ADDED
The Registrant s Class B Non-Voting Common Stock is not publicly traded and therefore was excluded from this calculation.
As of March 31, 2026, the Registrant had 60,042,328 shares of Common Stock and 304,990 shares of Class B Non-Voting Common Stock outstanding.
Venu s failure to remediate such material weaknesses could adversely affect its ability to report its financial condition and results of operations in a timely and accurate manner.
Venu s failure to comply with such restrictions could subject Venu to various consequences, ranging from the payment of monetary fees to the clawback of purchased property, any of which could have a materially adverse impact on Venu s business and financial condition.
If The Sunset Amphitheater and other venues owned by Venu do not appeal to customers, or if Venu is unable to attract advertisers and marketing partners, there will be a material negative effect on the Company s business and results of operations.
Venu has not finalized certain plans and specifications for many of its proposed new venue locations, and as a result Venu s costs may be higher than anticipated, resulting in possible additional capital requirements, additional debt, or less favorable operating results than projected .
Venu may suffer project delays, increased costs, and financial losses if city councils or other local governmental bodies oppose Venu s land-purchase and venue-construction proposals or reject purchase and development agreements that Venu has negotiated with other regulatory bodies within a given city.
Venu s reliance on third-party operators to manage and operate Ford Amphitheater and future amphitheater locations exposes Venu to risks, including profit sharing, limited operational control, non-compete restrictions, indemnification obligations, and potential disruptions from the termination or renewal of operating agreements.
If Venu fails to execute its business strategy, which includes identifying, acquiring, and then developing new restaurants, amphitheaters, and entertainment venue locations, and opening locations that are profitable, Venu s business could suffer.
The entertainment business in which Venu operates is highly sensitive to customer tastes.
REMOVED
As of March 31, 2025, there were 37,496,049 shares of the Registrant s common stock outstanding.
Venu has not finalized certain plans and specifications for many of its proposed new venue locations, and as a result Venu s costs may be higher than anticipated.
Venu may suffer project delays, increased costs, and financial losses if city councils or other local governmental bodies oppose Venu s land-purchase and venue-construction proposals or reject purchase and development agreements that Venu has negotiated.
Venu s reliance on third-party operators to manage and operate Ford Amphitheater and future amphitheater locations exposes Venu to risks.
Any return on investment may be limited to the value of our Common Stock.
If certain communications used to market certain exempt offerings of membership interests conducted by the Company s subsidiaries are deemed to have been an offer in violation of Section 5 of the Securities Act with respect to the Company s initial public offering, the Company may be subject to certain claims.
Currently, Venu operates indoor venues and restaurants in Colorado and Georgia, but it is in varying levels of planning or development to open venues in Oklahoma and Texas, with the Sunset at Broken Arrow expected to open in late 2025 or early 2026, and other locations in 2026.
Venu forecasts meaningful economic and cultural impacts in communities targeted for expansion across the United States.
After opening its first restaurant in Colorado Springs, Colorado in 2017 followed by its first indoor music hall venue adjacent to the restaurant in 2019, Venu expanded to Georgia, where it opened its second restaurant and indoor music venue in Gainesville, Georgia in June 2023.
Venu is now in the process of expanding to markets in Oklahoma and Texas.