Venu Holding Corp 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______. Commission File Number: 001-42422 Venu Holding Corporation(Exact name of registrant as specified in its charter) Colorado82-0890721(State of Incorporation)(I.R.S. Employer Identification No.) (719) 895-5483(Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredNYSE American LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to the filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One) Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Sec 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares of the issuer’s common stock outstanding as of May 15, 2026 was 59,443,877. Throughout this Quarterly Report on Form 10-Q (this “Quarterly Report”), the terms “Venu,” “we,” “us,” “our” or the “Company” refer toVenu Holding Corporation, a Colorado corporation. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report contains forward-looking statements regarding future events and the Company’s future results. These statements arebased on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs andassumptions of the Company’s management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,”“believes,” “seeks,” “estimates,” “continues,” “could,” “would,” “should,” “will,” “may,” variations of such words, and similar expressions of aforward-looking nature are intended to identify such forward-looking statements. In addition, any statements that refer to projections of theCompany’s future financial performance, the Company’s anticipated growth and potential in its business, and other characterizations of futureevents or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions andare subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in the “Risk Factors” section of thisQuarterly Report and elsewhere herein. The forward-looking information contained in this Quarterly Report is generally located under theheading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” but may be found in other locations aswell. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements, and readers arecautioned not to place undue reliance upon such statements in making an investment decision. The Company disclaims any obligation to updatefactors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events ordevelopments. In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statementsare based upon information available to us as of the date of this Quarterly Report and, although we believe such information forms a reasonablebasis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we haveconducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherentl