notes Live, Inc. and J.W. Roth 10.4* Form of Stock Leak-Out Agreement between Notes Live, Inc. and certain holders of the Common Stock of Notes Live, Inc. named therein 10.5* # Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated April 16, 2024 10.6* TAD Development Agreement between GA HIA, LLC and the City of Gainesville, Georgia, dated September 12, 2022 10.7* Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated October 3, 2023 10.8* First Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated January 31, 2024 10.9* Second Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated February 20, 2024 10.10* Third Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated March 5, 2024 10.11* Fourth Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated March 5, 2024 10.12* Purchase and Sales Agreement between Sunset at Broken Arrow, LLC and City of Broken Arrow, Oklahoma, dated March 6, 2024 10.13* † Exclusive Operating Agreement dated June 14, 2023 by and between AEG Presents – Rocky Mountains, LLC and Notes Live, Inc. 10.15* $10,000,000 Promissory Note of Notes Live, Inc., dated January 17, 2024, payable to Notes Real Estate And Development, LLC 10.16* Deed of Trust dated January 2024, between Notes Live Real Estate And Development, LLC and the Public Trustee for the benefit of KWO, LLC 10.17* Guarantees Fee Agreement dated February 2024 by and between Notes Live, Inc. and J. W. Roth 10.18* Lease Agreement between Bourbon Brothers, LLC and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated May 29, 2013 101 10.19* First Amendment to Lease Agreement between Bourbon Brothers, LLC, Bourbon Brothers Southern Kitchen Colorado Springs, LLC, and Bourbon Brothers Holding Corporation, dated June 1, 2014 10.20* Assignment and Transfer of Lease Agreement between Bourbon Brothers, LLC d/b/a Hospitality Income & Asset, LLC, Bourbon Brothers Smokehouse and Tavern CS, LLC, Art Dimensions, Inc. d/b/a Southern Concepts Restaurant Group, Inc., and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated March 27, 2017 10.21* Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated October 23, 2018 10.22* First Amendment to Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated April 1, 2022 10.23* Lease Agreement between GA HIA, LLC and Bourbon Brothers Smokehouse and Tavern GA, LLC, dated April 7, 2022 10.24* Loan Authorization and Agreement dated May 4, 2020 between Bourbon Brothers Entertainment LLC and U.S. Small Business Administration 10.25* Commercial Promissory Note dated May 26, 2022 delivered by GA HIA, LLC in favor of Pinnacle Bank 10.26* Unlimited Continuing Guaranty by Jay William Roth as guarantor of the obligations of GA HIA, LLC in favor of Pinnacle Bank 10.27* Change in Terms Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022 10.28* Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022 10.29* Agreement for Purchase and Sale of Real Property between Northgate Properties, LLC and Notes Live Real Estate and Development, LLC, dated March 14, 2023 10.30* Agreement for Purchase and Sale of Real Property between Northgate Properties, LLC and Notes Live Real Estate and Development, LLC, dated April 14, 2023 10.31* Purchase and Sale Agreement between GA HIA, LLC and the Gainesville Redevelopment Authority, dated June 22, 2021 10.32* Lease Agreement between 13141 BP, LLC and Buttermilk Eatery LLC, dated January 20, 2020 10.33* Change in Terms Agreement between Hospitality Income & Asset, LLC and Integrity Bank & Trust, dated July 1, 2021 10.34* Unsecured Promissory Note delivered by Notes Live, Inc. in favor of The Sunset Amphitheater LLC, dated March 15, 2023 10.35* Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated August 21, 2024 10.36* Assignment and Assumption of Leases between GA HIA, LLC and Matthew R. Craddock, as Trustee under the Matthew R. Craddock Irrevocable Trust Dated November 5, 2020 10.37* Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, as guaranteed by Jay William Roth, dated May 26, 2022 10.38* Limited Continuing Guaranty by Matthew R. Craddock Irrevocable Trust in favor of Pinnacle Bank, dated December 28, 2022 10.39* Limited Continuing Guaranty by Old Mill, LLC in favor of Pinnacle Bank, dated December 28, 2022 10.40* Licensing Agreement between Notes Live, Inc. and Roth Premium Foods, LLC, dated May 18, 2022 10.41* Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated May 1, 2023 10.42* First Amendment to Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated March 29, 2024 10.43* Second Amendment to Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated March 29, 2024 10.44* Purchase and Sale Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated June 24, 2024 10.45* Chapter 380 Economic Development Program Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated July 2, 2024 10.46* † Naming and Sponsorship Rights Agreement between Sunset Operations, LLC and Mountain States FDAF, dated May 15, 2024 10.47* Ground Lease Agreement between Notes CS 1 MT, LLC and Sunset Amphitheater, LLC, dated August 21, 2024 102 10.48* Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated August 21, 2024 10.49* First Amendment to Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated September 24, 2024 10.50* First Amendment to Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated September 24, 2024 10.51* First Amendment to Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated October 15, 2024. 10.52* First Amendment to Purchase and Sale Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated August 29, 2024. 10.53* Second Amendment to Purchase and Sale Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated October 28, 2024. 10.54 Guarantee Fee Agreement between Sunset at McKinney LLC, JW Roth, and Kevin O’Neil (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024) 10.55+ Second Amendment to Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated December 3, 2024. 10.56+ Secured Convertible Promissory Note in favor of the lender named therein dated February 28, 2025 10.57# Form of Incentive Stock Option Award Agreement under 2023 Omnibus Incentive Plan. 10.58# Form of Non-qualified Stock Option Award. Agreement under 2023 Omnibus Incentive Plan. 19.1 Venu Holding Corporation Insider Trading Policy 21.1+ List of Subsidiaries of Venu Holding Corporation 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 31.1+ 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 97+ Compensation Clawback Policy 101+ The following materials from Venu Holding Corporation’s Annual Form on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2024 and 2023; (ii) Consolidated Statements of Operations for the years ended December 31, 2024 and 2023; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023; (v) Consolidated Statement of Changes in Stockholders’ Equity (Deficit) and Noncontrolling Interest for the years ended December 31, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements. 104+ Cover Page Interactive Data File (embedded within the Inline XBRL document). + Filed electronically herewith. * Incorporated herein by reference to the corresponding exhibit to the Company’s Form S-1 filed on November 12, 2024 (File No. 333-281271). # Management contract or compensatory plan. † Certain portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Item 16. Form 10-K Summary None. 103 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 March 31, 2025 By: /s/ JW Roth JW Roth Founder, Chief Executive Officer, and Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ JW Roth Chief Executive Officer, Chairman, and Director (Principal Executive Officer) March 31, 2025 JW Roth /s/ Heather Atkinson Chief Financial Officer, Secretary, Treasurer, and Director (Principal Financial and Accounting Officer) March 31, 2025 Heather Atkinson /s/ Mitchell Roth Director March 31, 2025 Mitchell Roth /s/ Steve Cominsky Director March 31, 2025 Steve Cominsky /s/ Matt Craddock Director March 31, 2025 Matt Craddock /s/ Dave Lavigne Director March 31, 2025 Dave Lavigne 104 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Audited Consolidated Financial Statements of VENU HOLDING CORPORATION Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-2 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023 F-3 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-5 Notes to