Venu Holding Corp. Amends Public Offering Registration
Ticker: VENU · Form: S-1/A · Filed: Oct 21, 2024 · CIK: 1770501
Sentiment: neutral
Topics: ipo, registration-statement, amendment
TL;DR
Venu Holding Corp. (fka Notes Live) filed S-1/A. Looks like they're still trying to IPO.
AI Summary
Venu Holding Corp. (formerly Notes Live, Inc.) filed an S-1/A amendment on October 21, 2024, for its registration statement. The company, incorporated in Colorado, is in the amusement and recreation services sector and is headquartered in Colorado Springs. This filing is an amendment to a previous registration, indicating ongoing efforts to go public or adjust its public offering details.
Why It Matters
This S-1/A filing is a step in Venu Holding Corp.'s process to become a publicly traded company, which could offer new investment opportunities and impact the competitive landscape of the amusement and recreation sector.
Risk Assessment
Risk Level: medium — As a company undergoing the IPO process, Venu Holding Corp. faces inherent risks associated with market volatility, regulatory scrutiny, and the challenges of transitioning to a public entity.
Key Numbers
- 7900 — SIC Code (Amusement & Recreation Services industry)
- 82-0890721 — IRS Number (Company's Employer Identification Number)
Key Players & Entities
- Venu Holding Corp (company) — Registrant
- Notes Live, Inc. (company) — Former company name
- JW Roth (person) — Chief Executive Officer
- Colorado (company) — State of incorporation
- 333-281271 (dollar_amount) — SEC File Number
- 20241021 (date) — Filing date
FAQ
What is the primary purpose of this S-1/A filing?
This S-1/A filing is an amendment to Venu Holding Corporation's Form S-1 Registration Statement, indicating updates or revisions to their initial public offering plans.
What were Venu Holding Corp.'s previous names?
Venu Holding Corp. was formerly known as Notes Live, Inc., B Entertainment LLC, and Bourbon Brothers Entertainment, LLC.
Who is the Chief Executive Officer of Venu Holding Corp?
JW Roth is the Chief Executive Officer of Venu Holding Corp.
Where is Venu Holding Corp. headquartered?
Venu Holding Corp. is headquartered at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920.
What is the SEC file number associated with this registration?
The SEC file number associated with this registration is 333-281271.
Filing Stats: 4,322 words · 17 min read · ~14 pages · Grade level 16.9 · Accepted 2024-10-21 06:12:45
Key Financial Figures
- $0.001 — lic offering of shares of common stock, $0.001 par value per share (the “ Common
- $10.00 — price of our shares of Common Stock is $10.00 per share. We are in the process of a
- $50 million — hrough October and to generate north of $50 million in full-season revenue. For its initial
Filing Documents
- forms-1a.htm (S-1/A) — 5880KB
- ex10-35.htm (EX-10.35) — 80KB
- ex10-48.htm (EX-10.48) — 73KB
- ex10-49.htm (EX-10.49) — 82KB
- ex10-50.htm (EX-10.50) — 19KB
- ex10-51.htm (EX-10.51) — 21KB
- ex14-1.htm (EX-14.1) — 146KB
- ex23-2.htm (EX-23.2) — 5KB
- forms-1_001.jpg (GRAPHIC) — 14KB
- forms-1_007.jpg (GRAPHIC) — 100KB
- forms-1_008.jpg (GRAPHIC) — 246KB
- forms-1_009.jpg (GRAPHIC) — 270KB
- forms-1_010.jpg (GRAPHIC) — 341KB
- forms-1_011.jpg (GRAPHIC) — 1746KB
- forms-1_004.jpg (GRAPHIC) — 2KB
- forms-1_005.jpg (GRAPHIC) — 3KB
- ex14-1_001.jpg (GRAPHIC) — 6KB
- ex23-2_003.jpg (GRAPHIC) — 10KB
- ex23-2_001.jpg (GRAPHIC) — 3KB
- ex23-2_002.jpg (GRAPHIC) — 24KB
- ex10-35_01.jpg (GRAPHIC) — 53KB
- ex10-48_001.jpg (GRAPHIC) — 137KB
- ex10-49_01.jpg (GRAPHIC) — 54KB
- 0001493152-24-041660.txt ( ) — 10456KB
DILUTION
DILUTION 38 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39
BUSINESS
BUSINESS 57 MANAGEMENT 83 EXECUTIVE COMPENSATION 89 PRINCIPAL SHAREHOLDERS 95 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 96 DESCRIPTION OF CAPITAL STOCK 97 SHARES ELIGIBLE FOR FUTURE SALE 99 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS 101
UNDERWRITING
UNDERWRITING 104 LEGAL MATTERS 109 EXPERTS 109 WHERE YOU CAN FIND ADDITIONAL INFORMATION 109 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS Basis of Presentation We are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this prospectus or to which we have referred you. Neither we nor the underwriters have authorized any other person to provide you with information different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or any sale of our Common Stock. Our business, financial condition, results of operations, and prospects may have changed since that date. Neither the delivery of this prospectus, nor any sale or delivery of our Common Stock, shall under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. This prospectus will be updated and made available for delivery to the extent required by the federal securities laws. As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “the Company,” and “Venu” refer to Venu Holding Corporation, formerly known as Notes Live, Inc., and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Neither we nor the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide
Business
Business Venu is an entertainment and hospitality holding company based in Colorado Springs, Colorado. Through several subsidiary entities, Venu designs, develops, owns, and operates (whether directly or through third-party operators) up-scale music venues, outdoor amphitheaters, and full-service restaurants and bars where music, dining, and luxury experiences converge. Venu was founded in 2017. Since its inception, Venu has strived to set a new standard in the hospitality and entertainment industry through its entertainment-campus venue concept and to meet the growing demand for live entertainment by developing new venues in strategically selected, rapid-growth, entertainment-underserved markets. Venu takes pride in being a catalyst for memorable experiences, a champion of local entertainment, and a contributor to vibrant communities. To date, Venu has developed, or is in the process of developing, three restaurant concepts and one bar concept, as well as live music indoor venues that accommodate approximately 1,400 guests and outdoor amphitheaters that accommodate 8,000 or greater guests. Currently, Venu operates two indoor venues, three restaurants, and one outdoor amphitheater across Colorado and Georgia. To complement its first outdoor amphitheater, the Ford Amphitheater, in Colorado in August 2024, Venu expects to open an associated mixed-use development adjacent to the Ford Amphitheater in May 2025, which will consist of a fine-dining restaurant, Roth’s Seafood & Chophouse (“ Roth’s” ), a rooftop bar, Brohan’s, and premier rental space framing either side of Roth’s called Notes Hospitality Collection (“ NHC ”). Venu is aiming to develop additional venues in Oklahoma, Texas, and potentially other locations through 2026. Venu forecasts meaningful economic and cultural impacts in communities targeted for expansion across the United States. Venu owns and operates, or will operate, a variety of restaurant, live