Venu Holding Corp美股招股说明书(2026-08-03版)

$25,000,000 of Senior Secured Convertible DebenturesShares of Common Stock Underlying such Debentures1,200,000 Warrants to Purchase Shares of Common Stock1,200,000 Shares of Common Stock Underlying such Warrants Venu Holding Corporation Pursuant to this prospectus supplement and the accompanying base prospectus, Venu Holding Corporation (“Venu,” the “Company,”“we,” “our,” and “us”) is offering an aggregate of $25,000,000 in original principal amount of our Senior Secured ConvertibleDebentures (the “Debentures”), which are convertible into shares of our common stock, par value $0.001 (“Common Stock”), andwarrants to purchase up to 1,000,000 shares of Common Stock (the “Warrants”). The Debentures and the Warrants are immediatelyseparable and will be issued separately, but they will be purchased together in this registered direct offering. This prospectussupplement also relates to the offering of the Common Stock issuable upon conversion of the Debentures and exercise of the Warrants. The Debentures and the Warrants are being sold pursuant to the terms of a securities purchase agreement dated July 31, 2026 (the“Securities Purchase Agreement”), between us and the investor named therein in connection with this offering. Pursuant to the Debentures, $12,500,000 of the original principal amount (the “Holdback Amount”) funded on the date the Debenturesand the Warrants are issued (the “Issuance Date”) will initially be held in an account as cash collateral for our obligations under theDebentures pending our delivery of an appraisal of the real property and improvements comprising the amphitheater we aredeveloping in Broken Arrow, Oklahoma (“The Sunset BA”; such appraisal, the “Appraisal”). If the Appraisal is satisfactory to theinvestor and the collateral agent appointed under the Securities Purchase Agreement, the Holdback Amount will be released anddelivered to us. If the Appraisal is not delivered within 14 days after the Issuance Date or is not satisfactory to the investor or thecollateral agent, the investor will have the option to apply the Holdback Amount to repay an equal portion of the principal amount ofthe Debentures, at par value and without payment of the Payment Premium (as defined below). If the investor elects to apply theHoldback Amount toward repayment of the principal amount of the Debentures, the number of shares of Common Stock issuable uponexercise of the Warrants issued to the investor will be reduced from 1,000,000 shares to 500,000 shares. The Debentures will have an original issue discount of 5%. On the Issuance Date, our gross proceeds from this offering will be$11,875,000 before fees and other expenses. If the Holdback Amount is subsequently released to us pursuant to the Debentures, wewill receive an additional $11,875,000 of gross proceeds, resulting in aggregate gross proceeds from this offering of $23,750,000before fees and expenses. Unless earlier converted or redeemed, the Debentures will mature on July 31, 2027 (the “Maturity Date”), subject to extension uponthe written agreement of us and the investor. The Debentures will not bear interest unless and until the occurrence of an event ofdefault described in the Debentures (an “Event of Default”), in which case the Debentures will accrue interest at a rate of 18% perannum for so long as such Event of Default remains uncured. At any time on or after the date the Issuance Date, the Debentures areconvertible at the option of the holder into shares of Common Stock at an initial conversion price of $7.50 per share (the “FixedPrice”), subject to adjustment as provided in the Debentures. Beginning on the earlier of (i) the date of the first disbursement in connection with any indebtedness constituting “Permitted C-PACEIndebtedness” under the Securities Purchase Agreement (a “C-PACE Loan Disbursement”), and (ii)the 75th day following theIssuance Date, we will be required to make monthly installment payments (each, a “Monthly Installment”) consisting of $5,000,000 ofprincipal, the applicable payment premium on such principal amount, which is initially 15% but increases to 20% after the 75th dayfollowing the Issuance Date (the “Payment Premium”), and any accrued and unpaid interest (collectively, the “Installment Amount”),in accordance with the repayment schedule set forth in the Debentures. If we fail to timely pay any Monthly Installment when due (a“Payment Failure”), the holder may elect to convert, on one or more occasions, all or part of the unpaid Installment Amount at anytime after such Payment Failure has occurred at a price equal to 95% of the lowest daily volume weighted average price (the “VWAP”)of our Common Stock during the five consecutive trading days immediately preceding the applicable conversion date, subject to thefloor price set forth in the Debentures (the “Variable Price”). Otherwise, for so long as we remain current on our payment obligations,the Debentures will be convertible only at the Fixed Price. In accordanc