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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the fiscal year ended December 31, 2024

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the transition period from

 to

 Commission
file number: 001-42422

 VENU
HOLDING CORPORATION

 (Exact
Name of Registrant as Specified in its Charter)

 82-0890721

 (State
or other Jurisdiction of

Incorporation or Organization)

 (I.R.S.
Employer

Identification No.)

 1755
 Telstar Drive

 Suite

Springs, Colorado 80920
(Address of Principal Executive Office and Zip Code)

 (719) 895-5483
 (Registrant's telephone number, including area code)

 Securities
Registered Pursuant to Section 12(g) of the Act:

 Title
 of each class:

 Trading
 Symbol

 Name
 of each exchange on which registered:

 Common Stock, par value
 $0.001 per share

 VENU

 NYSE American LLC

by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act. Yes
 No

by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "small
reporting company," and "emerging growth company," in Rule 12b-2 of the Exchange Act.

 Large
 Accelerated filer

 Emerging Growth
Company

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
registrant was no t a public company as of the last business day of its most recently completed second fiscal quarter and, therefore,
cannot calculate the aggregate market value of the voting and non-voting common equity held by non-affiliates as of such date. As of
March 31, 2025, there were 37,496,049 shares of the Registrant's common stock outstanding.

 TABLE
OF CONTENTS

 Page

 Item
 1.

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers, and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Part
I

 As
used in this Annual Report on Form 10-K (this "Annual Report"), unless the context otherwise requires, references to "we,"
"us," "our," "the Company," and "Venu" refer to Venu Holding Corporation and its subsidiaries,
and references to "Common Stock" refer to the Company's common stock, $0.001 par value per share. The information that
follows may contain forward-looking statements, which involve various risks and uncertainties, including those identified in Item 1A
(Risk Factors) of this Annual Report, and are qualified as indicated under "Cautionary Note Regarding Forward-Looking Statements"
below. All of the discussion and analysis in this Annual Report should be read with, and is qualified in its entirety by, the Consolidated
Financial Statements and related notes included in this Annual Report. Our website address is

 Cautionary
Note Regarding Forward-Looking Statements

 This
Annual Report contains forward-looking statements regarding future events and the Company's future results. These statements are
based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs
and assumptions of the Company's management. Words such as "expects," "anticipates," "targets,"
"goals," "projects," "intends," "plans," "believes," "seeks,"
"estimates," "continues," "could," "would," "should," "will,"
"may," variations of such words, and similar expressions of a forward-looking nature are intended to identify such forward-looking
statements. In addition, any statements that refer to projections of the Company's future financial performance, the Company's
anticipated growth and potential in its business, and other characterizations of future events or circumstances are forward-looking statements.
Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions
that are difficult to predict, including those identified in the "Risk Factors" section of this Annual Report and elsewhere
herein.

 Therefore,
actual results may differ materially and adversely from those expressed in any forward-looking statements, and readers are cautioned
not to place undue reliance upon such statements in making an investment decision. The Company disclaims any obligation to update factors
or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 In
addition, statements such as "we believe" and similar statements reflect our beliefs and opinions on the relevant subject.
These statements are based upon information available to us as of the date of this Annual Report and, although we believe such information
forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to
indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements
are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements
prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements,
you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives
and plans in any specified time frame, or at all. You should carefully read the factors set forth in the "Risk Factors" section
in this Annual Report, and other cautionary statements made throughout this Annual Report, and you should interpret such factors and
cautionary statements as being applicable to all forward-looking statements wherever appearing in this Annual Report. We undertake no
obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed
circumstances, or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable
to us or persons acting on our behalf.

 Summary
of Risk Factors

 Our
business is subject to a number of risks of which you should be aware. These risks are discussed more fully in the "Risk Factors"
section of this Report. These risks include, but are not limited to, the following:

 Venu
 will likely require additional capital to support its business plan and potential growth,
 and this capital might not be available on favorable terms, or at all.

 Venu
 has incurred net losses and anticipates that it will continue to incur net losses for the
 near-term future and may never achieve profitability.

 business plan is based on numerous assumptions and estimates that may not prove accurate.

 debt obligations may adversely affect cash flow and impose restrictions on Venu's ability to
 operate its business.

 Venu
 faces risks related to material weaknesses in its internal control over financial reporting,
 and there are inherent limitations on the effectiveness of the controls and procedures that
 it implements.

 subsidiaries of Venu that own, or are expected to own, key real property assets are not wholly
 owned, and as a result, third parties have rights in certain assets and operations of those
 subsidiaries.

 The
 agreements specifying the terms of Venu's public-private partnerships with local municipalities
 impose various conditions, obligations, restrictions, and covenants related to Venu's
 ownership, use, development, and operation of the properties it acquires and the venues it
 constructs.

 ability to open new amphitheaters and venues on schedule and in accordance with targets may
 be adversely affected by delays or problems associated with acquisition and construction
 delays, and by other factors, some of which are beyond Venu's control.

 The
 success of Venu's amphitheater and venue projects depends on the popularity of guest
 experiences at those venues, as well as Venu's ability to attract advertisers, marketing
 partners, operating partners, audiences and artists to concerts at other events at those
 locations.

 construction of its first outdoor amphitheater project in Colorado Springs required, and
 future amphitheater facilities that Venu intends to open will require, significant capital
 investments by Venu with no assurance that the venues will be successful.

 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.

 Potential
 development and construction delays could cause Venu's estimate of future income, expenses,
 and development costs to be inaccurate.

 The
 success of Venu's business operations depends in part on its ability to acquire, develop,
 lease, and maintain live-music venues, and if it is unable to do so on acceptable terms,
 or at all, its results of operations could be adversely affected.

 reliance on third-party operators to manage and operate Ford Amphitheater and future amphitheater
 locations exposes Venu to risks.

 Venu
 was previously engaged in litigation related to its construction and operation of Ford Amphitheater
 in a lawsuit that was ultimately dismissed. Venu may face similar lawsuits in other municipalities
 where it is constructing, or plans to construct, amphitheaters.

 Expansion
 into new geographic markets may present increased risks due to relative unfamiliarity with
 these markets.

 The
 catastrophic loss of a facility could adversely affect business.

 operational costs may be greater than projected due to factors beyond Venu's control
 that slow project development and may adversely impact Venu's profitability.

 restaurants and live-music venues face intense competition, and if Venu is unable to continue
 to compete effectively, its business, financial condition, and results of operations would
 be adversely affected.

 Venu
 may face challenges in building name recognition, developing its reputation, and protecting
 its brand and reputation from adverse events that may not be within Venu's control,
 which could adversely impact its expansion efforts, its operating results, and its ability
 to attract talented performers, generate audience enthusiasm, sell tickets, and generate
 revenue from its venues.

 success depends, in significant part, on entertainment and leisure events and economics,
 and other factors adversely affecting such events could have a material adverse effect on
 business, financial condition, and results of operations.

 business depends on discretionary consumer and corporate spending, which may be impacted
 by market volatility and challenging economic conditions.

 Portions
 of Venu's business are subject to seasonal fluctuations and its operating results and
 cash flow likely will vary from period to period.

 Poor
 weather adversely affects attendance at live music events, which could negatively impact
 Venu's financial performance from period to period.

 There
 is a risk of personal injuries and accidents in connection with live music events, which
 could subject Venu to personal injury or other claims and increase expenses, as well as reduce
 attendance at its live music events, causing a decrease in revenue.

 The
 sale of food and prepared food products for human consumption involves a risk of injury to
 customers.

 The
 price and availability of food, ingredients, retail merchandise, transportation, distribution,
 and utilities used by Venu's venues could adversely affect revenues and results of
 operations.

 Health
 concerns, government regulation relating to the consumption of food products, and widespread
 infectious diseases could impact consumer preferences and negatively affect results of operations.

 Venu
 is subject to extensive governmental regulation and changes in these regulations and its
 failure to comply with them may have a material negative effect on the Company's business
 and results of operations.

 Zoning
 and governmental approvals could hinder, delay, or completely inhibit Venu's ability
 to own, develop, lease, and construct upon the real estate upon which it intends to build
 new restaurants and venues.

 A
 privacy breach or cybersecurity attack could adversely affect Venu's business and operations.

 Failure
 to maximize or to successfully protect and assert Venu's intellectual property rights
 could adversely affect business and results of operations.

 Venu
 is involved in a number of related-party transactions.

 officers, directors, and principal shareholders collectively own a substantial portion of
 our Common Stock.

 We
 do not expect to pay dividends in the foreseeable future. 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.

 Our
 Articles of Incorporation permit "blank check" Preferred Stock, which can be
 designated by our Board of Directors without shareholder approval.

 Item
1. Business

of Venu's Business

 Venu
is an entertainment and hospitality holding company based in Colorado Springs, Colorado that 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 more guests.
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.

 Venu
is a growing entertainment and hospitality company. Venu attributes its growth capabilities, in part, to its key partnerships with leaders
in the music and entertainment industries, its experienced management team with prior success in hospitality and entertainment, and its
strategic public-private partnerships that support ongoing economic growth. Venu believes that its venues offer patrons memorable experiences
through a variety of music acts, high-end venues, desired food menu options, and exceptional hospitality. Venu is exploring business-expansion
opportunities to meet the growing demand for live entertainment and touring acts by artists and fans alike.

 Venu
believes that its strategic development of venues in rapid-growth areas, experience in building partnerships with local governments and
managing the elevated regulatory standards associated with public-private projects, and ability to negotiate naming and sponsorship rights
with ubiquitous brands make it a highly sought-after entertainment and hospitality company by municipalities across the United States.

principal executive office is located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. (telephone: 719-895-5483).
Venu's principal website is  Information contained on, or accessible through, Venu's website is
not a part of this Annual Report.

 Corporate
History

 Venu
was originally formed in Colorado on March 13, 2017, as Bourbon Brothers Restaurants, LLC, a Colorado limited liability company. On April
6, 2022, the Company converted to a corporation. On September 6, 2024, Venu adopted Amended and Restated Articles of Incorporation to,
among other things, change its legal name to "Venu Holding Corporation".

 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. Venu opened its first amphitheater, the Ford Amphitheater,
in Colorado, in August 2024.

of Venu's Venues

 Venu
currently has two music venue concepts: (1) an indoor, more intimate music hall venue known as Bourbon Brothers Presents
(" BBP "), which currently operate under the names of Phil Long Music Hall at Bourbon Brothers with respect to the
Colorado venue and The Hall at Bourbon Brothers or Boot Barn Hall with respect to the Georgia venue in accordance with the naming
rights of the BBP venues; and (2) an outdoor amphitheater venue known as The Sunset Amphitheater, which are intended to offer
higher-end amenity options to patrons that will vary depending on location, but will generally include offerings such as firepit
suites, VIP suites, and access to an adjoining restaurant and/or rooftop bar. Venu has operated a BBP in Colorado Springs, Colorado
(" BBP CO ") since 2019 and in Gainesville, Georgia (" BBP GA ") since June 2023. Venu's
debut outdoor Sunset Amphitheater venue opened in Colorado Springs, Colorado, in August 2024, which is called Ford Amphitheater
pursuant to a naming-rights agreement (" Ford Amphitheater "). From time to time Venu may also explore other music, restaurant and entertainment venue concepts.

 Venu
currently has three restaurant concepts: (1) a flagship, full-service restaurant concept known as Bourbon Brothers Smokehouse &
Tavern (" BBST "); (2) an upscale, five-star, fine-dining restaurant concept known as Roth's Seafood &
Chophouse (" Roth's "); and (3) a full-service restaurant featuring live music called Notes Eatery
(" Notes Eatery "). Venu opened a BBST in Colorado Springs, Colorado (" BBST CO ") in 2017 and in
Gainesville, Georgia (" BBST GA ") simultaneously with its BBP GA indoor music hall in June 2023. Venu expects to
open Roth's adjacent to Ford Amphitheater in summer 2025 for exterior concert seating and in fall 2025 for restaurant
operations.

 Venu
expanded its live-music and entertainment footprint in Colorado Springs in September 2022 when it opened "Notes" bar-restaurant,
which featured upscale bar fare and dive-bar specials, before expanding to the full restaurant "Notes Eatery" in May 2024.

 Venu
has one bar concept, which is an elevated, craft-cocktail bar experience called Brohan's (" Brohan's ").
Brohan's is anticipated to open in fall 2025 and will operate on the rooftop of Roth's overlooking the Ford Amphitheater.

 Lastly,
Venu has a hospitality suite concept called Notes Hospitality Collection (" NHC "), which consists of hospitality suites
intended to be used for hosting large events such as corporate conferences, weddings, expos, galas, trade shows, and conventions. Venu's
first NHC development is expected to open in fall 2025 as part of the mixed-use development where Roth's and Brohan's will
operate adjacent to the Ford Amphitheater. NHC will consist of two premier, configurable hospitality spaces framing either side of Roth's
to be used for hosting corporate events, weddings, trade shows, conventions, and other events.

 Venu
typically constructs and operates its music, restaurant, and bar venues concurrently and in close proximity to one another, creating
an entertainment campus that enhances guests' dining, social, and live-entertainment experiences.

Mission and Strategy

mission is to revolutionize entertainment and hospitality by offering dynamic entertainment campuses where music, dining, and luxury
converge. Venu carries out its mission by leveraging its:

 exclusive collection of premium restaurants and luxury
 venue properties, designed to enhance the customer experience through thoughtfully designed spaces and a spectrum of ticket and menu
 offerings that accommodate the needs and desires of a wide range of customers, whether their priority is to enjoy an outing that
 maximizes both fun and affordability or to be treated to a decadent, VIP type of experience;

 management team with years of experience and prior
 success in hospitality and entertainment, venue and infrastructure development, and venue and restaurant management;

 operational and brand partnerships with well-known
 industry leaders that create brand recognition for Venu's venues and enable them to be operated efficiently and effectively
 to provide a seamless experience for customers while maximizing the returns of shareholders;

 institutional knowledge of the entertainment landscape,
 insight regarding which artists and entertainers drive audience engagement, and strong industry relationships that make it possible
 to route those acts to Venu venues;

 community ties and relationship leads in the markets
 that Venu focuses its development efforts in, which enhances its capital-raising efforts and advances its ability to deliver the
 types and genres of entertainment that complement the desires and demographic of the community being served;

 optimization of the functionality and use of its venues,
 which can be rented for both personal and corporate events with a range of seating capacities and spaces that can accommodate intimate
 gatherings or large, table-top events for 500-700 seated guests;

 financing and acquisition strategy that catalyzes growth
 while minimizing future dilution, as discussed in more detail under " Financing and Acquisition Strategy " below;
 and

 strict criteria for evaluating business-expansion opportunities
 and ensuring that any new markets for its venues meet specific demographic profiles, are undersaturated with entertainment options,
 and have local governments that recognize the value of investing in an entertainment campus to drive local economic growth and to
 build community culture, as discussed in more detail under " Financing and Acquisition Strategy."

 Financing
and Acquisition Strategy

 A
key factor to Venu's current and future success is its ability to continue growing through venue and infrastructure development
while attempting to minimize future dilution. The financing and acquisition strategy of Venu and its subsidiaries include three primary
components: (1) partnering with municipalities that attract local development by offering financial incentives; (2) conducting pre-sales
of naming rights, sponsorships, and suite ownership rights at its venues; and (3) accessing attractive debt capital.

 Financial
Partnerships with Municipalities

 When
deciding where to develop new venues, Venu focuses on high-growth areas that it believes are materially underserved of premium music
and entertainment options and are located in cities that are willing to partner with, and offer financial incentives to, Venu in exchange
for Venu's agreement to develop a venue in the partnering city. Often, those financial incentives are made possible through economic-development
funds (" EDFs "), which enable local governments to fund projects and programs intended to spur the local economy or
to induce local property development by offering investments such as below-market land sales, land grants, tax abatements and rebates,
and/or property-tax refunds. Venu is experienced in obtaining land for new venue developments by negotiating favorable land-sale contracts
with cities who use EDFs to sell the land to Venu for substantially less than market value in exchange for Venu's agreement to
develop and operate an entertainment campus on the land, which will in turn drive local economic growth, foster a community-wide culture,
and attract other developments.

 As
an example of this strategy, Venu introduced its restaurant and music venue concepts to Gainesville, Georgia in January 2022 by
negotiating a Purchase and Sale Agreement between one of its subsidiaries, GA HIA, LLC (" GA HIA "), and the
Gainesville Redevelopment Authority (the " GRA "), pursuant to which the GRA agreed to sell approximately 1.7 acres
of land to GA HIA for $800,000 to incentivize the development of the BBST GA restaurant and the BBP GA music hall that Venu opened
on the property approximately 18 months later in June 2023. The GRA viewed its public-private partnership with GA HIA as an
opportunity to induce and stimulate redevelopment and investment in one of Gainesville's tax-allocation districts that was in
need of improvement. Similarly, in April 2024, Venu and the City of El Paso, Texas (" El Paso ") agreed to a term
sheet defining the terms of the proposed definitive Chapter 380 Economic Development Program Agreement and Contract of Sale to be
entered into between the parties, pursuant to which El Paso intends to incentivize Venu's construction of a 12,500-person
amphitheater by conveying approximately 17 acres of city-owned land to Venu, issuing Venu an eight-year, no-interest, forgivable
promissory note, and providing annual rebates to Venu for up to 20 years on real and business personal property, sales and use, and
mixed beverage taxes. Through its agreements with the Cities of Gainesville, Georgia and El Paso, Texas, Venu has negotiated more
than $2.0 million in tax incentives through property-tax rebates and sales-tax abatements that will flow through to the bottom line
over the term of the rebates via reduced occupancy expenses. As Venu plans and implements its Texas and Oklahoma expansion, it has
entered into public-private partnerships and incentive packages for the McKinney, Texas and Broken Arrow, Oklahoma markets as
described in this Annual Report. See "Business – Public-Private Partnership Obligations."

 While
Venu's public-private partnerships with local municipalities enable Venu to acquire land on terms more favorable than Venu could
likely negotiate in open-market sales, or to obtain other financial incentives that offset Venu's costs of constructing and operating
new venues, the agreements specifying the terms of Venu's public-private partnerships with a given municipality also impose certain
conditions, obligations, and covenants (collectively, " Restrictions ") that restrict Venu's ownership, use, and
development of the land it acquires and the venues it constructs and operates. Venu is typically subjected to those Restrictions pursuant
to the Development Agreements that Venu and a local municipality enter into in connection with the purchase and development of the land.
Certain immaterial obligations may also be imposed on Venu under the ancillary agreements to its public-private partnerships, which could
include, for example, parking or facilities-use agreements. The material terms of its public private partnership agreements and the Restrictions
on Venu's ownership and use of the real property it has acquired through public-private partnerships are described in more detail
under "Subsidiaries and Properties — Public-Private Partnership Obligations" below. For a review of the material risks
Venu faces as a result of the Restrictions Venu and in connection with its public-private partnerships, see the section of this Annual

 Report
entitled "Risk Factors — The agreements specifying the terms of Venu's public-private partnerships with local municipalities
impose various conditions, obligations, restrictions, and covenants related to Venu's ownership, use, development, and operation
of the properties it acquires and the venues it constructs ".

 Pre-Sales
of Naming Rights, Sponsorships, and Suite Ownership

 The
second component of Venu's financing and acquisition strategy consists of pre-selling the naming rights to its venues and
generating capital that can be used to finance development-related costs. The cost of naming rights for each of Venu's venues
range from approximately $100,000 per year for an indoor concert venue such as Bourbon Brothers Presents music hall to up to
$2,000,000 per year for a large outdoor amphitheater like The Sunset Amphitheater that Venu anticipates opening in McKinney, Texas
in 2026. Venu's first naming-rights sponsor was Boot Barn (NYSE: BOOT), which agreed to acquire the naming rights for a
three-year term to Venu's first indoor music venue in Colorado Springs, BBP CO, prior to its opening in 2019 along with the
naming rights of Venu's next two BBP venues. Since the initial agreement, Boot Barn extended its agreement for the Colorado
Springs location and acquired the naming rights to the Georgia location. On July 31, 2024, Phil Long Dealerships, Inc. purchased the naming rights to BBP CO pursuant to an Agreement for
Naming and Sponsorship Rights. Pursuant to the agreement's five-year term, BBP CO is called "Phil Long Music Hall at
Bourbon Brothers."

Operations, LLC, a wholly owned subsidiary of Venu, also entered into a naming and sponsorship rights agreement with Mountain States
FDAF, which agreed to acquire the naming rights to Venu's first outdoor amphitheater in Colorado Springs. During the duration of
the agreement's ten-year term, the amphitheater will be called "Ford Amphitheater."

 Venu
also enters into product-specific sponsorship agreements.

of Venu's subsidiaries also accumulate financing and acquisition capital for the specific assets and properties held by that subsidiary
by selling non-voting membership units, which entitle holders to various in-kind benefits, such as rights to use a firepit suite at a
specific outdoor music amphitheater as well as certain preferential economic rights. The rights associated with the non-voting membership
units are set forth in the applicable subsidiary's operating agreement, which provides that any distributions of available cash
that is attributable to a defined portion of revenues generated by ticket sales for an event held at a specific venue project will be
distributed to the non-voting members (which include all members except Venu and its subsidiaries), with the excess to be distributed
to the voting member (which is Venu or a wholly-owned subsidiary). At Ford Amphitheater in Colorado Springs, Venu incorporated 90 firepit
suites, which will each accommodate eight VIP guests per show and will be located on the concourse between the stadium-style seating
in front of the stage and the lawn. Prior to breaking ground on Ford Amphitheater, in this manner Venu pre-sold lifetime rights to each
firepit suite, with the proceeds deployed to fund most of the amphitheater's construction-related expenses. Based on the reception
and success Venu had in its pre-sale and total sellout of the Colorado Springs firepit suites, Venu expects that those subsidiaries that
will own its amphitheater assets will replicate this financing strategy in the markets where there are plans to develop outdoor amphitheaters,
which currently include Broken Arrow, Oklahoma, Oklahoma City, Oklahoma, McKinney, Texas, and El Paso, Texas. Because the development
and market of each amphitheater is unique, pricing for firepit suites will vary depending on venue location.

 In
addition to pre-selling the naming rights to its venues, Venu has developed a menu of sponsorship inventory at each BBP location, which
primarily consists of table and show sponsorships. Additionally, Venu may sell "Presenting Show" sponsorships for several
of its promoted shows.

 Debt
Financing

 The
final component of Venu's acquisition and financing strategy is accessing attractive debt capital. Based on the land sales that
Venu has previously negotiated with various municipalities, Venu believes it can acquire land inexpensively through continuing to strategically
partner with municipalities. Venu also believes it is equipped to fund portions of its construction expenses using funds generated from
pre-sales of its naming rights, firepit suites, and sponsorships. Those abilities make Venu believe it is uniquely positioned to access
debt on attractive terms to finance any other unfunded construction costs.

 Other

 In
addition to the financing strategies outlined generally described above Venu's financing strategy includes other components, such
as continued revenue growth and that certain of its subsidiaries such as GA HIA, LLC, have sold membership interests to third parties
as a component of the financing for the specific real property asset and development they hold, as described further below under " Venu's
Subsidiaries and Properties ". Further, with respect to certain of its real property assets and interests Venu, may from time
to time, elect to hold title to a particular asset through a Delaware Statutory Trust and permit third parties to acquire beneficial
interests in the trust in a tax advantaged manner (such as through "1031 exchanges") and realize certain tax benefits. Under
such an arrangement a wholly owned subsidiary would serve as the trustee of the trust and control all decisions with respect to the property
(including its potential sale). This structure is similar to a sale-leaseback arrangement in that Venu could in part monetize an otherwise
illiquid asset, yet, retain full control over the asset and have the power and authority to repurchase the applicable property in full
if deemed appropriate under the market conditions and the Company's liquidity at any given time. For example, the real property
upon which the Ford Amphitheater was constructed, and, is leased to Sunset Amphitheater LLC under a ground lease, conveyed to a Delaware Statutory Trust and is expected that a portion (but in no event all) of the beneficial interests in that trust
will be sold to third parties.

 Site-Selection
Strategy

 Venu
has developed criteria and a disciplined process for expanding its live-music venues and restaurant properties. Venu searches for markets
that meet its strict criteria and in which there are few or no competing entertainment properties. To date, Venu has focused on markets
in warmer weather locations, metro areas that have expanded substantially and where there are few entertainment venues in the outer lying
areas (such as the greater Atlanta, Georgia market), or mid-market metro areas that Venu believes have been overlooked with respect to
live-music entertainment opportunities (such as Tulsa, Oklahoma).

 When
evaluating potential markets to expand to and local municipalities to partner with, Venu looks for markets that meet the site-selection
criteria for The Sunset Amphitheater and BBP venues described below:

 The market is materially underserved of premium, indoor
 or outdoor venues for live music and entertainment.

 The municipality is willing to partner financially
 with Venu to attract the type of entertainment amenities that Venu offers and has focused on investments in entertainment districts
 as part of its long-term city plans.

 The demographic profile of the community meets the
 age and household-income markers that Venu believes are most conducive to establishing a successful, well-attended music and entertainment
 venue.

 There are sites available that are adjacent to high-traffic-count
 roadways with visibility for digital marketing.

 There are physical locations suitable from a zoning,
 sound, parking, and traffic perspective.

 The location is conducive to Venu's overall act-routing
 strategy.

 Venu has relationship leads in the market, which drives
 financing strategy.

 Venu
carries out its site-selection process in three stages:

 Site Selection. Based on the expansion
 criteria above, Venu identifies specific regions that serve as target markets for its venue concepts. Venu works to identify experienced
 commercial real estate leads for each market, establishes the specific criteria for expansion, and works alongside those leads to
 identify, assess, and negotiate contracts for new locations.

 Site Acquisition. The site-selection
 lead for each market identifies target properties that meet the base criteria. A team led by Venu's Chief Executive Officer,
 JW Roth, engages with the market lead to assess and, if deemed suitable, negotiate a purchase and sale agreement that meets Venu's
 financial framework.

 Site Development. Once the purchase and
 sale agreement is complete, Venu's real estate development team manages entitlement, closing, finalizing municipal financial
 incentives, architecture, and construction.

Sources of Revenue

primary revenue streams consist of the following:

 Ticket Sales and
 Fees. Venu promotes tickets for the concerts and events it hosts through the location-specific websites of its BBP venues.
 Tickets are primarily sold online through third-party, full-service ticketing businesses that Venu contracts with to promote and
 sell tickets for BBP events. Venu retains a portion of the revenue generated from each ticket sale. Venu also generates ticket revenue
 from walk-up sales at its BBP locations.

 Fee Income.
 Venu also generates revenue through collecting fees on tickets sold by third-party platforms, including convenience and order-processing
 fees and service charges.

 Venue Rentals.
 Venu's BBP venues are rented for a variety of events, including corporate gatherings, conferences, seminars, benefit concerts,
 fundraisers, weddings, and holiday parties. Each BBP venue can be easily transitioned to different configurations, which allows for
 operational flexibility and maximization of venue use. The BBP team of event staff is exceptionally experienced in managing each
 aspect of the event-planning process.

 Naming Rights.
 Venu generates a portion of its revenue by partnering with industry-leading brands under naming-rights agreements. By selling the
 naming rights to its venues, Venu benefits from the name recognition of its sponsors and can offset its development, operational,
 and occupancy costs through its collection of naming-rights fees. The naming-rights sponsors, in turn, strengthen their brand recognition
 and visibility, heighten their exposure, and benefit from being associated with the world-class events that a hospitality and entertainment
 company like Venu makes possible. In addition to negotiating the naming rights to its venues themselves, Venu negotiates naming rights
 for specific segments within its venues and restaurants, such as patio spaces and the backstage area where artists conduct meet-and-greet
 events. The naming rights sponsor is Phil Long Dealerships, Inc. for BBP CO and Boot Barn for BBP GA. The naming rights sponsor for
 our amphitheater in Colorado Springs is Mountain States FDAF, pursuant to which the amphitheater is called Ford Amphitheater. Our
 future amphitheater locations are expected to have a naming rights sponsor when they open.

 Sponsorships.
 Venu's sponsorship opportunities enable sponsors to advertise and connect to customers at Venu's entertainment and
 restaurant properties. Venu provides a marketing and communications platform that caters to the specific needs of each sponsor's
 unique brand. Venu offers: (i) foundational partnerships, which allow companies to enjoy exclusive benefits and recognition as founding
 partners of Venu venues; (ii) industry-exclusive partnerships, which enable companies to gain exclusive rights to represent their
 industries and stand out among their competitors; (iii) show and event sponsorships, which allow companies to associate their brands
 with specific shows and events and to capture the attention of a targeted audience; and (iv) VIP sponsorship packages, which allow
 companies to offer their clients and customers with a top-notch, VIP experience at Venu's venues. While Venu's primary
 sponsorships are for tables and shows, it has a curated menu of sponsorship inventory at each of its venues that is available for
 sponsors to showcase their brands. Venu's seasoned sales leader spearheads its sales efforts nationally and manages the sponsorship
 sales inventory at each entertainment property.

 Food and Beverage
 Sales. Venu's collection of restaurants and bars are designed to provide guests with an elevated dining experience
 featuring unique menu offerings, craft cocktails, and southern hospitality. Venu's BBST restaurants, known for their selection
 of rare bourbons, ryes, and whiskies, serve American classics and southern staples from a scratch kitchen and act as the exclusive
 caterer for BBP concerts and events. Roth's, upon the commencement of its restaurant operations expected in fall 2025, will
 provide an elevated, fine-dining culinary experience. In 2023, Venu's BBST CO and BBP CO locations were opened for the full
 year, and its BBST GA and BBP GA locations opened in June 2023. In 2024, Venu generated revenues based on its BBST and BBP locations
 in Colorado and Georgia both being operational for the full year. Venu expects to generate additional revenues in 2026 upon the expected
 opening of its Roth's restaurant and Brohan's bar in fall 2025.

 Parking Fees.
 Venu generates revenue from the development of parking lots at its amphitheater locations. These lots are over and above the amphitheater
 operators' parking that is shared between Venu and the operators. These premium parking lots are controlled exclusively by
 the Company. Venu began recognizing this revenue with the opening of Ford Amphitheater in Colorado Springs in August 2024.

Venues

 Music
Venues — Bourbon Brothers Presents (Indoor Music Hall)

 BBP

 BBP
is Venu's indoor, intimate music and event venue known for promoting a mix of national-touring, legendary acts as well as up-and-coming
artists and premier local bands and performers. BBP is dedicated to bringing musical acts from the country music and rock and roll genres
as well as entertainment from a variety of other performance categories, including comedy, magic, and inspirational speakers, to growing
suburban markets. Venu currently operates a BBP venue in Colorado Springs, Colorado, BBP CO, which opened in 2019, and a second BBP venue
in Gainesville, Georgia, BBP GA, which opened in June 2023. Venu also previously explored expanding its BBP venue concept to Murfreesboro,
Tennessee, and took various steps to acquire land to develop where a campus would have been developed; however, in July 2024 Venu terminated
its pursuit of that project.

 Promoting
live entertainment is the foundation of the BBP revenue model. Each BBP location is designed to flexibly accommodate approximately 1,400
concertgoers at each general-admission concert featuring national-touring artists or to comfortably accommodate approximately 500-700
people for fully seated events complete with eight-top tables that are suited for intimate concerts, dueling piano shows, tribute bands,
and private events. In addition to promoting and hosting live concerts, BBP also generates incremental revenue through event rentals
and sponsorship sales. BBP rental rates vary depending on several factors, including the type, size, and date of the event. Typically,
event rentals is a high-margin revenue channel, as there are very few variable expenses associated with renting the venue.

designs for its BBP venues seek to showcase Venu's attention to hospitality, care for artists' comfort, and pursuit of delivering
the ultimate concert experience. Each BBP location features an expansive stage, arena-quality audio and visual systems, and an unparalleled
ambiance driven by a grand dance floor and video wall. In addition to the indoor music hall, each BBP venue is built with an outdoor
patio that features exterior bar access, an abundance of firepits, and unobstructed views of the surrounding areas.

 BBP
— Colorado Springs, Colorado

 Venu
opened its first BBP location in March 2019 in Colorado Springs, Colorado. BBP CO is built on roughly 3.5 acres adjacent to BBST CO.
The BBP CO property consists of 15,000 square feet and features a 100-foot bar, a Bottoms Up Draft Beer System, more than 50 bourbons
and whiskeys, and a menu of Southern fare served tableside, catered by BBST CO. The BBP CO venue accommodates up to 1,100 concertgoers
for general-admission concerts, 500 seated patrons in a banquet-style configuration, and 96 trade-show booths. BBP CO originally sold
its naming rights to Boot Barn, but on July 31, 2024, BBP CO sold its naming rights to Phil Long Dealerships, Inc. and is now known as
Phil Long Music Hall at Bourbon Brothers.

 In
addition to its concert and event schedule, BBP CO has become a rental venue for private events. In the past, a multitude of organizations
and businesses have rented BBP CO, including school districts for prom and homecoming dances, the State of Colorado for an event at which
Governor Jared Polis gave the State of the State address, political organizations for fundraising dinners, several companies for corporate
parties and events, and families who have held weddings at BBP CO. The venue is capable of being transitioned from one configuration
to another, which allows for a maximization of venue uses. That operational flexibility make it possible, for example, for the BBP CO
event team to host a concert one night and then stage a wedding the following afternoon. Venu aims for the BBP CO venue to be rented
for events up to 100 times per year. Since 2021, BBP CO has met or exceeded this goal, being rented for 108 events in 2021, 114 events
in 2022, 182 events in 2023, and 219 events in 2024.

 BBP
— Gainesville, Georgia

 In early 2021, a Georgia municipality reached out
to gauge its interest in building a venue like BBP CO in Gainesville, Georgia, a growing city located roughly an hour north of downtown
Atlanta. That same year, Venu negotiated with the City of Gainesville and ultimately agreed to build its second BBP venue there, BBP
GA, which opened in June 2023. The land on which BBP GA was developed was purchased from the Gainesville Redevelopment Authority by GA
HIA, a subsidiary of Venu that is subject to Venu's total voting control. BBP GA promotes music acts similar to BBP CO. Like BBP
CO did originally, BBP GA sold its naming rights to Boot Barn and thus does business under the name of Boot Barn Hall. BBP GA assigns
the revenue generated from Boot Barn's naming rights to its landlord, GA HIA, effectively reducing the occupancy cost related to
the construction of the campus and subsequent lease.

 The
BBP GA venue accommodates up to 1,700 concertgoers for general-admission concerts and 500 seated patrons for full-seated shows. BBP GA
built upon the design of BBP CO and features two full-service bars instead of one along with a mezzanine that offers spectacular, elevated
views of the stage. BBP GA is connected to BBST GA via a shared kitchen, which allows BBP GA to provide food and beverage service for
shows that is catered by BBST GA.

management was optimistic about establishing the BBP concept in the Gainesville market because the greater Hall County area of which
Gainesville is considered by many to be a hotbed for country music, as many of today's biggest country music stars hail from Georgia,
yet Gainesville and the other suburbs surrounding Atlanta, Georgia were considered by many to be an "entertainment desert,"
devoid of premier live-music venues. Furthermore, the lack of mid-size and more intimate venues other than in downtown Atlanta was inconvenient
for residents living and working outside of the city center. Management projected that BBP GA would fill that opportunity gap by offering
a new entertainment venue to the approximately 1.2 million residents of the Northeast Georgia region.

