Venu Holding Corp

false 0001770501 0001770501 2026-07-17 2026-07-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2026 VENU HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Colorado 001-42422 82-0890721 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1755 Telstar Drive , Suite 501 Colorado Springs , Colorado 80920 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (719) 895-5483 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, par value $.001 per share VENU NYSE AMERICAN Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. On July 17, 2026 (the “ Closing Date ”), Venu Holding Corporation (the “ Company ”), together with certain of its subsidiaries named as guarantors (the “ Guarantors ”), entered into a Secured Promissory Note and Guaranty Agreement (the “ Note ”) with Ryan, LLC (the “ Lender ”) in connection with the financing of a short-term bridge loan (the “ Bridge Loan ”). Pursuant to the Note, the Lender agreed to provide the Company with a secured Bridge Loan in a principal amount equal to the sum of $20,000,000 plus up to $500,000 to cover certain of the Lender’s third-party fees, costs, and expenses incurred in negotiating the Note, which amounts are capitalized into the Note’s principal amount (the “ Principal Amount ”), together with interest thereon. A summary of other key terms of the Note is provided below. Capitalized terms that are used but not defined in this Current Report on Form 8-K (this “ Current Report ”) have the meanings given to them in the Note. Interest. Interest accrues on the outstanding Principal Amount at a rate of 18% per annum and is payable in kind through monthly capitalization into the outstanding Principal Amount. If an Event of Default occurs, interest on the outstanding Principal Amount will increase to the interest rate then in effect plus 6.75% per annum, payable in kind in the same manner as ordinary interest under the Note. Maturity. All outstanding obligations under the Note, including the then-outstanding Principal Amount (as increased by the capitalized interest) and accrued and unpaid interest, are due and payable in cash on the date that is 90 days after the Closing Date (the “ Maturity Date ”). Voluntary Prepayment. The Note may be repaid by the Company (in full or in part) at any time without penalty or premium. Mandatory Repayment. The Note requires the Company to make mandatory prepayments from specified sources of funds that the Company expects to receive, or may receive while the Note is outstanding, including from: proceeds the Company expects to receive under certain funding programs the Company intends to utilize as its permanent financing for its projects at its properties in Broken Arrow, Oklahoma (the “ Broken Arrow Property ”) and in McKinney, Texas (the “ McKinney Property ”); any government incentive payments and refunds or rebates related to the McKinney Property and the real property underlying the amphitheater being developed by the Company in El Paso, Texas (the “ El Paso Property ”); and any outstanding cash deposit receivables owed by FireSuite purchasers and investors (but excluding cash delivered at the time of the sale) across all of the Company’s and its subsidiaries’ locations (“ FireSuite Receivables ”). Use of Proceeds. The Company is required to use the proceeds of the Note to fund construction costs for its in-development amphitheaters projects. Security. As security for the Company’s payment or performance of its obligations under the Note, the Company and each Guarantor granted the Lender security interests in and liens on the assets and properties identified in the Note (the “ Collateral ”). The Collateral includes: (i) the El Paso Property and all buildings, structures, improvements, fixtures, and other property, rights, and interests related to such property constituting collateral under the Deed of Trust encumbering such property (collectively, the “ Related Assets ”); (ii) the property underlying the venue and restaurant being developed by the Company in Centennial, Colorado (the “ Centennial Property ”) and all Related Assets to the Centennial Property; (iii) the property underlying the Sunset Hospitality Collection in Colorado Springs, Colorado (the “ SHC Property ”) and all Related Assets related to the SHC Property (with the liens on the SHC Property and Related Assets being a second position to that of Pueblo (as defined below)); (iv) all government incentive payments, refunds, and rebates under certain Chapter 380 Agreements; (v) the proceeds from the anticipated permanent funding program the Company expects to receive and benefit from; and (vi) all FireSuite Receivables. Certain of the Collateral identified in the Note requires the consent and approval of municipal partners as a condition for those assets to be deemed a part of the Collateral, or, for the Lender to perfect and enforce its security interest in those applicable assets, and, the Note specifies the limited circumstances under which the Company would be obligated to seek those requisite consents, waivers or permissions. On the Closing Date, the Company and the Guarantors entered into a Security Agreement as required in the Note, and, subject to the terms of the Note, committed to execute and deliver certain Deeds of Trust in favor of the Lender, to create and perfect security interests in, and liens on, specific assets and rights of the Company. Except for Permitted Liens, the Company and each Guarantor are prohibited from creating, assuming, or permitting to exist any security interest, encumbrance, mortgage, deed of trust, or other Lien affecting any of the Collateral until all Obligations under the Note have been paid in full. Guaranty. As a condition precedent to the Lender’s obligation to fund the Bridge Loan evidenced by the Note, the Company’s chief executive officer was required to execute and deliver a Guaranty to the Lender on the Closing Date, pursuant to which he personally guaranteed the Obligations of the Company and each entity Guarantor under the Note. Additionally, each entity Guarantor guaranteed the prompt and complete payment and performance of the Obligations. Pueblo Waiver and Consent. As a condition precedent to the Lender’s obligation to fund the Bridge Loan evidenced by the Note, the Lender was required to receive a consent from The Pueblo Bank and Trust Company d/b/a PB&T Bank (“ Pueblo ”), which