$VENU

Venu Holding Corp

CIK:0001770501|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Revenues
Total revenues, net	$ 4,795,461	$ 4,487,307	$ 8,546,948	$ 7,986,466
Operating costs
Food and beverage	807,111	613,546	1,450,802	1,111,386
Event center	951,005	929,498	1,668,720	1,653,562
Labor	1,623,373	1,118,884	3,142,118	2,117,831
Rent	476,070	409,959	957,782	774,336
General and administrative	10,093,301	8,463,946	17,637,456	15,204,257
Equity compensation	1,782,521	1,883,762	3,738,453	13,224,382
Depreciation and amortization	2,400,731	1,374,412	4,776,523	2,749,776
Donation of EIGHT Brewing investment	1,999,999		1,999,999
Total operating costs	20,134,111	14,794,007	35,371,853	36,835,530
Loss from operations	(15,338,650)	(10,306,700)	(26,824,905)	(28,849,064)
Other income (expense), net
Interest expense, net	(4,424,770)	(1,983,993)	(7,403,503)	(2,906,879)
Other income (expense), net	29,974	(12,901)	50,769	19,599
Total other expense, net	(4,394,796)	(1,996,894)	(7,352,734)	(2,887,280)
Net loss	(19,733,446)	(12,303,594)	(34,177,639)	(31,736,344)
Net loss attributable to non-controlling interests	(1,846,492)	(886,361)	(2,534,340)	(2,255,381)
Net loss attributable to Venu	(17,886,954)	(11,417,233)	(31,643,299)	(29,480,963)
Preferred stock dividend	(152,880)	(16,875)	(300,750)	(16,875)
Net loss attributable to common stockholders	$ (18,039,834)	$ (11,434,108)	$ (31,944,049)	$ (29,497,838)
Weighted average number of shares of Common stock, outstanding, basic	59,461,443	37,984,523	53,302,185	37,984,523
Weighted average number of shares of Common stock, outstanding, diluted	59,461,443	37,984,523	53,302,185	37,984,523
Basic net loss per share of Common stock	$ (0.30)	$ (0.30)	$ (0.60)	$ (0.77)
Diluted net loss per share of Common stock	$ (0.30)	$ (0.30)	$ (0.60)	$ (0.77)
Common Class B [Member]
Other income (expense), net
Weighted average number of shares of Common stock, outstanding, basic	304,990	379,990	304,990	379,990
Weighted average number of shares of Common stock, outstanding, diluted	304,990	379,990	304,990	379,990
Basic net loss per share of Common stock	$ (0.30)	$ (0.30)	$ (0.60)	$ (0.77)
Diluted net loss per share of Common stock	$ (0.30)	$ (0.30)	$ (0.60)	$ (0.77)
Food and Beverage [Member]
Revenues
Total revenues, net	$ 3,192,696	$ 2,545,178	$ 5,617,082	$ 4,590,094
Event Center Ticket And Fees Revenue [Member]
Revenues
Total revenues, net	1,047,541	1,443,707	1,902,352	2,424,146
Rental And Sponsorship Revenue [Member]
Revenues
Total revenues, net	$ 555,224	$ 498,422	$ 1,027,514	$ 972,226

