Venu Holding Corp美股招股说明书(2026-01-27版)

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 anoffer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted. 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 thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (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, 2026. Deutsche Bank Securities ThinkEquity , 2026. The date of this prospectus supplement is TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-15RISK FACTORSS-18CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-23USE OF PROCEEDSS-24CAPITALIZATIONS-24DILUTIONS-25MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OFCOMMON STOCKS-27UNDERWRITINGS-30LEGAL MATTERSS-38EXPERTSS-38INFORMATION INCORPORATED BY REFERENCES-39WHERE YOU CAN FIND MORE INFORMATIONS-40 Prospectus PageABOUT THIS PROSPECTUS1ABOUT VENU HOLDING CORPORATION1RISK FACTORS3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS4DESCRIPTION OF THE SECURITIES4DESCRIPTION OF COMMON STOCK4DESCRIPTION OF PREFERRED STOCK7DESCRIPTION OF DEBT SECURITIES8DESCRIPTION OF WARRANTS10DESCRIPTION OF RIGHTS11DESCRIPTION OF UNITS12FORMS OF SECURITIES12PLAN OF DISTRIBUTION13INFORMATION INCORPORATED BY REFERENCE17WHERE YOU CAN FIND MORE INFORMATION17EXPERTS17LEGAL MATTERS17 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 prospectussupplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having alater date—for example, a document incorporated by reference in the accompanying prospectus—the statement in the documenthaving the later date modifies or supersedes the earlier statement. 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,warranty, or covenant to you. Moreover, such representations, warranties, or covenants were accurate only as of the date when made.Accordingly, such representations, warranties, and covenants should not be relied on as accurately representing the current state of ouraffairs. We and the underwriters have not authorized anyone to provide you with any information other than that contained in this pr