Venu Holding Corp 美股招股说明书（2026-06-12版）

Up to $250,000,000 Venu Holding Corporation Venu Holding Corporation (“Venu,” the “Company,” “we,” “our,” and “us”) has entered into an ATM Sales Agreement (the “SalesAgreement”) with ThinkEquity LLC (“ThinkEquity” or the “Sales Agent”) relating to the sale of shares of our common stock, par value$0.001 (“Common Stock”), offered by this prospectus supplement and the accompanying base prospectus. In accordance with theterms of the Sales Agreement, we may from time to time offer and sell shares of our Common Stock having an aggregate offering Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sellshares of our Common Stock by any permissible method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4)promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specificnumber or dollar amounts of shares of our Common Stock, but it will act as our sales agent using commercially reasonable efforts We will pay the Sales Agent a total commission for its services in acting as agent in the sale of Common Stock equal to 3.0% of theaggregate gross proceeds of the sales price of all shares of Common Stock sold through the Sales Agent as agent under the Sales In connection with the sale of Common Stock on our behalf under the Sales Agreement, the Sales Agent will be deemed to be an“underwriter” within the meaning of the Securities Act, and the Sales Agent’s compensation will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain Shares of our Common Stock are listed on the NYSE American LLC under the symbol “VENU.” On June 9, 2026, the last reportedsales price of our Common Stock was $3.33 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-5 and in ourfilings with the Securities and Exchange Commission that are incorporated by reference into this prospectus supplement.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these ThinkEquity The date of this prospectus supplement is June 12, 2026. TABLE OF CONTENTS Prospectus Supplement Prospectus ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus relate to our “at the market offering” of shares of Common Stock.Before purchasing any shares of Common Stock offered hereby, you should carefully read both this prospectus supplement and the On December 1, 2025, we filed a registration statement on Form S-3 (File No. 333-291873) with the U.S. Securities and ExchangeCommission (the “SEC”) utilizing a “shelf” registration process relating to the Common Stock described in this prospectussupplement, which the SEC declared effective on December 8, 2025. Under the shelf registration process, we may from time to timeoffer and sell any combination of the securities described in the accompanying base prospectus in one or more offerings, including thisat the market offering of Common Stock. The purpose of this prospectus supplement is to describe the specific terms of the Common This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this “at the marketoffering” of our Common Stock and also adds to and updates information contained in the accompanying prospectus and thedocuments incorporated by reference herein. The second part, the accompanying prospectus, provides more general information, someof which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined. To the extent there is a conflict between the information contained in this prospectus supplement and the informationcontained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of 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, You should rely only on this prospectus supplement, the accompanying prospectus, the documents incorporated or deemed to beincorporated by reference herein or therein, and any free writing prospectus prepared by us or on our behalf. We and the Sales Agenthave not authorized anyone to provide you with any information other than that contained or incorporated by reference in this We