Consolidated Financial Statements F-6 VENU HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED Financial Statements FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm PCAOB ID: 606 F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Changes in Stockholders’ Equity F-4 Consolidated Statements of Cash Flows F-5 Notes to Consolidated Financial Statements F-6-28 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Venu Holding Corporation and Subsidiaries Colorado Springs, Colorado Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Venu Holding Corporation and Subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. GRASSI & CO., CPAs, P.C . We have served as the Company’s auditor since 2023. Jericho, New York March 31, 2025 F- 1 VENU HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in US Dollars) December 31, December 31, As of December 31, December 31, 2024 2023 ASSETS Current assets Cash and cash equivalents $ 37,969,454 $ 20,201,104 Inventories 225,283 185,746 Prepaid expenses and other current assets 850,951 209,215 Total current assets 39,045,688 20,596,065 Other assets Property and equipment, net 137,215,936 57,737,763 Intangible assets, net 211,276 277,995 Operating lease right-of-use assets, net 1,351,600 3,685,980 Investments in related parties 550,000 550,000 Security and other deposits 43,015 375,904 Total other assets 139,371,827 62,627,642 Total assets $ 178,417,515 $ 83,223,707 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable $ 7,283,033 $ 2,565,460 Accrued expenses 3,556,819 698,369 Accrued payroll and payroll taxes 262,387 331,457 Deferred revenue 1,528,159 764,081 Convertible debt 9,433,313 - Current portion of operating lease liabilities 364,244 230,952 Current portion of long-term debt 2,101,501 325,245 Total current liabilities 24,529,456 4,915,564 Long-term portion of operating lease liabilities 1,020,604 3,646,385 Long-term licensing liability 7,950,000 1,500,000 Long-term debt, net of current portion 14,100,217 11,182,073 Total liabilities $ 47,600,277 $ 21,244,022 Commitments and contingencies - See Note 14 - - Stockholders’ Equity Class B common stock, $ 0.001 par - 1,000,000 authorized, 379,990 issued and outstanding at December 31, 2024 and 30,000,000 authorized and 1,959,445 issued and outstanding at December 31, 2023 379 1,960 Class C common stock, $ 0.001 par - 0 authorized and issued and outstanding at December 31, 2024 and 50,000,000 authorized and 30,306,060 issued and outstanding at December 31, 2023 - 30,306 Common stock, $ 0.001 par - 144,000,000 authorized, 37,471,465 issued and outstanding at December 31, 2024 and 60,000,000 authorized at 0 issued and outstanding at December 31, 2023 37,472 - Common stock, value 37,472 - Preferred stock, $ 0.001 par - 5,000,000 authorized, none issued or outstanding - - Additional paid-in capital 144,546,368 47,743,085 Accumulated deficit ( 47,361,208 ) ( 17,021,453 ) Stockholders' Equity before Treasury Stock $ 97,223,011 $ 30,753,898 Treasury Stock, at cost - 276,245 shares at December 31, 2024 and 76,245 shares at December 31, 2023 ( 1,500,076 ) ( 76 ) Total Venu Holding Corporation and subsidiaries equity $ 95,722,935 $ 30,753,822 Non-controlling interest 35,094,303 31,225,863 Total stockholders’ equity $ 130,817,238 $ 61,979,685 Total liabilities and stockholders’ equity $ 178,417,515 $ 83,223,707 See notes to accompanying consolidated financial statements. F- 2 VENU HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in US Dollars) 2024 2023 For the years ended December 31, 2024 2023 Revenues Restaurant including food and beverage revenue $ 10,828,972 $ 9,522,523 Event center ticket and fees revenue 4,648,478 2,152,826 Rental and sponsorship revenue 2,356,933 922,315 Total revenues $ 17,834,383 $ 12,597,664 Operating costs Food and beverage 2,409,133 2,216,359 Event center 2,554,606 1,072,909 Labor 4,383,505 3,667,095 Rent 1,361,787 815,233 General and administrative 18,832,115 12,470,650 Equity compensation 12,015,133 1,610,350 Depreciation and amortization 3,656,229 1,877,236 Total operating costs $ 45,212,508 $ 23,729,832 Loss from operations $ ( 27,378,125 ) $ ( 11,132,168 ) Other income (expense), net Interest expense ( 3,906,959 ) ( 331,674 ) Other expense ( 2,500,006 ) - Loss on sale of investments - ( 75,603 ) Interest income 705,729 20,152 Other income 130,387 132,500 Total other expense, net ( 5,570,849 ) ( 254,625 ) Net loss $ ( 32,948,974 ) $ ( 11,386,793 ) Net loss attributable to non-controlling interests ( 2,609,219 ) ( 862,320 ) Net loss attributable to common stockholders $ ( 30,339,755 ) $ ( 10,524,473 ) Weighted average number of shares of Class A common stock, outstanding, basic and diluted - 136,301 Basic and diluted net loss per share of Class A common stock $ - $ ( 0.39 ) Weighted average number of shares of Class B common stock, outstanding, basic and diluted 724,629 16,640,620 Basic and diluted net loss per share of Class B common stock $ ( 0.86 ) $ ( 0.39 ) Weighted average number of shares of Class C common stock, outstanding, basic and diluted 6,758,034 10,106,179 Basic and diluted net loss per share of Class C common stock $ ( 0.86 ) $ ( 0.39 ) Weighted average number of shares of Class D common stock, outstanding, basic and diluted 16,319,014 - Basic and diluted net loss per share of Class D common stock $ ( 0.86 ) $ - Weighted average number of shares of Common stock, outstanding, basic and diluted 11,642,944 - Basic and diluted net loss per share of Common stock $ ( 0.86 ) $ - See notes to accompanying consolidated financial statements. F- 3 VENU HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (in US Dollars) Number of Shares Amount 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 Equity (Deficit) Controlling Interests Total Equity Stockholders’ Equity Class A Common Stock Class B Common Stock Class C Common Stock Class D Common Stock Common Stock Additional Treasury Stock Total Venu Holding Corporation Non- Number of Shares Amount 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 Equity (Deficit) Controlling Interests Total Equity 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 - - - - 2,832,584 2,833 - - 467,757 468 32,056,249 - - - 32,059,550 - 32,059,550 Exercise of warrants - - 52,847 52 - - - - - - - - - - 52 - 52 Equity issued for services - - - - 700,000 700 - - - - 6,999,300 - - - 7,000,000 - 7,000,000 Equity based compensation - - - - - - - - - - 4,865,833 - - - 4,865,833 - 4,865,833 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 Equity issued for fixed asset acquisition - - - - - - 276,100 276 - - 2,760,724 - - - 2,761,000 - 2,761,000 Equity issued for interest and fees for convertible debt transaction - - - - - - 32,940 32 43,752 44 766,844 - - - 766,920 - 766,920 Acquisition of treasury stock - - - - - - - - ( 200,000 ) ( 200 ) 200 - 200,000 ( 1,500,000 ) ( 1,500,000 ) - ( 1,500,000 ) Common shares issues through initial public offering - - - - - - - - 1,380,000 1,380 12,652,720 - - - 12,654,100 - 12,654,100 Conversion of Common Stock Class B to Common Stock Class D - - ( 1,628,636 ) ( 1,629 ) - - 1,628,636 1,629 - - - - - - - - - Conversion of Common Stock Class B to Common Stock - - ( 3,666 ) ( 4 ) - - - - 3,666 4 - - - - - - - Conversion of Common Stock Class C to Common Stock Class D - - - - ( 33,838,614 ) ( 33,839 ) 33,838,614 33,839 - - - - - - - - - Conversion of Common Stock Class D to Common Stock - - - - - - ( 35,776,290 ) ( 35,776 ) 35,776,290 35,776 - - - - - - - Non-controlling interest issuance of shares - - - - - - - - - - 31,201,273 - - - 31,201,273 7,412,094 38,613,367 Distributions to non-controlling shareholders - - - - - - - - - - - - - - - ( 934,435 ) ( 934,435 ) Net loss - - - - - - - - - - - ( 30,339,755 ) - - ( 30,339,755 ) ( 2,609,219 ) ( 32,948,974 ) Balances at December 31, 2024 - $ - 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 Balances at January 1, 2023 275,000 $ 275 18,297,555 $ 18,298 - $ - - $ - - $ - $ 22,445,530 $ ( 6,496,980 ) - $ - $ 15,967,123 $ 22,793,014 $ 38,760,137 Balances 275,000 $ 275 18,297,555 $ 18,298 - $ - - $ - - $ - $ 22,445,530 $ ( 6,496,980 ) - $ - $ 15,967,123 $ 22,793,014 $ 38,760,137 Issuance of shares, net of equity issuance fees - - 4,885,600 4,885 207,250 207 - - - - 16,690,088 - - - 16,695,180 - 16,695,180 Exercise of warrants 66,665 67 2,085 2 - - - - - - 