 Since
opening in June 2023, BBP GA has hosted concerts and live entertainment events and has attracted both up-and-coming and more established
names in country and rock music. BBP GA hosted 73 events from June through December 2023 and 268 events in 2024. In addition to maintaining
its event schedule and continuing to bring talent to the Northeast Georgia region, Venu continues to pursue its venue-rental and sponsorship-sales
channels to augment revenue generated for BBP GA by promoted concerts, duplicating its revenue strategies at the comparable venue in
Colorado Springs.

 Music
Venues — The Sunset Amphitheater (Outdoor Amphitheater)

 The
Sunset Amphitheater Overview

 The
largest projects Venu has planned are the development of its open-air amphitheaters, including The Sunset Amphitheater in Colorado Springs,
Colorado, which is now called "Ford Amphitheater" pursuant to the sale of the venue's naming rights, and planned amphitheaters
in Broken Arrow, Oklahoma and the McKinney and El Paso markets of Texas. The developments of those locations have been approved by the
respective city governments. Venu finalized the construction of its Colorado amphitheater, Ford Amphitheater, in August 2024. During
the six-month peak season each year, Venu expects each amphitheater to host up to 35-40 concerts and events.

 Venu
is pursuing the development of an amphitheater in the greater Oklahoma City, Oklahoma area. Venu previously expected to close on property
in Oklahoma City and to begin construction of a 12,500-person amphitheater in spring 2024, but the project was ultimately voted down
by city council in April 2024 due to the property's location, so Venu is pursuing new potential locations in the Oklahoma City
market to construct the amphitheater.

 With
each planned iteration of The Sunset Amphitheater, Venu is attempting to pioneer the concept of music and entertainment investing. A
feature of each amphitheater is its private firepit suite lifetime ownership rights that Venu offers certain investors. In addition to
the luxury firepit suites, each amphitheater location will offer reserved seating, open seating on a landscaped grass berm, and premium
hospitality offerings that will enable concertgoers to experience shows in a world-class environment. Venu's goal for The Sunset
Amphitheater is to serve as one of the most desirable venues in the world for artists to play and fans to experience live music.

 Venu
believes the naming rights for The Sunset Amphitheater venues will be the most valuable naming rights of any of its properties. Venu
estimates that the naming rights for each of The Sunset Amphitheater venues will be acquired for between $1.0 million to $2.0 million
per year, per venue, depending on the venue's capacity and market, pursuant to contracts with five- to ten-year terms. As such,
the tradename of each amphitheater location is expected to change to feature the naming-rights sponsor.

 As
it relates to Venu's outdoor amphitheater projects, Venu does not expect to directly operate those venues, and to instead utilize
a third-party operator to, among other things, book acts and events at those venues. In June 2023, Venu entered into an exclusive operating
agreement with AEG Presents — Rocky Mountains, LLC (" AEG ") pursuant to which AEG will operate Ford Amphitheater.

 The
exclusive operating agreement with AEG grants AEG the exclusive right to operate and use Ford Amphitheater for events, subject to limited
exceptions such as Venu having the right to use and reserve the venue for local events or performances by bands that are not nationally
recognized or promoted. The agreement sets forth the parties' various obligations with respect to the ownership and use of the
venue. In addition, the agreement provides for a defined split of the venue's profits and losses between Venu and AEG in a range
between 45% to 55% between the two parties, but gives each party certain opt-out rights for events such that a party may not be responsible
for any losses that may result from certain events held at the venue (but will also not be entitled to any profits that may result from
such events). The agreement also imposes restrictions on AEG from operating venues that are comparable to Ford Amphitheater within a
defined radius of the venue and imposes restrictions on Venu from owning, operating, or developing a competing venue within a defined
radius. The agreement also provides that Venu is entitled to secure sponsorship rights for the venue, and sponsorship fees are included
in the factors that determine the venue losses and profits that are split between the parties also in a range between 45% to 55% between
the two parties.

 Venu
expects to partner with a third-party operator and to enter into third-party operating agreements for the operations of its Sunset Amphitheater
locations planned for development in Texas and Oklahoma.

 The
Sunset Amphitheater — Colorado Springs, Colorado

 In
May 2023, Venu broke ground on its first outdoor amphitheater, The Sunset Amphitheater in Colorado Springs, Colorado, which is called
Ford Amphitheater pursuant to a sale of the venue's naming rights. Venu opened Ford Amphitheater in August 2024. Sunset Operations,
LLC, a wholly owned subsidiary of Venu, is the operative entity that holds assets associated with Ford Amphitheater.

 Ford
Amphitheater is an open-air, 8,000-person amphitheater that offers concertgoers views of Pikes Peak, the Rocky Mountains, and the United
States Air Force Academy. Venu hopes that Ford Amphitheater will draw certain comparisons to the Red Rocks Amphitheater in Morrison,
Colorado, which is one of the most attended music venues in the country. Ford Amphitheater was designed by industry-renowned architects
to be among the state-of-the-art open-air venues in the country. Ford Amphitheater features luxurious firepit suites and other design
configurations original to Venu, advanced audio technology, and "white-glove" service for its premium suites.

 Ford
Amphitheater complements the first music hall venue Venu developed in Colorado, BBP CO, and the venues together are intended to fill
an entertainment gap in the Pikes Peak region. Venu believes Ford Amphitheater is capable of hosting the nation's largest
touring acts, many of whom have not played Colorado Springs in the past due to a lack of suitable venues. Ford Amphitheater expects
to host shows during the peak concert season from the beginning of May through the end of October. Ford Amphitheater is operated by
AEG, a subsidiary of the Anschutz Entertainment Group, a major music and entertainment events presenter, pursuant to the operating
agreement between Venu and AEG generally described above.

 In
addition to stadium-style seating and lawn seating, Ford Amphitheater delivers a premium hospitality experience with a total of 90 VIP
firepit suites, each featuring a private fireplace that can accommodate up to eight guests for a luxurious concert experience unlike
any other. Rights to a total of 90 firepit suites are privately owned and were sold to lifetime owners by Venu over a ten-month period
before construction of Ford Amphitheater commenced. Each suite offers the licensee the option to purchase up to eight tickets per event
hosted at Ford Amphitheater, but licensees are not obligated to purchase unused tickets, which can be privately sold or listed for sale
on Venu's ticketing-sales platform.

 Alongside
Ford Amphitheater, the campus will include Roth's Seafood and Chophouse, a fine-dining restaurant, and Brohan's, a top-shelf,
rooftop bar, which are expected to open for restaurant and bar operations in fall 2025. Roth's Seafood and Chophouse is expected
to open in summer 2025 for exterior concert seating. In addition, Notes Hospitality Collection, which is expected to open in summer 2025,
will have 40 VIP firepit suites, each featuring a private fireplace, along with 1,200 stadium style seats for shows at the Ford Amphitheater.
In addition, these 40 firepit suites were offered to lease for a 99-year term in exchange for the licensee's payment of a one-time
lease execution fee of $200,000 due at the inception of the lease. This entity will also include two owner's club suites with upstairs
and downstairs viewing and seating configurations that are available for venue rentals year-round on non-Sunset CO show evenings. Together,
the three venues are intended to deliver a premier dining and entertainment experience for music lovers, fine diners, and bourbon enthusiasts
alike.

 Ford
Amphitheater also includes a premium parking lot. On April 1, 2024, Venu, through one of its wholly owned subsidiaries, Notes Live Real
Estate, LLC, purchased approximately 5.5 acres adjacent to Ford Amphitheater property for $3,621,210. Together with a 1.1-acre parcel
that the Company owns on the south side of Ford Amphitheater, Venu improved this tract into a parking lot and its used for premium parking
and contains approximately 740 total parking spaces.

 In
May 2024, Sunset Operations, LLC (" Sunset Ops "), a wholly owned subsidiary of Venu, entered into a Naming and Sponsorship
Rights Agreement with Mountain States FDAF (" FDAF ") for the naming, sponsorship, advertising, and promotional rights
for Ford Amphitheater. The term of the agreement is through June 30, 2034, and provides that FDAF is obligated to pay an annual fee (subject
to defined escalations during the term of the agreement) together with certain costs related to sign production for the venue. Under
the agreement, the amphitheater will be named "Ford Amphitheater" for the duration of the agreement's ten-year term
(subject to potential changes in accordance with the agreement). In addition to providing FDAF with the naming rights for the amphitheater
itself, the agreement also provides that FDAF will be the official name and title partner of Ford Amphitheater with exclusivity in the
automotive category and that FDAF will be the exclusive automobile of Ford Amphitheater along with the Hospitality Collection property
and Roth's restaurant in development. FDAF was also granted a right of first offer to purchase the naming and sponsorship rights
for each new market in which Venu builds a Sunset Amphitheater.

 The
operator of Ford Amphitheater, AEG, has also entered into various sponsorship agreements related to various product categories. On July
1, 2024, AEG entered into a Sponsorship Agreement with Anheuser-Busch, LLC (" AB ") that has a term through December
31, 2027, subject to AB's right to extend the term by one year. For the duration of the agreement, AB will be the exclusive malt-beverage
sponsor at Ford Amphitheater and will have the exclusive right in the malt-beverage category to use Ford Amphitheater's trademarks
for advertising, marketing, signage, and promotional purposes. AB also has the right under the agreement to refer to itself in all marketing
materials as the "Official Beer Sponsor" and "Official RTD Sponsor" of Ford Amphitheater. In addition to securing
those sponsorship rights, the agreement provides that AB will receive various ticket and hospitality benefits. In exchange for the sponsorship
and event-related rights that AB will receive under the agreement, AB is obligated to pay AEG a set annual fee each year of the agreement.

exclusive operating agreement with AEG provides for a defined split between Venu and AEG of Ford Amphitheater's profits and losses
(in a range between 45% to 55% between the two parties) but gives each party certain opt-out rights, pursuant to which a party may not
be responsible for any losses that may result from certain events held at the venue (in which case such party would also not be entitled
to any profits that may result from such events). The agreement also provides that Venu is entitled to secure sponsorship rights for
the venue, and sponsorship fees are included in the factors that determine the venue losses and profits that are split between the parties
(in a range between 45% to 55% between the two parties).

 The
Sunset at Mustang Creek — Oklahoma City, Oklahoma

 In
June 2023, Venu entered into a binding purchase and sale agreement to acquire 21 acres of land and to lease an additional 30 acres for
parking in Oklahoma City, Oklahoma (the " OKC Property "), with the intent to build a 12,500-person amphitheater on
the OKC Property named The Sunset at Mustang Creek (" The Sunset OKC "). Venu had contracted with a local private developer
and was in the entitlement process. However, on April 9, 2024, final approval for the development of The Sunset OKC was brought before
a vote by city council, which ultimately voted the project down. Venu's contract with its private developer expired on April 26,
2024, and pursuant to its terms, Venu's good-faith deposit was returned. Venu is aggressively pursuing potential new locations
in the Oklahoma City market to construct The Sunset OKC and is in the process of completing due diligence for a number of potential locations.
Venu is currently in negotiations with an adjacent municipality and expects to have a site contracted for The Sunset OKC's development
in early to mid-2025.

to efforts to establish a Sunset Amphitheater in the Oklahoma City market, Venu entered into formal negotiations with the City
of Yukon, which sits just outside of Oklahoma City proper. On March 4, 2025, the City of Yukon's city council unanimously approved
giving the city manager authority to negotiate an economic development agreement for a 12,500 person amphitheater to be located between
I-40 and Route 66, just west of Frisco Road. It is anticipated that a binding Letter of Intent reflecting the intent of both parties
will be considered by the city council in April 2025.

 The
Sunset at Broken Arrow — Broken Arrow, Oklahoma

 In
October 2023, Sunset at Broken Arrow LLC (" Sunset BA "), a subsidiary that Venu currently owns a majority equity interest
in but anticipates owning a minority equity interest in, and that Venu currently exercises and will continue to exercise total voting
control over, entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma (" Broken Arrow "),
which is a suburb of Tulsa and the largest city in Tulsa County, and the Broken Arrow Economic Development Authority (the " Broken
Arrow EDA "). Pursuant to the Economic Development Agreement, Sunset BA and the City of Broken Arrow are forming a public-private
partnership and intend to open a 12,500-capacity amphitheater that will be named The Sunset at Broken Arrow (" The Sunset BA ").
Sunset BA will hold the fixed assets of The Sunset BA. Venu also expects to form an operating entity, Sunset Operations at Broken Arrow
LLC, which will partner with a third-party operator to manage The Sunset BA's operations.

 The
Sunset BA is being constructed on a 17-acre property adjacent to the 165-acre Broken Arrow Events Park (" Events Park "),
which frequently hosts community-wide Broken Arrow events and is a community focal point. To induce Venu's development of The Sunset
BA, Broken Arrow committed approximately 30 acres of land from Events Park to be used for parking and infrastructure needs along with
$17.81 million in capital improvements to the infrastructure at Events Park, which will include the development of a 360-spot parking
lot, the widening of roads entering and leaving the park area, and the improvement of stormwater and water lines. Venu has committed
$95 million of private investments to the construction of The Sunset BA, which it expects to finance primarily from proceeds of sales
of equity securities by Venu or Sunset BA and anticipates opening The Sunset BA in late 2025 or early 2026. Pursuant to the Economic
Development Agreement, Sunset BA must complete the amphitheater's construction by December 31, 2025, subject to certain conditions
and exceptions. If the amphitheater is not fully constructed by December 31, 2025, Sunset BA must pay Broken Arrow $10,000 per month
for each month in which construction of the amphitheater remains incomplete.

 Starting
360 days after construction is complete, The Sunset BA must host a minimum of 45 scheduled events each calendar year, although Venu will
aim to host closer to 60 events per year at The Sunset BA. Concertgoers can purchase reserved seats in the upper- and lower-bowl seating
areas or enjoy general admission in the upper bowl. The Sunset BA facility will have two unique features, including a roof and radiant
heating capacity that will provide for year-round use. Additionally, The Sunset BA will have a total of 202 lifetime-ownership VIP firepit
suites, accommodating groups of four, eight, or ten guests in each suite, plus four ultra suites. The Sunset BA will feature similar
amenities and suite offerings as The Sunset OKC.

 On
January 22, 2024, Venu and Live Nation entered into an Exclusive Operating Agreement, pursuant to which Live Nation intended to serve
as the exclusive operator of The Sunset BA. Although the parties pursued their working partnership, in August 2024, Venu and Live Nation
terminated the Exclusive Operating Agreement due to Venu determining that it is unable to construct the number of parking spaces originally
contemplated by the Exclusive Operating Agreement. Venu is actively pursuing other third-party operators for The Sunset BA.

 The
Sunset Amphitheater — McKinney, Texas

 In
addition to its projects in the Colorado and Georgia markets, Venu is actively breaking into the Texas market with plans to bring The
Sunset Amphitheater to McKinney, Texas (" The Sunset McKinney "). Venu partnered with retired Dallas Cowboys'
player Chad Hennings to help facilitate its Texas expansion efforts. In April 2024, Venu entered into a Chapter 380, Grant, and Development
Agreement with the City of McKinney (" McKinney ") through a joint effort by McKinney, the McKinney Economic Development
Corporation (the " MEDC "), and the McKinney Community Development Corporation (" MCDC "). The parties
entered into a First Amendment to the Chapter 380, Grant, and Development Agreement in October 2024 and a Second Amendment to such agreement
in December 2024. Sunset at McKinney LLC, a majority-owned subsidiary of Venu that Venu exercises total voting control over, will hold
the fixed assets of The Sunset McKinney.

to Venu's public-private partnership with McKinney, Venu will develop The Sunset McKinney on a 46-acre tract of land that is owned
by the MEDC. Venu closed on its purchase and acquisition of the McKinney tract on January 14, 2025. Given that one of the MCDC's
strategic initiatives is to support the development of destination-entertainment facilities in McKinney, the MCDC has announced that
it expects to make a financial investment in The Sunset McKinney's development.

 Venu
anticipates that construction of The Sunset McKinney will begin in May 2025, with the amphitheater expected to be concert-ready in mid-2026.
Sunset Operations at McKinney LLC, a wholly owned subsidiary of Venu, will be the operative entity for The Sunset McKinney that Venu
expects will enter into an operating agreement with a third-party operator to run The Sunset McKinney's operations. With a seating
capacity of 20,000, The Sunset McKinney will be Venu's largest venue to date. The Sunset McKinney is expected to feature 295 VIP
luxury firepit suites that will be sold to lifetime owners, an Owner's Club Suite that will accommodate 700 members, fully-covered
seating areas, traditional reserved seating along with open-seating options on a landscaped grass area that will have temperature-cooling
turf, a selection of gourmet food and drinks, state-of-the-art audio and technology enhancements, and a parking garage with 5,100 parking
spaces designed to make entering and exiting the venue as efficient as possible. Venu expects to host between 50 to 70 shows, a combination
of indoor and outdoor shows, per year at The Sunset McKinney.

management believes McKinney will be a promising market for expanding its open-air amphitheater concept. The Sunset McKinney is expected
to attract crowds from the Dallas and Fort Worth (" DFW ") areas of Texas, and to potentially rival the Toyota Music
Factory that currently serves the DFW metroplex, a market that Venu considers to be a high priority for adding entertainment value. McKinney's
existing arts and recreation scene was one of the key factors that motivated Venu's decision to develop an amphitheater in the
city. In 2020, McKinney was designated as a Texas Music Friendly Community by the Texas Music Office within the Office of the Governor,
certifying McKinney as part of a distinguished network of Texas cities that foster music-industry development and aim to attract and
develop music-industry growth.

 For
the City of McKinney, partnering with Venu to develop The Sunset McKinney will represent a potential investment in the community in excess
of $220 million, which the city expects will drive local economic growth, catalyze commercial development, and enhance McKinney's
brand on a national level, while allowing Venu to expand its operations to another state and to capitalize on McKinney's promising
entertainment market.

 The
Sunset Amphitheater — El Paso, Texas

 Venu
further expanded its Texas market presence by forming a public-private partnership with the City of El Paso, Texas (" El
Paso ") to bring The Sunset Amphitheater to El Paso (" The Sunset El Paso "). Sunset at El Paso, LLC, a
subsidiary that Venu currently owns in its entirety, but ultimately anticipates owning a minority equity interest in (but, in each
case Venu would continue to exercise total voting control over the entity), will hold the fixed assets of The Sunset El
Paso.

 In
April 2024, Venu and El Paso entered into a term sheet to define the material terms of the parties' intended public-private partnership
and entry into a Chapter 380 Economic Development Program Agreement (the " Chapter 380 Agreement "), a Purchase and
Sale Agreement, and related transaction documents (collectively, the " Definitive El Paso Agreements "). The El Paso
City Council approved the term sheet on April 23, 2024. The parties finalized and executed a Purchase and Sale Agreement on June 24,
2024, and the Chapter 380 Agreement on July 2, 2024. The Purchase and Sale Agreement was amended on August 29, 2024, October 28, 2024,
January 27, 2025, and March 3, 2025, and in each case to extend the inspection period. Venu expects to close on its purchase and acquisition
of the El Paso property on or before April 30, 2025.

to the terms of the Definitive El Paso Agreements, Venu will construct and manage The Sunset El Paso as a 12,500-person amphitheater
on approximately 17 acres of land that El Paso will convey to Venu. Sunset Operations at El Paso LLC, a wholly owned subsidiary of Venu,
will be the operative entity for The Sunset El Paso that Venu expects will enter into an operating agreement with a third-party operator
to manage The Sunset El Paso's operations.

 In
addition to the land conveyance, El Paso will incentivize Venu's development of The Sunset El Paso by: (i) contributing cash towards
Venu's development costs by issuing an eight-year, no-interest, forgivable loan to Venu (the " El Paso Loan ")
in the principal amount of $8,000,000 that will be funded by the Texas Economic Development Fund; (ii) waiving all of the development,
building permit, and inspection fees required to develop The Sunset El Paso; (iii) providing Venu with annual rebates on real and business
personal property, sales and use, and mixed beverage taxes over up to a 20-year rebate period; and (iv) guaranteeing and/or funding parking
facilities that will include a minimum of 3,600 spaces. In total, El Paso is offering Venu an approximately $30.9 million performance-based
incentives package over the term of the Chapter 380 Agreement, demonstrating El Paso's confidence that Venu's construction
of The Sunset El Paso will stimulate both regional and international tourism, generate commercial activity, diversify and expand the
local tax base, create quality job opportunities, and promote local economic development in the city. If Venu completes construction
of The Sunset El Paso within 36 months from the date Venu receives all government authorizations required to develop and construct the
amphitheater (such process, " Entitlement ") and hosts a minimum of 25 events per year at The Sunset El Paso in years
3-5 of the rebate period, the El Paso Loan will be forgiven. Recognizing the parties' mutual intent to support The Sunset El Paso's
successful construction and operation, El Paso agreed that it would not develop a competing live-entertainment venue with a capacity
of more than 4,000 persons within 60 miles of The Sunset El Paso; subject to El Paso's unrestricted right to pursue voter-approved
projects, projects affirmed by judicial decree, or regional projects that will not diminish The Sunset El Paso's intent and operation.
Furthermore, as allowable by law, El Paso agreed to give Venu a first right of refusal to develop and/or operate any voter-approved project
as of the effective date of the Chapter 380 Agreement.

 As
part of its public-private partnership with El Paso and in exchange for incentives package that El Paso is offering under the Chapter
380 Agreement, Venu must, among other obligations: (i) invest at least $80 million in the acquisition, development, carrying costs, construction,
and business personal property costs associated with developing The Sunset El Paso (such amount for such purposes, the " Minimum
Investment "); (ii) commence construction of The Sunset El Paso within 90 days following Entitlement; (iii) obtain a Temporary
Certificate of Occupancy no later than 36 months after Entitlement; (iv) secure a third-party venue operator to operate The Sunset El
Paso for a 10-year term with two, five-year extensions prior to obtaining a Certificate of Occupancy; and (v) host a minimum of 40 national-touring
events per year. Venu is also subject to various development and certification deadlines, including completing and providing El Paso
with a final Traffic Impact Analysis and Parking Study by August 15, 2024, submitting documentation to El Paso to verify that it has
expended the Minimum Investment and received the Temporary Certificate of Occupancy for the development of The Sunset El Paso within
36 months after Entitlement, and submitting documentation to verify that it has obtained the Certificate of Occupancy within 42 months
after Entitlement or within six months after receiving the Temporary Certificate of Occupancy. El Paso's Director of Economic and
International Development may extend Venu's development deadlines by up to six months, provided that Venu has made a good-faith
effort to fulfill its obligations under the Definitive El Paso Agreements. If Venu defaults under the terms of the Chapter 380 Agreement
and fails to timely and diligently cure such default, Venu must repay any rebates it received from El Paso during the five-year period
prior to its default pursuant to a recapture schedule to be set forth in the Chapter 380 Agreement.

 Much
like The Sunset McKinney, The Sunset El Paso will feature luxury firepit suites while offering a variety of seating options with both
mid- and lower-bowl sections and general admission seating in the upper bowl. The amphitheater will have a roof and radiant heating capacity,
which will provide full-year programming of the amphitheater. The Sunset El Paso is expected to also feature a custom-built Owner's
Club where members will enjoy an exclusive, elevated view of the stage and premium dining and beverage options. The Sunset El Paso is
expected to attract crowds not only from El Paso, Texas but also from Las Cruces, New Mexico and even across the border in Mexico from
Ciudad Juarez, the largest city in the Mexican state of Chihuahua. Venu intends for The Sunset El Paso to mirror the multicultural tastes
of its US and Latin audiences by showing acts from both markets.

 On
July 2, 2024, the El Paso City Council formally approved a resolution authorizing the El Paso City Manager to execute the Chapter 380
Agreement with Venu and two ordinances providing for El Paso's conveyance of city-owned land to Venu in accordance with applicable
Texas statutory code provisions and for El Paso's amendment of a tax-increment reinvestment project and financing plan for the
area where The Sunset El Paso will be developed to reflect the development assumptions set forth in the Chapter 380 Agreement. Pursuant
to an amendment to the Purchase and Sale Agreement between Venu and the City of El Paso dated October 28, 2024, the parties extended
the inspection period during which Venu was permitted to inspect the property to be acquired from the City of El Paso.

 Restaurant
Concepts — Bourbon Brothers Smokehouse & Tavern

 BBST

Brothers Smokehouse & Tavern is Venu's flagship, full-service restaurant concept. BBST serves American classics and Southern
staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, and whiskies as well as local craft beers.

 BBST
— Colorado Springs, Colorado

 Venu
opened its first BBST location in April 2017 (" BBST CO ") in Colorado Springs, Colorado, adjacent to the land where
Venu later opened its BBP CO music hall in 2019. The BBST CO location can serve up to 300 customers at a time across its two bars, primary
dining areas, sunroom, and a private dining area known as the "Library." The concept was conceived as a farm-house theme
with an eclectic blend of dining areas that is intended to offer a unique foodie experience in an unparalleled setting. The Bourbon Bar
is an attached, yet secluded, bar area, built to replicate a bourbon warehouse from the days of prohibition, complete with a full-size
bar that is constructed from floorboards sourced from aging railroad cars. BBST CO's close proximity to BBP CO allows for cross-selling
between the businesses, as BBST CO serves as the exclusive caterer for all BBP CO events. In both venues, Venu strives to deliver high-quality,
consistent food with exceptional service, which it believes is the key to restaurant success.

 BBST
— Gainesville, Georgia

 In
conjunction with Venu's opening of BBP GA in June 2023, Venu opened its second BBST location in Gainesville, Georgia (" BBST
GA "). Like its Colorado Springs counterpart, BBST GA serves American classics, Southern staples, local craft beers, and a selection
of rare bourbons, ryes, and whiskies. Unlike BBST CO, the ambiance of the BBST GA restaurant replicates that of a 1930s-era, red brick
industrial building, with seating spaced around an indoor square bar that integrates a 6,800-square-foot outdoor patio with four fireplaces.
The restaurant accommodates up to 300 customers in its first-floor bar, primary dining areas, second-floor bourbon bar, and 1,500-square-foot
walk-out rooftop bar and lounge. The distinctive dining configurations at BBST GA are meant to capture the ambience and aesthetic of
the Gainesville Square.

 One
advantage of the Gainesville location is that the BBST GA restaurant and BBP GA music venue were built simultaneously and are connected
via a shared kitchen, which streamlines BBST GA's ability to operate food and beverage service at BBP GA. The 4,400-square-foot
kitchen serves the site's more than 7,800-square-foot dining room and rooftop bar as well as the food and beverage needs for the
18,000-square-foot BBP GA music hall.

 Restaurant
Concepts — Notes Eatery

 "Notes
Eatery," formerly known as "Notes" bar, is Venu's newest live music and restaurant concept. Notes Eatery serves
a jazz brunch in a vibrant and eclectic environment, while also hosting private events for breakfast, lunch, and dinner. Notes Eatery
originally opened in September 2022 as "Notes" bar in the same Colorado Springs campus where BBP CO and BBST CO operate. Notes
Eatery features a full stage that is capable of hosting a four- to five-person band. Since opening, the Notes Eatery stage has been booked
with performances such as open mic nights, karaoke, dance bands, and even a unique live jazz band that performs at Notes Eatery's
weekend brunch. In 2024, Notes Eatery hosted 201 events.

 Restaurant
Concepts — Roth's Seafood & Chophouse and Notes Hospitality Collection

 In
fall 2025, Venu expects to open Roth's Seafood & Chophouse (" Roth's "), an upscale, five-star restaurant
that specializes in fine dining, in a mixed-use development that is being constructed adjacent to Ford Amphitheater. Venu expects to
open Roth's for purposes of exterior concert seating in summer 2025. Roth's and Ford Amphitheater will both sit on the 4.97-acre
tract in Colorado Springs that Venu purchased in March 2023. Roth's is intended to be a luxurious restaurant space and was designed
to offer views of not only the Rocky Mountains but also the Ford Amphitheater concert stage, immersing guests in what Venu believes will
be an unparalleled dining and concert experience.

Springs boasts a significant percentage of high-income households and a steady growing population. Despite being home to many multinational
corporations and much of the defense contractor industry, customers seeking an elevated dining experience believe the city is sorely
lacking in this pinnacle of the restaurant spectrum. Venu believes Roth's can help fill that gap.

 The
prominence and features of Ford Amphitheater made that area a desirable and viable location for Roth's, which is intended to cater
to the more affluent populations in El Paso and Douglas Counties. Venu also believes Roth's will be well suited for concertgoers
looking for a premium dining experience to accompany their premium tickets. Roth's will anchor the first floor of the mixed-use
development being constructed at the eastern perimeter of Ford Amphitheater. On the top floor, Venu is opening a top-shelf bar and lounge
named Brohan's, which Venu expects to open in fall 2025.

 Notes
Hospitality Collection (" NHC "), which is expected to open in summer 2025, will feature two, approximately 1,500-square-foot
configurable hospitality spaces framing either side of Roth's on the first floor of the mixed-use development and two, approximately
2,500-square-foot suites framing either side of the Brohan's rooftop bar. Venu envisions NHC being used to host corporate events,
weddings, trade shows, conventions, galas, expos, and other large gatherings. Venu believes NHC will be a premier venue rental location
in Colorado Springs.

 Bar
Concept — Brohan's

 Venu
is opening Brohan's, a cocktail bar and lounge on the top floor of the mixed-use development where Roth's and NHC are being
constructed. Brohan's is named in honor of Venu's longtime business development executive, Gary Tedder, whose nickname is
Brohan. The bar will have premium views into Ford Amphitheater, which can be monetized during marquee shows. Brohan's will feature
top-shelf liquors and fine wines from around the world served by a host of bartenders and sommeliers that will be employed by Venu. Venu
foresees Brohan's being a popular gathering spot for happy hour or evening cocktails in an elevated environment for personal or
business use, complemented by exceptional service in a comfortable yet classy lounge space that will be enhanced by dramatic amphitheater
lighting features and striking panoramas. Venu also envisions Brohan's as being a go-to spot for concertgoers looking to elevate
their experience with the premium libations and views that Brohan's will offer. Along with Roth's and NHC, Venu intends to
open Brohan's in fall 2025.

Subsidiaries and Properties

 Subsidiaries

 Venu
conducts its operations and holds its assets through many wholly- and majority-owned (and controlled) subsidiaries. Certain of Venu's
subsidiaries have raised capital from third-party investors as a means to fund the specific projects and operations of those subsidiaries
and received capital contributions from third-party investors, such as The Sunset Amphitheater LLC, and as a result, these subsidiaries
are not wholly owned. In some instances, Venu owns a minority membership interest in a subsidiary but, under the terms of the governing
documents for the applicable limited liability company, exercises 100% voting control because the membership interests issued to third-party
investors represent non-voting interests, and otherwise retains economic rights in the revenue streams of a given project that may exceed
its ownership percentage. For example, third-party investors have contributed capital to Sunset at Broken Arrow LLC and The Sunset Amphitheater
LLC, with those capital contributions being used to help fund the development of the amphitheater projects owned and developed or to
be developed by those specific limited liability companies. In each case, the operating agreement provides that any distributions of
available cash that is attributable to a defined portion of revenues generated by ticket sales for an event held at the specific venue
project are distributed to the Class B non-voting members (members other than Venu and its subsidiaries), and then the excess is distributed
to the Class A voting member (Venu or a wholly-owned subsidiary of Venu). However, upon any liquidation, after the payment of creditors
and the establishment of any reserves, distributions are made to the members in satisfaction of their respective capital accounts. For
tax allocation purposes, the depreciation of company assets, in certain cases, are allocated to the Class B non-voting members. Membership
interests in these limited liability companies afford the investors certain rights to use suites at the venue owned by the applicable
limited liability company. Venu has used this model to help fund and develop certain of its amphitheater projects such as those of The
Sunset Amphitheater LLC and Sunset at Broken Arrow LLC. In the case of GA HIA LLC and Sunset Hospitality Collection LLC, third-party
investors hold non-voting membership interests under the terms of operating agreement of these subsidiaries and also are afforded certain
in-kind benefits intended primarily for their personal use, such as complimentary tickets to live events.

 The
following table summarizes Venu's current and projected ownership and voting interests in its subsidiaries as of March 15, 2025, which Venu either
owns directly or indirectly through one of its other subsidiaries. For subsidiaries that are not wholly owned by Venu or that Venu
anticipates later not wholly owning, the table indicates which entity owns, or would be expected to own, the remaining interest. In
addition, for those subsidiaries in which certain of the non-voting members' economic rights under the applicable operating
agreement differ from their percentage interest in the limited liability as a whole, the economic rights of the non-voting members
are outlined in the notes to the table.

