Venu Holding Corp美股招股说明书(2026-01-27版)

Filed Pursuant to Rule 424(b)(5)Registration No. 333-291873 The information contained in this preliminary prospectus supplement is not complete and may be changed. A registrationstatement has been filed with the Securities and Exchange Commission and is effective. This prospectus supplement is not an SUBJECT TO COMPLETION, DATED JANUARY PROSPECTUS SUPPLEMENT(To prospectus dated December 8, 2025) Common Stock Venu Holding Corporation Venu Holding Corporation (“Venu,” the “Company,” “we,” “our,” and “us”) is offering $ of shares of its common stock, par value$0.001 (“Common Stock”). Shares of our Common Stock are listed on the NYSE American LLC under the symbol “VENU.” On January[ ● ], 2026, the lastreported sales price of our Common Stock was $[●] per share. We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced reporting requirements. Investing in our Common Stock involves a high degree of risk. See the “Risk Factors” section beginning on page S-18 and inour filings with the Securities and Exchange Commission that are incorporated by reference in this prospectus supplement.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these (1)We refer you to“Underwriting”beginning on page S-30 for additional information regarding underwriters’compensation. Excludes fees and expenses payable to the underwriters and other expenses of this offering. We have granted a 30-day option to the representative of the underwriters to purchase up to an additionalshares of ourCommon Stock at the offering price less the underwriting discount, solely for the purpose of covering over-allotments, if any. The underwriters expect to deliver the shares of our Common Stock to purchasers on or about Deutsche Bank Securities The date of this prospectus supplement is , 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of ourCommon Stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporatedby reference herein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer tothis prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the informationcontained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporatedby reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus We further note that the representations, warranties, and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, We and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectussupplement and the accompanying prospectus or in any free writing prospectus we may authorize to be delivered or made available toyou. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information thatothers may give you. We are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offersand sales are permitted. The information contained or incorporated by reference in this prospectus supplement and the accompanyingprospectus is accurate only as of the date of this prospectus supplement, regardless of the time of delivery of this prospectus For investors outside the United States: We and the underwriters have not done anything that would permit this offering or possessionor distribution of this prospectus supplement and the accompanying prospectus in any jurisdiction where action for that purpose isrequired, other than in the United States. Persons outside the United States who come into possession of this prospectus supplement PROSPECTUS SUPPLEMENT SUMMARY This summary highlights selected information from this prospectus supplement, the accompanying prospectus, and the documentsincorporated by reference. It does not contain all of the information that may be important to you. We encourage you to carefullyread this entire prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein ortherein, especially the “Risk factors” section on page S-18 and the “Risk Factors” section in each of our Annual Report on Form10-K for the year ended December 31, 2024, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, Our Business Venu is an e