82,531 - - - 82,600 - 82,600 Equity issued for services - - 407,610 408 - - - - - - 1,217,422 - - - 1,217,830 - 1,217,830 Conversion of Common Stock Class A ( 341,665 ) ( 342 ) - - 8,541,625 8,542 - - - - ( 8,200 ) - - - - - - Conversion of Common Stock Class B - - ( 21,633,405 ) ( 21,633 ) 21,557,155 21,557 - - - - 152 - 76,245 ( 76 ) - - - Equity based compensation - - - - - - - - - - 392,520 - - - 392,520 - 392,520 Non-controlling interest issuance of shares - - - - - - - - - - 6,923,042 - - - 6,923,042 9,826,958 16,750,000 Distributions to non-controlling shareholders - - - - - - - - - - - - - - - ( 531,789 ) ( 531,789 ) Net loss - - - - - - - - - - - ( 10,524,473 ) - - ( 10,524,473 ) ( 862,320 ) ( 11,386,793 ) 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 Balances - $ - 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 See notes to accompanying consolidated financial statements. F- 4 VENU HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in US Dollars) 2024 2023 For the years ended December 31, 2024 2023 Net loss $ ( 32,948,974 ) $ ( 11,386,793 ) Adjustments to reconcile net loss to net cash used in operating activities: Equity issued for interest on convertible debt 766,920 - Equity based compensation 12,015,133 1,610,350 Project abandonment loss 668,403 - Amortization of debt discount 2,917,989 4,544 Non cash lease expense 498,808 486,924 Unrealized income on equity method investment - 75,603 Depreciation and amortization 3,656,229 1,877,236 Noncash financing expense 2,500,000 - Noncash interest - 1,292 Changes in operating assets and liabilities: Inventories ( 39,537 ) ( 98,591 ) Prepaid expenses and other current assets ( 641,736 ) 88,579 Receivables from AEG partnership - - Security deposit 332,889 ( 225,904 ) Accounts payable 4,694,025 745,259 Accrued expenses 2,858,450 334,840 Accrued payroll and payroll taxes ( 69,070 ) ( 73,542 ) Deferred revenue 764,078 636,790 Operating lease liabilities ( 465,890 ) ( 452,759 ) Licensing liabilities 6,250,000 1,500,000 Net cash provided by (used in) operating activities 3,757,717 ( 4,876,172 ) Cash flows from investing activities Purchase of property and equipment ( 72,483,650 ) ( 31,165,063 ) Net cash acquired from acquisition of 13141 BP 74,085 - Net cash used in investing activities ( 72,409,565 ) ( 31,165,063 ) Cash flows from financing activities Proceeds from sale of non-controlling interest equity 38,463,367 16,750,000 Distributions to non-controlling shareholders ( 934,435 ) ( 531,789 ) Principal payments on long-term debt ( 313,136 ) ( 224,386 ) Proceeds from issuance of shares 31,960,250 16,695,180 IPO issued 12,654,100 - Proceeds from exercise of warrants 52 82,600 Payment for personal guarantee on convertible debt ( 100,000 ) - Acquisition of Treasury Stock ( 1,500,000 ) - Receipt of short-term promissory note ( 10,000 ) - Proceeds from municipality promissory note 6,200,000 - Net cash provided by financing activities 86,420,198 32,771,605 Net increase (decrease) in cash and cash equivalents 17,768,350 ( 3,269,630 ) Cash and cash equivalents, beginning 20,201,104 23,470,734 Cash and cash equivalents, ending $ 37,969,454 $ 20,201,104 Supplemental disclosure of non-cash operating, investing and financing activities: Cash paid for interest $ 406,483 $ 305,169 Property acquired via mortgage $ - $ 4,400,000 Property acquired via short-term promissory note $ 2,000,000 $ - Property acquired via convertible debt $ 10,000,000 $ - Debt discounts - warrants $ 3,000,140 $ - Equity issued for origination fee $ 100,000 $ - Debt discount - suite granted to lender $ 200,000 $ - 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 $ - See notes to accompanying consolidated financial statements. F- 5 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 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 registered office is at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. The Company’s subsidiaries and its interests in each are presented below as of December 31, 2024: SCHEDULE OF COMPANY’S SUBSIDIARIES AND ITS INTERESTS Name of Entity Place of Incorporation Interest Venu Holding Corporation (f/k/a Notes Live, Inc.) (Parent) Colorado 100 % Bourbon Brothers Holding Company, LLC (“BBH”) Colorado 100 % Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBST”) Colorado 100 % Bourbon Brothers Presents, LLC d/b/a Boot Barn Hall (“BBP”) Colorado 89 % Bourbon Brothers Smokehouse and Tavern GA, LLC (“BBSTGA”) Georgia 100 % Bourbon Brothers Presents GA, LLC (“BBPGA”) Georgia 100 % Notes Holding Company, LLC (“NH”) Colorado 100 % 13141 Notes, LLC d/b/a Notes (“Notes”) Colorado 100 % Sunset Amphitheater, LLC (“Sunset”) * Colorado 10 % Hospitality Income & Asset, LLC (“HIA”) * Colorado 99 % Sunset on the Stones River, LLC (“Stones”) Colorado 100 % Bourbon Brothers Licensing, LLC (“BBL”) Colorado 100 % GA HIA, LLC (“GAHIA”) * Colorado 16 % Notes Live Real Estate, LLC (“NotesRE”) Colorado 100 % Roth’s Seafood and Chophouse, LLC (“Roth”) Colorado 100 % Sunset Operations, LLC (“SunsetOps”) Colorado 100 % Sunset Hospitality Collection, LLC (“SHC”) * Colorado 47 % Notes Hospitality Collection, LLC (“NHC”) Colorado 100 % Sunset at Broken Arrow, LLC (“BA”) * Colorado 74 % Sunset at Mustang Creek, LLC (“MC”) * Colorado 89 % Sunset at McKinney, LLC (“MK”) * Colorado 80 % Sunset Operations at McKinney, LLC (“McKinneyOps”) Colorado 100 % Sunset at El Paso, LLC (“EP”) * Colorado 100 % Sunset Operations at El Paso, LLC (“EPOps”) Colorado 100 % Polaris Pointe Parking, LLC (“PPP”) Colorado 100 % Venu VIP Rides, LLC (“Rides”) * Colorado 50 % Notes CS I DST, LLC (“Trust”) * Delaware 100 % Notes CS I Holdings, LLC (“Holdings LLC”)* Colorado 100 % Notes CS I ST, LLC (“Signatory”)* Colorado 100 % * These entities are considered majority-owned subsidiaries or variable interest entities and consolidated into the Venu Holding Corporation consolidated financials F- 6 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued) The Company’s subsidiaries and its interests as presented below as of December 31, 2023: Name of Entity Place of Incorporation Interest Notes Live, Inc. (Parent) Colorado 100 % Bourbon Brothers Holding Company, LLC (“BBH”) Colorado 100 % Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBST”) Colorado 100 % Bourbon Brothers Presents, LLC d/b/a Boot Barn Hall (“BBP”) Colorado 89 % Bourbon Brothers Smokehouse and Tavern GA, LLC (“BBSTGA”) Georgia 100 % Bourbon Brothers Presents GA, LLC (“BBPGA”) Georgia 100 % Bourbon Brothers Media, LLC (“BBM”) Colorado 100 % Notes Holding Company, LLC (“NH”) Colorado 100 % 13141 Notes, LLC d/b/a Notes (“Notes”) Colorado 100 % Sunset Amphitheater, LLC (“Sunset”) * Colorado 10 % Hospitality Income & Asset, LLC (“HIA”) * Colorado 99 % Sunset on the Stones River, LLC (“Stones”) Colorado 100 % Bourbon Brothers Licensing, LLC (“BBL”) Colorado 100 % GA HIA, LLC (“GAHIA”) * Colorado 16 % Notes Live Real Estate and Development, LLC (“NotesRE”) Colorado 100 % Roth’s Seafood and Chophouse, LLC (“Roth”) Colorado 100 % Sunset Operations, LLC (“SunsetOps”) Colorado 100 % Sunset Hospitality Collection, LLC (“SHC”) * Colorado 69 % Notes Hospitality Collection, LLC (“NHC”) Colorado 100 % Sunset at Broken Arrow, LLC (“BA”) * Colorado 92 % Sunset at Mustang Creek, LLC (“MC) * Colorado 85 % Polaris Pointe Parking, LLC (“PPP”) Colorado 100 % * These entities are considered majority-owned subsidiaries or variable interest entities and consolidated into the Venu Holding Corporation consolidated financials 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 Boot Barn 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 Boot Barn Hall 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 Boot Barn Hall event venue facility. The Boot Barn Hall event venue building is leased from HIA, a related party (refer to Note 4 – Leases footnote for further details). The Company owns 89 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. F- 7 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued) Bourbon Brothers Smokehouse and Tavern GA, LLC (“BBSTGA”) is the sole owner and operator of the restaurant operations. The BBSTGA restaurant building is leased from a related party entity (refer to Note 5 – Leases footnote for further details). Bourbon Brothers Presents GA, LLC (“BBPGA”) is the Company’s concert and event venue in Gainesville, Georgia, specializing in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, this concert and event venue facility is utilized to host corporate events and weddings. BBPGA is the sole owner and operator of this facility. This facility is leased from a related party entity (refer to Note 7 – Related Party Transactions footnote for further details). Bourbon Brothers Media, LLC (“BBM”) is a digital media-focused entertainment company. BBM closed in 2023. Bourbon Brothers Licensing, LLC (“BBL”) BBL is designed to exclusively serve as the entity which licenses the Bourbon Brothers brand. Notes Holding Company, LLC (“NH”) is a pass-through entity established to hold the Company’s equity interests in various subsidiaries. 