 Subsidiary

 Venu or
 Subsidiary Owner

 Current or Projected Company

 Ownership Percentage

 Owner of
 Remaining

 Bourbon Brothers Holdings LLC (" BBH ")

 100%

 Notes Live Real Estate, LLC (" NLRE ")

 100%

 Hospitality Income & Asset, LLC

 99%

 Notes Holding Company LLC (" NHC ")

 100%

 Bourbon Brothers Licensing LLC

 100%

 13141 BP, LLC

 100%

 The Sunset Amphitheater LLC

 10%

 Third-Party Investors (1)

 GA HIA, LLC

 16%

 Third-Party Investors (1), (4)

 Polaris Pointe Parking LLC

 100%

 Venu VIP Rides LLC

 50%

 Roth's Seafood & Chophouse LLC

 BBH

 100%

 Notes Hospitality Collection LLC

 BBH

 100%

 Sunset Hospitality Collection LLC

 NLRE

 46% (as of March 15, 2025)

 40% (projected ownership)

 Third-Party Investors (1), (4)

 Sunset at Mustang Creek LLC

 NLRE

 89% (as of March 15, 2025)

 30% (projected ownership)

 Third-Party Investors (1)

 Sunset at Broken Arrow LLC

 NLRE

 73% (as of March 15, 2025)

 35% (projected ownership)

 Third-Party Investors (1)

 Sunset Ground at Broken Arrow, LLC

 100% (as of March 15, 2025)

 30% (projected ownership) (2)

 Subsidiary

 Venu or
 Subsidiary Owner

 Current or Projected Company

 Ownership Percentage

 Owner of
 Remaining

 Sunset at El Paso, LLC

 NLRE

 100% (as of March 15, 2025)

 35% (projected ownership) (2)

 Sunset Ground at El Paso LLC

 NLRE

 100% (as of March 15, 2025)

 30% (projected ownership) (2)

 Sunset Operations at El Paso LLC

 NLRE

 100%

 Not applicable

 Sunset at McKinney LLC

 NLRE

 73% (as of March 15, 2025)

 60% (projected ownership) (3)

 Third-Party Investors (1)

 Sunset Ground at McKinney LLC

 NLRE

 100% (as of March 15, 2025)

 60% (projected ownership) (3)

 Sunset Operations at McKinney LLC

 NLRE

 100%

 Not applicable

 Notes CS I, DST

 Notes CS I Holdings, LLC

 99% (as of March 15, 2025) (5)

 (projected ownership is not yet determined) (5)

 Third-Party Investors (5)

 13141 Notes LLC d/b/a Notes

 NHC

 100%

 Sunset Operations LLC

 BBH

 100%

 Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall at Bourbon Brothers

 BBH

 89%

 Bourbon Brothers Smokehouse and Tavern CS, LLC

 BBH

 100%

 Bourbon Brothers Smokehouse and Tavern GA LLC

 BBH

 100%

 Bourbon Brothers Presents GA LLC

 BBH

 100%

 Notes CS I Holdings, LLC

 100%

 Notes CS I ST, LLC

 100%

 (1)

 Venu or NLRE, as applicable, has sold or intends to
 sell non-voting membership interests to third-party investors in this limited liability company. However, the governing documents
 for these subsidiaries provide that third-party investors who hold non-voting membership units are, in the case of distributions
 resulting from operations of the venue or restaurant owned by the limited company entitled to a defined portion of distributions
 of available cash that are attributable to certain revenue streams of the entities, such as ticket sales, or otherwise a targeted
 return. All other portions of distributions of available cash from facility operations, income and profits are distributed to Venu
 (or a wholly owned subsidiary of Venu) as the Class A member. Where the economic waterfall for the holders of non-voting membership
 units of a subsidiary is other than in accordance with the members' percentage interest in the subsidiary as a whole, those
 economic rights, as of the date of this Annual Report, are described below:

 The Sunset Amphitheater LLC: In the event
 The Sunset Amphitheater LLC at any time makes a distribution of available cash to its members from operations, it will first distribute
 to the Class B members as a class an aggregate amount equal to the "rental profit" attributed to the venue. Class B members
 share in this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding. Class B
 members are only entitled to their pro rata share of any "rental profit," and are not entitled to any other distributions
 of available cash from operations or any other income or profits of The Sunset Amphitheater LLC, which are distributable solely to
 the single Class A member (Venu). "Rental profits" are calculated on a per ticketed show basis, and the amount of "rental
 profits" distributable to the Class B members for each show is calculated by multiplying $5.00 by the number of tickets sold
 for the ticketed event at the venue owned by The Sunset Amphitheater LLC (excluding any other venue revenues or profits of any kind).

 GA HIA, LLC: All distributions of net
 profits and available cash (other than Priority Proceeds, as defined below) to its members will be made to the Class A members, Class
 B members and Class C members on a pro rata basis. All amounts of cash received by GA HIA, LLC pursuant to the primary naming rights
 for the music venue operated on GA HIA, LLC's property and tax rebates from or through the City of Gainesville, GA (collectively,
 " Priority Proceeds ") are distributable solely to the Class B members and Class C members on a pro rata basis.
 Notwithstanding the foregoing, the Class C members are capped at an 9% annual return on their capital contribution, after which they
 no longer participate in distributions for such year.

 Sunset at Mustang Creek LLC: In the event
 Sunset at Mustang Creek LLC at any time makes a distribution of available cash to its members from operations, it will first distribute
 to the Class B members as a class an aggregate amount equal to the "rental profit" attributed to the venue. Class B members
 share in this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding. Class B
 members are only entitled to their pro rata share of any "rental profit," and are not entitled to any other distributions
 of available cash from operations or any other income or profits of Sunset at Mustang Creek LLC, which are distributable solely to
 the single Class A member (a wholly owned subsidiary of Venu). "Rental profits" are calculated on a per ticketed show
 basis, and the amount of "rental profits" distributable to the Class B members for each show is calculated by multiplying
 $7.00 by the number of tickets sold for the ticketed event at the venue owned by Sunset at Mustang Creek LLC (excluding any other
 venue revenues or venue profits of any kind).

 Sunset at Broken Arrow LLC: In the event
 Sunset at Broken Arrow LLC at any time makes a distribution of available cash to its members from operations, it will first distribute
 to the Class B members as a class an aggregate amount equal to the "rental profit" attributed to the venue. Class B members
 share in this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding. Class B
 members are only entitled to their pro rata share of any "rental profit," and are not entitled to any other distributions
 of available cash from operations or any other income or profits of Sunset at Broken Arrow LLC, which are distributable solely to
 the single Class A member (a wholly owned subsidiary of Venu). "Rental profits" are calculated on a per ticketed show
 basis, and the amount of "rental profits" distributable to the Class B members for each show is calculated by multiplying
 $7.00 by the number of tickets sold for the ticketed event at the venue owned by Sunset at Broken Arrow LLC (excluding any other
 venue revenues or venue profits of any kind).

 Sunset at McKinney LLC: In the event
 Sunset at McKinney LLC at any time makes a distribution of available cash to its members generated through ticketed events at the
 venue, the company will distributes to the Class B members, as a class and on a pro rata basis, an aggregate amount intended to cause
 the Class B members to realize an annual return equal to 3% of the amount of their respective capital contributions. All other distributions
 from venue operations, income or profits of any kind are distributed solely to the single Class A member (a wholly owned subsidiary
 of Venu).

 Sunset Hospitality Collection LLC: In
 the event Sunset Hospitality Collection LLC at any time makes a distribution of available cash to its members attributable to lease
 payments made by the tenant of the property owned by Sunset Hospitality Collection LLC, it will distribute to the Class B members
 an amount intended to cause the Class B members to realize an annual return equal to 8% of the amount of the total capital contributions
 of the Class B members and to the Class C members an amount intended to cause the Class C members to realize an annual return equal
 to 4% of the amount of the aggregate capital contributions of Class C members. All other distributions of cash from venue operations,
 income or profits of any kind are distributed to the single Class A member (NLRE).

 (2)

 Venu or NLRE, as applicable, intends to sell up to
 70% of the membership interests in this limited liability company to third-parties while retaining a 30% membership interest. Any
 interests sold to third-parties will be non-voting membership units, and therefore, NLRE would maintain 100% voting control. As it
 relates to Sunset Ground at Broken Arrow, LLC, Sunset at El Paso, LLC, Sunset Ground at El Paso LLC economic terms and rights to
 be afforded to third-party (non-voting) members have not yet been determined.

 (3)

 NLRE intends to sell up to 40% of the membership interests
 in this limited liability company to third-parties while retaining a 60% membership interest. Any interests sold to third-party investors
 will be non-voting membership units, and therefore, NLRE would maintain 100% voting control. Economic terms and rights to be afforded
 to third-party (non-voting) members in Sunset Ground at McKinney LLC have not yet been determined.

 (4)

 GIA HIA LLC, in addition to the voting Class A membership
 units held solely by Venu, has issued non-voting Class B membership units and non-voting Class C membership units to third parties.
 Sunset Hospitality Collection LLC, in addition to voting Class A membership units held solely by a wholly owned subsidiary of Venu,
 has issued non-voting Class B membership units and non-voting Class C membership units to third parties.

 (5)

 As of the date of this Annual Report, the Company also
 holds its interest in one of its real property assets through a Delaware Statutory Trust. On August 22, 2024, NLRE conveyed the 9.41
 acres of real property upon which the Ford Amphitheater is located to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu
 (" Holdings LLC "), and Holdings LLC conveyed that property to Notes CS I, DST, a Delaware Statutory Trust (the
 " Trust ") in exchange for a 100% of the beneficial interests in the Trust. The signatory trustee for the Trust
 is Notes CS I ST, LLC, a wholly owned subsidiary of Venu. Beneficial owners have no voting rights with respect to the affairs of
 the Trust and do not have legal title to any portion of the property held by the Trust. Instead, the signatory trustee has the sole
 power and authority to manage the activities and affairs of the Trust, including the power and authority to sell the property, and
 the Trust holds legal title to the property. Under the documents governing the Trust, beneficial interest holders are entitled to
 distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant. Holdings LLC is one of two
 beneficial interest holders of the Trust and holds an approximate 99% interest. The Trust expects to from time to time sell additional
 beneficial interests to third parties but in no event is it expected that Holdings LLC would cease to hold a beneficial interest
 in the Trust.

 As
it relates to the larger Ford Amphitheater project in which certain Company subsidiaries have a direct or indirect interest, the rights
of stakeholders are summarized below and described elsewhere in this Annual Report.

 Operating Agreement:
 With respect to venue profits and venue losses generated at the Ford Amphitheater, those profits and losses are payable and allocated
 to AEG and Venu in accordance with the terms of the exclusive operating agreement between Venu and AEG described elsewhere in this
 Annual Report. After its entry by the parties, this agreement was assigned by Venu to Venu's wholly owned subsidiary Sunset
 Operations, LLC (as defined above, " SunsetOps "). SunsetOps is the Venu subsidiary that oversees the operations
 of Ford Amphitheater. Amounts due to SunsetOps under the exclusive operating agreement with AEG are based on a base fee derived from
 a portion of the tickets sold at public events held at the venue, and a percentage of venue profits (with such profit split between
 the two parties being in a range between 45% to 55%). Venue profits that are split and allocated between the parties take into account
 various revenues streams generated through venue events, including ticket sales, ticket rebates, VIP services, net food and beverage
 sales, net revenue commissions from artist merchandise sales, parking, and venue sponsorship fees (such as naming rights), but subject
 to certain limitations set forth in the agreement, and any profits that are divided between the parties are net of various venue
 operating expenses incurred by the AEG and certain insurance and property expenses incurred by the owner of the venue.

 Amounts due to SunsetOps
 from event and venue operations under the exclusive operating agreement with AEG are the primary source of funds utilized to pay
 lease payments due under the operations leases, and as further described below, "Event Fees" and the base rent due under
 the ground lease described below for the property on which Ford Amphitheater was developed, and with any excess retained by SunsetOps.

 Ground Leases: The real property upon which
 the amphitheater was developed is owned by the Trust, and The Sunset Amphitheater LLC own all of the improvements (i.e., the amphitheater)
 on that property. The Trust leases that property to Notes CS I MT, LLC, a wholly owned subsidiary of Venu (and the "master
 tenant" for the property) pursuant to a "master lease", which in turn leases the property to Sunset Amphitheater
 LLC under a ground lease having substantially the same economic terms to that of the master lease. Sunset Amphitheater, LLC is the
 guarantor of the ground lease. Pursuant to that ground lease, Notes CS I MT, LLC pays master tenant annual base rent of $3,222,000
 (subject to escalation), which is paid monthly, and base rent is then remitted to the Trust and distributed pro rata to the holders
 of its beneficial interests.

 Operations Leases: In connection with the operations
 of the Ford Amphitheater located at the property, Sunset Amphitheater LLC entered into an operations lease (which was amended on
 September 24, 2024) with Notes Live Foundation (a non-profit organization and operating under the trade name Venu Arts & Culture
 Foundation), a foundation formed, in part, to accommodate certain "public use" requirements of certain municipalities
 or quasi municipality entities and of which Venu is the sole member (the " Foundation "), and in turn, the Foundation
 has entered into an operations sublease agreement with SunsetOps, as such operations sublease was amended on September 24, 2024.
 During the term of that operations sublease, SunsetOps pays to the Foundation (a) annual base rent of $3,222,000.00 (subject to annual
 2% annual increases), plus (b) a per-ticket amount to be determined by SunsetOps, multiplied by the total number of tickets sold
 for entry into "public events" at Ford Amphitheater, not to exceed $50,000 in total unless agreed to in writing by SunsetOps
 to be paid annually (the " Charitable Trust Contribution "), plus (c) $5.00 multiplied by the total number of tickets
 sold for entry into "public events" at Ford Amphitheater (" Event Fees "). In turn, under the operations
 lease, the Foundation remits all payments under the operations sublease to The Sunset Amphitheater LLC, except for the Charitable
 Trust Contribution (if any). Event Fees that get remitted to Sunset Amphitheater LLC ultimately are the source of the "rental
 profit" described above that is distributed by The Sunset Amphitheater LLC to its Class B members and the remainder of the
 payments received by The Sunset Amphitheater LLC under these operation leases and subleases are used to pay the base rent payments
 due to the master tenant and the Trust.

Brothers Holdings LLC (" BBH ") is a holding company designed to own and manage each of Venu's operating entities.
In addition to the entities organized under BBH currently, Venu expects BBH will own 100% of future restaurant and event center operating
companies for entertainment campuses that Venu may to develop around the country.

current goal is that by 2028, it will have brought entertainment venues to a dozen markets where it will be operating up to ten entertainment
campuses (including its campuses in Colorado Springs, Colorado and in Gainesville, Georgia) and three or more additional open-air amphitheaters.
When developing a new entertainment campus or venue in a new market, Venu generally forms an operating company under BBH to manage the
venue's operations. The land and building for the venue is typically leased to the operating company by a landlord entity that
Venu (or one of its subsidiaries) either wholly owns or acquires an interest in.

 Long-Term
Debt Obligations

 To
fund certain of its operations and property acquisitions Venu has, at times, borrowed funds from third-party lenders. The table below
sets forth the outstanding current debt obligations (other than ordinary course obligations) of Venu or its subsidiaries as of March
31, 2025.

 Debt Type

 Date of Issue

 Borrower

 Lender

 Principal Amount

 Interest Rate

 Maturity Date

 Mortgage Loan

 05/06/2022

 GA HIA, LLC

 Pinnacle Bank

 $
 4,204,473

 3.95
 %

 05/26/2043

 Mortgage Loan

 07/01/2021

 Hospitality Income & Asset, LLC

 Integrity Bank & Trust

 $
 3,196,188

 5.5
 %

 07/10/2031

 Loan

 05/04/2020

 Venu f/k/a Bourbon Brothers Entertainment, LLC

 U.S. Small Business Administration

 $

 3.75
 %

 05/04/2050

 Convertible Promissory Note

 01/17/2024

 Venu and NLRE

 KWO, LLC

 $
 10,000,000
 (1)

 8.75
 %

 02/28/2027
 (2)

 Loan

 08/16/2024

 Venu f/k/a Notes Live, Inc.

 Texas Economic Development Fund

 $
 8,000,000

 %

 08/16/2032

 Loan

 01/14/2025

 Venu and The Sunset Amphitheater in McKinney, LLC

 McKinney Economic Development Corporation

 $
 25,000,000

 %

 (3)

 Convertible Promissory Note

 02/28/2025

 Venu and NLRE

 3 rd Party Investors

 $
 6,000,000
 (4)

 12.0
 %

 02/28/2028

 (1)

 As
 set forth in the promissory note and special stipulations thereto, dated January 17, 2024, payable by Venu and Venu Real Estate,
 LLC (together, the " NL Borrowers ") to KWO, LLC (the " KWO Note "), the funds borrowed by the
 NL Borrowers from KWO, LLC (the " KWO Loan ") were to be advanced to the NL Borrowers at any time between March
 1, 2024 and May 31, 2024 in multiple draws (each, a " Draw "), the sum of which shall not exceed $10,000,000. As
 of the date of this filing, the KWO Note is fully drawn on and the $10,000,000 Draw amount is outstanding. The outstanding amount
 is convertible debt and obligations can be satisfied through the conversion to Venu shares at a value of $10.00 per share.

 (2)

 The
 maturity date of the KWO Note is February 28, 2027, the date that is three years after the NL Borrowers first received funds pursuant
 to the first Draw on the KWO Loan. It was extended for two years after the one year mark after the draws on the KWO Note occurred
 on (i) March 1, 2024, in the amount of $3,860,582.40; (ii) April 10, 2024, in the amount of $3,738,030.37; and (iii) May 10, 2024,
 in the amount of $2,401,387.23.

 (3)

 Upon
 obtaining a Certificate of Occupancy, the Company will be reimbursed by MEDC for all purchase monies paid by the Company to MEDC,
 up to the purchase price, and the Company and the guarantors will be released from their respective obligations under the deed of
 trust, note, and personal guaranties.

 (4)

 The
 maturity date of the convertible promissory notes is three years from the date of issuance. The interest rate is 12% per annum and
 paid quarterly in shares of Venu's common stock at the conversion price. Principal is paid at maturity in cash, or at the Company's
 option, in-kind through the issuance of shares of Company's common stock at the conversion price. Conversion price is defined
 as 100% of the average daily closing sale price of the Company's common stock during the 10 consecutive trading days immediately
 prior to the applicable payment date. The notes are secured by the Company's interests in various of its real estate assets,
 interests, and projects.

Partnership Obligations

 Venu
evaluates which markets to expand to and to purchase properties to develop venues on according to a set of rigorous criteria that maximizes
Venu's potential for success and profitability. One of the key factors in Venu's market-expansion assessment is the ability
to leverage public-private partnerships, which are driven by local municipalities that demonstrate an interest in the development of
entertainment venues as a way to catalyze economic development, attract community investment, and improve the community that the local
government serves. Venu was able to acquire many of the real-property assets in its portfolio through public-private partnerships. In
a public-private partnership, a local government or quasi-governmental entity, such as a local economic development corporation or redevelopment
authority, offers financial incentives to Venu that enable Venu or one of its subsidiaries to acquire land on terms that are more favorable
than Venu would be able to negotiate in a private sale on the open market.

 The
financial incentives that a local municipality may offer Venu in a public-private partnership include, for example: (i) granting land
to be used for Venu's construction of amphitheaters, entertainment venues, and parking; (ii) granting parking facilities to be
used at Venu's venues and, in some cases, allowing Venu to monetize parking; (iii) providing public financing for Venu's
venue-development projects; (iv) providing sales-tax abatements and/or refunds; (v) providing property-tax abatements and/or refunds;
or (vi) publicly funding the construction of parking facilities, entry and exit roads, and utilities required to support the development
and operation of Venu's venues. In exchange for the financial incentives offered by the local municipality, Venu agrees to develop
and operate one or more music and entertainment venues and restaurants in the community that Venu has partnered with, which advances
Venu's market-expansion objectives, drives local economic growth, and attracts other community investments.

 Although
purchasing properties through public-private partnerships is a key component of Venu's acquisition and financing strategy, the
agreements that Venu negotiates when partnering with a local government or quasi-governmental entity typically subject Venu to burdensome
conditions, restrictions, obligations, and covenants with respect to Venu's ownership, use, and development of the land acquired
from the municipality. Those restrictions are typically incorporated into ancillary agreements entered into by Venu and the local government
that it is partnering with (such agreements, the " Restricting Agreements "), which may include, for example, a Development
Agreement, a Parking Agreement, or a Facilities Use Agreement.

 The
Restricting Agreements typically require various levels of political and governmental approval, such as by the local city council, an
economic-development council, or the secretary of state. The process of obtaining all required governmental approvals, permits, and entitlements
can be time-consuming and costly for Venu. Even after obtaining those approvals, Venu's ability to continue owning, holding, and
developing the real-property asset that it acquires from a local municipality in a public-private partnership depends on its compliance
with the restrictions and conditions set forth in the Restricting Agreements. Typical restrictions include requirements to satisfy minimum
capital-investment obligations, to meet various project development and construction deadlines, to hold a minimum number of events per
year once the venue is operating, or to sell a minimum number of tickets per season.

 If
Venu is unable to comply with the conditions, restrictions, and obligations set forth in Restricting Agreements, Venu may be subject
to monetary penalties, lose the tax or economic incentives that initially induced Venu's partnership with the municipality, or
cause the land that Venu acquired in the public-private partnership to be recouped by the municipality. Project and construction delays
that cause Venu to fall behind the timeline specified in a Development Agreement could cause the project to be terminated or obligate
Venu to pay a fee.

expansion into Gainesville, Georgia, Broken Arrow, Oklahoma, McKinney, Texas, and El Paso, Texas involve public-private partnerships.

 A
summary of our public-private partnerships, including our investment commitments, purchase prices for land and/or assets, and associated
deadlines for each, is provided below.

 Public-Private Partnership

 Investment

 Commitment

 Purchase Price for Land

 and/or Assets

 Deadline for Making Investment

 or Purchasing Land/Assets

 Broken Arrow, Oklahoma

 Minimum Capital Investment: $70 million

 Purchase Price:

 $577,314.62

 The closing and payment of Purchase Price occurred on May 23, 2024.

 McKinney, Texas

 $200 million

 Purchase Price:

 $35 million, payable either (i) in full, in cash, or (ii) in $10 million
 cash and $25 million in a promissory note secured by a deed of trust and personally guaranteed. Upon obtaining a Certificate of Occupancy,
 the Company will be reimbursed by MEDC for all purchase monies paid by the Company to MEDC, up to the purchase price, and the Company
 and the guarantors will be released from their respective obligations under the deed of trust, note, and personal guaranties.

 The closing and payment of the Purchase Price occurred on January 14, 2025.

 El Paso, Texas

 Minimum Qualified Expenditures: $80 million

 Purchase Price: None—The land will be conveyed by the city for no cost.

 Venu must submit documentation to the City of El Paso within 36 months after Entitlement, verifying the expenditure of a minimum of $80 million in Qualified Expenditures. Entitlement and Venu's closing on its purchase of the El Paso property is expected to occur by April 30, 2025.

Partnership in Gainesville, Georgia

 In
connection with its development of the BBP GA indoor music hall and the BBST GA restaurant in Gainesville, Georgia, GA HIA, LLC (a subsidiary
of Venu that Venu exercises total voting control over) partnered with the Gainesville Redevelopment Authority in January 2022. In addition
to the Purchase and Sale Agreement that GA HIA negotiated with the GRA, which enabled GA HIA to purchase approximately 1.7 acres from
the GRA for less than the fair-market value of the land, GA HIA and the GRA entered into a Development Agreement, a Parking Agreement,
and a Facilities Use Agreement. The Development Agreement required GA HIA to develop and construct the BBP GA and BBST GA venues according
to a detailed construction schedule and in conformance with the architectural renderings and budget submitted when GA HIA applied for
funding through the City of Gainesville's tax-allocation district redevelopment program (the " TAD Program "),
to provide the City of Gainesville with construction and interim-progress reports, to satisfy various other reporting requirements related
to GA HIA's development of the venues, and to maintain the BBP GA and BBST GA properties in good repair and operating condition.
GA HIA applied for and was approved to receive approximately $1.9 million in funding under the TAD Program, which is payable by the City
of Gainesville in the form of reimbursement for costs incurred by GA HIA over up to a 15-year period. GA HIA's eligibility to receive
any TAD Program funding is conditioned on its maintenance of the property as a tourism attraction used for the operation of a restaurant
and entertainment venue. GA HIA's breach of the Development Agreement could result in the Development Agreement being terminated,
GA HIA having to return all of the funds received from the GRA, the GRA pursuing injunctive relief against GA HIA, or GA HIA incurring
other penalties to remedy any harm suffered by the City of Gainesville.

to the Facilities Use Agreement, GA HIA's use of the BBP GA venue is partially restricted by the City of Gainesville's rights
to use the venue up to seven Sundays and five weekdays per calendar year for any city-sponsored event. GA HIA must provide the City of
Gainesville with access to a shared event calendar, and upon at least 45 days' notice, the City of Gainesville can reserve any
unreserved date on the calendar. In turn, the City of Gainesville is required to use GA HIA as its exclusive vendor for all food, beverage,
catering, hospitality, and related services at events hosted at BBP GA.

 Similarly,
pursuant to the Parking Agreement entered into by GA HIA and the City of Gainesville, GA HIA was given certain rights to use a city-controlled
park adjacent to the BBP GA and BBST GA venues for purposes of additional event parking up to sixteen times per year without charge.
However, GA HIA's parking rights are expressly subject to the priority and exclusive parking rights of the Gainesville Arts Council,
which has the right to use the park up to sixteen times per year when parking is needed for Arts Council events.

Partnership in Broken Arrow, Oklahoma

 In
October 2023, Sunset BA, a subsidiary that Venu currently owns a majority equity interest in but anticipates owning a minority equity
interest in, and that Venu currently exercises and will continue to exercise total voting control over, entered into an Economic Development
Agreement with the City of Broken Arrow, Oklahoma (" Broken Arrow ") and the Broken Arrow EDA with the intent to develop
The Sunset BA, a 12,500-capacity amphitheater that will be constructed on approximately 13 acres of land adjacent to the 165-acre Broken
Arrow Events Park. The Economic Development Agreement required the approval of the Broken Arrow City Council. To incentivize Sunset BA
to enter into the public-private partnership, Broken Arrow agreed to sell at least 13 acres but up to 20 acres of land to Sunset BA at
a price of $38,462 per acre. Additionally, Broken Arrow committed approximately 30 acres of land from the adjacent Event Park to be used
for parking and infrastructure needs for The Sunset BA and agreed to make $17.81 million in capital improvements to the Events Park infrastructure
(the " Project Improvements "), which will be funded using TIF Bonds issued by the Broken Arrow EDA that will be paid
using a portion of the sales and use tax, hotel tax, and other tax revenues that comprise the Tax Increment generated within the Increment
District established by Broken Arrow.

 In
exchange for the financial incentives that Sunset BA is receiving under its public-private partnership with Broken Arrow, the Economic
Development Agreement imposes various obligations and restrictions on Sunset BA's ownership and development of the land it is acquiring
from Broken Arrow. Under the terms of the original Economic Development Agreement, certain mutual conditions precedent were required
to be completed by the parties by January 31, 2024 (the " Conditions Precedent Deadline "), but the Conditions Precedent
Deadline was extended to June 30, 2024, through a series of amendments to the original Economic Development Agreement, including a First
Amendment dated January 31, 2024, a Second Amendment dated February 21, 2024, a Third Amendment dated March 5, 2024 (the changes under
which were unrelated to the extension of the Conditions Precedent Deadline), and a Fourth Amendment dated March 5, 2024. All of the mutual
conditions precedent have been satisfied. Pursuant to the Purchase and Sales Agreement between Sunset BA and Broken Arrow, dated March
6, 2024, the closing of the sale was originally set to occur on April 10, 2024. However, the closing date was subsequently extended and
Venu closed on the property on May 23, 2024.

Sunset BA is required to: (i) make a minimum capital investment of $70 million towards the development of The Sunset BA; (ii) host a
minimum of 45 scheduled events per calendar year; (iii) provide the Broken Arrow with periodic updates to The Sunset BA's site
plan and design documents; (iv) construct and maintain The Sunset BA in accordance with standards applicable to a first-class entertainment
venue; (v) charge an additional 1% special assessment on all taxable sales directly associated with The Sunset BA venue; and (vi) provide
Broken Arrow with monthly consolidated reports listing taxable transactions (such as ticket sales, concessions, and merchandise sales)
completed by Sunset BA and/or its contract vendors. Furthermore, Sunset BA is required to complete its construction of The Sunset BA
amphitheater by December 31, 2025, subject to the timely completion of all obligations owed by Broken Arrow and the Broken Arrow EDA.
If Sunset BA fails to timely construct The Sunset BA amphitheater, it must pay Broken Arrow a fee of $10,000 per month for each month
that the venue remains unfinished.

BA also faces certain risks related to the completion of the Project Improvements that Broken Arrow agreed to make. The costs of the
Project Improvements will be funded using TIF Bonds issued by the Broken Arrow EDA. The payment of the TIF Bonds directly depends on
Sunset BA's success in developing and operating the Broken Arrow Amphitheater in a manner that generates sufficient Tax Increment
revenue. Accordingly, Sunset BA agreed to timely remit, and to use commercially reasonable efforts to make its contractors timely remit,
all legally required ad valorem and sales taxes. If Sunset BA fails to operate the Broken Arrow Amphitheater in a manner that generates
sufficient Tax Increment revenue to pay the TIF Bonds, Broken Arrow would be unable to pay for the Project Improvements, and Sunset BA
would not receive the benefit of one of the material financial incentives that induced its entry into the public-private partnership.

Partnership in McKinney, Texas

 In
March 2024, Venu formed a public-private partnership with the City of McKinney, Texas (" McKinney ") with plans to construct
The Sunset McKinney, a 20,000 seat, open-air amphitheater and entertainment complex. Pursuant to the Chapter 380, Grant, and Development
Agreement that Venu entered into with McKinney, the MEDC, and the McKinney Community Development Corporation on April 16, 2024 (the " McKinney
Development Agreement "), Venu will construct The McKinney Complex on a 46-acre tract (the " McKinney Tract ")
that MEDC has agreed to sell to Venu for an aggregate purchase price of $35,000,000 to be paid at the closing of the sale at Venu's
option either (i) in full, in cash, or (ii) with $10,000,000 paid in cash (the " McKinney Cash Payment ") and $25,000,000
represented by a secured promissory note to MEDC (the " McKinney Note "), which will bear no interest, be subject to
prepayment without penalty, be secured by a Deed of Trust conveying a first-priority lien on the McKinney Tract (the " McKinney
Deed of Trust "), and be personally guaranteed by our Chairman and a third party shareholder (such guaranty, the " McKinney
Guaranty "). Closing was required to occur within 30 days after the entitlement of the McKinney Property (the " Entitlement
Date ") and took place on January 14, 2025.

 On
October 15, 2024, the parties amended the McKinney Development Agreement to, among other things: (i) eliminate the "Letter of Credit"
payment concept and instead provide for payment of the McKinney Purchase Price either fully in cash or with a combination of the $10,000,000
McKinney Cash Payment and the $25,000,000 McKinney Note, to be secured by the McKinney Deed of Trust and personally guaranteed by the
McKinney Guaranty; (ii) require MEDC, if not paid fully in cash, to invest the McKinney Cash Payment in a public investment pool or other
investment instrument, which will initially accrue interest at a rate of 4.75% (such interest, the " Accrued Interest "),
all of which MEDC must pay to Venu until the earlier of December 15, 2027, the date the McKinney Cash Payment has been reimbursed to
Venu, or the date the McKinney Cash Payment has been retained by MEDC following a default under the agreement by Venu; (iii) require
Venu to repay all Accrued Interest to MEDC through a temporary adjustment to the ticket fee payable by Venu to MEDC; (iv) expand the
list of permitted operators that Venu can enter into the required Operator Agreement with; (v) require Venu to use reasonable efforts
to acquire right-of-way or easements required to install qualified public infrastructure for the McKinney Complex; and (vi) require Venu
to modify its plans to construct The Sunset McKinney to include the construction of an enclosed stage, a sound-attenuating wall attached
to the parking garage, sidewalks, an internal fire lane from the amphitheater, a barrier wall along the southern perimeter of the McKinney
Complex, a redesigned "Owner's Suite," and an additional suite, as specified in the amended development plans.

 The
McKinney Development Agreement was amended for a second time on December 3, 2024, to: (i) extend the date by which Venu must enter into
the required Operator Agreement to September 15, 2025; (ii) provide that Venu will be deemed to have committed an event of default under
the McKinney Development Agreement if it defaults under the Operator Agreement, such Operator Agreement is between Venu and one of its
wholly-owned subsidiaries, and such default remains uncured beyond any applicable notice and cure period (such default, an " Operator
Agreement Default "); (iii) state that if Venu commits an uncured Operator Agreement Default, Venu will not be entitled to receive
any of the contributions or incentives set forth in Section 9.8 of the McKinney Development Agreement; (iv) expand the list of permitted
operators that Venu can enter into the Operator Agreement with to include a wholly-owned subsidiary of Venu; and (v) require that Venu
to provide any required notices under the Operator Agreement to McKinney, MEDC, and MCDC if a wholly-owned subsidiary of Venu becomes
an operator under the Operator Agreement.

 One
of the primary financial incentives offered to Venu through its public-private partnership with the McKinney Parties is the potential
reimbursement of the McKinney Purchase Price that Venu must pay for the McKinney Property. If Venu receives a Temporary Certificate of
Occupancy (a " TCO ") within the 36-month period following the Entitlement Date, or if Venu receives a Certificate of
Occupancy (a " CO ") if it has not received a TCO within 36 months from the Entitlement Date, then within 30 days of
Venu's receipt of the TCO or the CO, MEDC will reimburse Venu for the McKinney Purchase Price, and Venu and the guarantors will
be released from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty. If Venu
meets the conditions for reimbursement and paid the McKinney Purchase Price through a combination of cash, a promissory note, a deed
of trust, and personal guaranties, then MEDC will reimburse Venu for the McKinney Cash Payment and will release Venu and the personal
guarantors from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty. If Venu
fails to receive a TCO and to begin operations within 36 months from the Entitlement Date, Venu may still be reimbursed for the McKinney
Purchase Price, but such reimbursement will be reduced by liquidated damages of $5,000 per day, which will accrue until Venu receives
a TCO.

 Venu
is subject to a robust list of deadlines under the McKinney Development Agreement, as amended, pursuant to which Venu was obligated,
among other things, to: (i) conduct a site plan and submit it to McKinney within 120 days of March 6, 2024; (ii) conduct a noise study
and final traffic study of the McKinney Complex ingress and egress not less than one month before any public meetings regarding the required
site plan for the McKinney Complex; (iii) submit the Preliminary Base Complex Plan (as defined in the Development Agreement) by July
15, 2024; (iv) provide McKinney with a financing plan, including projected sources and uses for financing proceeds, by September 1, 2024;
(v) submit the Final Base Complex Plan (as defined in the Development Agreement) by December 15, 2024; (vi) enter into a fully executed,
binding Operator Agreement, which must have a term of at least ten years with two, five-year renewals exercisable by and at the option
of Venu, by September 15, 2025; (vii) receive a TCO and begin operations within 36 months from the Entitlement Date; and (viii) receive
a CO within 42 months from the Entitlement Date.

 As
part of their public-private partnership, Venu and McKinney must prepare and adhere to a Complex Budget, which budgets the total costs
of developing the McKinney Property and constructing the McKinney Complex. The anticipated Complex Budget is $220,000,000, subject to
any increase or decrease in Venu's sole discretion, provided that the McKinney Complex Budget cannot be reduced below $200,000,000
without McKinney's consent. Venu is responsible for securing its portion of the McKinney Complex Budget required for the planning,
development, and construction of the McKinney Complex and all Project Improvements. Venu will be responsible for the payment of any Cost
Overruns in excess of the Complex Budget, provided that Cost Overruns will not include any excess costs and expenses that result from
any acts, failures to act, or omissions of the McKinney Parties. Accordingly, any additional costs that result from Venu's failure
to adhere to the Project Construction Timeline would be borne by Venu.

 Venu
also must adhere to the Project Construction Schedule, the initial version of which is attached as Exhibit E to the Development Agreement,
which specifies various timing expectations for steps in the construction process of The Sunset McKinney. Throughout the construction
timeline, Venu must meet monthly with representatives of the McKinney Parties and other contractors to discuss the status of Venu's
efforts to comply with the foregoing conditions and must provide written monthly reports to a representative of McKinney regarding the
status of Venu's construction of the McKinney Complex and any material changes to the Project Construction Schedule or the Complex
Budget.