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Statement of Cash Flows [Abstract]
Net loss	$ (34,177,639)	$ (31,736,344)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on sale of property and equipment	55,957
Equity issued for interest on debt		291,680
Equity based compensation	2,918,786	13,024,382
Equity issued for services	653,000	277,900
Noncash interest and debt discount	876,482	2,829,506
Noncash lease expense	849,264	184,741
Depreciation and amortization	4,776,523	2,749,776
Noncash donation of EIGHT Brewing investment	1,999,999
Changes in operating assets and liabilities:
Inventories	(116,394)	31,166
Prepaid expenses and other current assets	(861,302)	(391,189)
Security and other deposits	40,224	(25,250)
Accounts payable	34,505,866	(2,781,721)
Accrued expenses	(21,528,291)	3,235,134
Accrued payroll and payroll taxes	(211,043)	(105,678)
Deferred revenue	434,892	360,730
Operating lease liabilities	(706,925)	(185,469)
Licensing liability	1,089,149	756,389
Net cash used in operating activities	(9,401,452)	(11,484,247)
Cash flows from investing activities
Purchase of property and equipment	(132,875,433)	(37,211,382)
Investment in EIGHT Brewing		(1,999,999)
Investment in related parties		(5,262)
Net cash used in investing activities	(132,875,433)	(39,216,643)
Cash flows from financing activities
Receipt of convertible promissory note		18,000,000
Proceeds from NNN firesuite liability, including $542,646 principal payments from NNN firesuite promissory notes receivable	19,467,646	(0)
Proceeds from lease financing liability - related party	21,951,844
Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock	4,995,000	10,125,000
Proceeds from issuance of common stock, net of $7,395,725 issuance costs	68,531,119
Proceeds from issuance of common warrants and pre-funded warrants	21,796,023
Proceeds from Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares	(3,452,060)	24,454,237
Repurchase of treasury stock	(10,000,000)
Principal payments on promissory note	(4,500,000)	(2,000,000)
Principal payments on long-term debt	(332,142)	(164,038)
Principal payments on lease financing liability - related party	(10,799)
Distributions to non-controlling shareholders	(1,192,454)	(251,785)
Net cash provided by financing activities	117,254,177	50,163,414
Net decrease in cash and cash equivalents	(25,022,708)	(537,476)
Cash and cash equivalents, beginning	41,306,358	37,969,454
Cash and cash equivalents, ending	16,283,650	37,431,978
Supplemental cash flow information:
Cash paid for interest	856,948	230,467
Cash paid for income taxes
Supplemental non-cash investing and financing activities:
Property acquired via promissory note	12,215,475	25,000,000
Real property sold in exchange for note receivable - related party	19,880,000
Lease financing liability from real property lease - related party	41,376,869
Accrued preferred stock dividends	300,750	16,875
Debt discounts - warrants		1,486,329
Conversion of convertible debt and interest to common equity		$ 25,000,000

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Current assets
Cash and cash equivalents	$ 16,283,650	$ 41,306,358
Inventories	590,861	474,467
Prepaid expenses and other current assets	3,407,825	2,546,523
Current portion NNN firesuite promissory notes receivable	111,373
Total current assets	20,393,709	44,327,348
Other assets
Property and equipment, net	446,239,065	305,947,277
Intangible assets, net	111,198	144,558
Operating lease right-of-use assets, net	17,010,370	17,397,009
Note receivable - related party	19,880,000
Long term NNN firesuite promissory notes receivable, net of current portion	7,445,981
Security and other deposits	143,358	183,582
Total other assets	491,385,234	326,227,687
Total assets	511,778,943	370,555,035
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	59,635,351	25,129,485
Accrued expenses	6,620,210	27,847,751
Accrued payroll and payroll taxes	366,317	577,360
Deferred revenue	1,977,456	1,542,564
Current portion of operating lease liabilities	621,069	605,261
Current portion licensing liability	223,333	223,333
Current portion NNN firesuite liability	1,911,467	1,026,300
Current portion lease financing liability - related party	3,383,410
Current portion of long-term debt	8,174,776	400,108
Total current liabilities	82,913,389	57,352,162
Long-term portion of operating lease liabilities	16,625,919	16,886,027
Long-term licensing liability and other liabilities	10,040,749	8,951,600
Long-term convertible debt	1,927,742	1,907,530
Long-term NNN firesuite liability	56,878,056	30,038,214
Long-term lease financing liability - related party	38,031,471
Long-term debt, net of current portion	56,086,241	56,568,151
Total liabilities	262,503,567	171,703,684
Commitments and contingencies - See Note 16
Stockholders’ Equity
Additional paid-in capital	276,946,369	201,188,680
Accumulated deficit	(123,098,229)	(91,454,930)
Stockholders’ Equity before Treasury Stock	153,907,893	109,777,015
Treasury Stock, at cost - 3,390,957 shares at June 30, 2026 and 752,435 shares at December 31, 2025	(17,900,353)	(7,899,600)
Total Venu Holding Corporation and subsidiaries equity	136,007,540	101,877,415
Non-controlling interest	98,147,836	86,848,936
Total stockholders’ equity	234,155,376	188,726,351
Total liabilities and stockholders’ equity	511,778,943	370,555,035
Contingently Redeemable Convertible Cumulative Preferred Stock [Member]
Mezzanine Equity
Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001 par - 1,342 authorized, 1,008 issued and outstanding at June 30, 2026 and 675 issued and outstanding at December 31, 2025	15,120,000	10,125,000
Common Shares [Member]
Stockholders’ Equity
Common stock, value	59,372	42,961
Common Class B [Member]
Stockholders’ Equity
Common stock, value	381	304
Eight Brewing [Member]
Other assets
Investment		1,999,999
Related Party [Member]
Other assets
Investment	$ 555,262	$ 555,262