13141 Notes, LLC (“Notes”) is the restaurant operating entity, managing the Notes Eatery (formally known as Buttermilk Eatery, LLC which changed its name on August 8, 2022), located in Colorado Springs, Colorado, which opened in June 2020. 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 owns the land and buildings from which Notes currently uses under 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. Under the terms of the purchase agreement, the Company issued 276,100 shares of common stock. The Company owns 100 % of this subsidiary and 100 % of its voting control and consolidates it into its financials. Sunset Amphitheater, LLC (“Sunset”) is a hospitality-focused music venue located in Colorado Springs. This venue opened in August 2024 d/b/a Ford Amphitheater. The Company owns 10 % of this variable interest entity and 100 % of its voting control and consolidates it into its financials. Hospitality Income & Asset, LLC (“HIA”) was acquired by the Company on April 1, 2022 and owns the land and buildings for which both BBST and BBP currently use from existing lease arrangements. The Company owns 99 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. Sunset on the Stones River, LLC (“Stones”) was planned to be a fully integrated Notes Live entertainment complex in Murfreesboro, Tennessee (the “City”). The Company does not plan to move forward with this location. Its agreement with the City was terminated on August 26, 2024. The Company expensed the development costs to date in 2024 for $ 305,497 included in operating expenses for the year ended December 31, 2024. GA HIA, LLC (“GAHIA”) is the Colorado-based entity that holds the Company’s Georgia based operations. The Company owns 16 % of this variable interest entity and 100 % of its voting control and consolidates it into its financials. Notes Live Real Estate, LLC (“NotesRE”) holds title to certain Company real estate assets. Roth’s Seafood and Chophouse, LLC (“Roth Seafood”) is a restaurant adjacent to Ford Amphitheater. This location is slated to open when construction is completed which is anticipated in May 2025. F- 8 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued) Sunset Operations, LLC (“Sunset Ops”) is the operating entity that manages the operations of Ford Amphitheater which opened August 9, 2024. Notes Hospitality Collection, LLC (“NHC”) is the operating entity that manages the venue rentals and 1,200 additional seating which can be utilized to view the concerts and shows at Ford Amphitheater and is slated to open when construction is completed which is anticipated in May 2025. Sunset Hospitality Collection, LLC (“SHC”) is the entity that owns the venue that includes Roth Seafood and NHC which are currently under construction. The Company owns 47 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. Sunset at Broken Arrow, LLC (“Sunset BA”) is a hospitality-focused music venue located in Broken Arrow, OK and has not yet begun construction. The Company owns 74 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. Sunset at Mustang Creek, LLC (“Sunset MC”) is a hospitality-focused music venue located in Mustang Creek, OK and has not yet begun construction. The Company owns 89 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. Sunset at McKinney, LLC (“Sunset MC”) is a hospitality-focused music venue located in McKinney, TX and has not yet begun construction. The Company owns 80 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. Sunset Operations at McKinney, LLC (“McKinneyOps”) is the operating entity that manages the Sunset amphitheater in McKinney, TX operations and is slated to open when construction is completed which is anticipated in 2026. Sunset at El Paso, LLC (“Sunset EP”) is a hospitality-focused music venue located in El Paso, TX and has not yet begun construction. The Company owns 100 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. Sunset Operations at El Paso, LLC (“EPOps”) is the operating entity that manages the Sunset Amphitheater in El Paso, TX operations and is slated to open when construction is completed which is anticipated in 2026. Polaris Pointe Parking, LLC (“PPP”) owns the land for parking at Sunset Ops. Venu VIP Rides, LLC (“Rides”) is an entity that provides transportation services to Venu’s employees and shareholders. The Company owns 50 % of the subsidiary and 100 % of its voting control and consolidates it into its financials. Notes CS I, DST (“DST”) is an entity that owns the land that Sunset Amphitheater, LLC has its improvements on for the Ford Amphitheater. On August 22, 2024 NLRE conveyed the 9.41 acres of real property upon which the Ford Amphitheater is located to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu (“ Holdings LLC ”), and Holdings LLC conveyed that property to Notes CS I, DST, a Delaware Statutory Trust (the “ Trust ”) in exchange for a 100 % of the beneficial interests in the Trust. The signatory trustee for the Trust is Notes CS I ST, LLC (the “Signatory”), a wholly owned subsidiary of Venu. Beneficial owners have no voting rights with respect to the affairs of the Trust and do not have legal title to any portion of the property held by the Trust. Instead, the signatory trustee has the sole power and authority to manage the activities and affairs of the Trust, including the power and authority to sell the property and the Trust holds legal title to the property. Under the documents governing the Trust, beneficial interest holders are entitled to distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant. As of December 31, 2024, the Trust sold a beneficial interest to third party for $ 130,282 but in no event is it expected that Holdings LLC would cease to hold a beneficial interest in the Trust. F- 9 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Risks and Uncertainties The preparation of the 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 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, and opening and operating its restaurants and event venues in Colorado, Georgia, Oklahoma and Texas. The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. As of the issuance of these financials, management has concluded there is not a substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. The Company had an accumulated deficit of $ 47,361,208 and $ 17,021,453 as of December 31, 2024 and 2023, respectively and incurred net losses of $ 32,948,974 and $ 11,386,793 for the years ended December 31, 2024 and 2023 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, and 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 will allow the Company to continue its business operations, as well as additional capital raising and debt financing in 2025, will allow the Company to continue its business operations. There is no guarantee that we 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. F- 10 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned, majority-owned subsidiaries and variable interest entities. For those entities that aren’t wholly owned by Company, the Company assesses the voting and management control to confirm the Company is the primary beneficiary of the majority-owned subsidiaries and variable interest entities. All intercompany accounts and transactions have been eliminated upon consolidation. See “Organization” and “Non-controlling Interest” for further discussions of the entities that are majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. See “Investments in related parties” for further discussion. Fair Value Measurements Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: ● Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and ● Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash, payables and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments. Balances due to and due from related parties do not have specific repayment dates and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value and are included in current assets or liabilities. 