 Once
construction of the McKinney Complex is complete, Venu is required to present at least 45 commercial events per year at The Sunset McKinney
amphitheater. Venu or its operator must pay McKinney a ticket fee equal to $1.00 per manifested ticket sold (the " Ticket Fee "),
subject to adjustment as set forth in the First Amendment to the Chapter 380, Grant, and Development Agreement. If Venu hosts at least
45 commercial events annually, with a paid attendance of at least 400,000 manifested tickets annually, McKinney or a related party will
pay Venu the list of financial incentives and contributions set forth in Section 9.8 of the Development Agreement (the " McKinney
Incentives "), almost all of which will not be paid, and will be subject to repayment through subsequent-year reductions, in
any year in which less than 45 commercial events are held. Accordingly, Venu faces the risk that it will not receive the material financial
incentives that partly induced its entry into the public-private partnership with McKinney if it fails to meet the 45-event requirement
each year.

 If
Venu fails to meet the foregoing deadlines, and there are no reasonable excuses for the delays, the McKinney Parties can exercise various
remedies set forth in the Development Agreement. Depending on the cause of Venu's breach, certain remedies that are exercisable
by McKinney may result in Venu becoming ineligible to receive, or receiving a reduced amount, of McKinney Incentives. Upon the occurrence
of any of the events listed below (an " Event of Default "), Venu will be subject to the penalties described with respect
to each Event of Default, including:

 (i)

 If
 Venu fails to enter into an Operator Agreement by September 15, 2025, Venu will become ineligible to receive any of the McKinney
 Incentives.

 (ii)

 If
 Venu fails to obtain a TCO within 36 months from the Entitlement Date, Venu will become ineligible to receive any of the McKinney
 Incentives other than the reimbursement of the McKinney Purchase Price, subject to such reimbursement being reduced by $5,000 per
 day until Venu obtains a TCO.

 (iii)

 If
 Venu fails to obtain a CO within 42 months from the Entitlement Date, then until Venu obtains a CO, Venu will be ineligible to receive
 any of the McKinney Incentives, other than the reimbursement of the McKinney Purchase Price, and Venu will be required to pay liquidated
 damages in the amount of $5,000 per day in the form of a reduction to, at the McKinney Parties' option, one or more of the
 McKinney Incentives, which damages will accrue until Venu obtains a CO.

 (iv)

 If
 Venu becomes bankrupt, insolvent, subject to involuntary dissolution, subject to an assignment of all or substantially all of its
 assets for the benefit of creditors, or subject to similar actions involving bankruptcy or creditors' rights described in the
 Development Agreement, the McKinney Parties may terminate the Development Agreement, Venu will become ineligible to receive any additional
 McKinney Incentives, and if Venu has already purchased the McKinney Property but has not been reimbursed for the McKinney Purchase
 Price by MEDC, then MEDC will retain the McKinney Purchase Price, including any amount of the McKinney Purchase Price already paid
 to MEDC, and may exercise any remedies provided by the McKinney Deed of Trust, Development Documents (as defined in the McKinney
 Deed of Trust), or applicable law.

 (v)

 If
 Venu breaches the Development Agreement by failing to keep, observe, or perform any of the terms, covenants, or agreements that it
 is required to keep, observe, or perform under the Development Agreement (other than those referred to in clauses (i) through (v)
 above), and fails to cure such breach within the time periods specified in Section 23.1.1(e) of the Development Agreement, or if
 Venu defaults under an Operator Agreement between Venu and one of its wholly-owned subsidiaries and such default remains uncured
 beyond any applicable notice and cure period, then Venu must pay liquidated damages in the amount of $5,000 per day in the form of
 a reduction to, at the McKinney Parties' option, one or more of the McKinney Incentives, which damages will accrue from the
 date Venu is notified of its default until Venu has cured such default; provided, that if such default is not cured within 180 days,
 Venu will thereafter not be entitled to receive any McKinney Incentives.

 While
Venu's public-private partnership with McKinney gives Venu the potential to receive several material financial incentives, Venu
may forfeit those incentives or received reduced incentives if it fails to comply with the various deadlines and expectations set forth
in the Development Agreement. Any reduction or forfeiture of the McKinney Incentives would result in Venu paying for more of the costs
of purchasing the McKinney Property and constructing the McKinney Complex than it anticipated when it entered the Development Agreement
with the McKinney Parties.

Partnership in El Paso, Texas

 On
April 30, 2024, Venu executed a non-binding term sheet with the City of El Paso, Texas, which was approved by the El Paso City Council
by a vote of 6-1. The term sheet defined a more detailed, negotiated Chapter 380 Economic Development Agreement and Purchase and Sale
Agreement (the " El Paso Definitive Agreements ") between Venu and the City of El Paso. The El Paso Definitive Agreements
were executed in June and July 2024, pursuant to which a public-private partnership was established between Venu and the City of El Paso.
The Chapter 380 Economic Development Agreement defines the terms for the construction of The Sunset El Paso, a 12,500-person amphitheater
to be developed by Venu. Pursuant to the El Paso Definitive Agreements, the City of El Paso will provide various financial incentives
to Venu, including the conveyance of approximately 17 acres for the site location on the terms set forth in the Purchase and Sale Agreement,
the guarantee and/or funding of all parking facilities, the waiver of all fees for the building permits and inspections required to develop
The Sunset El Paso, and the provision of annual rebates on real and business personal property, sales and use, and mixed beverage taxes
over up to a 20-year rebate period as part of an incentives package that will total approximately $30.9 million. Additionally, the City
of El Paso expects to contribute $8 million in cash towards construction of the amphitheater via an eight-year, zero-interest, forgivable
promissory note, which will be forgiven if Venu completes construction of The Sunset El Paso within 36 months from Entitlement and hosts
a minimum of 25 events per year in years 3-5 of the rebate period. The Purchase and Sale Agreement was amended on August 29, 2024, October
28, 2024, January 27, 2025, and March 3, 2025, and in each case to extend the inspection period. Venu expects to close on its purchase
and acquisition of the El Paso property on or before April 30, 2025.

 As
part of its proposed public-private partnership with El Paso and in exchange for El Paso's incentives package, Venu must, among
other obligations: (i) invest at least $80 million in the acquisition, development, carrying costs, construction, and business personal
property costs associated with developing The Sunset El Paso; (ii) commence construction of The Sunset El Paso within 90 days following
Entitlement; (iii) obtain a Temporary Certificate of Occupancy no later than 36 months after Entitlement; (iv) secure a venue operator
to operate the amphitheater for a 10-year term with two, five-year extensions prior to obtaining a Certificate of Occupancy; and (v)
host a minimum of 40 events per year. If Venu defaults under the terms of the term sheet or the Definitive El Paso Agreements and fails
to timely cure such defaults, Venu must repay any rebates it received from El Paso pursuant to a recapture schedule to be defined in
the Chapter 380 Economic Development Agreement.

 Competition

 The
following factors contribute to the competitive environment that Venu faces in the live-entertainment and hospitality industry:

 Within
 the live-entertainment and hospitality industry, Venu will compete against other live-music venues in the states in which Venu has
 expanded or plans to expand to, such as the Red Rocks Amphitheater in Morrison, Colorado, and the Toyota Music Factory near the DFW
 area of Texas.

 The
 offerings in the live-entertainment and hospitality space are diverse. Not only does Venu compete against other music venues for
 bookings and ticket sales, Venu also competes against companies that offer other forms of media and entertainment, including sporting
 events, music festivals, theaters, and other live-entertainment venues.

 Despite
 general trends indicating that consumers are willing to spend high-dollar prices to see their favorite artists perform live, many
 Americans are cutting back on their entertainment spending due to recessionary fears and exorbitant, inflationary costs.

 Many
 of Venu's planned venues are a drivable, though less convenient, distance from larger cities that commonly attract big names
 in entertainment, which could create an oversaturation of entertainment offerings and make it more difficult for Venu to route those
 artists to its venues. With an assortment of venue options, touring acts may be more inclined to perform at older, more established
 venues despite the updated features and amenities that Venu's venues offer.

 Given
 that Venu is less than a decade old, it may not have the brand recognition that other venues do, which could make it difficult to
 break into new markets. Venu may also have difficulty competing against larger companies that can allocate greater resources to marketing,
 technical operations, and brand recognition than Venu can.

 Venu
 operates in an industry that is affected by seasonality. The industry is frequently affected by external factors that are beyond
 Venu's control but that may challenge Venu's ability to operate, compete, and remain profitable. Those external factors
 may include weather incidents, natural disasters, geopolitical events, or public-health risks, all of which could lower attendance
 at Venu's venues or disrupt Venu's concert lineup.

 Despite
those factors, Venu believes it can compete in the live-entertainment and hospitality.

approach to market expansion is subject to regimented criteria and a methodical site-selection plan for developing new properties and
establishing itself in new markets. Venu only enters a new market that it believes it is relatively barren of other live-entertainment
offerings or venues that would compete against Venu. Venu also seeks markets that its management team or real-estate leads have ties
to, which facilitates Venu's ability to raise capital and build relationships within the communities it is expanding in. For more
information on Venu's site-selection process and expansion strategy, see "Venu's Mission and Strategy — Site-Selection
Strategy."

even where there are existing live-music and entertainment venues in the general vicinity of where Venu plans to expand to, part of what
is expected to attract audiences to Venu's venues is that they are newly designed and updated venues with modern, premium features
that older venues do not deliver.

 Lastly,
management believes that the strategic partnerships that Venu enters into give it a competitive edge. Venu partners with both public
municipalities and other companies. By partnering with local governments that see the long-term value of Venu's entertainment assets
and choose to invest local resources into the construction and development of Venu's venues, Venu positions itself as a potential
top entertainment competitor within the local market. Through its private partnerships with other companies, Venu seeks to ensure that
its venues are operated as efficiently and effectively as possible. This is demonstrated, for example, by Venu's strategic partnership
with AEG to operate Ford Amphitheater in Colorado Springs, Colorado.

 Government
Regulations

 Venu
is subject to an array of federal, state, and local laws. As part of the entertainment and hospitality industry, Venu is subject to substantial
governmental and regulatory oversight. The laws and regulations that Venu is subject to govern matters such as:

 Zoning
 and land use, which dictates where Venu can build venues, how its venues can be used, and what types of events can be hosted in them;

 Infrastructure
 and safety standards, which require Venu to comply with building codes that ensure the soundness of the design, construction, and
 structural integrity of Venu's venues and protect the public health and safety of Venu's occupants by setting occupancy
 limits and imposing fire-safety standards;

 Noise
 levels, which require Venu to comply with local noise ordinances to minimize disruptions to neighborhoods and businesses in close
 proximity of Venu's live-music venues;

 Labor
 and employment practices, which require Venu to adhere to labor laws regarding wages, work hours, working conditions, employee rights,
 and workplace safety;

 Alcohol
 sales, service, and consumption, which regulate the licenses of each of Venu's venues to serve alcohol, impose age restrictions
 for alcohol consumption, and ensure Venu upholds responsible alcohol-service standards;

 Intellectual-property
 rights, which Venu must respect when booking, marketing, and hosting live-music concerts and when entering into sponsorship agreements
 with various companies and brands;

 Privacy
 rights, which require Venu to protect sensitive and personal information collected from its customers or artists at its venues;

 Bribery
 and corruption, including the Unites States Foreign Corrupt Practices Act, which prohibits Venu and is agents and intermediaries
 from illegally paying, promising to pay, or receiving money or anything of value to or from any government or foreign public official
 for the purpose of directly or indirectly obtaining or retaining business;

 Health
 and sanitation, which establish standards for the cleanliness and sanitariness of Venu's restaurants and venues and require
 Venu to implement various precautionary measures to mitigate the spread of infectious diseases;

 Food
 and beverage service operations, which govern Venu's handling, preparation, and service of food and drinks, the hygiene of
 Venu's food-handling personnel, Venu's upholding of various food-safety regulations, and the cleanliness of Venu's
 kitchen facilities;

 Ticketing
 practices, which regulate Venu's compliance with laws concerning primary ticket sales, ticketing resale services in secondary
 ticket markets, pricing and refunds, pricing transparency, scalping practices, and imposing ticket-related fees;

 Venue
 accessibility, which requires Venu to comply with the Americans with Disabilities Act of 1990 and other laws or regulations concerning
 accessibility;

 Environmental
 protection, which govern Venu's use of materials when designing and constructing venues and impose requirements related to
 energy efficiency, waste management, and pollution control;

 Federal and state securities laws, and other regulations, that pertain
to the offerings (such as firepit suite sales) conducted by Venu subsidiaries for certain of Venu's amphitheater and development
projects; and

 Marketing
 activities, which limit Venu's telephone and online marketing practices.

 Venu
believes that it is materially in compliance with all of the rules, laws, and regulations that it is subject to. From time to time, federal,
state, and local authorities or individuals may commence investigations, inquiries, or litigation with respect to Venu's compliance
with applicable consumer protection, environmental, advertising, unfair business practice, antitrust (and similar or related laws) and
other laws, particularly as related to noise levels, venue construction and development, and primary and secondary ticketing sales and
services.

 Employees
and Human Capital

 As
of March 15, 2025, Venu has 50 full-time employees and 178 part-time employees. Venu's compensation philosophy focuses on attracting
and retaining top talent who contribute to its mission of revolutionizing the entertainment and hospitality industry, providing world-class
service, and delivering exceptional entertainment experiences. Venu is able to accomplish its compensation philosophy by offering incentive-compensation
awards to employees, consultants, or directors who are designated by the Board or its committees under the Company's Amended and
Restated 2023 Omnibus Incentive Compensation Plan or other forms of equity compensation warrants. Incentive-compensation awards can consist
of compensatory warrants (issued outside of our Incentive Compensation Plan), incentive stock options, non-qualified stock options, stock
appreciation rights, restricted stock, restricted stock units, and performance awards. In addition, prior to the adoption of our Incentive
Compensation Plan, Venu historically has granted compensatory warrants to employees and service providers.

 Venu
anticipates increasing hiring activity as it continues to expand to new markets and open new venues.

 Intellectual
Property Portfolio

 Venu
filed an application to trademark the name "Notes Live" with the U.S. Patent and Trademark Office (" USPTO ")
on April 14, 2022, which it revised on March 7, 2023. The USPTO registered the trademark on August 8, 2023 (Registration No. 7130383).

 Venu
filed an application (U.S. Serial No. 97759523) to trademark the name "Sunset Amphitheater" with the USPTO on January 18,
2023. The USPTO published the pending trademark application for opposition on January 23, 2024, which allows the public the opportunity
to oppose the trademark's registration. The USPTO issued Venu a Notice of Allowance on March 19, 2024, and Venu was required to
file a Statement of Use or an Extension Request within six months of that date but filed for an extension related to that obligation.
The status of this trademark application is still pending.

 Venu
filed an application (U.S. Serial No. 98186179) to trademark the name "VENU" to use in printed and online magazines in the
fields of live music and hospitality on September 19, 2023. The USPTO published the pending trademark application for opposition on February
11, 2025, which allows the public a 30-day period to oppose the trademark's registration. If no objection is filed, the USPTO will
register the trademark.

 Hospitality
Income & Asset, LLC (" HIA "), which is a majority-owned subsidiary of Venu, filed an application to trademark the
name "Bourbon Brothers" with the USPTO on February 23, 2013, which was registered by the USPTO on September 30, 2014 (Registration
No. 4614527).

 Venu
also registered three trade names with the Colorado Secretary of State by filing a Statement of Trade Name of a Reporting Entity on:
(1) February 19, 2019 (File No. 20191101304) for "Boot Barn Hall at Bourbon Brothers," a trade name for Bourbon Brothers
Presents, LLC; (2) August 8, 2022 (File No. 20221772018) for "Notes," a trade name for 13141 Notes LLC; and (3) May 29, 2024
for "VENU Holding Corporation," a trade name for our former Company name, Notes Live, Inc.

 In
June 2024, Venu filed seven additional trademark applications with the USPTO to register the following trademarks:

 BUY
 IN. ROCK ON., Application No. 98/585,965, filed on June 5, 2024;

 BUY
 THE STOCK THAT ROCKS, Application No. 98/585,902, filed on June 5, 2024;

 INVEST
 IN THE STOCK THAT ROCKS, Application No. 98/585,955, filed on June 5, 2024;

 OWN
 THE STOCK THAT ROCKS, Application No. 98/585,964, filed on June 5, 2024;

 STOCK
 THAT ROCKS, Application No. 98/585,953, filed on June 5, 2024;

 FAN
 FOUNDED. FAN OWNED., Application No. 98/587,942, filed on June 6, 2024; and

 VENU,
 Application No. 98/605,958, filed on June 18, 2024, which was published for opposition for a 30-day period on February 4, 2025, and
 will be registered by the USPTO if no objections are filed.

 On
July 2, 2024, Venu filed the following four Statements of Trademark Registration of a Reporting Entity with the Colorado Secretary of
State to register the trademark "VENU" in four classes: (i) File No. 20241713474 (Class No. 016); File No. 20241713521 (Class
No. 036); File No. 20241713551 (Class No. 037); and File No. 20241713564 (Class No. 041).

 On
February 28, 2025, Venu filed trademark application (Application No. 99/062,206) to register LUXE FIRESUITES.

 Available

 Our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are filed with the Securities
and Exchange Commission (the "SEC"). These reports and other information we file with or furnish to the SEC are available
free of charge at  as soon as reasonably practicable after they are electronically
filed with or furnished to the SEC. In addition, the SEC maintains an internet site that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC at

 We
use our website (www.venu.live) and various social media channels (e.g., VENU on Linked In) as a means of disclosing information about
Venu and our projects and products to our customers, investors, and the public. The information posted on our website and social media
channels is not incorporated by reference in this Report or in any other report or document we file with the SEC. Further, references
to our website URLs are intended to be inactive textual references only. The information we post through these channels may be deemed
material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings, and public
conference calls and webcasts. Although our executive officers may also use certain social media channels, we do not use our executive
officers' social media channels to disclose information about Venu or our products or projects.

 Item
1A. Risk Factors

 Risk
Factors

 General
Risks Related to Venu

 Venu
will likely require additional capital to support its business plan and potential growth, and this capital

 might
not be available on favorable terms, or at all.

operations will likely require substantial additional financial, operational, and managerial resources. Venu may have insufficient cash
to fund its working capital or other capital requirements and may be required to raise additional funds to continue or expand its operations.
If Venu is required to obtain additional funding in the future, it may have to seek debt financing or obtain additional equity capital.
Additional capital may not be available to Venu or may only be available on terms that adversely affect existing shareholders or restrict
Company operations. For example, if Venu raises additional funds through issuances of equity, its existing shareholders could suffer
significant dilution and any new equity securities issued by Venu could have rights, preferences, and privileges superior to those of
existing shareholders. There can be no assurance that financing will be available to Venu on reasonable terms, if at all. The inability
to raise additional funds will materially impair Venu's ability to grow its revenues. Further, as a result of the ongoing volatility
of the global markets, a general tightening of lending standards, and a general decrease in equity financing (and similar type) transactions,
it could be difficult for Venu to obtain funding to allow Venu to continue to develop and implement its business.

 Venu
has incurred net losses and anticipates that it will continue to incur net losses for the near-term future and may never achieve profitability.

 Venu
is a hospitality and entertainment business that was formed in 2017. Venu is continuing to implement its business plan of opening, and
then operating restaurants, venues and amphitheaters in new markets. Venu's business plan is speculative as the development of
its venues entails substantial upfront capital expenditures and the risk that the development and opening of its venues may be delayed
or otherwise prove not to perform as projected. Although Venu has generated increasing revenues since its inception, to date Venu has
not been profitable and has incurred net losses in each of 2023 and 2024. Venu expects to continue to spend significant resources to
develop, open, and then operate its planned restaurants, venues, and amphitheaters. Venu also expects that it will incur an operating
loss in 2025. Venu may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely
affect its business. The size of Venu's future net losses (if any) and its ability to generate a profit will depend, in part, on
the rate of future growth of expenses and its ability to generate additional revenues. It is possible Venu may never be profitable and,
if it does achieve profitability, Venu may not be able to sustain or increase profitability on a quarterly or annual basis.

 Venu
had an accumulated deficit of $47,361,208 as of December 31, 2024, and incurred net losses of $32.9 million and $11.4 million, respectively,
during the years ended December 31, 2024 and 2023. Venu expects that it will incur an operating loss in 2025. These conditions raised
substantial doubt about Venu's ability to continue as a going concern; however, based on management's plan to
add additional venue locations and to continue its business operations, Venu believes that such substantial doubt has been alleviated.
Venu believes that cash on hand, anticipated improved profitability in 2025 from operating venues and restaurants in Colorado Springs,
Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2025, and additional capital raising and debt
financing will allow Venu to continue its business operations for at least 12 months from the date of this Annual Report. Nonetheless,
Venu's continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic
locations, real estate transactions, capital raising, and debt financing. There is no guarantee that we will be able to execute on our
business plan.

business plan is based on numerous assumptions and estimates that may not prove accurate.

 When
evaluating where and when to attempt to open new venues Venu has to evaluate and make assumptions regarding potential demand in a given
market and location, and the ability to attract events and acts to its venues. Venu needs to make estimates and forecasts regarding numerous
factors, such as, the number of events that can be booked into a particular venue in a particular market, average attendance at these
events, potential partnership revenue, likely ticket prices operating costs, and other potential revenue streams (such as parking). Venu
makes these evaluations and estimates based on a variety of factors including industry and market data, as well as its experience to
date. Estimates regarding the number and timing of future venue openings is based on various factors, such as the status of projects
under construction, the entitlement status for certain projects, and discussions and negotiations with various municipalities. These
estimates and assumptions are limited by, among other things, the fact that any data and estimates Venu has, or will utilize, for its
projects are based on other venues, projects and circumstances, and as with all modeling and forecasts, these other venues, projects
and circumstances may not exactly correlate with the venues Venu is, and plans, to develop. These estimates and assumptions are not an
assurance that Venu will achieve any certain revenue targets with respect to a venue or when and whether a particular venue will be in
operation, as the opening of music, live entertainment venues, restaurants and campuses are subject to numerous risks, and uncertainties,
many of which are out of Venu's control. As a result, Venu's business plan is based on numerous assumptions and estimates
that Venu believes are reasonable but which may prove to be incorrect. No assurance can be given regarding Venu's ability to open
a particular venue or execute on all facets of its plans, or whether any particular venue or campus will ultimately prove to be profitable
for Venu or the reliability of the assumptions and estimates upon which various aspects of Venu's business plan are based. Venu's
ability to adhere to and implement its business plan will depend upon Venu's ability to successfully raise funds and a variety
of other factors, many of which are beyond Venu's control.

debt obligations may adversely affect cash flow and impose restrictions on the ability to operate its business.

 Venu
from time to time utilizes credit and debt facilities in its operations and to acquire assets. As of March 31, 2025, Venu had
$56,900,661 of outstanding indebtedness, primarily under mortgage loans, loans to municipalities in connection with land
acquisitions, and a revolving debt financing note with KWO, LLC. For example, certain of the real property assets owned by certain
of Venu's subsidiaries are subject to a mortgage, including the two properties that are owned by Hospitality Income &
Asset, LLC, which are the sites of Venu's Bourbon Brothers Presents restaurant and the Bourbon Brokers Smokehouse & Tavern
venue in Colorado Springs. Venu's indebtedness could have significant adverse effects on the Company, including with respect
to the following:

 Venu
 must use a portion of its cash flow from operations to pay interest on debt obligations, which will reduce the funds available to
 use for operations and other purposes including other financial obligations;

 of Venu's debt obligations are secured by significant company assets, including the real property on which the BBP CO and BBST
 CO sit in Colorado Springs, Colorado, and the BBP GA and BBST GA sit in Gainesville, Georgia;

 ability to obtain additional financing for working capital, capital expenditures, strategic acquisitions or general corporate purposes
 may be impaired; and

 Venu
 may be more vulnerable to economic downturns and adverse developments in its business. Venu expects to obtain the funds to pay its
 day-to-day expenses and to repay its indebtedness primarily from

 operations.
Venu's ability to meet expenses and make these payments therefore depends on its future performance, which will be affected by
financial, business, economic and other factors, many of which the Company cannot control. Venu's business may not generate sufficient
cash flow from operations in the future, and its currently anticipated growth in revenues and cash flow may not be realized, either or
both of which could result in the Company being unable to repay indebtedness, or to fund other liquidity needs. If Venu does not have
enough funds, it may be in breach of debt covenants and/or be required to refinance all or part of its then existing debt, sell assets
or borrow more funds, which Venu may not be able to accomplish on terms favorable to the Company, or at all. In addition, the terms of
existing or future debt agreements may restrict Venu from pursuing any of these alternatives. If Venu defaults on its obligations, that
could lead the lender to foreclose and Venu could lose its investment in the applicable asset.

 Venu
faces risks related to material weaknesses in its internal control over financial reporting, and there are inherent limitations on the
effectiveness of the controls and procedures that it implements. 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
is subject to various SEC reporting and other regulatory requirements. Effective internal controls over financial reporting are necessary
for Venu to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent
fraud and material errors in transactions and to fairly present financial statements. Any failure to implement required new or improved
controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations.

 As
of December 31, 2024, Venu's Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of
Venu's "disclosure controls and procedures" (as defined in the Rules 13a-15(e) and 15d-15(e)) of the Exchange Act)
and concluded that the disclosure controls and procedures were not effective due to material weaknesses in Venu's internal control
over financial reporting. Venu had limited accounting and finance personnel, which impacted its ability to properly segregate duties
relating to Venu's internal controls over financial reporting. In addition, Venu's financial close process was not sufficient.
While Venu has processes to identify and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its
systems, processes, and human capital resources with respect to its accounting and finance functions. The elements of Venu's remediation
plan can only be accomplished over time with the addition of experienced accounting and finance employees and, where necessary, external
consultants, and with the implementation of enhanced accounting systems and financial close processes.

 Venu
has commenced remediation of the above discussed material weaknesses in that it grew its accounting staff over 57% during the year ended
December 31, 2024, compared to December 31, 2023. Venu will continue to evaluate its accounting and finance staffing needs as well as
make planned enhancements to its systems and improvements to its financial reporting processes. However, there can be no assurance that
Venu will be successful in remediating the material weaknesses in its internal control over financial reporting. If Venu is unable to
successfully complete its remediation efforts or favorably assess the effectiveness of its internal control over financial reporting,
Venu's operating results, financial position, stock price, and ability to accurately report its financial results and timely file
its SEC reports could be adversely affected.

management, including the Chief Executive Officer and Chief Financial Officer, believes that disclosure controls and procedures and internal
control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the
reasonable assurance level. However, management does not expect that the disclosure controls and procedures or the internal control over
financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected. If Venu unable to provide reliable and timely financial reports in the future, its business and
reputation may be harmed. Failures in internal controls may also cause Venu to fail to meet reporting obligations, negatively affect
investor and customer confidence in Venu's management, or result in adverse publicity and concerns from investors and customers,
any of which could have a negative effect on the price of Venu's common stock, subject Venu to regulatory investigations, potential
penalties, or stockholder litigation, and have a material adverse impact on Venu's business and financial condition.

subsidiaries of Venu that own, or are expected to own, key real property assets are not wholly owned, and as a result, third parties
have rights in certain assets and operations of those subsidiaries.

 Venu
holds certain of its real property assets and projects in limited liability companies that are not wholly owned, with third parties,
in certain cases owning a membership interest greater than 50%. For example, Venu's membership interest in The Sunset
Amphitheater LLC (which owns Ford Amphitheater) is approximately 10%, however, the governing document for this entity provide that
the equity held by third-party investors do not afford those members with voting rights. In addition, the governing documents for
The Sunset Amphitheater LLC provide that in the case of distributions of available cash resulting from events held at the venue, the
third-party investors are only entitled to receive a defined portion of that distribution. As such, the economic rights of those
third-party investors is not necessarily equivalent to their ownership interest. In connection with their membership interests,
third-party investors are typically afforded certain other rights, such as rights to use the firepit suites located at planned
outdoor amphitheater venues. Venu has, and expects to have, third-party investors hold non-voting interests in other subsidiaries,
such as Sunset at Mustang Creek LLC and Sunset at Broken Arrow LLC, in each case subject to terms that are similar in nature to
those in the governing documents of The Sunset Amphitheater LLC. As a result of these subsidiaries being less than wholly owned, a
portion of the revenues or other value generated by the operations and assets of the applicable subsidiaries will be for the benefit
of third parties and not for the benefit of, or distributed to, Venu. In addition, owning and operating assets through subsidiaries
that are not wholly owned inherently raises other risks, such as an increased potential for decision-making conflicts with minority
owners, diminished control over the subsidiary's operations, increased likelihood of shareholder misalignment regarding the
subsidiary's operational strategies and priorities, dilution of financial returns, and increased governance complexity.
Whether or not Venu holds a majority interest or maintain voting and operational control in such arrangements, third-party members
and stakeholders may, for example, (1) have economic or business interests or objectives that are inconsistent with or contrary to
those of Venu; (2) regardless of the terms of the governing documents of the subsidiary attempt to, or threaten to, seek to block or
impede actions that Venu believes are in its and the subsidiary's best interests; (3) act contrary to Venu policies or
objectives; or (4) be unable or unwilling to fulfill or comply any obligations or restrictions related to their rights to utilize
certain assets (such as suites). For an overview of Venu's economic versus ownership interests in each of its subsidiaries,
see "Business – Venu's Subsidiaries and Properties."

 The
agreements specifying the terms of Venu's public-private partnerships with local municipalities impose various conditions, obligations,
restrictions, and covenants related to Venu's ownership, use, development, and operation of the properties it acquires and the
venues it constructs. 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.

 One
of Venu's key business-expansion strategies is forming public-private partnerships with local municipalities to acquire land at
lower prices and on better terms than Venu likely could have negotiated in open-market sales or to obtain financial incentives that offset
the costs of constructing and operating new venues. In exchange for the financial benefits that motivate Venu's property acquisition
and venue development within a given municipality, the agreements specifying the terms of Venu's public-private partnership with
the municipality, which may include development, parking, facilities-use, or similar agreements, often contain conditions, obligations,
and covenants (collectively, " Restrictions ") related to the financial incentives for a project and that restrict Venu's
ownership, use, and development of the land it acquires and the venues it constructs and operates and imposes potential monetary penalties
on Venu if certain milestones are not achieved. Venu's failure to comply with any Restrictions could pose a material risk to Venu's
financial condition and business operations. The Restrictions described below are among the Restrictions that have been included in the
terms of public-private partnerships Venu has entered into to date and also depicts the type of Restrictions that Venu may be subject
to under future public-private partnerships it enters.

 Project Deadlines and Monetary Penalties: The Restrictions in the public-private partnership agreements to date have included,
and in the future will likely impose, specific deadlines and milestones that, if not met, subject Venu to monetary penalties. By way
of example, pursuant to the agreement between Sunset at Broken Arrow LLC (" Sunset BA "), one of Venu's subsidiaries,
and the City of Broken Arrow, Oklahoma (" Broken Arrow "), Sunset BA must complete the amphitheater's construction
by December 31, 2025, subject to certain conditions and exceptions. If the amphitheater is not fully constructed by December 31, 2025,
Sunset BA must pay Broken Arrow $10,000 per month for each month in which construction of the amphitheater remains incomplete. Similarly,
the terms of the public-private partnership agreements with the City of McKinney, Texas (" McKinney ") entered into
in March 2024 related to a planned open-air amphitheater and entertainment complex (the " McKinney Complex ") in McKinney
impose a $250,000 termination fee on Venu if it is unable to close on the property acquisition within 30 days of the date of entitlement
(" Entitlement ") and impose fees on Venu if it does not obtain a temporary certificate of occupancy within 36 months
of Entitlement and a final certificate of occupancy within 42 months of Entitlement.

 Conditions
Related to Public Financing Incentives: Project financing under the public-private partnership arrangements impose various
restrictions and obligations on Venu in order to receive certain public accommodations and financial incentives. For example, in
connection with the public-private partnership of GA HIA, LLC ("GA HIA"), a subsidiary of Venu, with the City of
Gainesville, Georgia ("Gainesville") and the Gainesville Redevelopment Authority, GA HIA was approved to participate in
Gainesville's tax-allocation district redevelopment program (the "TAD Program"). GA HIA's continued receipt
of financial incentives and benefits through the TAD Program is conditioned on its maintenance of the applicable projects as tourism
attractions used for the operation of a restaurant and entertainment venue and its ongoing compliance with both the applicable TAD
Development Agreement and any loan agreements entered into to finance construction of the projects. Similarly, the public-private
partnership between Sunset BA and the City of Broken Arrow, Oklahoma contemplates that the Broken Arrow Economic Development
Authority ("BAEDA") will issue tax-apportionment bonds and notes ("TIF Notes") and will use the proceeds of
the TIF Notes to fund approximately $17.81 million of project-site improvements that are required for the construction and operation
of The Sunset BA and to pay for certain other project costs described in the project plan. If Sunset BA is unable to operate The
Sunset BA in a manner that generates sufficient tax increment revenue to pay the TIF Bonds issued BAEDA to fund the project-site
improvements, BAEDA will be unable to pay for the project-site improvements or the project costs contemplated in the project plan,
causing Sunset BA not to receive the benefit of one of the material financial incentives that induced its entry into the
public-private partnership.

 Operating Covenants and Monetary Penalties: The Restrictions to date have included, or in the future will likely include, obligations
that require Venu to operate the venues in certain manners or to host a minimum number of events per year at a given venue. For example,
Sunset BA must host a minimum of 45 scheduled events at The Sunset BA amphitheater each calendar year and may be subject to monetary
penalties if it is unable to do so. Similarly, once construction of the McKinney Complex is complete, Venu is required to present at
least 45 commercial events per year at The Sunset McKinney amphitheater. Venu or its operator must pay McKinney a ticket fee equal to
$1.00 per manifested ticket sold. If Venu hosts at least 45 commercial events annually, with a paid attendance of at least 400,000 manifested
tickets annually, McKinney or a related party will pay Venu certain financial incentives and contributions all of which will not be paid,
and will be subject to repayment through subsequent-year reductions, in any year in which less than 45 commercial events are held. Accordingly,
Venu faces the risk that it will not receive the material financial incentives that partly induced its entry into the public-private
partnership with McKinney if it fails to meet the 45-event requirement each year.

