Venu Holding Corp美国招股说明书（2026年3月6日版）

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. This preliminaryprospectus supplement and the accompanying prospectus are part of an effective registration statement filed with theSecurities and Exchange Commission under the Securities Act of 1933, as amended. This preliminary prospectus supplement PRELIMINARY PROSPECTUSSUPPLEMENT SUBJECT TO COMPLETION PROSPECTUS SUPPLEMENT(To prospectus dated December 8, 2025) Sharesof Common StockPre-Funded Warrants to Purchase Shares of Common Stock Venu Holding Corporation Venu Holding Corporation (“Venu,” the “Company,” “we,” “our,” and “us”) is offeringshares of its common stock, par value$0.001 (“CommonStock”), and warrants to purchase up toshares of Common Stock (“Common Warrants”), pursuant to thisprospectus supplement and the accompanying base prospectus. The combined public offering price for each share of Common Stock,together with one Common Warrant, is $. Each share of our Common Stock, or a Pre-Funded Warrant in lieu thereof (as describedbelow), is being sold together with one Common Warrant. Each Common Warrant will have an exercise price of $per share, will be We are also offering pre-funded warrants to purchase up toshares of Common Stock (“Pre-FundedWarrants”), in lieu of sharesof Common Stock, exercisable at an exercise price of $0.001, to those purchasers whose purchase of Common Stock in this offeringwould otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99%(or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of thisoffering. Each Pre-Funded Warrant is being issued together with the same Common Warrant described above being issued with eachshare of Common Stock. The combined purchase price of each Pre-Funded Warrant, together with one accompanying CommonWarrant, is $. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Shares of our Common Stock are listed on the NYSE American LLC under the symbol “VENU.” On March 6, 2026, the last reportedsales price of our Common Stock was $4.84 per share. There is no established trading market for the Pre-Funded Warrants or the We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced reporting requirements. Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-17 and in ourfilings 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-34 for additional information regarding underwriters’compensation. Excludes fees and expenses payable to the underwriters and other expenses of this offering. We have granted a 45-day option to the underwriters to purchase from us up toadditional shares of our Common Stock and/oradditional Pre-Funded Warrants and/oradditional Common Warrants, in each case at the aggregate offering price per The underwriters expect to deliver the shares of our Common Stock, the Pre-Funded Warrants, and the accompanying CommonWarrants to purchasers on or about, 2026. ThinkEquity The date of this prospectus supplement is 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 Pre-Funded Warrants, together with Common Warrants being issued therewith, and also adds to and updatesinformation contained in the accompanying prospectus and the documents incorporated by reference herein. The second part, theaccompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we referto this 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 incorporated 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 de