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 December 31, 2024, the Company had $ 15,241,184 of cash equivalents in the form of money market accounts that earned interest income of $ 705,729 . In 2023, the Company did not have any cash equivalents. 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 December 31, 2024 and 2023. 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 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 consolidated statement of operations as other income. F- 11 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The Company had one investment during 2023, until it disposed of it on December 31, 2023, that it accounted for using the equity method as described in ASC 323, Investments – Equity Method and Joint Ventures where the investment was initially recorded as an asset on the balance sheet at its initial cost. This investment was adjusted each reporting period by the Company through the income statement for the income or loss for its proportionate share of investment. See Note 6 – Investments in Related Parties and Note 7 – 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 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 December 31, 2024 and 2023. 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. F- 12 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 December 31, 2024, 2023 and 2022, deferred revenue totaled $ 1,528,159 , $ 764,081 and $ 127,291 , respectively. 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 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. As of December 31, 2024, the Company had a receivable of $ 193,766 , with no allowance for credit losses on the receivable as the Company has started to collect a portion of this balance subsequent to the period-end. 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 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 will start to be recognized when NHC in Colorado Springs opens its suites fully after construction is expected to be completed by June 2025 and with Sunset at Broken Arrow in late 2025 to early 2026 and Sunset at McKinney in mid 2026. Advertising Expenses Advertising costs are expensed as incurred and included in operating expenses in the accompanying consolidated statements of operations. Total advertising expenses were approximately $ 3,568,704 and $ 2,541,156 for the years ended December 31, 2024 and 2023, respectively. Debt Issuance Costs Debt issuance costs incurred in connection with the issuance of long-term debt are recorded as reductions of long-term debt and are amortized over the term of the related debt. Amortization of debt issuance costs of $ 2,917,989 and $ 4,544 for the years ended December 31, 2024 and 2023, are included in interest expense in the accompanying consolidated statements of operations. F- 13 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 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 grants issued to the Company’s employees. These may vest immediately or vest evenly up to three to five years. 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 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. F- 14 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The Company is a C corporation (“C Corp”), however, the Company’s subsidiaries are limited liability companies (“LLCs”), 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 subsidiary LLCs are still in place, with the parent company filing as a corporation. Non-controlling Interest and Variable Interest Entities The non-controlling interest (“ NCI ”) represents capital contributions and distributions, income and loss attributable to the owners of less than wholly owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI stockholders in the accompanying 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. he 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 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. F- 15 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2024: SCHEDULE OF CARRYING VALUE OF ASSETS AND LIABILITIES OF CONSOLIDATED VARIABLE INTEREST ENTITIES 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 GAHIA 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 and other 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 A summary of the Company’s non-controlling interests for the periods ended December 31, 2024 and 2023: SCHEDULE OF NON CONTROLLING INTERESTS BBPCO GAHIA HIA Sunset CO Sunset MC Sunset BA SHC Sunset McK Venu VIP Notes CS 1 Total Balance at January 1, 2024 ( 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 1/1-12/31/24 27,237 341,324 ( 12,150 ) ( 1,379,798 ) ( 40,504 ) ( 334,279 ) ( 926,840 ) ( 278,811 ) ( 3,150 ) ( 2,248 ) ( 2,609,219 ) Non-controlling interest issuance of shares - - - 338,742 ( 313,577 ) 397,983 2,010,616 4,874,498 ( 445 ) 104,277 7,412,094 Distributions to non-controlling shareholders - ( 442,760 ) ( 3,636 ) ( 486,635 ) - - - - - ( 1,404 ) ( 934,435 ) Balance at December 31, 2024 ( 91,207 ) 6,631,807 585,324 20,093,064 ( 65,428 ) 110,810 3,137,216 4,595,687 ( 3,595 ) 100,625 35,094,303 BBPCO Notes GAHIA HIA Sunset CO Sunset TN Sunset MC Sunset BA SHC Total Balance at December 31, 2022 ( 144,332 ) - 6,640,999 626,245 15,397,049 273,053 - - - 22,793,014 Balance ( 144,332 ) - 6,640,999 626,245 15,397,049 273,053 - - - 22,793,014 Net income (loss) attributable to Non-Controlling Interest 1/1-12/31/23 25,888 - 76,621 ( 11,131 ) ( 899,567 ) - ( 34,512 ) ( 5,678 ) ( 13,941 ) ( 862,320 ) Net income (loss) attributable to Non-Controlling Interest 25,888 - 76,621 ( 11,131 ) ( 899,567 ) - ( 34,512 ) ( 5,678 ) ( 13,941 ) ( 862,320 ) Non-controlling interest issuance of shares - - 260,355 - 7,123,273 - 323,165 52,784 2,067,381 9,826,958 Distributions to non-controlling shareholders - - ( 244,732 ) ( 14,004 ) - ( 273,053 ) - - - ( 531,789 ) 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 Balance ( 118,444 ) - 6,733,243 601,110 21,620,755 - 288,653 47,106 2,053,440 31,225,863 Segment Reporting 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. F- 16 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Recently Issued and Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU on December 31, 2024. This ASU did not have a material impact on our consolidated financial statements. 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 amendments will be effective for fiscal years beginning after December 15, 2024, and interim periods within those annual periods. The Company is currently evaluating the impact of adopting this guidance. In March 2024, the FASB issued ASU No. 2024-01, Compensation – Stock Compensation (Topic 718): Scope Applications of Profits Interest and Similar Awards (“ASU 2024-01”). The amendments in ASU 2024-01 improves its overall clarity and operability without changing the guidance and adding illustrative examples to determine whether profits interest award should be accounted for in accordance with Topic 718. The amendments will be effective for fiscal years beginning after December 15, 2024, and interim periods within those annual periods. The Company is currently evaluating the impact of adopting this guidance. 