 Clawback
Rights: Certain public-private partnerships may require Venu to surrender or reconvey assets or rights if project milestones are
not achieved by a defined date. For example, Venu and the City of Murfreesboro, Tennessee (" Murfreesboro ")
entered into a Development Agreement in August 2022 pursuant to which Murfreesboro agreed to sell land to Venu upon which Venu
previously intended to construct an entertainment campus. Thereafter, Venu assigned its interests under the Development Agreement to
Sunset on the Stones River, LLC (" Sunset SR "), a then Venu subsidiary. The Development Agreement
imposed certain operational requirements, transfer restrictions, and construction deadlines, which Sunset SR had to comply with to
avoid various financial penalties and other consequences, including a clawback provision that would have enabled Murfreesboro to
claw back the land it sold to Sunset SR if Sunset SR failed to obtain a land-disturbance permit by June 1, 2023 and to begin
construction of the entertainment campus within 60 days thereafter. After Sunset SR failed to meet those permit and construction
deadlines, Murfreesboro could have required Sunset SR to transfer back the land and to lose its investment. Because the parties
entered into a "stand-still" letter agreement in May 2023 before mutually deciding in July 2024 to terminate their
public-private partnership without seeking or imposing any termination fees or other penalties, Sunset SR did not ultimately suffer
the loss of its investment that it would have suffered had Murfreesboro enforced its clawback right. Nonetheless, the clawback
provision in the Development Agreement demonstrates a type of Restriction that Venu could be subject to in connection with future
public-private partnerships that it enters into.

 Risks
Related to Venu's Industry and Current and Planned Operations

ability to open new amphitheaters and venues on schedule and in accordance with targets may be adversely affected by delays or problems
associated with acquisition and construction delays, recruiting and training qualified employees to operate the venues and by other factors,
some of which are beyond Venu's control and the timing of which is difficult to forecast accurately.

goal is to open additional venues through 2026 and beyond. To achieve that goal, Venu, or a subsidiary, must successfully acquire
the underlying land or satisfy all conditions to close on its land acquisitions, and then, among other things, oversee the construction
of the improvements and build-out of those locations. Venu may not accurately predict the timing or ultimate success of its ability to
timely open its proposed new venues. Delays encountered in negotiating, or the inability to finalize to Venu's satisfaction, the
development and installation of any necessary improvements may cause a significant variance in Venu's financial targets. In addition,
Venu's anticipated schedule of opening any new venue may be adversely affected by other factors, some or all of which are beyond
Venu's control, including but not limited to the following:

The availability of adequate financing;

Delays in acquiring land and property rights;

The ability to secure governmental approvals and permits, including land-use approvals and building and operating permits any necessary
licenses;

The ability to successfully and timely construct the applicable buildings and facilities;

Construction and development costs;

Costs overruns;

Labor shortages;

Any unforeseen engineering or environmental problems with venue location(s);

Resolution of any litigation or other regulatory proceedings that could serve to prolong the development or opening of any venue or facility,
such as compliance with local noise ordinances, and complaints and concerns raised by local property owners;

The ability to hire, train and retain sufficient personnel;

The ability to successfully promote the new venues and compete in the market(s) in which they will be are

Criminal activity that affects Venu's development and operations of venues; and located;

Weather conditions or natural disasters;

Local and general economic conditions.

inability to open new venues by the end of 2026 would adversely affect Venu's projected results of operations and financial
condition.

 The
success of Venu's amphitheater and venue projects depends on the popularity of guest experiences at those venues, as well as Venu's
ability to attract advertisers, marketing partners, operating partners, audiences and artists to concerts at other events at those locations.
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.

 The
financial results of Venu planned amphitheater venues are largely dependent on the popularity of visitor experiences at The Sunset Amphitheater(s),
which are intended to provide a high-end experience to visitors. Venu has marketed its venues as being distinct from other amphitheaters
and venues, and there is an inherent risk that Venu may be unable to achieve the level of success appropriate for the significant investment
involved. Fan and consumer tastes also change frequently, and it is a challenge to anticipate what will be successful at any point in
time. Should the popularity of Venu's Sunset Amphitheater venues not meet expectations, Venu's revenues from ticket sales,
and concession and merchandise sales would be adversely affected, and the Company might not be able to replace the lost revenue with
revenues from other sources. As a result of any of the foregoing, Venu may not be able to generate sufficient revenues to cover its costs,
which could adversely impact its business and results of operations and the price of the Company's Common Stock.

Venu's amphitheater and entertainment venue focused business is dependent on its ability to attract advertisers and marketing partners
to its signage, digital advertising and partnership offerings. Advertising revenues depend on a number of factors, such as the reach
and popularity of Venu's venue(s) (including risks around consumer reactions to advertisers and marketing partners), the health
of the economy in the markets in which Venu's venues are located and in the nation as a whole, general economic trends in the advertising
industry and competition with respect to such offerings. Should the popularity of Venu's advertising assets not meet expectations,
its revenues would be adversely affected, and Venu might not be able to replace the lost revenue with revenues from other sources, which
could adversely impact its business and results of operations and the price of its Common Stock.

 The
success of Venu's amphitheater and entertainment venue focused business will also depend upon its ability to offer and attract
live entertainment that is popular with guests. While the Company believes that its venues will enable new experiences for audiences
in its markets, there can be no assurance that guests, artists, promoters, advertisers and marketing partners will embrace the Company's
venues. Venu facilities will contract with promoters and others to provide performers and events at its venues. There may be a limited
number of popular artists, groups or events that are willing to take advantage of the immersive experiences and next generation technologies
(which cannot be re-used in other venues) or that can attract audiences to the Sunset Amphitheater venues, and Venu's business
would suffer to the extent that that it is unable to attract such artists, groups and events willing to perform at its venues.

construction of its first outdoor amphitheater project in Colorado Springs required, and future amphitheater facilities that Venu intends
to open will require, significant capital investments by Venu with no assurance that the venues will be successful.

 Venu
is progressing with its venue strategy to create, build, and own new music and entertainment-focused outdoor amphitheater venues
— its Sunset Amphitheater collection. There is no assurance that this initiative will be successful. Venu completed
construction of its first Sunset Amphitheater in Colorado Springs in August 2024 and intends to open additional venues in Oklahoma
and Texas. The costs to develop and then build Sunset Amphitheaters are substantial and substantially in excess of currently
available funds. For example, Venu has committed $70 million of private investments to the construction of The Sunset BA, which will
require Venu directly, or indirectly through a subsidiary that will own the venue, to seek and execute on one or more outside
sources of capital, as Venu's current cash flows and resources alone likely would not support a development of this magnitude.
There is no assurance that Venu will ultimately be able to secure outside capital that will be necessary to fund various of its
planned projects and developments. Any inability to raise outside capital timely, or at all, could delay the development and opening
of planned venues, or lead to their termination either by Venu or the applicable municipality or counter party.

 In
addition, it is always difficult to provide a definitive construction cost estimate for large-scale construction projects. Venu's
estimates and projections with respect to opening dates, costs estimates, event scheduling, or other matters inherent in the development
and ownership of amphitheater venues may not prove wholly accurate as it rolls out additional venue projects across varying markets.
In light of the design of The Sunset Amphitheater collection, including the use of technologies and features that are associated with
many entertainment venues, the risk of delays and higher than anticipated costs are elevated. Although Venu completed construction of
Ford Amphitheater in August 2024, Venu may face unexpected project delays and other complications with respect to the operation of other
projects planned for development.

 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.

 Planning
for the design and construction of Venu's in-development or future Bourbon Brothers Presents, Bourbon Brothers Smokehouse &
Tavern, and The Sunset Amphitheater venue locations is ongoing. Until the final planning and development for each venue is complete,
any cost estimates contained in Venu's budget are subject to change. Since the Company's development costs have not yet been
finalized for many of its ongoing and planned projects, Venu may require additional capital in the form of shareholder contributions,
additional debt or equity financing, or both. If Venu's costs are higher than projected, the operating results contained in the
Company's projections may be less favorable.

 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.

business model involves entering into public-private partnerships with local municipalities that offer various financial and tax incentives
to Venu in exchange for Venu's agreement to construct a venue in the city. These partnerships may require approval from several
levels of local government, including local city councils that may have the authority to vote on and approve or oppose our proposed land
purchases and venue-construction projects. In some cases, we may negotiate with one local regulatory body and enter into a binding purchase
and sale agreement that makes the closing of our land purchase contingent on receiving the local city council's final approval.
Similarly, we may enter into operating or development agreements with other third parties that include city-council approval as a condition
precedent. Despite having a purchase agreement in place and having received the approval of another local governmental body, there is
a risk that the local city council may vote down our purchase and construction proposals or binding agreements. That could occur due
to changes in political priorities, public opposition, a misalignment between local regulatory bodies in their strategic objectives for
a city, or other factors beyond on our control. This risk was exemplified by our attempted purchase of land in Oklahoma City, Oklahoma
in June 2023, when we entered into a binding purchase and sale agreement with the Oklahoma City Planning Commission that was ultimately
rejected by local city council.

 The
rejection by a local city council of our proposed land acquisition or construction plan could result in significant project delays and
increased costs as we attempt to address the city council's concerns, negotiate alternative arrangements, or pursue the purchase
of other land. Such a rejection could also lead to a loss of our investment in the preliminary stages of development, including the planning
and design process. While we strive to mitigate this risk by engaging with local governmental officials early on when attempting to expand
our operations to a new city, conducting thorough due diligence of the properties we are evaluating for purchase, and negotiating contractual
protections to minimize any financial losses or penalties we would incur if our contemplated purchase of land or venue construction is
opposed by a local city council, we cannot predict how a city council will vote, and we cannot assure that we will be successfully in
overcoming any such opposition.

 Potential
development and construction delays could cause Venu's estimate of future income, expenses, and development costs to be inaccurate.

 Venu
has fully developed and constructed each of its operating or under construction venues to date, and expects to do so for its planned
new projects. Properties that require development and construction involve more risk than other properties, typically do not generate
operating revenue while costs are incurred to develop the properties, and may also generate certain expenses such as property taxes and
insurance costs. In addition, market conditions may change during the course of development that may make the plan of development less
attractive than at the time it was conceived. Development activities include the risks that such projects may be abandoned after expending
capital and other resources, the construction costs of such projects may exceed original estimates, and the construction of a property
may not be completed on schedule. Development activities are also subject to risks relating to the inability to obtain, and delays in
obtaining, all necessary entitlement, zoning, land-use, building, occupancy, and other required governmental permits and authorizations.
Delays in construction will delay the opening of new venues. Management's estimate of future income, expenses, and development
costs may prove to be inaccurate. Contingencies in development activities beyond the control of Venu may occur.

 The
success of Venu's business operations depends in part on its ability to acquire, develop, lease, and maintain live-music venues,
and if it is unable to do so on acceptable terms, or at all, its results of operations could be adversely affected.

 The
Company's business requires access to venues to generate revenue from live music concerts and other events. The Company has entered
into a number of leasing and operating agreements for its venues. If the Company is unable to renew these agreements or to obtain new
agreements on favorable, acceptable terms that are compatible with the Company's existing operations, the Company's operations
may be negatively impacted.

 The
Company's ability to continue expanding its operations through the development of new, and the expansion of existing, live
music venues and restaurants is subject to a number of risks, including that (i) the construction of live music venues may result in
cost overruns, delays, or unanticipated expenses; (ii) desirable sites for music venues may be unavailable or too costly; and (iii)
the attractiveness of our existing venue locations may deteriorate over time. Growing or maintaining the Company's existing
revenue depends in part in making consistent investments in its venues. To meet long-term, increasing demand, improve value, and
grow revenue, the Company may have several capital-improvement projects underway at any given time. Numerous factors, many of which
are beyond the Company's control, may influence the ultimate costs and timing of various capital improvements.

 The
amount of capital expenditures can vary significantly from year to year. In addition, actual costs could vary materially from the Company's
estimates if its assumptions about the quality of materials, equipment, or workmanship required or the cost of financing such expenditures
were to change. Construction is also subject to governmental permitting processes, which, if modified, could materially affect the Company's
ultimate costs.

the market potential of the Company's live music venues, concerts, and restaurants cannot be precisely determined. The Company
may face competition in markets from unexpected sources. Because of that competition, the Company may be unable to add to or maintain
its collection of live music venues and concert and restaurant offerings on terms it considers acceptable.

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.

 We
rely, or may rely, on third-party operators to manage and operate certain of our live-music and entertainment venues. For example, Venu
partnered with AEG Presents — Rocky Mountains, LLC (" AEG ") to operate Ford Amphitheater in Colorado pursuant
to an exclusive operating agreement between the parties. Our agreements with third-party operators typically include provisions regarding
the sharing of profits, indemnification requirements, non-compete restrictions, and other limitations on our control over the venue's
operations. As a result, our reliance on third-party operators subjects us to certain unique risks.

 Our
profitability from venues for which we use a third-party operator depends, in part, on the operator's performance and success.
Any failure by an operator to effectively operate our venue may negatively impact our ticket sales and financial results. Any requirement
to share profits with a third-party operator may limit our realization of the full financial benefits of our venues.

 The
use of third-party operators also inherently reduces Venu's operational control over a venue and may impair Venu's expansion
capabilities in a given area due to non-compete restrictions. Lack of operational control over one of our venues may lead to inconsistencies
in service quality, brand reputation, and overall customer experience, which may adversely impact our business.

 Our
exclusive operating agreement with AEG, for example, grants AEG the exclusive right to operate and use Ford Amphitheater for events,
subject to limited exceptions such as Venu having the right to use and reserve the venue for local events or performances by bands that
are not nationally recognized or promoted. In addition, the agreement provides for a defined split of the venue's profits and losses
between Venu and AEG in a range between 45% to 55% between the two parties, but gives each party certain opt-out rights for events such
that a party may not be responsible for any losses that may result from certain events held at the venue (but will also not be entitled
to any profits that may result from such events). The agreement also imposes restrictions on AEG from operating venues that are comparable
to Ford Amphitheater within a defined radius of the venue and imposes restrictions on Venu from owning, operating, or developing a competing
venue within a defined radius. Non-competition and development restrictions may limit our ability to expand our business in certain key
markets, which could hinder our growth opportunities and competitive positioning.

 Our
exclusive operating agreement with AEG also includes renewal and termination provisions. If AEG fails to renew the agreement or if the
agreement is terminated, Venu may face disruptions in the operation of Ford Amphitheater, unexpected costs to find a replacement operator,
or the inability to continue operating Ford Amphitheater under terms similar to those defined in the AEG exclusive operating agreement.

 Any
of the foregoing risks, if realized, could have a material adverse effect on our business, financial condition, and results of operations.
Further, any negative publicity or events concerning an operator or other locations it operates may adversely affect public perception
of our venues operated by such operator.

 Venu
was previously engaged in litigation related to its construction and operation of Ford Amphitheater in a lawsuit that was ultimately
dismissed by the district and appellate courts. If the plaintiffs were to appeal to the Colorado Supreme Court, an adverse outcome for
Venu in the appeal could negatively affect Venu's business operations and prevent Venu from fulfilling certain contractual obligations
related to scheduled events at Ford Amphitheater. Venu may face similar lawsuits in other municipalities where it is constructing, or
plans to construct, Sunset Amphitheaters.

 The
planning, construction, and development of Venu's venues requires the Company to obtain and various governmental approvals and
permits. As disclosed under "Venu Business — Legal Proceedings," Venu, Venu Real Estate, LLC, and the City of Colorado
Springs, Colorado (the " City ") were defendants in a lawsuit filed in the El Paso County District Court of Colorado
on September 26, 2023 by a neighborhood association and an individual who sought to enjoin Venu's construction and operation of
Ford Amphitheater based on allegations that the venue would emit "unlawful noise pollution" in violation of state law. Venu
filed a motion to dismiss, which the El Paso County District Court granted on January 11, 2024. The plaintiffs then filed an appeal to
the Colorado Court of Appeals, which affirmed the dismissal of all claims against Venu on September 12, 2024.

 Although
Venu believes it complied with all applicable codes and procedures required to obtain the City of Colorado Springs' approval to
construct Ford Amphitheater, and is encouraged by the El Paso County District Court's dismissal of the lawsuit and the Colorado
Court of Appeals' affirmation of the dismissal in September 2024, there is no assurance that the plaintiffs will not appeal to
the Colorado Supreme Court or attempt to pursue other legal recourse. Any reversal of the dismissal affirmed by the Colorado Court of
Appeals, the suspension, revocation, or rejection by the City of any of the permits or waivers required for Venu to continue its construction
of and eventual operation of Ford Amphitheater, or any other unfavorable outcome from the appeal and litigation could subject Venu to
adverse commercial ramifications and negatively impact Venu's business operations, financial condition, construction timeline,
and ability to comply with its contractual obligations to host scheduled concerts and events at Ford Amphitheater that began in August
2024. If Venu loses on appeal or if the process or outcome of the appeal delays Venu's completion of Ford Amphitheater's
construction and delays the opening of that venue, Venu may be required to cancel or reschedule certain concerts and events, which would
increase Venu's costs for the events, could negatively impact attendance and food-and-beverage sales at the events and delay or
decrease Venu's ability to generate revenues through events scheduled at the venue.

 Venu
could face similar lawsuits in other locations where it is constructing, or plans to construct, Sunset Amphitheaters based on similar
laws or other local ordinances. An adverse outcome of the appeal in Colorado could serve as precedent for claims to be brought by other
potential plaintiffs in other jurisdictions, thereby exposing Venu to greater litigation risk. Any litigation of this nature, regardless
of outcome, could result in substantial costs being incurred by Venu, management's focus and resources being diverted, Venu's
expected timelines for construction, operations, and event hosting being impeded, and loss of revenues. Any of the foregoing risks and
adverse outcomes could materially impact Venu's business, financial condition, results of operations, and/or cash flows.

 If
Venu fails to execute its business strategy, which includes identifying, acquiring, and then developing new restaurant, amphitheater,
and entertainment venue locations, and opening locations that are profitable, Venu's business could suffer.

primary means of achieving growth objectives is opening and operating new and profitable restaurants and entertainment venues, and its
outdoor amphitheaters. This strategy involves numerous risks, and Venu may not be able to open all planned new venues, and the new locations
that do open may not be profitable or as profitable as existing locations.

 A
significant risk in executing Venu's business strategy is locating, securing, and then profitably operating suitable new locations
for restaurants and music venues. Many of the larger projects Venu has undertaken, and, expects to undertake (being outdoor amphitheater
projects), require a significant land footprint to locate the building, parking and other ancillary improvements. Locating, and then
acquiring suitable sites is subject to numerous challenges, and there can be no assurance that Venu will be able to find sufficient suitable
locations or negotiate suitable purchase or lease terms for planned expansion in any future period. Economic conditions may also reduce
commercial development activity and limit the availability of attractive sites for new locations. New locations that open may experience
an adjustment period before sales levels and operating margins normalize, and even sales at successful newly opened locations likely
will not make a significant contribution to profitability in their initial months of operation. Venu's ability to open and operate
new locations successfully also depends on numerous other factors, some of which are beyond our control, including, among other items
discussed in other risk factors, the following: ability to control construction and development costs of new restaurants and venues;
ability to manage the local, state or other regulatory approvals and permits, zoning and licensing processes in a timely manner; ability
to appropriately train employees and staff the venues; consumer acceptance of venues in new markets; and ability to manage construction
delays related to the opening of a new venue. Delays or failures in opening new locations or achieving lower than expected sales in new
locations could materially adversely affect business strategy and could have an adverse effect on business and results of operations.

 Expansion
into new geographic markets may present increased risks due to relative unfamiliarity with these markets.

new venues, amphitheater and restaurant locations may be in areas in which Venu has not previously had a presence. Those new markets
may have different competitive conditions, consumer tastes, and discretionary spending patterns than current markets where Venu has operations,
which may cause new locations to be less successful than restaurants and venues in Venu's core market. An additional risk of expanding
into new markets is the potential for lower or lacking market awareness of the Venu brand. Restaurants and venues opened in new markets
may open at lower average weekly sales volumes than locations opened in Venu's core market and may have higher facility-level operating
expense ratios than in existing markets. Restaurants and venues opened in new markets may take longer to reach average unit volume and
margins, if at all, thereby affecting our overall profitability.

 The
catastrophic loss of a facility could adversely affect business.

 The
catastrophic loss of any of Venu's facilities, venues, or restaurant location due to unanticipated events, such as fires, an act
of terrorism or violent weather, would likely reduce revenues during the affected period, and such reduction would likely have a material
adverse impact on Venu's operating results, at least until Venu is operating a significant number of facilities.

operational costs may be greater than projected due to factors beyond Venu's control that slow project development and may adversely
impact Venu's profitability.

 The
costs in the restaurant and music venue industries are often underestimated and may increase by reason of factors beyond Venu's
control. Such factors may include weather conditions, legal costs, labor disputes, governmental regulations, equipment breakdowns, property
availability, governmental regulatory interference, insurance costs and other disruptions. While Venu intends to manage these costs diligently,
the risk of running over budget is always significant and may have a substantial adverse impact on the profitability of Venu. In such
event, additional sales of any of Venu's equity securities or additional financing may be required to continue the business of
Venu, and there can be no guarantee that Venu could successfully conclude such additional sales or obtain such additional financing at
all or on terms that were acceptable to Venu, which could have a materially adverse effect on Venu and its operations.

restaurants and live-music venues face intense competition, and if Venu is unable to continue to compete effectively, its business, financial
condition, and results of operations would be adversely affected.

 The
restaurant industry is intensely competitive, and Venu faces many well-established competitors. Venu competes within each market with
national and regional restaurant and retail chains and locally owned restaurants and retailers. Competition from other regional or national
restaurant and retail chains typically represents the more important competitive influence, principally because of their significant
marketing and financial resources. Venu also faces competition as a result of the convergence of grocery, deli, retail, and restaurant
services, particularly in the supermarket industry. It also faces competition from various off-premise meal replacement offerings including
but not limited to home meal kits delivery, third-party meal delivery, and catering, and the rapid growth of these channels by competitors.
Moreover, competitors can harm business even if they are not successful in their own operations by taking away customers or employees
through aggressive and costly advertising, promotions, or hiring practices. Venu competes primarily on the quality, variety, and perceived
value of menu and retail items. The number and location of restaurants, the growth of e-commerce, type of concept, quality and efficiency
of service, attractiveness of facilities, and effectiveness of advertising and marketing programs also are important factors. Venu anticipates
that intense competition will continue with respect to all of these factors. It also competes with other restaurant chains and other
retail businesses for quality site locations, management and hourly employees, and other competitive pressures that could affect both
the availability and cost of these important resources. If Venu is unable to continue to compete effectively, its business, financial
condition, and results of operations would be adversely affected.

 Venu
may face challenges in building name recognition, developing its reputation, and protecting its brand and reputation from adverse events
that may not be within Venu's control, which could adversely impact its expansion efforts, its operating results, and its ability
to attract talented performers, generate audience enthusiasm, sell tickets, and generate revenue from its venues.

 To
date, we have opened a limited number of restaurants and two indoor music venues in a total of two markets, and we opened our first outdoor
amphitheater in August 2024 in one of our existing markets. As a company with limited history and operations, to date, our name and brand
is not widely known. We believe that growing, protecting, maintaining and enhancing our name and brand recognition, and greater market
awareness for our venues, is integral to our success in our current markets, particularly as we open Ford Amphitheater and as we seek
to expand into new markets. Growing, protecting, maintaining and enhancing our brand will depend largely on our ability to develop and
maintain venues that are desirable for performers and attendees both at the time of their opening and over time. This will depend on,
other things, our ability to develop and maintain venues with features and amenities that are desirable for performers and attendees,
and differentiate our venues from others, which we may not do successfully. The value of our name and brand may decline if we are unable
to maintain our brand and venues as being disruptive, high quality and unique in the live music industry. Successfully growing and maintaining
our brand will depend largely on the effectiveness of our marketing efforts, our ability to open venues that prove successful and desirable
in the industry (both for performers and attendees), and our ability to continue to open, develop and successfully differentiate our
venues from competing facilities. Delays in opening venues, cancellations of planned shows (for various reasons), security and safety
concerns related to our venues, negative publicity or reviews, negative experiences of performers or attendees, needed infrastructure
upgrades and repairs that will occur from time to time, or other operational challenges may harm our reputation and brand. Unfavorable
media coverage, negative publicity, or negative public perception about us or our venues, our industry, or actual or perceived negative
experiences of performers or attendees at our venues may also harm our reputation and our brand. If events occur that damage our reputation
and brand, our ability to grow revenues from our existing venues and to expand into new markets may be impaired, and our business, financial
condition and results of operations may be harmed.

 We
also believe that the importance of name and brand recognition will increase as competition in our current or prospective markets increases,
and the promotion of our venues, name, and brand may require substantial expenditures. We have invested, and expect to continue to invest,
resources to increase our name and brand awareness, both generally and in specific geographies and to specific intended customer groups.
There can be no assurance that our brand development strategies and investment of resources will enhance recognition of the Venu (or
Venu) brand or name, or lead to increased demand for our venues. If our efforts to protect and promote our name and brand are not successful,
our business, financial condition and results of operations may be adversely affected. In addition, even if our name and brand recognition
and loyalty increases, revenue may not increase at a level commensurate with our marketing spend.

 The
entertainment business in which Venu operates is highly sensitive to customer tastes. The success of Venu's business depends on
Venu's (and its contractual partners') ability to attract popular artists and other live events to its venues. Venu and its
partners may be unable to book events that generate demand, or anticipate or respond to changes in consumer preferences, which may result
in decreased attendance at concerts and events hosted at Venu's venues.

 The
success of Venu's business depends, in part, upon its ability to offer live entertainment venues that are popular with customers.
Moreover, Venu expects to rely, in part, on third parties (such as AEG Presents — Rocky Mountains, LLC, with whom Venu has entered
into an operating agreement for Ford Amphitheater in Colorado Springs) to book events and acts at Venu's venues. Although the agreements
include performance targets as it relates to show and attendance numbers, the parties' entry into these agreements do not assure
that AEG or any other operator will be successful in booking a specific number of events at a particular venue in a given year. In addition,
Venu is obligated to split certain venue and event costs and revenues with these third-party operators and may also be required to make
other accommodations to those parties in connection with their agreement to serve as the operator of a venue, such as providing the operator
with a right of first offer for future venues that Venu constructs. There may be a limited number of popular artists, groups, or events
that can attract audiences to venues and Venu's business would suffer to the extent that its venues are unable to attract such
artists, groups, and events to perform at its venues, or its third-party contractual partners are unable to perform under their agreements
with Venu or to fulfill the parties' expectations.

 Moreover,
the live music industry competes with other forms of entertainment for consumers' discretionary spending. Within this industry,
Venu competes with other venues to book artists in the markets in which it currently (or plans to) promotes music concerts, and Venu
faces competition from other promoters and venue operators. Competitors compete with Venu for key employees who may have relationships
with popular music artists and who have a history of being able to book such artists for concerts and tours. These competitors may engage
in more extensive development efforts, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies, and make
more attractive offers to existing and potential artists. Competitors may develop services, advertising options, or music venues that
are equal or superior to those Venu provides or that achieve greater market acceptance and brand recognition. Across the live music industry,
it is possible that new competitors may emerge and rapidly acquire a significant market share.

success depends, in significant part, on entertainment and leisure events and economics, and other factors adversely affecting such events
could have a material adverse effect on business, financial condition, and results of operations.

 A
decline in attendance at or reduction in the number of live entertainment and leisure events may have an adverse effect on revenue and
operating income. In addition, during periods of economic slowdown and recession, many consumers have historically reduced their discretionary
spending and advertisers have reduced their advertising expenditures. The impact of economic slowdowns on business is difficult to predict,
but they may result in reductions in ticket sales, sponsorship opportunities and Venu's ability to generate revenue. The risks
associated with Venu's businesses may become more acute in periods of a slowing economy or recession, which may be accompanied
by a decrease in attendance at live entertainment, sporting, and leisure events. Many of the factors affecting the number and availability
of live entertainment and leisure events are beyond Venu's control. Venu's success depends, in significant part, on entertainment
and leisure events and economic and other factors adversely affecting such events could have a material adverse effect on business, financial
condition and results of operations. A decline in attendance at or reduction in the number of live entertainment and leisure events may
have an adverse effect on revenue and operating income. In addition, during periods of economic slowdown and recession, many consumers
have historically reduced their discretionary spending and advertisers have reduced their advertising expenditures. The impact of economic
slowdowns on business is difficult to predict, but they may result in reductions in ticket sales, sponsorship opportunities and Venu's
ability to generate revenue. The risks associated with its businesses may become more acute in periods of a slowing economy or recession,
which may be accompanied by a decrease in attendance at live entertainment, sporting, and leisure events.

business depends on discretionary consumer and corporate spending, which may be impacted by market volatility and challenging economic
conditions.

 Many
factors related to corporate spending and discretionary consumer spending, including economic conditions affecting disposable consumer
income, unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and
inflation can significantly impact Venu's operating results. Business conditions, as well as various industry conditions, including
corporate marketing and promotional spending and interest levels, can also significantly impact Venu's operating results. These
factors can affect attendance at Venu's events, sponsorship, advertising and hospitality spending, concession and merchandise sales,
as well as the financial results of any sponsors of Venu's venues, events, and the industry. Negative factors such as challenging
economic conditions and public concerns over terrorism and security incidents, particularly when combined, can impact corporate and consumer
spending, and one negative factor may impact Venu's results more than another. There can be no assurance that consumer and corporate
spending will not be adversely impacted by current economic conditions, or by any future deterioration in economic conditions, thereby
possibly impacting Venu's operating results and growth.

 Portions
of Venu's business are subject to seasonal fluctuations and its operating results and cash flow likely will vary from period to
period.

 A
significant portion of Venu's future growth projections stem from the suite of outdoor amphitheaters it intends to construct and
own. Those venues will hold larger, and more consistent events in the second and third fiscal quarters. As a result Venu's revenues
and expenses are expected to be seasonal in nature and operating results and cash flow likely will reflect significant variation from
period to period. Consequently, period-to-period comparisons of our operating results may not necessarily be meaningful and the operating
results of one period are not indicative of our financial performance during a full fiscal year. This variability may adversely affect
Venu's business, results of operations and financial condition.

 Poor
weather adversely affects attendance at live music events, which could negatively impact Venu's financial performance from period
to period.

 A
significant portion of Venu's business is the hosting and promotion of live music events. Weather conditions surrounding these
events affect sales of tickets, concessions, and merchandise, among other things. Poor weather conditions can have a material impact
on results of operations particularly because Venu can only promote and/or ticket a finite number of events. Increased weather variability
due to climate change exacerbates weather-related issues. Due to weather conditions, Venu may be required to cancel or reschedule an
event to another available day or a different venue, which would increase costs for the event and could negatively impact the attendance
at the event as well as concession and merchandise sales. Poor weather can affect current periods as well as successive events in future
periods.

 There
is a risk of personal injuries and accidents in connection with live music events, which could subject Venu to personal injury or other
claims and increase expenses, as well as reduce attendance at its live music events, causing a decrease in revenue.

 There
are inherent risks involved with organizing and producing live music (and other entertainment) events. As a result, personal injuries
and accidents may occur in the future, from time to time, which could subject Venu to claims and liabilities for personal injuries. Incidents
in connection with Venu's live music events at any of its venues that its owns or rents could also result in claims, reducing operating
income or reducing attendance at its events, which could cause a decrease in revenue. In addition, while Venu has security protocols
in place at its events, illegal drug use or alcohol consumption at events could result in negative publicity, adverse consequences (including
illness, injury, or death) to the persons engaged in such activities or others, and litigation against Venu. While Venu maintains insurance
policies that provide coverage within limits that are sufficient, in management's judgment, to protect it from material financial
loss for personal injuries sustained by persons at its venues or events or accidents in the ordinary course of business, there can be
no assurance that such insurance will be adequate at all times and in all circumstances.

 The
sale of food and prepared food products for human consumption involves a risk of injury to customers.

 Such
injuries may result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign
objects, substances, chemicals, other agents, or residues introduced during the growing, storage, handling, and transportation phases.
Additionally, many of the food items on the restaurants Venu owns contain beef and chicken. The preferences of customers toward beef
and chicken could be affected by changes in consumer health or dietary trends and preferences regarding meat consumption or health concerns
and publicity concerning food quality, illness, and injury generally. In recent years there has been publicity concerning E. Coli bacteria,
hepatitis A, "mad cow" disease, "foot-and-mouth" disease, salmonella, African swine fever, peanut and other food
allergens, and other public health concerns affecting the food supply, including beef, chicken, pork, dairy and eggs. In addition, government
regulations or the likelihood of government regulation could increase the costs of obtaining or preparing food products. A decrease in
guest traffic to venues, a change in mix of products sold or an increase in costs as a result of these health concerns either in general
or specific to operations could result in a decrease in sales or higher costs to venues that would materially harm business.

 The
price and availability of food, ingredients, retail merchandise, transportation, distribution, and utilities used by Venu's venues
could adversely affect revenues and results of operations.

 Venu
is subject to the general risks of inflation, and Venu's operating profit margins and results of operations depend significantly
on its ability to anticipate and react to changes in the price, quality and availability of food and other commodities, ingredients,
retail merchandise, transportation, distribution, utilities, and other related costs over which Venu has limited control. Fluctuations
in economic conditions, weather, demand, and other factors affect the availability, quality and cost of the ingredients and products
that Venu buys. Furthermore, many of the products that Venu uses and their costs are interrelated. Changes in global demand for corn,
wheat and dairy products could cause volatility in the feed costs for poultry and livestock. The effect of, introduction of, or changes
to tariffs or exchange rates on imported retail products or food products could increase costs and possibly affect the supply of those
products. Changes in demand for over the road transportation and distribution services could cause volatility, increase costs, and affect
operating margins. In addition, food safety concerns, widespread outbreaks of livestock and poultry diseases, such as, among other things,
the avian flu and African swine fever, and product recalls, all of which are out of Venu's control, and, in many instances, unpredictable,
could also increase costs and possibly affect the supply of livestock and poultry products. Venu's operating margins are also affected,
whether as a result of general inflation or otherwise, by fluctuations in the price of utilities such as natural gas and electricity,
on which Venu's locations depend for much of their energy supply. Venu's inability to anticipate and respond effectively
to one or more adverse changes in any of these factors could have a significant adverse effect on its results of operations.

 Recent
inflationary pressures have materially impacted our business operations, particularly in connection with increased supply costs, labor
cost pressures, and changes in consumer behavior and discretionary spending, all of which have impacted our business decisions and profitability.
The costs for essential ingredients needed for our restaurants and entertainment venues have substantially increased over the past year.
According to the Bureau of Labor Statistics and the National Restaurant Association, wholesale food prices increased 9.7% from February
2023 to February 2024 and have risen across a broad spectrum of commodities. For example, looking at producer prices for commodities
from February 2023 to February 2024, price increases have occurred in chicken eggs of 183.3%, potatoes of 23.0%, fresh fruits and melons
of 16.2%, coffee of 14.2%, pork of 10.4%, beef and veal products of 9.5%, and sugar and confectionary of 9.4%. As a result of the widespread
upward pressure on the prices of essential commodities, we have had to pay higher prices to our suppliers for food, beverage, and other
materials necessary for our operations. Although we have passed a portion of these costs onto our customers through increases in our
menu prices, because we provide moderately priced products, Venu may not seek to or be able to pass along price increases to our customers
sufficient to completely offset the cost increases we have incurred. Our ability to fully pass on increased costs to consumers is restricted
by the potential for reduced customer demand. As a result, we have absorbed some of the cost increases, which negatively affects our
margins and puts further pressure on our bottom line.