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. F- 17 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment, net, were as follows: SCHEDULE OF PROPERTY AND EQUIPMENT As of As of December 31 December 31, 2024 2023 Leasehold Improvements $ 399,319 $ 160,738 Furniture and equipment 10,057,967 4,064,928 Land and buildings 93,377,840 39,381,977 Construction in progress 40,518,315 17,678,116 Property, plant and equipment, gross $ 144,353,441 $ 61,285,759 Accumulated depreciation and amortization ( 7,137,505 ) ( 3,547,996 ) Property plant and equipment, net $ 137,215,936 $ 57,737,763 Depreciation and amortization expenses relating to property and equipment for the years ended December 31, 2024 and 2023 were $ 3,589,509 and $ 1,810,516 , respectively. NOTE 4 - INTANGIBLES Intangible assets subject to amortization consist of the following: SCHEDULE OF INTANGIBLE ASSET Useful December 31, December 31, Life 2024 2023 Naming rights 6 years $ 400,314 $ 400,314 Accumulated amortization ( 189,038 ) ( 122,319 ) Intangible assets, net $ 211,276 $ 277,995 The intangible naming rights asset was put into use in 2023. Amortization expense relating to the intangible assets for the years ended December 31, 2024 and 2023 was $ 66,719 and $ 66,720 respectively. The estimated amortization expense for the twelve months ended December 31, 2025 and thereafter is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE 2026 $ 66,719 2027 66,719 2028 66,719 2029 11,119 Total $ 211,276 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 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, 2024, 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. F- 18 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 5 – LEASES (Continued) 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 is until April 13, 2025. For its McKinney location, the Company leases an office space from an unrelated party. The lease is until June 30, 2027. Additionally, the Company leases an executive apartment from an unrelated party. The lease is until June 6, 2025. The Company leases a vehicle for each of these executive apartments, with one lease until April 2026 and the other vehicle leased until May 2026. Total rent expense related to leased assets including short-terms leases and variable costs was $ 1,703,496 and $ 1,061,427 for the years ended December 31, 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, the Company paid $465,892 and $446,664, respectively, for operating leases. The following table shows balance sheet information related to the operating leases: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES December 31, December 31, As of December 31, December 31, Balance Sheet Information Classification 2024 2023 Assets Operating lease right-of-use assets, net Operating Leases $ 1,351,600 $ 3,685,980 Liabilities Current portion of operating lease liabilities Operating Leases $ 364,244 $ 230,952 Long-term portion of operating lease liabilities Operating Leases $ 1,020,604 $ 3,646,385 Total lease liabilities $ 1,384,848 $ 3,877,337 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 December 31, 2025 $ 430,070 2026 370,631 2027 284,938 2028 243,093 2029 225,385 Total lease payments $ 1,554,117 Less: imputed interest ( 169,269 ) Present value of lease liabilities $ 1,384,848 Less: current portion ( 364,244 ) Long-term portion $ 1,020,604 SCHEDULE OF SUPPLEMENTAL INFORMATION OF OPERATING LEASES December 31, 2024 2023 Weighted-average remaining lease term (years) 4.16 13.25 Weighted-average discount rate 5.66 % 6.00 % F- 19 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 6 – 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 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 years ended December 31, 2024 and 2023 follows: SCHEDULE OF INVESTMENT Roth War Industries LLC Hippies LLC Total Balance at December 31, 2022 $ 550,000 $ 75,603 $ 625,603 Disposals, net - ( 75,603 ) ( 75,603 ) Balance at December 31, 2023 $ 550,000 $ - $ 550,000 - - - - Balance at December 31, 2024 $ 550,000 $ - $ 550,000 NOTE 7 – 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. The Company’s officers and directors are also minority equity owners of Roth Industries. The CEO of Roth Industries, Mitchell Roth, is the son of the Company’s CEO and is also on the Board of the Company and is employed by the Company in a part time manner as strategy consultant pursuant to which he was paid $ 90,000 in each of 2024 and 2023. 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 $ 130,000 and $ 132,500 for the years ended December 31, 2024 and 2023, 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 also had $ 107,500 in receivables from Roth as of December 31, 2024. The amounts received were recorded in other income in the consolidated statements of operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the consolidated balance sheet. The Company owned 20 % of War Hippies, LLC and sold its interest in War Hippies, LLC on December 31, 2023, to the majority owners of War Hippies, realizing a loss on the investment of $ 75,603 that is recognized as other expense in the consolidated statement of operations for the year ended December 31, 2023. The Company on June 26, 2024, purchased 100 % of the membership units for 13141 BP’s members and owns the land and buildings for which Notes currently use 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. F- 20 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 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 NOTE 8 – DEBT Convertible Promissory Note On January 17, 2024, the Company entered into a convertible promissory note (“Note”) with KWO, LLC (“KWO”), to accrue interest at 8.75 % per annum, for draws to occur between March 2024 to May 2024 to be used towards Sunset Colorado construction. 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 commenced March 1, 2024 with the maturity date of February 28, 2025 . At any time during the period commencing June 1, 2024 and continuing until the date on which the Note is paid in full, KWO may convert the outstanding Note into Company common stock of equivalent value, and the Company shares are deemed to have a fixed value of $ 10 per share. 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 Sunset Colorado 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 for the year ended December 31, 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 Venu shares at $ 10 per share for both KWO and Mr. Roth, with the Company recognizing a debt discount of $ 3,000,140 with $ 2,500,117 expensed to interest expense in the year ended December 31, 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 Consolidated Balance Sheet. A loan origination fee of $ 100,000 is recognized as debt discount with $ 83,333 expensed to interest expense in the year ended December 31, 2024, with the remaining to be expensed over the life of the Note. The Company leased KWO a Sunset leased suite 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 the year ended December 31, 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 $ 566,690 agree to the net of $ 9,433,313 shown as convertible debt in the Consolidated Balance Sheet. In addition, KWO in a related agreement, purchased 500,000 Class C shares 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 the year ended December 31, 2024, as Mr. Roth completed this stock transaction on behalf of the Company for KWO completing the Note transaction. F- 21 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 8 – DEBT (Continued) 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 December 31, 2024 and 2023, the principal balance of $ 500,000 remains outstanding. Long-term bank debt On April 1, 2022, 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 December 31, 2024 and 2023 was $ 3,239,543 and $ 3,404,225 . 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 Notes Live 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 December 31, 2024 and 2023 was $ 0 and $ 3,267,000 , 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 December 31, 2024 and 2023 was $ 4,243,364 and $ 4,391,818 . This mortgage is collateralized by the BBSTGA and BBPGA land and buildings. This mortgage is personally guaranteed by JW Roth. On April 30, 2024, Notes Live executed a term sheet with the City of El Paso, Texas. This term sheet was approved by the El Paso City Council by a vote of 6-1. This term sheet will define a more detailed, negotiated Development Agreement between Notes Live and the City of El Paso that will establish a public private partnership. This Development Agreement is anticipated to be complete in the next 60 days and will specifically define the construction of a 12,500- person amphitheater to be developed by Venu. In addition, on August 16, 2024, the City of El Paso provided an economic incentive in the form of a promissory note at 0 % interest for $ 8,000,000 maturing in eight years to be used towards the construction of the facility which options for this to be forgiven based on certain deliverables. F- 22 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 8 – DEBT (Continued) SCHEDULE OF