 We have also seen changes in consumer behavior that
we attribute to inflationary pressures, particularly impacting consumers' discretionary-spending behaviors. We have observed that
customers are more cautious about the overall costs of food, beverages, and spending on non-essential items and activities such as dining
at restaurants, purchasing tickets for live entertainment concerts and shows, and purchasing food and drinks during events. If persistent,
this shift in consumer-spending pattern may result in lower demand for both our restaurant offerings and live entertainment events, which
would negatively affect our revenue.

 If inflationary pressures are persistent or worsen,
Venu's business could be further negatively impacted by rising supply costs and changes in consumer behavior, which could result
in additional price increases, reduced demand for our restaurant and event offerings, and continued pressure on our profitability. Any
of those negative results could materially adversely affect our financial condition and results of operations.

 Venu and its venues may be adversely affected
by the occurrence of extraordinary events, such as terrorist attacks or disease epidemics.

 The occurrence and threat of extraordinary events,
such as terrorist attacks, intentional or unintentional mass-casualty incidents, public health concerns such as contagious disease outbreaks,
natural disasters, or similar events, may deter artists from touring and/or substantially decrease the use of and demand for services
and the attendance at live music events, which may decrease revenue or expose Venu to substantial liability. The terrorism and security
incidents in the past, military actions in foreign locations, periodic elevated terrorism alerts and fears from publicized contagious
disease outbreaks have raised numerous challenging operating factors, including public concerns regarding air travel, military actions
and additional national or local catastrophic incidents, causing a nationwide disruption of commercial and leisure activities.

 In the event of actual or threatened terrorism events,
some artists may refuse to travel or book tours, which could adversely affect business. Attendance at events may decline due to fears
over terrorism and contagious disease outbreaks, which could adversely impact operating results. While it is constantly evaluating the
security precautions for events in an effort to ensure the safety of the public, no security measures can guarantee safety and there
can be no assurances that it won't face liabilities, which could be substantial and materially impact our operating results, in
connection with such terrorist attacks at events.

 While Venu has health and safety programs designed
to mitigate the risks that are inherent in the staging of concerts and other events, as well as those associated with extraordinary occurrences
or actions that may take place at events, there can be no assurances that these programs will be sufficient to fully cover every possibility.
Despite Venu's best efforts, some occurrences or actions are difficult to foresee and adequately plan for, which could lead to
fan, vendor, or employee harm resulting in fines, penalties, legal costs, and reputational risk that could materially and adversely impact
our business and results of operations.

 Health concerns, government regulation relating
to the consumption of food products, and widespread infectious diseases could impact consumer preferences and negatively affect results
of operations.

 Much like the COVID-19 pandemic, the United States
and other countries have experienced, or may experience in the future, outbreaks of other viruses, such as norovirus, the bird/avian
flu, or other diseases. As experienced with the COVID-19 pandemic, if a regional or global health pandemic occurs, depending upon its
location, duration, and severity, Venu's business could be severely affected. In the event a health pandemic occurs, customers
might avoid public places, and local, regional, or national governments might limit or ban public gatherings to halt or delay the spread
of disease. Jurisdictions in which we have restaurants and venues may impose mandatory closures or impose restrictions on operations.
If a virus is transmitted by human contact or respiratory transmission, employees or guests could become infected, or could choose, or
be advised, to avoid gathering in public places, any of which would adversely affect restaurant guest traffic or perform functions at
the corporate level. A regional or global health pandemic might also adversely affect business by disrupting or delaying production and
delivery of materials and products in supply chain and causing staffing shortages in our stores.

 Risks Related to Governmental Regulation

 Venu is subject to extensive governmental regulation
and changes in these regulations and its failure to comply with them may have a material negative effect on the Company's business
and results of operations.

 Venu's business is subject to the general powers
of federal, state and local governments, including those outlined below.

 Venue-related Permits/Licenses. Venu's
venues, like all public spaces, are subject to building and health codes and fire regulations imposed by state and local government as
well as zoning and outdoor advertising and signage regulations. Venu also requires a number of licenses in multiple jurisdictions to
operate, including, but not limited to, occupancy permits, exhibition licenses, food and beverage permits, liquor licenses, signage entitlements
and other authorizations. Failure to receive or retain, or the suspension of, liquor licenses or permits could interrupt or terminate
our ability to serve alcoholic beverages at our venue. Additional regulation relating to liquor licenses may limit our activities in
the future or significantly increase the cost of compliance, or both. Venu is subject to "dram shop" statutes in certain
states, which generally provide that serving alcohol to a visibly intoxicated or minor patron is a violation of the law and may provide
for strict liability for certain damages arising out of such violations. Venu's liability insurance coverage may not be adequate
or available to cover any or all such potential liability. Any failure to maintain these permits or licenses could have a material negative
effect on Venu's business and results of operations.

 Public Health and Safety. As a result
of government mandated assembly limitations and closures implemented in response to the COVID-19 pandemic, Venu's revenues declined
substantially in 2020 and 2021. There can be no assurance that some or all of these restrictions will not be imposed again in the future
due to future outbreaks of COVID-19 (including variants) or another pandemic or public health emergency. Venu is unable to predict what
the long-term effects of these events, including renewed government regulations or requirements, will be. For example, future governmental
regulations adopted in response to a pandemic may impact the revenue we derive and/or the expenses we incur from the events that we choose
to host, such that events that were historically profitable would instead result in losses.

 Environmental Laws. The amphitheaters
and venues Venu develops are subject to federal, state, and local environmental laws and regulations relating to the use, disposal, storage,
emission and release of hazardous and non-hazardous substances, as well as zoning and noise level restrictions which may affect, among
other things, the operations of our venues. Compliance with these regulations and the associated costs may be heightened as a result
of the purchase, construction or renovation of a venue. Additionally, certain laws and regulations could hold the Company strictly, jointly
and severally responsible for the remediation of hazardous substance contamination at its facilities or at third-party waste disposal
sites, as well as for any personal injury or property damage related to any contamination. Venu's commercial general liability
and/or the pollution legal liability insurance coverage may not be adequate or available to cover any or all such potential liability.

 Data Privacy. Venu is subject to various
data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage,
processing and use of personal information or personal data, which among other things, impose certain requirements relating to the privacy
and security of personal information. The variety of laws and regulations governing data privacy and protection, and the use of the internet
as a commercial medium, are rapidly evolving, extensive and complex, and may include provisions and obligations that are inconsistent
with one another or uncertain in their scope or application.

 The data protection landscape is rapidly
evolving in the United States. As Venu's operations and business grow, it may become subject to or affected by new or
additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities. For example,
California has passed a comprehensive data privacy law, the California Consumer Privacy Act of 2018 (the " CCPA "),
and a number of other states, including Virginia, Colorado, Utah and Connecticut, have also passed similar laws, and various
additional states may do so in the near future. Further, there are several legislative proposals in the United States, at both the
federal and state level, that could impose new privacy and security obligations. Venu has not yet determined the impact that these
future laws and regulations may have on its business. In addition, governmental authorities and private litigants continue to bring
actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive.

 Venu's business is, and may in the future be,
subject to a variety of other laws and regulations, including licensing, permitting, working conditions, labor, immigration and employment
laws; health, safety and sanitation requirements; and compliance with the Americans with Disabilities Act (and related state and local
statutes).

 Any changes to the legal and regulatory framework
applicable to Venu's business could have an adverse impact on its businesses and its failure to comply with applicable governmental
laws and regulations, or to maintain necessary permits or licenses, could result in liability or government actions that could have a
material negative effect on Venu's business and results of operations.

 Zoning and governmental approvals could hinder,
delay, or completely inhibit Venu's ability to own, develop, lease, and construct upon the real estate upon which it intends to
build new restaurants and venues.

 Real estate development and ownership is subject
to extensive regulation related to zoning, land use, building design, taxation, construction materials, warranties, environmental protection,
and workplace safety, among others. Projects may be subject to legal challenges brought by governmental authorities or private parties.
Local governments may enact growth control initiatives, annexation or building restrictions, impose moratoriums to restrict development
or other adverse economic or monetary policies, impose nuisances and other conditions on development of particular sites, and increase
the fees imposed on developers to fund roads, schools, open spaces, or affordable housing. Any of the foregoing could prevent Venu from
undertaking or completing a particular project, impair its ability to sell or dispose of certain properties, force it to implement design
changes, increase the cost of obtaining the necessary approvals, and/or cause delays in the approval process.

 Various components of the construction and development
of new venue locations will require approvals from local government officials or agencies. Land-use regulations, construction permits,
and other regulatory requirements at the state and local level can require significant time and knowledge to obtain. There is no assurance
that these regulatory requirements can be satisfied or will not be delayed due to factors beyond Venu's control or otherwise. Failure
to obtain the required approvals in a timely manner, or at all, may result in delays or abandonment of site locations Venu is developing
or plan to develop. Any funds spent by Venu prior to that determination may be lost.

 Venu's ability to meet labor needs while
controlling costs is subject to external factors such as unemployment levels, minimum wage legislation, health care legislation, payroll
taxes and changing demographics.

 Many employees are hourly workers whose wages are
affected by increases in the federal or state minimum wage or changes to tip credits. Tip credits are the amounts an employer is permitted
to assume an employee receives in tips when the employer calculates the employee's hourly wage for minimum wage compliance purposes.
Increases in minimum wage levels and changes to the tip credit have been made and continue to be proposed at both federal and state levels.
As minimum wage rates increase, the Company may need to increase not only the wages of minimum-wage employees but also the wages paid
to employees at wage rates that are above minimum wage. If competitive pressures or other factors prevent the Company from offsetting
increased labor costs by increases in prices, profitability may decline.

 The restaurant business is subject to a significant
amount of regulation and licensing requirements that could adversely affect our business or require changes to our business practices.

 The Company's business is subject
to various federal, state, and local government regulations, including those relating to food safety and disclosure, alcoholic beverage
sale and control, public accommodations, and public health and safety. These regulations are subject to continual changes and updating.
Difficulties or failures in obtaining or maintaining the required licenses and approvals or maintaining compliance with existing or newly
enacted requirements could delay the opening or affect the continued operation and profitability of one or more restaurants in a particular
area.

 The regulatory environment surrounding information
security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements.

 Compliance with consumer-privacy laws, payment-card
security standards, data-storage regulations, and other laws and regulations that aim to protect customers' data privacy may result
in cost increases due to necessary system changes and the development of new administrative processes. In addition, customers and employees
have a high expectation that Venu will adequately protect their personal information. For example, in connection with credit and debit
card sales, Venu transmits confidential card information. Third parties may have the technology or know-how to breach the security of
this customer information, and security measures and those of its technology vendors may not effectively prevent others from obtaining
improper access to this information. If Venu fails to comply with the laws and regulations regarding privacy and security or experience
a security breach, it could be exposed to risks of data loss, regulatory investigations and/or penalties, a loss of the ability to process
credit and debit card payments, substantial inconvenience or harm to guests, litigation, and serious disruption of operations. Additionally,
any resulting negative publicity could significantly harm Venu's reputation and damage its relations with guests. As privacy and
information security laws, regulations and practices change and cyber risks continue to evolve, Venu may incur additional costs to ensure
it remains in compliance and protect guest, employee, and Company information.

 Various federal and state employment laws govern
the relationship between the Company and its employees and affect the Company's operating costs.

 State and federal employment laws govern minimum
wage requirements, overtime pay, meal and rest breaks, unemployment tax rates, workers' compensation rates, citizenship or residency
requirements, labor relations, child labor regulations, and discriminatory conduct. Additional government-imposed increases in federal
and state minimum wages, overtime pay, paid leaves of absence, and mandated health benefits, increased tax reporting and tax payment
requirements for employees who receive tips or a reduction in the number of states that allow tips to be credited toward minimum wage
requirements could harm operating results.

 General Business and Personnel Risks

 A material disruption in information technology,
network infrastructure and telecommunication systems could adversely affect business and results of operations.

 Venu relies extensively on information technology
across operations, including, but not limited to, point of sales processing, supply chain management, retail merchandise allocation and
distribution, labor productivity and expense management. Its business depends significantly on the reliability, security, and capacity
of information technology systems to process these transactions, summarize results, manage, and report on business and supply chain.
Its information technology systems are subject to damage or interruption from power outages, computer, network, cable system, internet
and telecommunications failures, computer viruses, security breaches, catastrophic events such as fires, floods, earthquakes, tornadoes,
hurricanes, acts of war or terrorism, and usage errors by our employees. If Venu's information technology and telecommunication
systems are damaged or cease to function properly, it may have to make a significant investment to repair or replace them and could suffer
loss of critical data and interruptions or delays in operations in the interim. Any material interruption in information technology and
telecommunication systems could adversely affect business or results of operations. In addition, some of these essential technology-based
business systems are outsourced to third parties. While Venu makes efforts to ensure that its outsourced providers are observing proper
standards and controls, it cannot guarantee that breaches, disruptions, or failures caused by these providers will not occur.

 A privacy breach or cybersecurity attack could
adversely affect Venu's business and operations.

 The protection of customer, employee, and Company
data is critical to Venu. It is subject to laws relating to information security, privacy, cashless payments, consumer credit, and fraud.
Additionally, an increasing number of government and industry groups have established laws and standards for the protection of personal
and health information. As a merchant and service provider of point-of-sale services, Venu is also subject to the Payment Card Industry
Data Security Standard issued by the Payment Card Industry Council.

 Failure to maximize or to successfully protect
and assert Venu's intellectual property rights could adversely affect business and results of operations.

 Venu relies on trademark, unfair competition, trade
secret, and copyright laws to protect its intellectual property rights. Venu has registered certain trademarks and service marks with
appropriate governmental authorities, but there can be no guarantee that these intellectual property rights will be maximized or that
they can be successfully asserted. There is a risk that Venu will not be able to obtain and perfect its own intellectual property rights,
or, where appropriate, to license intellectual property rights necessary to support new product introductions or other brand extensions.
There is no guarantee that these rights, if obtained, will not be invalidated, circumvented, or challenged in the future. Venu's
failure to protect or successfully assert its intellectual property rights could make it less competitive and could have an adverse effect
on Venu's business and results of operations.

 We may be subject to claims that we infringed
upon certain third-party intellectual property rights, which, even if meritless, could be costly to defend and could adversely affect
our business, results of operations, financial condition, and prospects.

 The success of our business depends, in part, on
our success in developing and marketing our products and services without infringing, misappropriating, or otherwise violating the intellectual
property rights of third parties. However, from time to time, we may be subject to legal proceedings and other claims in the ordinary
course of business alleging infringement of third-party intellectual property rights. Third parties may be able to successfully challenge,
oppose, invalidate, render unenforceable, dilute, misappropriate, or circumvent our trademarks and other intellectual property rights,
even if we were unaware that our products or services are infringing, misappropriating, or otherwise violating third-party intellectual
property rights.

 We cannot predict the outcome of lawsuits and cannot
ensure that the results of any such claims will not adversely affect our business, results of operations, financial condition, or prospects.
Our failure to protect our intellectual property rights in a meaningful manner could damage our reputation, erode our brand names and
other IP, and strain or harm our business relationships. Accordingly, litigation may be necessary to determine the validity and scope
of proprietary rights claimed by third parties, assert and enforce our intellectual property rights, and defend against third-party infringement
claims. Defending against such claims would be costly and time-consuming. Any such litigation or claims, regardless of merit or outcome,
could cause us to incur significant expenses and could divert our management and resources. If successfully asserted against us, such
claims could inhibit our ability to offer certain products or services, require us to pay substantial costs and damages, force us to
obtain licenses to continue our operations, compel us to adopt costly re-designs or modifications, or subject us to other unfavorable
terms.

 Venu is involved in a number of related-party
transactions.

 Many of the officers, directors, and principal shareholders
of Venu (and its subsidiaries) are involved in Venu's management and operations, including in roles as officers, directors, managers,
and/or equity holders of Hospitality Income & Asset, LLC and 13141 BP, LLC, and landlords to three of Venu's operating subsidiaries:
BBST, BBP, and Notes. Furthermore, several shareholders are members of Venu's landlords in Gainesville, Georgia. Additionally,
many of the founders, officers, directors, and shareholders of Venu (and its subsidiaries) are involved as officers, directors, and executives
of Roth Industries, the parent company of Roth Premium Foods, LLC, which is the licensee of the counterparty to the Bourbon Brothers
licensing agreement. For a description of the related-party transactions involving Venu, its subsidiaries, and its management, see the
" Certain Relationships and Related-Party Transactions " section of this Annual Report.

 Venu is dependent on its key personnel and
will need to hire additional personnel. Venu's hiring abilities may be strained by current employment trends and economic conditions.

 Venu's future successes depend on its ability
to identify, attract, hire, train, retain and motivate highly skilled executive, technical, sales and marketing, business development,
and store level personnel including restaurant managers and kitchen managers. Venu is currently particularly dependent on the efforts
of JW Roth. The loss of Mr. Roth would likely have a significant negative impact on Venu's operations and growth strategies. Competition
for qualified personnel may be intense. If Venu fails to successfully attract, assimilate, and retain a sufficient number of such personnel,
its business will suffer.

 Venu's officers, directors, and principal
shareholders collectively own a substantial portion of our Common Stock.

 Collectively, Venu's officers and
directors beneficially own approximately 39.9% of our outstanding Common Stock as of March 15, 2025. Specifically, JW Roth, our
Chairman, Chief Executive Officer, and founder, beneficially owns approximately 34.2% of the voting power of our Common Stock;
Robert Mudd, our Senior Vice President of Construction and Market Expansion, beneficially owns approximately 1.8%; Heather Atkinson,
our Chief Financial Officer, Secretary, and one of our directors, beneficially owns approximately 1.3%; Mitchell Roth, one of our
directors, beneficially owns approximately 1.7%; and each of our other officers and directors beneficially own less than 1%. As a
result, shareholders may face challenges in affecting matters involving our Company, including:

 the composition of our Board of Directors
and, through it, any determination with respect to our business direction and policies, including the appointment and removal of officers;

 any determination with respect to mergers
or other business combinations;

 our acquisition or disposition of assets;
and

 our corporate financing activities.

 Our officers, directors, and principal shareholders
may act in concert to significantly influence these and other matters requiring shareholder approval. Furthermore, this concentration
of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination that might
otherwise be beneficial to our shareholders. This significant concentration of share ownership may also adversely affect the trading
price for our Common Stock because investors may perceive disadvantages in owning stock in a company that is controlled by a small number
of shareholders.

 Venu's officers and directors do not
owe a duty of exclusivity to Venu.

 Venu's officers and directors are not required
to devote all of their business time to Venu as their sole and exclusive function or business. Certain members of our management team have other
business interests and may engage in other activities and pursue other business opportunities in addition to those relating to Venu.
Neither Venu nor any shareholder has any right to share or participate in such other investments or activities of management or to the
income or proceeds derived therefrom.

 Venu is dependent on attracting and retaining
qualified employees while also controlling labor costs.

 Venu's business is dependent on attracting
and retaining a large and growing number of qualified employees. Availability of staff varies widely from location to location. Many
staff members are in entry-level or part-time positions, typically with high turnover rates. High turnover of store management and staff
would cause Venu to incur higher direct costs associated with recruiting, training, and retaining replacement personnel. Management turnover
as well as general shortages in the labor pool can cause venues to operate with reduced staff, which negatively affects the ability to
provide appropriate service levels to customers. The market for the most qualified talent continues to be competitive and Venu must provide
competitive wages, benefits, and workplace conditions to maintain the most qualified employees. Competition for qualified employees exerts
upward pressure on wages paid to attract such personnel, resulting in higher labor costs, together with greater recruiting and training
expenses.

 Global economic and market uncertainty may
adversely impact Venu's business and operating results.

 Uncertain global and macro-economic conditions have
in the past and may in the future adversely impact Venu's business. The current uncertainty in the worldwide economic environment
together with other unfavorable changes in economic conditions, such as heightened inflation and interest rate increases currently being
experienced or implemented by most developed economies, as well as recessions that have affected major countries, may negatively impact
consumer confidence and spending, ultimately causing Venu's customers to postpone purchases and may ultimately impact our profitability.
Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and
financial markets. Venu could experience period-to-period fluctuations in operating results due to general industry or economic conditions
and volatile or uncertain economic conditions can adversely impact sales and profitability and make it difficult for Venu to accurately
forecast and plan its future business activities. Furthermore, inflationary pressure and increases in interest rates may negatively impact
revenue, earnings and demand for Venu's service and venue offerings. During challenging economic times, Venu's current or
potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to visit Venu's
restaurants and venues.

 Risks
Related to Ownership of Our Common Stock

 The
stock price of our Common Stock may be volatile or may decline regardless of our operating performance.

 An
active or liquid market in our Common Stock may not be sustainable. An inactive market may also impair our ability to raise capital by
selling shares of our Common Stock and may impair our ability to enter into strategic partnerships or acquire companies or products by
using our shares of Common Stock as consideration.

 We
do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our Common Stock.

 We
do not anticipate paying cash dividends on our Common Stock in the foreseeable future. The payment of dividends on our Common Stock will
depend on earnings, financial condition, and other business and economic factors affecting it at such time as the Board of Directors
may consider relevant. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will occur
only if our stock price appreciates.

 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 claims for rescission by investors that participated in the initial public offering.

of the Company's special purpose entity (" SPE ") subsidiaries have conducted exempt private offerings of membership
interests (" Subsidiary Offerings "). The Subsidiary Offerings have often been generally referenced by the Company as
"firepit suite" sales (with a key focus being on a holder's right to use and "own" a specific firepit suite
in a specific amphitheater and on the real property asset owned by the particular SPE subsidiary). Having third parties own certain stakes
or rights in SPE assets, and being afforded various in-kind rights and benefits for their use at specific venues, has lent to the Company's
general mantra of being "fan owned."

 In
connection with these Subsidiary Offerings, the Company's SPE subsidiaries marketed the Subsidiary Offerings through various general
solicitation efforts and communications (" Subsidiary Communications "), including posting references to or information
about the Subsidiary Offering investment opportunities to the Company's website, which described the type of security being offered
by each specific subsidiary, the venue and geographic location each such Subsidiary Offering related to, and the anticipated benefits
to prospective investors in each SPE subsidiary, as well as forms of print or other broadcast media that was generally geographically
targeted to prospective investors in a given market where a venue was set to be developed.

 The
Subsidiary Communications related or eluded solely to opportunities in certain of the Company's SPE subsidiaries and, unlike the
initial public offering conducted by the Company pursuant to the registration statement of which the initial-public-offering prospectus
was a part, did not in any way relate to a prospective investment in the Company as a whole, or to the Company's offering of Common
Stock at the parent corporation level.

 The
Company does not believe that the Subsidiary Communications and marketing efforts described above constitute a violation of Section 5
of the Securities Act or of applicable provisions of state securities laws. However, if such communications were held by a court to be
"offers" in violation of Section 5 of the Securities Act or applicable provisions of state securities laws with respect to
the initial public offering that the Company previously conducted, purchasers of shares of Common Stock in the initial public offering
may have rescission rights or claims for damages. Upon exercise of any such rescission rights, the Company could be required to repurchase
the shares sold to investors in the initial public offering, for any consideration determined to have been paid for such shares, with
interest thereon, less the amount of any income received therefrom, or for damages if the shares are no longer owned by any such investor,
for a period of one year following the date of the violation. Similar remedies could be available to investors under state securities
laws. The amount of any such potential liability is uncertain. The Company would contest vigorously any claim that a violation of the
Securities Act or applicable provisions of state securities law occurred.

 Widespread
market volatility and fluctuations in the share price of our Common Stock could expose us to costly securities litigation.

 In
the past, following periods of market volatility, public company shareholders have often instituted securities class action litigation.
If we were involved in securities litigation, it could impose a substantial cost upon us and divert the resources and attention of our
management from our business.

 Our
ability to use our net operating loss carry-forwards and certain other tax attributes may be limited.

 Under
Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an "ownership change" (generally
defined as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporation's ability to
use its pre-change net operating loss carry-forwards and other pre-change tax attributes (such as research tax credits) to offset its
post-change income may be limited. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership,
including from transactions we may consummate in the succeeding three-year period. As a result, if we earn net taxable income, our ability
to use our pre-change net operating loss carry-forwards to offset U.S. federal taxable income may be subject to limitations, which could
result in increased future tax liability.

 Our
Articles of Incorporation permit "blank check" Preferred Stock, which can be designated by our Board of Directors without
shareholder approval.

 Our
Amended and Restated Articles of Incorporation (our " Articles of Incorporation ") authorize the Board to issue up to
5,000,000 shares of Preferred Stock, which may be issued from time to time in one or more series, each of which will have a distinctive
designation or title as determined by our Board. To date, we have not denominated any series of Preferred Stock. Our Articles of Incorporation
authorize the Board to establish the designations, preferences, limitations, restrictions, and relative rights of the Preferred Stock
and any variations in the relative rights and preferences as between different series of Preferred Stock in accordance with the CBCA.
As such, the Board could establish a series of Preferred Stock with enhanced dividend rights, rights of redemption, sinking funds to
pay dividends, liquidation, and other rights that would be different than, and preferential to, the rights of the holders of our Common
Stock. Because our Board is able to designate the powers and preferences of the Preferred Stock without the vote of a majority of our
shareholders, holders of our Common Stock will have no control over what designations and preferences any newly designated Preferred
Stock will have.

provisions in our Governance Documents could make a merger, acquisition, other change in control, tender offer, or proxy contest more
difficult and may prevent shareholder attempts to replace or remove our current management, which could depress the trading price of
our Common Stock.

provisions in our Articles of Incorporation and our Bylaws (our " Bylaws "; together with our Articles of Incorporation,
our " Governance Documents ") could depress the trading price of our Common Stock by acting to discourage, delay, or
prevent a merger, acquisition, tender offer, proxy contest, or other change in control of us or change in our management that our shareholders
may deem favorable or advantageous, including transactions in which shareholders might otherwise receive a premium for their shares.
These provisions could limit the price that investors are willing to pay in the future for our Common Stock, thereby depressing the market
price of our Common Stock. In addition, because our Board is responsible for appointing the members of our management team, these provisions
may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for
shareholders to replace members of our Board. Among other things, these provisions:

permit the Board to establish and change the authorized number of directors and to fill any vacancies and newly created directorships;

authorize the issuance of "blank check" Preferred Stock that our Board could use to implement a shareholder rights plan,
or so-called "poison pill," that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing
acquisitions that have not been approved by our Board;

establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted upon by shareholders
at annual shareholder meetings; and

authorize the Board to adopt, amend, or repeal our Bylaws.

 Any
provision in our Governance Documents that has the effect of delaying or deterring a change in control could limit the opportunity for
our shareholders to receive a premium for their shares of Common Stock and could also affect the price that some investors are willing
to pay for our Common Stock.

limitation-of-liability and indemnification provisions in our Governance Documents may discourage shareholders from bringing a lawsuit
against our directors and officers for breaches of their fiduciary duties, may reduce the likelihood of derivative litigation against
our directors and officers, even though an action, if successful, might benefit the Company and other shareholders, and may adversely
impact shareholders' investments to the extent that the Company pays the costs of settlement and damage awards against directors
and officers as required by these indemnification provisions.

 Our
Articles of Incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted
by the CBCA. Consequently, our directors will not be personally liable to us or our shareholders for monetary damages for any breach
of fiduciary duties as directors, except liability for:

any breach of the director's duty of loyalty to us or our shareholders;

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; or

any transaction from which the director derived an improper personal benefit.

 Our
Bylaws require us to indemnify our directors and officers, and allow us to indemnify other employees and agents, to the fullest extent
permitted by the CBCA. Subject to certain limitations and limited exceptions, our Bylaws require us to advance expenses incurred by our
directors and officers for the defense of any action for which indemnification is required or permitted.

 While
we believe that including the limitation-of-liability and indemnification provisions in our Governance Documents and indemnification
agreements is necessary to attract and retain qualified persons such as directors, officers, and key employees, those provisions may
discourage shareholders from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties. They may also
reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit
the Company and other shareholders. Further, a shareholder's investment may be adversely affected to the extent that we pay the
costs of settlement and damage awards against directors and officers and advance expenses as required by these indemnification provisions.
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against
us and may reduce the amount of money available to us. Moreover, while we maintain directors' and officers' liability insurance,
such insurance may not be adequate to cover all liabilities that we may incur, which may reduce our available funds to satisfy third-party
claims and may adversely impact our cash position.

 If
equity research analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our
market, our stock price and trading volume could decline.

 The
trading market for our Common Stock will be influenced by the research and reports that equity research analysts publish about us and
our business. As a newly public company, we may have only limited research coverage by equity research analysts. Equity research analysts
may elect not to provide research coverage of our Common Stock, and such lack of research coverage may adversely affect the market price
of our Common Stock. In the event we do have equity research coverage, we will not have any control over the analysts or the content
and opinion included in their reports. The price of our stock could decline if one or more equity research analysts downgrade our stock
or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of the Company or fails to
publish reports on us regularly, demand for our stock could decrease, which in turn would cause our stock price or trading volume to
decline.

 Risks
Related to Being and Reporting as a Public Company

 If
we fail to establish and maintain an effective system of internal control or disclosure controls and procedures are not effective, we
may not be able to report our financial results accurately and timely or to prevent fraud. Any inability to report and file our financial
results accurately and timely could harm our reputation and adversely impact the trading price of our Common Stock.

 Effective
internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley
Act of 2002 (the " Sarbanes-Oxley Act ") requires us to evaluate and report on our internal controls over financial
reporting and, depending on our future growth, may require our independent registered public accounting firm to annually attest to our
evaluation, as well as issue its own opinion on our internal controls over financial reporting. The process of implementing and maintaining
proper internal controls and complying with Section 404 is expensive and time consuming. We cannot be certain that the measures we will
not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board or a supplement
to the auditor's report providing additional information about the audit and the financial statements; undertake will ensure that
we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow
our business, the internal controls that we will need may become more complex, and significantly more resources will be required to ensure
our internal controls remain effective. Failure to implement required controls or difficulties encountered in their implementation could
harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness
in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors' confidence
in our financial statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative
sanctions, including the suspension of trading, ineligibility for future listing on the NYSE American or other national securities exchanges,
and the inability of registered broker-dealers to make a market in our Common Stock, which may reduce our stock price.

 We
are an "emerging growth company" and a "smaller reporting company," and the reduced disclosure requirements applicable
to emerging growth companies and smaller reporting companies may make our Common Stock less attractive to investors.

 We
are an "emerging growth company" as defined in the JOBS Act, and we intend to take advantage of some of the exemptions from
reporting requirements that are applicable to other public companies that are not emerging growth companies, including:

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements,
with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations"
disclosure;

not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board or a supplement
to the auditor's report providing additional information about the audit and the financial statements;

reduced disclosure obligations regarding executive compensation; and

not being required to hold a non-binding advisory vote on executive compensation or obtain shareholder approval of any golden parachute
payments not previously approved.

 In
addition, as an "emerging growth company" the JOBS Act allows us to delay adoption of new or revised accounting pronouncements
applicable to public companies until such pronouncements are made applicable to private companies, unless we later irrevocably elect
not to avail ourselves of this exemption. We have elected to use this extended transition period under the JOBS Act. As a result, our
financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates
for new or revised accounting standards that are applicable to public companies, which may make comparison of our financials to those
of other public companies more difficult. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal
year (1) following the fifth anniversary of the completion of our initial public offering, (2) in which we have total annual gross revenue
of at least $1.235 billion, or (3) in which we are deemed to be a large accelerated filer, which means the market value of our Common
Stock that is held by non-affiliates exceeds $700.0 million as of September 30 of the prior year; and (ii) the date on which we have
issued more than $1.0 billion in non-convertible debt during the prior three-year period.

 We
are also a "smaller reporting company," meaning that the market value of our Common Stock held by non-affiliates plus the
proposed aggregate amount of gross proceeds to us as a result of our initial public offering is less than $700 million, and our annual
revenue was less than $100 million during the most recently completed fiscal year. We are therefore entitled to rely on certain reduced
disclosure requirements for as long as we remain a smaller reporting company, including, among other things, providing only two years
of audited financial statements in this Annual Report on Form 10-K, and, similar to emerging growth companies, providing reduced disclosure
obligations regarding executive compensation. In addition, for as long as we are a smaller reporting company with less than $100 million
in annual revenue, we would be exempt from the requirement to obtain an external audit on the effectiveness of internal control over
financial reporting provided in Section 404(b) of the Sarbanes-Oxley Act. These exemptions and reduced disclosures in our SEC filings
due to our status as a smaller reporting company make it harder for investors to analyze our results of operations and financial prospects.
To the extent we take advantage of the reduced disclosure obligations available for smaller reporting companies, it may be difficult
or impossible to compare our financial statements with other public companies. We will remain a smaller reporting company until the last
day of the fiscal year in which (i) the market value of shares of our Common Stock held by non-affiliates exceeds $250 million as of
the end of that year's second fiscal quarter, or (ii) our annual revenues exceed $100 million during such completed fiscal year
and the market value of our Common Stock held by non-affiliates exceeds $700 million as of the end of that year's second fiscal
quarter.

 Investors
may find our find our Common Stock less attractive to the extent we will rely on these exemptions. If some investors find our Common
Stock less attractive as a result, there may be a less active trading market for our Common Stock, and our stock price may be more volatile.

 We
will incur significantly increased costs as a result of operating as a public company, and our management will be required to devote
substantial time to new compliance initiatives.

 As
a public company, and particularly after Venu is no longer an emerging growth company (or, to a lesser extent, a smaller reporting company),
Venu will incur significant legal, accounting, and other expenses that it did not incur as a private company. The Sarbanes-Oxley Act,
the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE American, and other applicable securities
rules and regulations implemented by the SEC and the NYSE American have imposed various requirements on public companies, including requiring
that they establish and maintain effective disclosure and financial controls and corporate governance practices. As an "emerging
growth company," Venu is permitted by legislation to implement many of these requirements over a longer period of time and up to
five years from the pricing of our initial public offering. Although Venu intends to take advantage of this legislation, Venu will still
incur additional expenses to comply with the demands of being a public company.

 We
expect that Venu will likely need to hire additional accounting, finance, and other personnel in connection with Venu's efforts
to comply with the requirements of being a public company, and Venu's management and other personnel will need to devote a substantial
amount of time towards maintaining compliance with these requirements. These requirements will increase Venu's legal and financial
compliance costs and will make some activities more time-consuming and costly. Venu is currently evaluating these rules and regulations
and cannot predict or estimate the amount of additional costs Venu may incur or the timing of such costs. These rules and regulations
are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in
practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

 Shareholder
activism, the current political environment, and the current high level of government intervention and regulatory reform may lead to
substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which
we operate our business in ways we cannot currently anticipate. Our management and other personnel will need to devote a substantial
amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance
costs and will make some activities more time-consuming and costlier. For example, we expect these rules and regulations to make it more
difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs
to maintain our current levels of such coverage.

 Our
disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

 We
are subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably
assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management,
and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that
any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met.