LONG TERM DEBT Long-term debt consists of the following: December 31, December 31, 2024 2023 SBA Economic Injury Disaster Loan $ 500,000 $ 500,000 Bank loan and promissory notes 15,701,718 11,007,318 Convertible debt 9,433,313 - Total 25,635,031 11,507,318 Less: current maturities 11,534,814 325,245 Long-term debt $ 14,100,217 $ 11,182,073 Following is the future maturities of long-term debt for the twelve months ended December 31, 2024 SCHEDULE OF FUTURE MATURITIES OF LONG TERM DEBT 2025 $ 11,534,814 2026 123,288 2027 138,576 2028 155,901 2029 175,793 Thereafter 13,506,659 Total long-term debt $ 25,635,031 NOTE 9 – EQUITY 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. The Class A voting and the Class B non-voting units had identical economic rights to participate in dividends and to the assets of the Company, however, the non-voting units do not provide the holder the right to vote on any matters or otherwise participate in the management of the business and affairs of the Company. On April 6, 2022, when the Company converted its legal form from a Colorado LLC to a Colorado C Corp, the Company’s Class A membership units became Class A common stock and the Class B membership units became Class B common stock. The Company amended its articles of incorporation on October 25, 2022 to include Class C common stock. On March 5, 2024, the Company and its Class C stockholders authorized the creation of Class D of common stock of up to 60,000,000 shares. Except for any difference in voting privileges, or any differing 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 Class A Voting Common Stock, Class B Non-Voting Common Stock, Class C Voting Common Stock, and Class D Voting Common Stock have the same preferences, limitations, and relative rights in all other respects. Each holder of Class A Voting Common Stock was entitled to 250 votes per share of Class A Voting Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Each holder of Class C Voting Common Stock was entitled to one vote per share of Class C Voting Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Each holder of Class D Voting Common Stock shall be entitled to one vote per share of Class D Voting Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Except as required by law, holders of the Class B Non-Voting Common Stock shall 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 shall not be entitled to vote on any matter submitted to the stockholders. 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 “Prior Voting Common Stock Conversion”). 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 Class B shares and 5,000,000 preferred shares. F- 23 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 9 – EQUITY (Continued) On August 7, 2023, the Company allowed the stockholders to exchange their Class A shares into Class C shares at a 1 to 25 basis and the Class B shares for Class C shares at a 1 to 1 basis . The Company has 76,245 shares of treasury stock that it acquired through the acquisition of HIA. On November 3, 2023, the Company and its stockholders effected a forward split of both the Class B and Class C shares 5-for-1 and increased the authorized shares of Class C up to 50,000,000 at a par value of $ 0.001 . On that same date, the Company began a private placement offering of its Class C shares at $ 10 per share. The Company issued 614,341 and 2,832,584 Class C shares during the year ended December 31, 2024 from this offering. The Company issued 700,000 Class C shares as payment for services to outside consultants of the Company. 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 convert to Class D shares at a 1 to 1 basis . As of December 31, 2024, the Company has 379,990 Class B shares and 37,471,465 Common shares issued and outstanding. 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 August 12, 2024, the Company purchased 100,000 Class D shares back from Roth Industries, a related party, at $ 5 per shares as the Company will hold these as treasury shares. 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. The Company is actively pursuing other third-party operators for The Sunset BA. As part of this termination, Live Nation exercised its put right for the 100,000 Class D shares worth $ 1,000,000 . These shares were classified as permanent equity, and the Company subsequently reclassified this amount as a liability upon notice of execution of the put right from Live Nation. The Company repurchased these shares from Live Nation on September 26, 2024. 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 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. NOTE 10 – EARNINGS PER SHARE Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the multiple-class method in calculating earnings per share. Earnings and losses are shared pro-rata between the multiple classes of shares. For 2024, the Company had five classes of shares that included Class A, Class B, Class C, Class D and Common that weighted-average number of shares and earnings per share by class were calculated of. For 2023, the Company had three classes of shares for Class A, Class B, and Class C shares that weighted average number of shares by class and earnings per share by class were calculated of. The calculation of diluted net income per share includes the effects of the assumed exercise of any outstanding warrants and convertible debt, except during loss periods as the effect would be anti-dilutive. The shares presented are post-split from the November 8, 2023 split election. F- 24 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 10 – EARNINGS PER SHARE (Continued) The following table sets forth the calculation of earnings per share as presented in the accompanying consolidated statements of operations: SCHEDULE OF CALCULATION OF EARNINGS PER SHARE For the Year Ended December 31, 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 $ - $ ( 620,265 ) $ ( 5,784,717 ) $ ( 13,968,689 ) $ ( 9,966,084 ) Denominator: Basic and diluted weighted average shares outstanding - 724,629 6,758,034 16,319,014 11,642,944 Basic and diluted net loss per share of common stock $ - $ ( 0.86 ) $ ( 0.86 ) $ ( 0.86 ) $ ( 0.86 ) For the Year Ended December 31, 2023 Class A Class B Class C Class D Common Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ ( 53,361 ) $ ( 6,514,641 ) $ ( 3,956,471 ) $ - $ - Denominator: Basic and diluted weighted average shares outstanding 136,301 16,640,620 10,106,179 - - Basic and diluted net loss per share of common stock $ ( 0.39 ) $ ( 0.39 ) $ ( 0.39 ) $ - $ - NOTE 11 – WARRANTS The Company grants, to certain of its directors and employees, warrants to purchase shares of the Company’s equity. Following is a summary of the warrant activities during the years ended December 31, 2024 and 2023: SUMMARY OF WARRANT ACTIVITIES Weighted Weighted Average Weighted Average Remaining Number of Average Grant Date Contractual Warrants Exercise Price Fair Value Term (in years) Outstanding, December 31, 2022 2,921,400 $ 2.25 Granted 307,500 $ 3.39 $ 3.39 Exercised ( 68,750 ) $ 6.01 Expired and forfeited ( 130,320 ) $ 2.56 Outstanding, December 31, 2023 3,029,830 $ 2.59 Outstanding, December 31, 2023 3,029,830 $ 2.59 Granted 3,158,333 $ 10.02 $ 5.64 Exercised ( 67,997 ) $ 2.23 Expired and forfeited ( 535,873 ) $ 6.34 Outstanding, December 31, 2024 5,584,293 $ 6.43 5.04 During the year ended December 31, 2024, the Company granted a total of 3,158,333 warrants with 2,158,333 granted to employees and board and directors with 1,000,000 granted as part of the convertible promissory note (refer to Note 8 – Debt). 