 These
inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of
simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or
arrangement causing us to fail to make any related-party transaction disclosures.

controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by an unauthorized override
of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur
and not be detected.

 Future
changes in financial accounting standards or practices may cause adverse and unexpected revenue

 fluctuations
and adversely affect our reported results of operations.

 Future
changes in financial accounting standards may cause adverse, unexpected revenue fluctuations and affect our reported financial position
or results of operations. Financial accounting standards in the United States are constantly under review and new pronouncements and
varying interpretations of pronouncements have occurred with frequency in the past and are expected to occur again in the future. As
a result, we may be required to make changes in our accounting policies. Those changes could affect our financial condition and results
of operations or the way in which such financial condition and results of operations are reported. We intend to invest resources to comply
with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management
time and attention from business activities to compliance activities. See the section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations—Recent Accounting Pronouncements."

 There
are many risks associated with forward-looking information in this Annual Report.

 Much
of the information presented in this Annual Report contains forward-looking statements. Although the Company believes the forward-looking
statements have reasonable bases, it cannot offer any assurance that it will be able to conduct the operations as contemplated. You should
carefully review all of the information and assumptions contained in this Annual Report with your legal, tax, financial, investment,
and accounting advisors.

 Item 1B.
 Unresolved Staff Comments

 None.

 Item 1C.
Cybersecurity

 We
have developed and implemented cybersecurity risk management processes intended to protect the confidentiality, integrity, and availability
of our critical systems and information. While everyone at our company plays a part in managing cybersecurity risks, primary cybersecurity
oversight responsibility is shared by our board of directors and senior management.

 Our
cybersecurity risk management program includes the following strategies for managing cybersecurity risks:

 Risk
 Assessment Processes: We conduct regular risk assessments to proactively identify potential cybersecurity threats and vulnerabilities.
 These assessments involve thorough evaluations of our IT infrastructure, data systems, and processes to pinpoint areas of weakness.

 Proactive
 Security Measures: In addition to risk assessments, we employ proactive security measures to enhance our cyber defenses. These
 measures include the continuous monitoring of network activity, the implementation of access controls and encryption protocols, and
 the deployment of intrusion detection systems to swiftly detect and respond to any suspicious activities.

 Framework
 for Identifying and Mitigating Threats: We follow a framework for identifying and mitigating cybersecurity threats, which outlines
 procedures for threat detection, incident response, and risk mitigation.

 Employee
 Training and Awareness Programs: We provide training to our management and employees designed to equip employees with the knowledge
 and skills necessary to identify and respond to cybersecurity risks, tailored based on the persons' roles within our organization.

 Technology
 and External Consultants: We use external consultants or other third-party experts and service providers, where considered appropriate,
 to assess, test, or otherwise assist with aspects of our cybersecurity controls.

 Over
the past fiscal year, we have no t identified risks from known cybersecurity threats that have materially affected or are reasonably likely
to materially affect us, including our operations, business strategy, operating results, or financial condition. We will continue to
monitor and assess our cybersecurity risk management program as well as invest in and seek to improve such systems and processes as appropriate.
If we were to experience a material cybersecurity incident in the future, such incident may have a material adverse effect on our reputation,
as well as our operations, business strategy, operating results, and financial condition.

 Board
Governance

 Our
board of directors is charged with overall oversight of our risk management, including our information technology and cybersecurity policies,
procedures, and risk assessments. However, certain members of management are to report to our board of directors on information security
matters as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential.

 One
of the key functions of our board of directors is informed oversight of our various processes for managing risk. An overall review of
risk is inherent in our board of directors ongoing consideration of our long-term strategies, transactions and other matters presented
to and discussed by the board of directors. This includes a discussion of the likelihood and potential magnitude of various risks, including
cybersecurity risks, and any actions management has taken to limit, monitor or control those risks.

 Item 2.
 Properties

 Corporate
Office

 Our
principal executive office is located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920.

 Venue-Related
Properties

 Venu
indirectly owns properties through certain of its subsidiaries or controlled entities. The table below summarizes Venu's portfolio
of real estate as of the date of this Annual Report, indicating which of subsidiaries or entities owns each property. Venu is also party
to certain agreements by which it (directly or through a subsidiary) expects to close upon and acquire real estate in Broken Arrow, Oklahoma
(related to the Sunset at Broken Arrow), McKinney, Texas (related to the Sunset at McKinney), and El Paso, Texas (related to the Sunset
at El Paso).

 Subsidiary
 Owner

 Size
 and Location

 Status
 and Operations

 Hospitality Collection LLC

 4.98

 Site
 where Roth's Seafood & Chophouse, Brohan's bar, and Notes Hospitality Collection are being constructed; leased from
 Sunset Hospitality Collection LLC to Roth Seafood & Chophouse LLC and Notes Hospitality Collection LLC

 Notes
 CS I DST

 9.41

 Site
 where Ford Amphitheater is located; leased to The Sunset Amphitheater LLC pursuant to a ground lease

 NLRE

 1.05

 Vacant
 land open for development next to Ford Amphitheater

 NLRE

 5.54 acres in Colorado Springs, CO

 Developed
 as a parking lot in connection with the Ford Amphitheater

 Hospitality
 Income & Asset, LLC

 1.5

 Site
 where BBST CO restaurant operates; leased from Hospitality Income & Asset, LLC to Bourbon Brothers Smokehouse and Tavern CS,
 LLC

 Hospitality
 Income & Asset, LLC

 3.2

 Site
 where BBP CO indoor music hall operates; leased from Hospitality Income & Asset, LLC to Bourbon Brothers Presents, LLC

 13141
 BP, LLC

 0.73

 Site
 where Venu-music bar operates; leased from 13141 BP, LLC to 13141 Notes LLC

 GA
 HIA, LLC

 1.7
 acres in Gainesville, GA

 Site
 where BBP GA indoor music hall and BBST GA restaurant operate

 at McKinney, LLC

 acres in McKinney, TX

 Site
 where The Sunset Amphitheater in McKinney, LLC is to be constructed

 Lease
Obligations

 Venu
or its subsidiaries currently lease facilities as follows:

 BBST
 CO leases its property from HIA, a majority-owned subsidiary. The lease is structured as a triple-net lease (an " NNN lease ")
 with annual rents of $441,190. Base rent increases by 10% every five years through rent escalators in the lease. The initial term
 of the lease is ten years with one, ten-year renewal option, which will give Venu the ability to extend the lease on identical terms
 and control the property for up to 20 years.

 BBP
 CO leases its property from HIA, a majority-owned subsidiary. The lease is structured as an NNN lease. The initial term of the lease is ten years with
 two, five-year renewal options which will give Venu the ability to extend the lease on identical terms and control the property for
 up to 20 years.

 13141
 Notes LLC in Colorado Springs leases its property from 13141 BP, LLC, a wholly owned subsidiary of Venu. The lease is structured
 as an NNN lease with annual rents of $218,750. Base rent increases by 10% every five years through rent escalators in the lease.
 The initial term of the lease is ten years with two, five-year renewal options which will give Venu the ability to extend the lease
 on identical terms and control the property for up to 20 years.

 Roth's
 and NHC will be leased from Sunset Hospitality Collection LLC, a majority-owned subsidiary of which Venu has full voting control.
 The lease will be structured as an NNN lease with annual rents equal to $2.0 million. Base rent will increase by 10% every five years
 throughout the initial 20-year lease term. The tenant will have four, five-year renewal options to extend the lease on identical
 terms.

 Venu
 leases its principal executive office in Colorado Springs, Colorado from a third party pursuant to a lease that was assumed from
 the prior tenant and expires on November 29, 2029. Annual rent payments are $230,698, increasing by 1.3% annually.

 BBST
 GA and BBP GA each leases property from GA HIA, a controlled subsidiary. The initial term of the lease is ten years with four, five-year
 renewal options, which will give Venu the ability to extend the lease on identical terms and control the property for up to 30 years.
 For the first five years of the initial term of the lease, BBST GA and BBP GA must pay GA HIA an annual base rent of $641,410 and
 $191,590, respectively.

 to a ground lease, The Sunset Amphitheater LLC leases the property on which the Ford Amphitheater is operated from Notes CS I MT,
 LLC a wholly owned subsidiary of Venu (and the "master tenant" for that property). The ground lease to which The Sunset
 Amphitheater LLC is a party is for a 25 year term and provides for annual base rent of $3,222,000 (subject to escalation) which is
 paid monthly. The ground lease is a triple net lease. The Sunset Amphitheater LLC is also a party to an operations lease with respect
 to this same property. That operations lease and a corresponding operations sublease is generally described above under the subheading
 "Venu's Subsidiaries and Properties."

Partnerships

 For
a description of the public-private partnerships that we have entered into in connection with the development of venues on our properties,
see "Business – Venu's Subsidiaries and Properties – Public-Private Partnership Obligations" in Item 1
above.

 Item 3.
 Legal Proceedings

 Venu
is not currently a party to any other current or pending material legal proceedings. From time to time, however, Venu may become a party
to various disputes and legal proceedings in the ordinary course of its business. Venu may face claims brought by third parties, or,
from time to time, Venu may make claims or take legal actions to assert its rights. Regardless of the outcome, any such claims or legal
proceedings could adversely impact Venu's business, reputation, operating results, and financial condition because of defense and
settlement costs, diversion of resources, and other factors. Results of actual and potential litigation are inherently uncertain, and
there can be no assurances that favorable outcomes will be obtained.

 Item 4.
 Mine Safety Disclosures

 Not
applicable.

 Part
II

 Item 5.
 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Our
Common Stock is listed on the NYSE American LLC under the symbol "VENU."

 Holders
of Record

 There
were approximately 573 record holders of our Common Stock at March 12, 2025. The actual number of shareholders is greater than this number
of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers and other
nominees.

 Dividends

 We
do not currently intend to pay dividends on our Common Stock. The declaration, amount, and payment of any future dividends on shares
of our Common Stock, if any, will be at the sole discretion of our Board, which may take into account general and economic conditions,
our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual,
legal, tax, and regulatory restrictions, the implications of the payment of dividends by us to our shareholders or by our subsidiaries
to us, and any other factors that our Board may deem relevant.

 Issuer
Repurchases of Equity Securities

 No
shares of the Company's common stock were repurchased during the three months ended December 31, 2024.

 Unregistered
Sales of Equity Securities

 The
Company sold the following securities during the fiscal year ended December 31, 2024 and subsequently, that were not registered
under the Securities Act of 1933, as amended (the " Securities Act "):

 In
December 2023, we commenced a private placement of our Common Stock and conducted rolling closings of that offering during 2024 that,
in total, resulted in the issuance of an aggregate of 3,497,591 shares of Common Stock in a private offering to a total of 194 accredited
investors. The shares were offered and sold in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities
Act and Rule 506(c) promulgated thereunder.

 In
January 2024, we issued a convertible promissory note to a single accredited investor (and through December 31, 2024, 76,692 shares
of Common Stock were issued to satisfy certain obligations owed to the holder). In consideration for that investor and Mr. JW Roth, our
Chairman, Chief Executive Officer, and founder, each serving as a guarantor of that promissory note, in January 2024, the Company issued
to the investor and Mr. Roth a warrant exercisable to purchase 500,000 shares of our Common Stock. These issuances were effected in reliance
on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

 In
January 2024, we issued a consultant 700,000 shares of our Common Stock in consideration for services rendered to the Company. The shares
were offered and sold in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b)
promulgated thereunder.

 Between
January 1, 2024 and November 1, 2024, we granted a total of 2,158,333 warrants exercisable to purchase our equity securities for compensatory
purposes. These warrants were issued for compensatory purposes (in lieu of options or other forms of equity awards) and, in substantially
all cases, vest ratably over a four-year term. To the extent warrant grants constitute an offer or sale under the Securities Act, they
are granted in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 In
June 2024, Venu purchased 100% of the membership units of 13141 BP, LLC from its members for a total purchase price of $2,761,000 using
equity. Under the terms of the purchase agreement, Venu issued 276,100 shares of Common Stock to the members of 13141 BP, LLC. The shares
were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 In
January 2025 Venu granted an aggregate of 2.5 million stock options under its equity incentive plan in consideration for services
rendered to and for the benefit of the Company. The options were granted in reliance on the exemption from registration contained in
Section 4(a)(2) of the Securities Act.

 On
or about February 28, 2025, we issued a convertible promissory note together with a warrant exercisable to acquire 300,000 shares of
common stock to a single accredited investor. The offer and sale was effected in reliance on the exemptions from registration contained
in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

 In
each transaction in which we relied on Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, we did not engage
in any general solicitation or advertising, and we offered the securities to a limited number of persons with whom we had pre-existing
relationships. We exercised reasonable care to ensure that the purchasers of securities were not underwriters within the meaning of the
Securities Act, including making reasonable inquiry prior to accepting any subscription, making written disclosure regarding the restricted
nature of the securities, and placing a legend on the certificates representing the shares. In each case, the offerees were provided
with a subscription agreement detailing the restrictions on transfer of the shares and eliciting their investment intent. Further, stop-transfer
restrictions were placed with our transfer agent and a restrictive legend was placed on the certificate in connection with these offerings.
In addition, sales in the transactions exempt under Rule 506(b) were made exclusively to what the Company reasonably believed were accredited
investors as defined in Rule 501 of the Securities Act. The recipients of securities in each of these transactions acquired the securities
for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

 In
cases where we relied on Rule 506(c) promulgated under the Securities Act, we received information and documentation sufficient to verify
that each investor qualified as an accredited investor.

 No
underwriters were involved in the above transactions.

 Other

relating to compensation plans under which our Common Stock is authorized for issuance is set forth in Part III, Item 12 of this Annual
Report on Form 10-K.

 Item 6.
 Reserved.

 Item 7.
 Management's Discussion and Analysis of Financial Condition and Results of Operations

 You
should read the following discussion and analysis of Venu's financial condition and results of operations together with our audited
consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, together with the related notes thereto.
Some of the information contained in this discussion and analysis or set forth in the notes to our financial statements, including information
with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks
and uncertainties. As a result of many factors, actual results could differ materially from the results described in or implied by the
forward-looking statements contained in the following discussion and analysis. You should carefully read the factors set forth in the
"Item 1A (Risk Factors" section of our IPO Final Prospectus, filed with the SEC on November 27, 2024,) of this Annual Report
to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements.
Please also see the section entitled "Cautionary Note Regarding Forward-Looking Statements." Forward-looking statements may
be identified by words such as "anticipate," "estimate," "plan," "project," "continuing,"
"ongoing," "expect," "believe," "intend," "may," "will," "should,"
"could," and similar expressions. Future operating results, however, are impossible to predict, and no guarantee or warranty
is to be inferred from those forward-looking statements.

 MD&A

 This
section presents management's perspective on the financial condition and results of operations of Venu Holding Corporation. Unless
otherwise noted, for purposes of this section, the terms "we," "us," "our," "Company,"
and "Venu" refer to Venu Holding Corporation and its consolidated subsidiaries. The following discussion and analysis (this
" MD&A ") is intended to highlight and supplement data and information presented elsewhere in this Annual Report
and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31,
2024 and 2023, together with the related notes thereto. Results for any period or year should not be construed as an inference of what
our results would be for any full fiscal year or future period. This MD&A is also intended to provide you with information that will
facilitate your understanding of our consolidated financial statements, the changes in key items in those consolidated financial statements
from year to year, and the primary factors that accounted for those changes. To the extent that this MD&A describes prior performance,
the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical
information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause
results to differ materially from management's expectations. Factors that could cause such differences are discussed in the sections
entitled "Cautionary Note Regarding Forward-Looking Statements" in this Annual Report and "Risk Factors" in our
IPO Final Prospectusthis Annual Report. Our MD&A is organized as follows:

 Overview — Discussion of our business plan and strategy in order to provide context for the remainder of this MD&A.

 Consolidated
 Results of Operations — Analysis of our financial results comparing the years ended December 31, 2024 to December
 31, 2023.

 Liquidity
 and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential
 sources of liquidity.

 Significant
 Accounting Policies and Use of Estimates — Accounting policies that we believe are important to understanding the assumptions
 and judgments incorporated in our reported financial results and forecasts.

 Venu
is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue
campuses, which consist of music halls, outdoor amphitheaters, restaurants, and bars. As a growing entertainment and hospitality company,
we continue to expand our portfolio of indoor and outdoor music venues and entertainment campuses where music, dining, and luxury converge
in strategically selected markets.

 Key
Milestones and Recent Developments

 Our
operations to date have enabled us to achieve growth and the following key milestones:

 March
 2017: Venu was founded as Bourbon Brothers Restaurants, LLC, which converted into Notes Live, Inc. in April 2022 and changed
 its name to Venu Holding Corporation in September 2024.

 April
 2017: Venu opened its flagship restaurant, Bourbon Brothers Smokehouse & Tavern, in Colorado Springs, Colorado.

 March
 2019: Venu opened its first live-entertainment, indoor music hall in Colorado Springs, Colorado, which was originally known as
 "Boot Barn Hall" but, as of August 2024, is known as "Phil Long Music Hall at Bourbon Brothers."

 June
 2021: GA HIA, LLC, a subsidiary of Venu, agreed to purchase land from the Gainesville Redevelopment Authority and entered into
 a public-private partnership with the City of Gainesville, Georgia pursuant to which Venu agreed to develop its second Bourbon Brothers
 Presents venue in Gainesville, Georgia.

 September
 2022: Venu opened its first live music and social bar, known as "Notes", in Colorado Springs, Colorado.

 May
 2023: Venu broke ground on Ford Amphitheater in Colorado Springs, Colorado.

 June
 2023: Venu entered into an operating agreement with AEG with respect to the operation of Ford Amphitheater, which Venu opened
 in August 2024.

 June
 2023: Venu opened in second Bourbon Brothers venue and its second BBST restaurant in Gainesville, Georgia.

 June
 2023: Venu entered into a term sheet to purchase 21 acres of land in Oklahoma City, Oklahoma
 with the intent of building The Sunset at Mustang Creek, a 12,500-person outdoor amphitheater.
 In April 2024, the Mustang Creek amphitheater was not approved by city council and, but Venu
 is reviewing other properties in the area and entered into formal negotiations with the City
 of Yukon, Oklahoma in March 2025 for the development of an amphitheater.

 October
 2023: Venu entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma, pursuant to which the parties
 are forming a public-private partnership and intend to open The Sunset BA, a 12,500-capacity amphitheater, by fall 2025.

 April
 2024: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation and the McKinney Community
 Development Corporation, entered into a Chapter 380, Grant, and Development Agreement, pursuant to which Venu will develop The Sunset
 McKinney. The Chapter 380, Grant, and Development Agreement was amended in October and December 2024.

 June
 and July 2024: Venu and the City of El Paso, Texas formed a public-private partnership by entering into a Purchase and Sale Agreement
 in June 2024 and a Chapter 380 Economic Development Program Agreement in July 2024. Pursuant to the agreements, Venu is acquiring
 approximately 17 acres of land from the City of El Paso where it will construct and manage The Sunset El Paso, a 12,500-person amphitheater.
 The parties amended the Purchase and Sale Agreement in August and October 2024.

 August
 2024: Venu opened its first amphitheater, Ford Amphitheater, in Colorado Springs, Colorado, and began hosting live concerts and
 events at the venue.

 September
 2024: Venu legally changed its name from Notes Live, Inc. to Venu Holding Corporation.

 November
 2024: Venu closed on the initial public offering of its Common Stock, generating net proceeds to the Company of approximately
 $12.3 million, and, in connection therewith, the Company's Common Stock was listed on the NYSE American.

 January
 2025: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation, closed on its purchase
 of an approximately 46-acre tract of land where it will develop The Sunset Amphitheater in McKinney, Texas.

 Venue
Ownership

 Venu
primarily generates revenue through restaurant operations, event rentals, and hosting concerts and events. Our business involves developing,
owning, and operating the following types of venues and entertainment spaces:

 Music
Halls — Music halls are indoor, intimate music and event venues that can accommodate up to approximately 1,400 guests. This
venue category includes our Bourbon Brothers Presents venues, which are designed to host approximately 1,400 concertgoers at general
admission concerts featuring national-touring artists or to seat between 500 and 700 guests at more intimate events such as concerts
featuring tribute bands or dueling pianos, corporate functions, or weddings. Our BBP music halls can quickly be transitioned from one
configuration to the next. This operational flexibility is intended to maximize our event-rental opportunities by expanding the types
of events we can host while minimizing the time it takes to stage one event to the next, allowing us, for example, to host a premier
concert one night and a wedding the following afternoon.

 Amphitheaters
 — Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and will primarily be operated
during the summer through fall seasons. Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites
intended to amplify guests' music and entertainment experiences. Our first amphitheater venue is the Ford Amphitheater in Colorado
Springs, Colorado, which is an open-air, 8,000-person venue. In addition to lawn and stadium-style seating that allows us to offer tickets
at an array of price points, Ford Amphitheater has firepit suites that deliver premium hospitality and a more luxurious, personalized
concert experience. Each firepit suite can accommodate up to eight guests. Ford Amphitheater, which opened in August 2024, is designed
with 92 VIP firepit suites, accommodating a total of 736 VIP guests. Ford Amphitheater will primarily host concerts from May through
October each year. The amphitheaters planned for development in Oklahoma and Texas will also have firepit suites and be capable to host
multi-seasonal events.

entities that own and develop Venu's venues are not wholly owned by Venu. For example, Venu has a 10% ownership interest in The
Sunset Amphitheater LLC (which is the owner and developer of the Ford Amphitheater) but holds a 100% voting interest. Venu anticipates
it will own 60% of Sunset Hospitality Collection, LLC (which is a company designed to own the building to lease to Roth Seafood &
Chophouse and Notes Hospitality Collection) but hold 100% of the voting interest. In addition, the Company expects to own 30% of Sunset
at Broken Arrow LLC and Sunset at Mustang Creek LLC (which, respectively, will own and operate the planned amphitheaters in Broken Arrow,
Oklahoma and the greater Oklahoma City area) while, in each case, holding a 100% voting interest. With respect to its subsidiaries that
own and develop amphitheaters, third-party members, in exchange for their capital contributions, receive an interest in the exclusive
use of a specific suite at the applicable venue and also in their capacity as equity owners receive financial interests in their pro
rata portion of a defined portion of the revenues generated by the venue for each event. Similarly, third-party members in Sunset Hospitality
Collection LLC, receive, in exchange for their capital contribution, distributions from revenues resulting from lease payments received
on the property owned by the entity.

 Restaurants
 — Bourbon Brothers Smokehouse & Tavern is Venu's flagship, full-service restaurant concept. BBST serves American
classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, whiskies, and local craft
beers. Venu develops its BBST restaurants and BBP music halls in close proximity to one another, which allows BBST to serve as the exclusive
caterer for BBP events.

 Fine
Dining, Hospitality, and Entertainment Campuses — In summer 2025, Venu expects to open Roth's Seafood & Chophouse,
a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating. In fall 2025, Venu expects
for the restaurant operations of Roth's Seafood & Chophouse to commence. Framing either side of Roth's will be two configurable
hospitality spaces intended to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth's
and in between the Notes Hospitality Collection spaces will be a "top-shelf" bar and lounge called Brohan's, which,
once opened in fall 2025, will offer unobstructed views of the surrounding area Venu intends to monetize during marquee shows at Ford
Amphitheater.

 The
following table summarizes the types of venues we are constructing or plan to develop, describing each by venue type, location, expected
opening date, and current status.

 Venue
 Type

 Location

 Current
 Status

 Music
 Halls

 BBP
 CO

 in March 2019

 BBP
 GA

 Gainesville,
 GA

 in June 2023

 Outdoor
 Amphitheaters

 Ford
 Amphitheater

 in August 2024

 The
 Sunset OKC

 Greater
 Oklahoma City area, OK*

 to open in late 2026*

 The
 Sunset BA

 Broken
 Arrow, OK

 to open in late 2025 or early 2026

 The
 Sunset McKinney

 McKinney,
 TX

 to open in mid-2026

 The
 Sunset El Paso

 El
 Paso, TX

 to open in mid-2026

 Restaurants

 BBST
 CO

 in April 2017

 BBST
 GA

 Gainesville,
 GA

 in June 2023

 Notes
 Eatery

 in September 2022

 Venue
 Type

 Location

 Current
 Status

 Fine
 Dining & Hospitality Collection

 Roth's
 Seafood & Chophouse

 to open in summer 2025 for exterior concert seating and fall 2025 for restaurant operations

 Notes
 Hospitality Collection

 to open in summer 2025 for exterior concert seating and fall 2025 for hosted events

 Bars

 Brohan's

 to open in fall 2025

 *

 Venu
 is currently in active negotiations with a municipality and expects to have a site contracted
 for The Sunset OKC in the spring of 2025. See " The Sunset at Mustang Creek —
 Oklahoma City, Oklahoma " beginning on page 16 of this Annual Report for
 more information regarding Venu's ongoing efforts with respect to The Sunset OKC. In
 March 2025, Venu entered into formal negotiations with the City of Yukon,

 Oklahoma,
 with the intention of constructing The Sunset OKC.

Segment

 Operating
segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief
operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating
decision maker views our operations and manages the business in one segment. The net operating loss for December 31, 2024 and 2023, was
$27.4 million and $11.1 million, respectively.

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07,
" Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU
2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years
beginning after December 15, 2024, and requires single reporting entities to comply with the expanded reportable segment disclosures
outlined in the ASU. The expanded reportable segment disclosures are intended to enhance certain disclosures surrounding significant
segment expenses.

 The
Company reports its segment information to reflect the manner in which the chief operating decision maker (the "CODM") reviews
and assesses performance. The Company's Chief Executive Officer, President and Chief Operating Officer have joint responsibility
as the CODM and review and assess the performance of the Company as a whole.

 The
primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income
(loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company's ongoing operations
and as part of the Company's internal planning and forecasting processes. Information on net income (loss) and operating income
(loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on
the same basis as disclosed in the Consolidated Statements of Operations.

 The
CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in
the notes to the financial statements.

 As
the Company is a single-segment business, the adoption of this new standard did not have a material effect on the Company's financial
statements.

 We
consider our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable
segment. Revenue from our customers is primarily derived from food and beverage (" F&B ") services (our " Restaurant
Operations ") with a portion being served contemporaneously with live entertainment during the events and concerts that we promote
and host (our " Event Operations ") at the event center and amphitheaters, in addition to the revenues generated by
venue rentals and sponsorships at the event centers and amphitheaters.

 Event
Operations. The Event Operations portion of our business involves the promotion of live music and events in our owned or operated
venues, the operation and management of our venues, the creation of content from concerts and events hosted in our venues, and the provision
of management and other services to artists. In 2023, we promoted and held 231 live music and other events at our two music halls, BBP
CO, operating in Colorado Springs, Colorado, and BBP GA, which opened in June 2023 and operates in Gainesville, Georgia. In 2024, we
promoted and held 219 events at BBP CO, 268 events at BBP GA, and 201 events at "Notes Eatery," Venu's newest live
music and restaurant concept, which originally opened as "Notes" bar before expanding to the full restaurant, Notes Eatery,
in May 2024.

 Our
Event Operations business generated $5,346,120 or 30%, of our total revenue during 2024, and $3,075,141, or 25%, of our total revenue
during 2023. The 74% increase of $2,270,976 in revenue generated from 2023 to 2024 was primarily attributable to BBP GA venue being open
and fully operational during the full year of 2024 while still being under construction and recognizing partial sales for 2023.

 Within
our Events Operations, we generate revenues through: (i) ticket sales and fees on tickets sold directly by us or through the ticketing
business that we contract with for our events; (ii) fees collected on tickets sold by other third-party platforms, such as convenience
and order-processing fees and service charges; (iii) venue rentals, which occur for a variety of corporate and personal events; (iv)
pre-selling naming rights to our live-entertainment venues by partnering with industry-leading brands under naming-rights agreements;
and (v) sponsorship sales, which allow brands to advertise at our venues by showcasing their names and logos on a variety of sponsorship
inventory curated for each of our venues and at each event we promote and host.

 Restaurant
Operations. Revenues generated through restaurant operations included F&B sales at our BBST restaurants and Notes bar (known
as Notes Eatery as of May 2024). F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with
F&B sales at BBP CO and BBP GA. Our Restaurant Operations business generated $10,828,972, or 61%, of our total revenue during 2024.
In 2023, our Restaurant Operations business generated $9,522,523, or 76%, of our total revenue. The 14% increase of $1,306,449 in revenue
generated from Restaurant Operations from 2023 to 2024 was primarily attributable to increases in both BBST CO and BBST GA, with BBST
GA open and fully operational during the full year of 2024 while still being under construction and recognizing partial sales for 2023.

 Amphitheater
Operations. The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater.
Through a subsidiary, we have entered into an agreement with Anschutz Entertainment Group (" AEG "), AEG Presents-Rocky
Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within
our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights
agreements. At the Ford Amphitheater, we generate net profits that are split with AEG through: (i) ticket sales, fees and rebates on
tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate
and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise
at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote
and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, and other
operating costs within our net amphitheater revenue recognition from AEG. For future amphitheater locations we expect to open, we anticipate
entering into contractual arrangements with third-party operators having terms similar to those in our agreement with AEG. Our Amphitheater
Operations generated net profits, over a partial season of 20 shows, of $1,659,291, or 9%, of our total revenue during 2024.

 Financial

 Private
Equity Offerings

 Since
our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity securities.

2024, we raised $32,059,550 in a private offering of our Common Stock. We have used, and expect to use, the proceeds of that offering
primarily to fund marketing, recruitment and development of staff, costs for operating Ford Amphitheater, pre-opening costs for Roth's
Seafood and Chophouse and Notes Hospitality Collection restaurant venues in Colorado Springs, Colorado, and other working capital needs.

 We
anticipate raising additional cash through the private sales of membership interests in certain of our subsidiary entities (including
interests in our firepit suites) at our amphitheater locations, collaborative arrangements such as owner's clubs, or a combination
thereof, to continue to fund our construction of venues. There is no assurance that any such collaborative arrangement will be entered
into or that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms
acceptable to us. If we do not raise sufficient funds in a timely manner, we may be forced to curtail operations or revise the timeline
of our business plan.

 Initial
Public Offering

 On
November 26, 2024, we completed our initial public offering (the " Offering ") of 1,200,000 shares Common Stock at a
public offering price of $10.00 per share, generating gross proceeds of $12,000,000. We also granted the underwriters a 45-day option
to purchase up to 180,000 additional shares of Common Stock on the same terms and conditions for the purpose of covering any over-allotments
in connection with the Offering, which the underwriters exercised on November 29, 2024. The shares of Common Stock were offered and sold
pursuant to the Company's Registration Statement on Form S-1 (File No. 333-281271), originally filed with the U.S. Securities and
Exchange Commission (the "Commission") on August 6, 2024, and later amended (as amended, the "Registration Statement").
The Registration Statement was declared effective by the Commission on November 12, 2024. The closing of the Offering took place on November
29, 2024. We received net proceeds of approximately $12.3 million from the Offering, after deducting underwriting discounts and commissions
and other offering expenses.

of Year-to-Year Financial Comparison

 For
the years ended December 31, 2024 and 2023:

 We
 generated total revenue of $17,834,383 and $12,597,664, respectively, representing year-over-year growth of $5,236,719 or approximately
 42%;

 We
 had a net loss of $32,948,973 and $11,386,793, respectively, representing a year-over-year increase in net loss of $21,562,180 or
 approximately 189%;

 Our
 net cash provided by (used in) operating activities was $3,608,417 and $(4,876,172), respectively, representing year-over-year increase
 in cash provided by operating activities of $8,484,589 or approximately 174%;

 Our
 net cash used in investing activities was $(74,951,561) and $(31,165,063), respectively, representing year-over-year increase in
 cash used in investing activities of $43,786,498 or approximately 140%; and

 Our
 net cash provided by financing activities was $89,111,494 and $32,771,605, respectively, representing year-over-year increase in
 cash provided by financing activities of $56,339,889 or approximately 172%.

 Consolidated
Results of Operations

 Comparison
of the Years Ended December 31, 2024 and 2023

 Our
results of operations have varied significantly from year to year and may vary significantly in the future. The following table sets
forth our results of operations for the years ended December 31, 2024 and 2023, respectively.

 For the years ended

 2024

 2023

 $ Change

 % Change

 Revenues

 Restaurant including food and beverage revenue

 $
 10,828,972

 $
 9,522,523

 1,306,449

 %

 Event center ticket and fees revenue

 4,648,478

 2,152,826

 2,495,652

 %

 Rental and sponsorship revenue

 2,356,933

 922,315

 1,434,618

 %

 Total revenues

 $
 17,834,383

 $
 12,597,664

 5,236,719

 %

 Operating costs

 Food and beverage

 2,409,133

 2,216,359

 192,774

 %

 Event center

 2,554,606

 1,072,909

 1,481,697

 %

 Labor

 4,383,505

 3,667,095

 716,410

 %

 Rent

 1,361,787

 815,233

 546,554

 %

 General and administrative

 18,832,115

 13,688,480

 5,143,635

 %

 Equity compensation

 12,015,133

 392,520

 11,622,613

 2961
 %

 Depreciation and amortization

 3,656,229

 1,877,236

 1,778,993

 %

 Total operating costs

 $
 45,212,508

 $
 23,729,832

 21,482,676

 %

 Loss from operations

 $
 (27,378,125
)

 $
 (11,132,168
)

 (16,245,957
)

 %

 Other income (expense), net

 Interest expense

 (3,906,959.00
)

 (331,674
)

 (3,575,285
)

 1078
 %

 Other expense

 (2,500,006.00
)

 -

 (2,500,006
)

 %

 Loss on sale of investments

 -

 (75,603
)

 75,603

 %

 Interest income

 705,729.00

 20,152

 685,577

 3402
 %

 Other income

 130,387.00

 132,500

 (2,113
)

 -2
 %

 Total other expense, net

 (5,570,849.00
)

 (254,625
)

 (5,316,224
)

 2088
 %

 $
 (32,948,974
)

 $
 (11,386,793
)

 (21,562,181
)

 %

 Net loss attributable to non-controlling interests

 (2,609,219
)

 (862,320
)

 (1,746,899
)

 %

 Net loss attributable to common stockholders

 $
 (30,339,755
)

 $
 (10,524,473
)

 (19,815,282
)

 %

 Ford
Amphitheater in Colorado Springs opened August 9, 2024. A fine-dining restaurant, Roth's Seafood and Chophouse, and a rooftop bar,
Brohan's, are expected to open for restaurant and bar operations in fall 2025, and premier event rental space and suites known
as Notes Hospitality Collection surrounding that development are expected to open in summer 2025. Roth's is expected to open for
exterior concert seating in summer 2025, which, along with seating from Notes Hospitality Collection, will open an additional 1,200 seats
for viewing concerts at Ford Amphitheater. Even though this amphitheater had a shortened 2024 season, it positively impacted Venu's
financial performance in 2024.