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 $ 7,594,169 of unrecognized compensation cost related to all outstanding warrants. The equity-based compensation cost, related to warrants included as a charge to operating expenses in the consolidated statements of operations, was $ 12,015,133 and $ 392,520 for the years ended December 31, 2024 and 2023, respectively. The cost is expected to be recognized over a weighted-average period of 5.04 years. F- 25 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 11 – WARRANTS (Continued) The fair value of the warrants was estimated using the Black-Scholes-Merton model using the following inputs: SCHEDULE OF FAIR VALUE OF WARRANTS December 31, 2024 December 31, 2023 Volatility 48.46 % to 74.30 % 69.3 % to 77.4 % Dividends 0.00 % 0.00 % Risk-free rate 0.4 % to 4.5 % 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 12 – INCOME TAXES The following table sets forth income before taxes: SCHEDULE OF FORTH INCOME BEFORE TAXES 2024 2023 U.S. ( 32,793,466 ) ( 11,386,793 ) Foreign - - Total income before taxes ( 32,793,466 ) ( 11,386,793 ) The following table reconciles the statutory income tax rates to actual rates based on income or loss before income taxes as of December 31, 2024 and December 31, 2023: SCHEDULE OF RECONCILIATION OF STATUTORY INCOME TAX RATES 2024 2023 Total Tax Rate Total Tax Rate Income tax benefit at federal statutory rate ( 6,886,628 ) 21.0 % ( 2,391,227 ) 21.0 % Non-controlling interest - 0.0 % 181,088 - 1.6 % Equity Based Compensation 6,999,300 - 61.5 % - 0.0 % Interest Expense 2,833,450 - 24.9 % - 0.0 % Financing Expense 2,500,000 - 22.0 % - 0.0 % Permanent differences 312,596 - 2.7 % 11,025 0.1 % State and local income taxes net of federal tax benefit ( 859,726 ) 7.6 % ( 364,006 ) 3.2 % Others 181,739 - 1.6 % - 0.0 % Valuation allowance 57,887 - 0.5 % 2,563,120 - 22.5 % Provision for income taxes - - 84.6 % - 0.0 % F- 26 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 12 – INCOME TAXES (Continued) Below is a summary of the Company’s deferred tax assets and liabilities: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2024 2023 Net operating loss and tax credits carry forwards 4,710,756 3,145,014 Lease liability 4,284,550 46,837 Investments in partnerships 1,565,317 Equity Based Compensation 1,493,341 285,788 Deferred Revenue 407,571 4,545 Others 44,699 163,580 Deferred tax assets before valuation allowance 12,506,234 3,645,764 Valuation Allowance ( 7,911,767 ) ( 3,488,056 ) Deferred tax assets after valuation allowance 4,594,467 157,708 Right of use assets ( 4,122,635 ) - Fixed assets ( 471,832 ) ( 157,708 ) Deferred tax liabilities ( 4,594,467 ) ( 157,708 ) Net deferred tax assets and liabilities - - The Company has federal net operating loss of $ 18,043,321 and $ 12,849,379 as of the current and prior year, respectively. All of the federal net operating loss has an indefinite carry forward period. The Company has various state net operating carry forwards. The determination of the state net operating loss carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and impact the amount of such carryforwards. In general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (or the Code), a corporation that undergoes an “ownership change,” generally defined as a greater than 50% change by value in its equity ownership over a three-year period, is subject to limitations on its ability to utilize its pre-change net operating losses (“NOLs”), other tax attribute carryforwards and research and development credit carryforwards to offset future taxable income. Our existing NOLs, other tax attribute carryforwards and research and development credit carryforwards may be subject to limitations arising from previous ownership changes. If we undergo, or are deemed to have previously undergone, an ownership change, our ability to utilize NOLs, other tax attribute carryforwards and research and development credit carryforwards could be limited by Sections 382 and 383 of the Code. Additionally, future changes in our stock ownership, some of which might be beyond our control, could result in an ownership change under Section 382 of the Code. For these reasons, in the event we experience or are deemed to have experienced an “ownership change” for these purposes, we may not be able to utilize a material or even a substantial portion of the NOLs, other tax attribute carryforwards, research and development credit carryforwards, even if we attain profitability. We have not completed a Code Section 382 analysis regarding any limitation on our NOL carryforwards. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Due primarily to its history of operating losses, the Company is unable to conclude that it is more likely than not that it will realize the benefits of its deferred tax assets. Therefore, the Company provided a valuation allowance against the entire net deferred tax assets during current year, reflecting an increase of $ 4,423,711 . Management does not believe that there are significant uncertain tax positions in the current and prior year. There are no interest and penalties related to uncertain tax positions in the current and prior year. The Company is no longer subject to income tax examinations for federal income taxes before 2021 or for states before 2020. Net operating loss carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by statute. The amount subject to disallowance is limited to the NOL utilized. Therefore, the Company may be subject to examination for prior NOLs generated as such NOLs are utilized. generated as such NOLs are utilized. F- 27 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 NOTE 13 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES The carrying amounts of accounts payable and accrued expenses approximated their fair values at December 31, 2024 and 2023. Accounts payable at December 31, 2024 and 2023 was $ 7,283,033 and $ 2,565,460 , 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 December 31, 2024 and 2023 was $ 3,556,819 and $ 698,369 , respectively, which included accruals of the Company utilities, property taxes, insurance, purchases, and interest. NOTE 14 – COMMITMENTS AND CONTINGENCIES From time to time, the Company may become party to litigation and other claims in the ordinary course of business. To the extent that such claims and litigation arise, management provides for them if upon the advice of counsel, losses are determined to be both probable and estimable. In addition, the Company enters into public private partnerships. These partnerships, may require the Company to meet construction timelines. There may be liquidated damage clauses, or other contractual penalties. To the extent that such claims arise, management provides for them if upon the advice of counsel, losses are determined to be both probable and estimable. NOTE 15 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of the issuance of the consolidated financial statements as of March 31, 2025, and identified the following: The Company issued a $ 6,000,000 principal amount convertible promissory note on February 28, 2025, with its maturity date three years from the date of issuance. The interest rate is 12 % per annum and paid quarterly in shares of Venu’s common stock at the conversion price. Principal is paid at maturity in cash, or at the Company’s option, in-kind through the issuance of shares of Company’s common stock at the conversion price. 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 notes are secured by the Company’s interests in various of its real estate assets, interests, and projects. The Company sold as additional $ 322,448 in beneficial interests under the offering conducted by Notes CS I DST, LLC offering by March 31, 2025. The Company sold $ 600,000 of its Venu Income, LLC private equity offering through March 31, 2025. This offering is designed for pooled ownership of VENU’s Luxe FireSuites located in McKinney, TX, and Broken Arrow, OK. The Company generated a combined $ 10.4 million in January 2025 and $ 11.2 million in February 2025 of firepit suites membership unit offerings of Sunset McKinney, Sunset Broken Arrow, and Sunset Hospitality Collection. In addition, the Company introduced the financing of membership unit firepit suites in March 2025 for Sunset McKinney and Sunset Broken Arrow, which allows an investor to purchase a membership unit and acquire rights to fractional ownership via a suite with 25 % down payment on the membership unit and pay the remaining 75 % of their capital commitment over a 20-year amortization. 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 $ 1,999,999.45 . The Company issued 165,000 warrants that vested immediately at $ 12.50 to a consulting firm on February 6, 2025, that can be exercised into common shares and expires on February 6, 2030 . In addition, the Company agreed to issue 300,000 warrants (or stock options) that vested immediately at $ 10 per share to a consultant on March 19, 2025, that expire on March 19, 2030 , and can be exercised into common shares. F- 28