 Revenue

 Total
revenues increased $5,236,719 during the year ended December 31, 2024, as compared to the prior year. As components of our single reportable
business segment, revenues generated from our "Restaurant including food and beverage" component, our "Event center
ticket and fees" component increased $1,306,449 and $2,495,652, respectively, during the year ended December 31, 2024, as compared
to the prior year.

 With
respect to the increase in revenue generated during 2024 compared to 2023, the increase was primarily attributable to the opening of
Ford Amphitheater in August 2024. The opening of Ford Amphitheater in August 2024, and the holding of 20 events through December 31,
2024, was the primary factor that contributed to the increase in our event center ticket and fee revenue during the 2024 period, as well
as the increase in our sponsorship revenue as we recognized revenues through our sponsorship agreement for that venue. BBST CO and BBP
CO experienced increased revenues for the year ended December 31, 2024 compared to December 31, 2023, which management primarily attributes
to our BBST GA restaurant and BBP GA venue being open and fully operational during the full year of 2024 while still being under construction
until June 2023.

 Operating
Expenses

 Food
and Beverage Costs. Our F&B costs increased $192,774 during the year ended December 31, 2024, as compared to the prior year,
which costs increases were primarily driven by our increase in sales volumes, along with increased raw ingredients and food costs due
to inflation.

 Event
Center Costs. The costs attributed to our event centers increased $1,481,697 during the year ended December 31, 2024, as compared
to the prior year. This was primarily due to the added costs of operating our BBP GA venue in Gainesville, Georgia, as it was open for
a full year in 2024 compared to a half year in 2023 after it opened in June 2023.

 Labor
Costs. Our labor costs increased $716,410 during the year ended December 31, 2024, as compared to the prior year, an increase believed
by management to be driven by inflationary pressures, along with the additional of our BBST GA and BBP GA restaurant and venue in Gainesville,
Georgia for a full year in 2024 as compared to a half year in 2023 beginning in June 2023.

 Rent
Costs. Our rent costs increased $546,554 during the year ended December 31, 2024, as compared to the prior year, primarily due to
the added costs of operating and paying rent costs for our BBST GA and BBP GA restaurant and venue in Gainesville, Georgia for a full
year in 2024 as compared to a half year in 2023 beginning in June 2023.

 General
and administrative. Our general and administrative expenses increased $5,143,635 during the year ended December 31, 2024 as compared
to the prior year, representing approximately 38% of our increases in expenses during 2024 compared to 2023, which included additional
expenses related to our efforts to expand the Company's growth to the additional states of Oklahoma and Texas, which included expenses
such as travel, business development, and staff recruitment and development along with pre-opening expenses of Ford Amphitheater in 2024.
Our general and administrative expenses are also included in operating expenses and consist primarily of expenditures related to compensation,
legal, auditing and tax, other professional services, and general operating expenses.

compensation. Our increase in equity compensation was primarily the result of equity-based compensation that was issued to employees
and for services and non-cash financing during fiscal year 2024 compared to fiscal year 2023.

 Depreciation
and Amortization Costs. Our depreciation and amortization costs increased $1,778,993 during the year ended December 31, 2024 as compared
to the prior year. Management primarily attributes our increase in depreciation and amortization costs during 2024 compared to 2023 to
our BBST GA and BBP GA restaurant and venue being open and operational during the full year in 2024 but not until late in the second
quarter of 2023, along with Ford Amphitheater opening late in the third quarter of 2024.

 Other
Expense

 Other
expense totaled $2,500,006 and $0 during 2024 and 2023, respectively. The increase in other expense during 2024 compared to 2023 was
primarily due to the financing expense the Company recognized on a convertible promissory note issued in January 2024.

Expense

 We
had interest expense of approximately $3,906,959 and $331,674 for the years ended December 31, 2024 and 2023, respectively. The increase
of $3,575,285 for 2024 compared to 2023 was primarily attributable to the addition of the mortgage on the BBST GA and BBP GA properties,
along with the amortization of the debt discount fees on the convertible debt.

 Loss
on Sale of Investments, net

the 2023 fiscal year, we realized a loss on the sale of investments of $75,603, resulting from the sale of our 20% interest in War Hippies,
LLC in December 2023.

 Other
Income

the 2024 and 2023 fiscal years, we received other income totaling $130,387 and $132,500, respectively, from Roth Industries, LLC (" Roth
Industries "), a related party. Roth Industries paid Venu those amounts pursuant to a license granted by Venu to Roth Industries
to use the trademark, tradename, and likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food
products sold in retail grocery stores and other retail outlets where food products are sold. The licensing fee paid by Roth Industries
to Venu is in the form of a royalty equal to $10,000 per month, which did not change from 2023 to 2024. Accordingly, during the 2024
and 2023 fiscal years, Roth Industries paid Venu $12,500 and $132,500 in royalty payments.

 JW
Roth, Venu's Chairman, CEO, and founder and a principal shareholder of Venu, is also the founder and Chairman of Roth Industries
and holds an approximate 20% membership interest in Roth Industries. Mitchell Roth, a director of Venu, is also the CEO and President
of Roth Industries and holds an approximate 10% membership interest in Roth Industries. Heather Atkinson, the CFO, Secretary, and a director
of Venu, is also the Treasurer and a director of Roth Industries. Additionally, Robert Mudd, Venu's Senior Vice President of Construction
and Market Expansion, and Steve Cominsky, a director of Venu, are also members of Roth Industries. Ms. Atkinson, Mr. Mudd, and Mr. Cominsky
each own less than a 1% membership interest in Roth Industries.

 Factors
that May Influence Future Results of Operations

 Impact
of Macroeconomic Conditions

 We
continue to monitor the impact of macroeconomic conditions, including inflationary pressure, potential for recession, instability of
capital markets, consumer-spending habits, costs of goods, changes to fiscal and monetary policies, interest rate fluctuations, access
to capital, the favorability of lending terms, prolonged supply-chain constraints, and geopolitical trends, on all aspects of our business,
including how those factors may impact our operations, workforce, suppliers, ability to raise additional capital to fund operating and
capital expenditures, sales, and profitability.

 The
extent of the impact of these factors on our business will depend on future developments that are highly uncertain and cannot be confidently
predicted at this time. To date, these factors have not had a material impact to our results of our operations or development efforts.
However, if macroeconomic conditions deteriorate or there are unforeseen developments, our results of operations, financial condition,
and cash flows may be adversely affected.

 Rising
Interest Rates

 A
prevailing trend that has impacted our business since 2022 is rising and steadily high interest rates. Since March 2022, the Federal
Reserve increased interest rates a total of eleven times, with the last hike occurring in July 2023 when target interest rates
reached a range of 5.25% to 5.50%, with a benchmark rate at about 5.4%, the highest level in more than two decades. In each of
September, November and December 2024 the Federal Reserve lowered the benchmark rate by 50 basis points, and then again lowered the
benchmark in November, which together, reduced the rate to the range of 4.25% to 4.50%. Although the Federal Reserve has indicated
that additional rate reductions could occur in 2025, the timing and extent of those rate cuts are uncertain. Although Venu was
fortunate to have access to attractive debt capital and to purchase land to be developed into entertainment campuses on favorable
terms by negotiating with various municipalities and forming public-private partnerships, had those lending opportunities not been
available, volatility in interest rates would have increased the cost of borrowing and required us to agree to loan terms that were
less favorable for borrowers. Furthermore, interest-rate increases may reduce the affordability of our land-development projects due
to increased debt-servicing costs. Volatility in interest rates affect the demand for, and price of real estate. A rise in interest
rates increases the cost while lowering the availability of debt financing. Increased borrowing costs would drive the costs of our
development projects and inflate our project budgets.

 Inflation

 Another
trend that impacted our business throughout 2023 and 2024 that has continued to impact our business during 2024 has been the inflationary
macro-economic environment nationwide. With respect to project execution, inflation increased the cost of building materials and labor
types, creating upward pressure on the costs of constructing and developing our event venues. Third parties that we contracted with,
such as developers and contractors, were impacted by rising inflation rates and the corresponding rise in the costs of goods and services
used in their businesses. Their ability to do business with us could be impacted by steadily high rates of interest and inflation, which
could impact our profitability.

 In
addition to impacting our project construction and development costs, inflation also lead to higher costs for ingredients, supplies,
utilities, and labor, all of which are essential components of operating restaurants and venues. While we were able to offset some of
those costs by adjusting menu prices at our restaurants, we had to balance those adjustments with consumer sentiment to ensure that we
did not deter customers from dining with us and in turn impact our overall sales volume. Inflation also impacts consumer-spending habits.
As the costs of everyday goods and services rise, customers may become more hesitant to spend discretionary funds on restaurant dining.

 We
continue to monitor the impacts of high interest rates and inflation on our business and will continue to proactively seek cost-saving
measures, negotiate with municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending
terms.

 Liquidity
and Capital Resources

 We
have devoted substantially all of our efforts to developing our business plan of market expansion, growing our staff, raising capital,
opening and operating our restaurants and event venues in Colorado and Georgia, planning venues in new markets, such as Oklahoma and
Texas, growing into additional markets, while conducting our initial public offering that closed on November 29, 2024. While our primary
focus is building venues in these new markets which drives our balance sheet, our secondary focus is the development agreements in new
markets. While we undergo the construction of these venues in 2025 in Colorado, Oklahoma and Texas, we do not anticipate operational
profits until we open and operate this new collection of venues.

 We
had an accumulated deficit of $47,361,208 and $17,021,453 as of the years ended December 31, 2024 and 2023, respectively, and generated
cash flows provided by operations of $3,608,417 and compared to cash flows used in operating activities used of $4,876,172 during the
years ended December 31, 2024 and 2023, respectively. The Company believes the majority of net loss in the 2024 period was largely due
to our efforts to developing our business plan, growing our staff, raising capital, and opening and operating our restaurants and event
venues in Colorado and Georgia, pre-opening expenses related to Ford Amphitheater, and planning venues in new markets, such as Oklahoma
and Texas, along with equity based compensation that was issued for services and non-cash financing.

 In
addition, the Company grew its property and equipment, net, to $137,215,936 as of December 31, 2024 compared to $57,737,763 as of December
31, 2023, which represents a year-over-year increase of $79,478,173 or 138%.

2024, we closed a private placement offering in which we sold 3,300,341 shares of Common Stock and received gross proceeds of $32,059,550.

 On
January 17, 2024, the Company entered into a convertible promissory note (the " Note ") with KWO, LLC (" KWO "),
that accrues interest at 8.75% per annum, for draws of up to an aggregate of $10,000,000 to occur between March 2024 to May 2024 to be
used towards Sunset Colorado construction. The outstanding balance of the Note as of December 31, 2024, was $10,000,000. Interest is
to be paid monthly, and the maturity date is one year from the date of the first draw. The first draw occurred on March 1, 2024, in the
amount of $3,860,582.40, and the maturity date of the Note's principal balance is March 1, 2025. The second and third draws occurred
on April 10, 2024, in the amount of $3,738,030.37, and on May 10, 2024, in the amount of $2,401,387.23. At any time during the period
commencing June 1, 2024, and continuing until the date on which the Note is paid in full, KWO may convert the outstanding Note into Company
shares of equivalent value, and the Company shares are deemed to have a fixed value of $10 per share.

 Kevin
O'Neil, a minority stockholder of Venu and owner of the holder of the Note, KWO, along with Mr. JW Roth, both personally guarantee
the Note at a fee equal to 1% of the promissory note balance. The holder of the Note financed the asset purchase and paid the draw to
the Ford Amphitheater general contractor directly thus became a personal guarantor to the Note.

 The
Company recognized a debt discount for the personal guarantee fee of $100,000 with $83,333 expensed to interest expense in 2024, with
the remaining debt discount to be expensed to interest expense over the life of the Note. As consideration of the personal guarantee
fee, the Company granted a three-year warrant to purchase 500,000 shares of Venu common stock at $10 per share for both the holder and
Mr. Roth, with the Company recognizing a debt discount of $3,000,140 with $2,500,117 expensed to interest expense in 2024, with the remaining
to be expensed over the life of the Note. In accordance with ASC 815-10, Derivatives and Hedging, the warrants were recorded at relative
fair value within stockholder's equity in the Condensed Consolidated Balance Sheet. A loan origination fee of $100,000 is recognized
as debt discount with $83,333 expensed to interest expense in 2024, with the remaining to be expensed over the life of the Note. The
Company leased KWO a suite at the Ford Amphitheater with a fair market value of $200,000 without additional payment or consideration,
and is subject to and consistent with the schedule, rights, terms and conditions applicable to other suites offered to the public. The
Company treated this leased suite as a debt discount with $166,667 expensed to interest expense in 2024, with the remining to be expensed
over the life of the Note. The convertible debt balance of $10,000,000, net by the cumulative debt discounts of $2,833,450, agrees to
the net of $9,433,310 shown as convertible debt on the Condensed Consolidated Balance Sheet. In addition, KWO in a related agreement,
purchased 500,000 shares of stock from Mr. Roth at a discount as part of this transaction. Per ASC paragraph 718-10-15-4, the economic
interest holder makes a capital contribution to the reporting entity, and the reporting entity makes a share-based payment to its grantee
in exchange for goods or services provided to the reporting entity. In the Company's instance, Mr. Roth paid the holder on behalf
of the Company. The Company recognized a $2,500,000 charge in other expense and additional paid in capital related to the exchange for
2024, as Mr. Roth completed this stock transaction on behalf of the Company for KWO completing the Note transaction.

 We
believe that (i) cash on hand, (ii) anticipated improved profitability through the next twelve months and thereafter from operating venues
and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, (iii) net profits anticipated to be generated by Ford Amphitheater
from its full season of operations in 2025, and (iv) additional debt financing and capital raising efforts either at the parent corporation
level or through sales of interests in our subsidiaries that own real estate assets related to our amphitheater projects (i.e., our firepit
suite related sales and capital raising efforts) will allow us to continue our business operations. Our ability to continue implementing
our business plan to add new locations to our portfolio for the purpose of developing entertainment campuses depends on our future engagement
in strategic locations, real-estate transactions, capital raising, and debt financing. There is no guarantee we will be able to execute
on our plan above.

 Cash
Flows

 The
following information reflects cash flows for the years presented:

 Years Ended December 31,

 2024

 2023

 Cash and cash equivalents at beginning of period

 $

 $

 23,470,734

 Net cash provided by (used in) operating activities

 3,757,717

 (4,876,172

)

 Net cash used in investing activities

 (72,409,565

)

 (31,165,063

)

 Net cash provided by financing activities

 86,420,198

 32,771,605

 Cash and cash equivalents at end of period

 $

 37,969,454

 $

 Net
Cash Used in Operating Activities

 Net
cash provided by (used in) operating activities was $3,757,717 and ($4,876,172) during the years ended December 31, 2024 and 2023, respectively.
The increase of $8,633,889 in cash used during 2024 compared to 2023 was primarily attributable to the increases in accounts payables,
accrued expenses, deferred revenue, and licensing liabilities.

 Net
Cash Used in Investing Activities

 Net
cash used in investing activities was $72,409,565 and $31,165,063 during the years ended December 31, 2024 and 2023, respectively. The
increase of $41,244,502 in cash used during 2024 compared to 2023 was primarily attributable to the increase in the purchase of property
and equipment in 2024.

 Net
Cash Provided by Financing Activities

 Net
cash provided by financing activities was $86,420,198 and $32,771,605 during the years ended December 31, 2024 and 2023, respectively.
The increase of $53,648,593 in cash provided during 2024 compared to 2023 was primarily attributable to the issuance of shares of Common
Stock and the increase in proceeds from the sale of non-controlling interest equity, along with the proceeds from a municipality promissory
note issued by the City of El Paso, Texas.

 Significant
Accounting Policies and Use of Estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make significant judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management
bases these significant judgments and estimates on historical experience and other assumptions it believes to be reasonable based on
information presently available. Actual results could differ from those estimates under different assumptions, judgments, or conditions.

 Significant
estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long-lived assets;
depreciable lives of property, plant, and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies;
valuation allowances for deferred income-tax assets; estimates of fair value of identifiable assets and liabilities acquired in business
combinations; and estimates of fair value used in the private stock valuations used for equity-based compensation and warrants.

 Revenue
Recognition

 We
recognize revenue in accordance with the Financial Accounting Standards Board Accounting Standards Codification (" ASC ")
606, Revenue from Contracts with Customers, which requires us to allocate the transaction price received from our customers to
separate and distinct performance obligations and to recognize revenue upon the satisfaction of our performance obligations. We recognize
revenue from our sale to customers of F&B products at our restaurants when the F&B products are transferred to the customer.
We recognize revenue from the rental of our venues and from tickets and related fees for concerts or shows performed at our venues when
the event, concert, or show occurs. We recognize naming rights and sponsorship revenue over the life of the naming rights and sponsorship
agreements.

 We
record amounts collected prior to the event as deferred revenue until the event occurs. We record amounts collected from our sponsorship
agreements, which do not relate to a single event, as deferred revenue and recognize those amounts over the term of the agreements as
the sponsorship benefits are provided to our sponsors. As of December 31, 2024 and 2023, our deferred revenue totaled $1,528,159
and $764,081, respectively.

 The
Company contracted with a subsidiary of the Anschutz Entertainment Group (" AEG "), AEG Presents-Rocky Mountains, LLC,
a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August
2024. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under
naming-rights agreements. We generate net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for
concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and
personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our
venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and
host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, etc. within
our net amphitheater revenue recognition from AEG.

 Investments
in Related Parties

 We
have non-controlling interest investments in related parties. We account for certain of our investments in related parties using a practical
expedient to measure those investments that do not have a readily determinable fair value in accordance with ASC 321, Investments
— Equity Securities; ASC 325, Investments — Other; ASC 810, Consolidation; and ASC 820, Fair Value Measurement.
Our investments in related parties are initially recognized at cost, and any income or loss resulting from such investments are recognized
on our consolidated statements of operations, net of operating expenses. The carrying value of our related-party investments are assessed
for indicators or impairment at each balance-sheet date, such that each investment is derecognized upon the sale or impairment of our
interest in the investment. See "Non-controlling Interest and Variable Interest Entities" for further discussions of the
entities that are majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant
influence but does not have control are accounted for under the equity method.

 We
had one investment that we accounted for using the equity method described in ASC 323, Investments — Equity Method and Joint
Ventures, prior to disposing of that investment on December 31, 2023. Pursuant to that accounting method, we initially recorded the
investment as an asset on the balance sheet at its initial cost and then adjusted the investment each reporting period through the income
statement for the income or loss for our proportionate share of the investment.

 We
own 550,000 preferred units, or 2%, of Roth Industries, of which JW Roth, the founder, manager, and chairman, is Venu's chairman
and chief executive officer. Our officers and directors are also minority equity owners of Roth Industries. We currently account for
our investment in Roth Industries using ASC 325, Investments — Other.

 Leases

 We
account for our leases in accordance with ASC 842, Leases, pursuant to which our leases are classified as either operating or
financing leases and recorded in our consolidated balance sheets as both a right-of-use asset and lease liability, calculated by discounting
fixed lease payments over the lease term, including any renewal options that are likely to be exercised, at the rate set forth or implied
in the lease. In calculating the right-of-use asset and lease liability, we elect to combine lease and non-lease components as permitted
under ASC 842. As an accounting-policy election, we exclude short-term leases having initial terms of 12 months or less and expense payments
on those short-term leases as they are made.

Combinations

 On
June 26, 2024, Notes Live Real Estate, LLC, a wholly owned subsidiary of Venu, purchased 100% of the membership units of 13141 BP, LLC
from its members for an aggregate purchase price of $2,761,000, which Venu paid to the members on a pro-rata basis through the issuance
of 276,100 shares of Common Stock, valued at their current fair market value of $10.00 per share.

the year ended December 31, 2024, we granted a total of 3,158,333 warrants, consisting of 2,158,333 warrants granted to employees and
directors and 1,000,000 warrants granted as part of a convertible promissory note. As of December 31, 2024, there was a total of 3,271,694
warrants exercisable with an aggregate intrinsic value of $12,838,379. For the total warrants outstanding of 5,584,293 as of December
31, 2024, the aggregate intrinsic value was $17,892,887.

 As
of December 31, 2024, there was $7,355,813 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation
cost, related to warrants included as a charge to operating expenses in the condensed consolidated statements of operations, was $12,015,133
as of December 31, 2024. The cost is expected to be recognized over a weighted-average period of 5.04 years.

 As
of December 31, 2023, there was a total of 1,669,124 warrants exercisable with an aggregate intrinsic value of $20,169,740. As of December
31, 2023, the outstanding warrants totaling 3,029,830 had an aggregate intrinsic value of $22,434,909.

 Non-controlling
Interest and Variable Interest Entities

 The
non-controlling interest (" NCI ") represents capital contributions and distributions, income and loss attributable
to the owners of less than wholly owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown
as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable
to the NCI shareholders in the accompanying Condensed Consolidated Statements of Operations. The net income (loss) attributable to NCIs
is classified in the Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated
net income (loss) to arrive at the net income (loss) attributable to the Company. The Company has evaluated its investments in unconsolidated
entities in order to determine if they qualify as variable interest entities (" VIEs "). The Company monitors these
investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity,
analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration
event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable
judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not
have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated.

 The
Company accounts for the change in its ownership interest while it retains its controlling financial interest in its majority-owned subsidiaries
or VIEs as equity transactions. The carrying value of the NCI should be adjusted to reflect the change in the Company's ownership
interest in the subsidiary, and differences between the fair value of the consideration received and the amount by which the NCI is adjusted
should be recognized in equity attributable to the Company. This may be shown as NCI and as additional paid in capital to the Company
when combined agree to the non-controlling issuance of shares as shown in the Condensed Consolidated Statement of Change in Stockholders'
Equity.

 If
a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests
are remeasured with the gain or loss reported to net earnings. These may be majority-owned subsidiaries or variable interest entities
that the Company has 100% voting control of.

 The
following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2024:

 BBPCO

 GAHIA

 HIA

 CO

 TN

 MC

 BA

 SHC

 McK

 El

 Venu
 VIP

 Notes
 DST

 Total

 Cash

 260,107

 212,512

 100,475

 31,663

 -

 1,414,974

 767,752

 5,723,088

 11,808,891

 101,469

 2,342

 205,922

 20,629,195

 and equipment, net

 40,583

 10,631,874

 10,277,794

 47,620,003

 -

 36,724

 22,745,062

 12,172,841

 1,980,140

 202,483

 -

 -

 105,707,504

 Other
 assets

 1,191,762

 186,356

 723,801

 98,108

 -

 -

 -

 349,945

 10,086,179

 -

 11,187

 11,000

 12,658,338

 Total
 assets

 1,492,452

 11,030,742

 11,102,070

 47,749,774

 -

 23,512,814

 18,245,874

 23,875,210

 303,952

 13,529

 216,922

 138,995,037

 LIABILITIES

 Accounts
 payable

 59,419

 34,516

 95,655

 -

 -

 13,507,259

 2,669,239

 430,518

 76,039

 14,829

 139,779

 17,027,666

 Accrued
 expenses and other

 365,638

 14,452

 191,565

 167,047

 -

 -

 2,535,164

 92,112

 124,322

 -

 -

 -

 3,490,300

 Other
 long-term liabilities

 1,054,770

 4,190,509

 3,305,253

 11,963,333

 -

 -

 -

 879,424

 -

 -

 -

 21,943,289

 Total
 Liabilities

 1,479,827

 4,205,374

 3,531,334

 12,226,035

 -

 -

 16,592,423

 2,761,351

 1,434,264

 76,039

 14,829

 139,779

 42,461,255

 Stockholders'
 Equity & NCI

 12,625

 6,825,368

 7,570,736

 35,523,739

 -

 6,920,391

 15,484,523

 22,440,946

 227,913

 (1,300
)

 77,143

 96,533,782

 Total
 liabilities and equity

 1,492,452

 11,030,742

 11,102,070

 47,749,774

 -

 23,512,814

 18,245,874

 23,875,210

 303,952

 13,529

 216,922

 138,995,037

 The
following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2023:

 BBPCO

 GA HIA

 HIA

 Sunset CO

 Sunset TN

 Sunset MC

 Sunset BA

 SHC

 Sunset McK

 Total

 Cash

 $
 409,973

 $
 49,643

 $
 110,314

 $
 1,281,934

 $
 52,462

 $
 1,657,511

 $
 677,742

 $
 6,418,199

 -

 $
 10,657,778

 Property and equipment, net

 19,956

 10,993,207

 11,334,305

 13,373,408

 3,506,517

 120,766

 48,988

 269,137

 -

 39,666,284

 Other assets

 1,254,602

 76,104

 733,332

 10,008,993

 1,795

 399,594

 -

 -

 -

 12,474,420

 Total assets

 $
 1,684,531

 $
 11,118,954

 $
 12,177,951

 $
 24,664,335

 $
 3,560,774

 $
 2,177,871

 $
 726,730

 $
 6,687,336

 -

 $
 62,798,482

 LIABILITIES

 $
 35,045

 $
 1,103

 $
 -

 $
 2,168,812

 $
 44,270

 $
 36,989

 $
 47,681

 $
 32,308

 -

 $
 2,366,208

 Accrued expenses

 264,979

 41,520

 192,354

 83,293

 -

 20,962

 24,925

 -

 -

 628,033

 Other long-term liabilities

 1,054,770

 4,336,093

 3,404,225

 -

 3,267,000

 -

 -

 -

 -

 12,062,088

 Total Liabilities

 $
 1,354,794

 $
 4,378,716

 $
 3,596,579

 $
 2,252,105

 $
 3,311,270

 $
 57,951

 $
 72,606

 $
 32,308

 -

 $
 15,056,329

 Stockholders' Equity & NCI

 $
 329,737

 $
 6,740,238

 $
 8,581,372

 $
 22,412,230

 $
 249,504

 $
 2,119,920

 $
 654,124

 $
 6,655,028

 -

 $
 47,742,153

 Total liabilities and equity

 $
 1,684,531

 $
 11,118,954

 $
 12,177,951

 $
 24,664,335

 $
 3,560,774

 $
 2,177,871

 $
 726,730

 $
 6,687,336

 -

 $
 62,798,482

 Off-Balance
Sheet Arrangements

 We
do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often
referred to as structured finance or special purpose entities, as a part of our ongoing business. Accordingly, we did not have any off-balance
sheet arrangements during any of the periods presented.

 Going
Concern

 Our
consolidated financial statements for the years ended December 31, 2024 and 2023 were prepared on a going concern basis of accounting,
which contemplates continuity of operations, realization of assets and liabilities, and commitments in the normal course of business.
Our consolidated financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern.
As of the issuance of our consolidated financial statements, we have concluded that there is not substantial doubt about our ability to
continue as a going concern for the next twelve months. Any doubt regarding our ability to continue as a going concern was alleviated
by our plan to add additional venue locations and to continue our business operations. Venu believes that cash on hand, anticipated improved
profitability in 2025 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of
operations of Ford Amphitheater in 2025, and additional capital raising and debt financing will allow Venu to continue its business operations
for at least 12 months from the date of this Annual Report. Nonetheless, Venu's continued implementation of its business plan to
add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and
debt financing. However, there is no guarantee that we will be able to execute on our business plan.

 Stockholders'

 The
Company had two membership classes of units while it was a limited liability company: Class A Voting and Class B Non-Voting Units. Upon
the Company's conversion on April 6, 2022 from a Colorado limited liability company to a Colorado C corporation, the Company's
Class A Voting Units became its Class A Common Stock, and the Class B Non-Voting Units became its Class B Non-Voting Common Stock.

 On
October 25, 2022, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance,
change the voting rights of its Class A Common Stock, and add its Class C Common Stock as a class of stock.

 On
August 7, 2023, Venu allowed its shareholders to exchange their shares of Class A Common Stock into shares of Class C Common Stock on
a 1-for-25 basis and to convert their shares of Class B Non-Voting Common Stock into shares of Class C Common Stock on a 1-for-1 basis.
The Company has 76,245 shares of treasury stock that it acquired through the acquisition of HIA.

 In
November 2023, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance
and to effect a 5-for-1 forward stock split of the issued and outstanding shares of its Class C Common Stock. On that same date, Venu
also began a private placement offering of its shares of Class C Common Stock for $10.00 per share, which later became an offering of
Common Stock following Venu's one-for-one conversion of Class C Common Stock into Common Stock in September 2024. In connection
with that offering, Venu issued 3,507,591 shares of Common Stock, including 3,300,341 shares during the year ended December 31, 2024.
Venu also issued 700,000 shares of Class C Common Stock as payment for services to Sunshine Advisors, LLC, an outside consultant.

 On
March 5, 2024, Venu and its Class C Common Stock shareholders authorized the creation and issuance of up to 60,000,000 shares of Class
D Common Stock. Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance
and to add its Class D Common Stock as a class of stock. At that time, Venu allowed shares of Class B Non-Voting Common Stock and of
Class C Common Stock to be exchanged for shares of Class D Common Stock on a 1-for-1 basis.

 On
September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to "Venu Holding Corporation"
and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one
basis to shares of "Common Stock." As of the filing of the Amended and Restated Articles of Incorporation, the Company's
authorized capital does not include Class A Voting Common Stock. As of December 31, 2024, the Company had 379,990 shares of Class B Non-Voting
Common Stock and 37,471,465 shares of Common Stock issued and outstanding.

 Except
for any differences in voting privileges or in the contractual rights or limitations assigned or afforded to a specific series of stock
in connection with a merger, acquisition, or strategic transaction, the shares of Common Stock and Class B Non-Voting Common Stock have
the same preferences, limitations, and relative rights. Each holder of Common Stock is entitled to one vote per share of Common Stock
held of record by such holder on all matters on which shareholders generally are entitled to vote. Except as required by law, holders
of the Class B Non-Voting Common Stock have no voting power with respect to their shares of Class B Non-Voting Common Stock, and the
shares of Class B Non-Voting Common Stock are not entitled to vote on any matter submitted to the shareholders.

 JOBS
Act Accounting Election

 In
April 2012, the Jumpstart Our Business Startups Act of 2012 (the " JOBS Act "), was enacted. Section 107 of the JOBS
Act provides that an "emerging growth company" (an " EGC ") may take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. As an EGC under
the JOBS Act, the extended transition period provided in Section 7(a)(2)(B) of the Securities Act allows us to delay the adoption of
certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition
period for complying with new or revised accounting standards that have different effective dates for public and private companies until
the earlier of the date we (i) are no longer an EGC, or (ii) affirmatively and irrevocably opt out of the extended transition period
provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting
pronouncements as of public-company effective dates.

 Other
exemptions and reduced reporting requirements under the JOBS Act for EGCs include presentation of only two years of audited financial
statements in a registration statement for an initial public offering, an exemption from the requirement to provide an auditor's
report on internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, an exemption from any requirement
that may be adopted by the Public Company Accounting Oversight Board, along with less extensive disclosure about our executive compensation
arrangements. We plan to take advantage of these reduced disclosure requirements and exemptions until we are no longer considered an
EGC.

 Item 7A.
Quantitative and Qualitative Disclosures about Market Risk

 We
are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required
under this item.

 Item 8.
 Financial Statements and Supplementary Data

with respect to this Item is contained in the Company's consolidated financial statements included in the Index beginning on page
F-1 of this Annual Report and is incorporated by reference herein.

 Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 None.

 Item 9A.
 Controls and Procedures

 Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures

 As
of December 31, 2024, Venu's Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness
of Venu's "disclosure controls and procedures," as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated
under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), and concluded that the disclosure controls
and procedures were not effective due to material weaknesses in Venu's internal control over financial reporting. Venu had limited
accounting and finance personnel, which impacted its ability to properly segregate duties relating to Venu's internal controls
over financial reporting. In addition, Venu's financial close process was not sufficient. While Venu has processes to identify
and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its systems, processes, and human capital
resources with respect to its accounting and finance functions. The elements of Venu's remediation plan can only be accomplished
over time with the addition of experienced accounting and finance employees and, where necessary, external consultants, and with enhanced
accounting systems and financial close processes.

 Venu
has commenced remediation of the above discussed material weaknesses in that it grew its accounting staff over 100% during the year ended
December 31, 2024, compared to December 31, 2023. Venu will continue to evaluate its accounting and finance staffing needs as well as
make planned enhancements to its systems and improvements to its financial reporting processes. However, there can be no assurance that
Venu will be successful in remediating the material weaknesses in its internal control over financial reporting. If Venu is unable to
successfully complete its remediation efforts or favorably assess the effectiveness of its internal control over financial reporting,
Venu's operating results, financial position, stock price, and ability to accurately report its financial results and timely file
its SEC reports could be adversely affected.

 Management's
Report on Internal Control over Financial Reporting

 This
Annual Report does not include a report of management's assessment regarding internal control over financial reporting due to a
transition period established by rules of the SEC for newly public companies.

 Attestation
Report of the Registered Public Accounting Firm

 This
Annual Report does not include an attestation report of the Company's registered public accounting firm due to a transition period
established by rules of the SEC for newly public companies.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal controls (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) over financial reporting
during the year ended December 31, 2024, covered by this Annual Report that could materially affect, or are reasonably likely to materially
affect, our financial reporting.

 Item 9B.
 Other Information

the quarter ended December 31, 2024, each of the Company's directors and its Chief Executive Officer, Chief Financial Officer,
and Senior Vice President of Construction and Market Expansion entered into a "Rule 10b5-1 trading arrangement" (the " Sales
Plan ") as that term is defined in Item 408(a) of Regulation S-K. Each Sales Plan was adopted on or after December 23, 2024, and was intended to satisfy
the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. In accordance with each Sales Plan, a broker is authorized
to begin selling Common Stock pursuant to the Sales Plan beginning on the later of (i) the 91st day following the adoption of the Sales
Plan, or (ii) two business days following the filing of this Annual Report with the SEC, but in no event later than 120 days from the
adoption of the Sales Plan. Each Sales Plan is scheduled to terminate on the first anniversary of its adoption (unless terminated earlier
in accordance with its terms). In each Sales Plan no sales of Common Stock may be affected at a price less than $10 per share, and the
total number of shares that may be sold on any given trading day among all Sales Plans cannot exceed 25% of the daily volume on that
date. In addition, nothing in the Sales Plans amend, modify, or rescind any leak-out or lock-up restrictions to which any Company officer
or director is subject to. Because of these limitations, as of the date of this Annual Report no shares of Common Stock have been deposited
with that agent / broker for the Sales Plans.

 Item 9C.
 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 None.

 Part
III

 Item 10. Directors,
Executive Officers, and Corporate Governance

 The
Company's executive officers and directors, as of March 15, 2025 are listed below.

 Executive
Officers and Board of Directors

 Name

 Age

 Position

 Since

 Executive
 Officers

 JW
 Roth

 Chairman
 and Chief Executive Officer

 April
 2021

 William
 Hodgson

 President

 -

 Atkinson

 Chief
 Financial Officer and Director

 April
 2021

 Mudd

 Senior
 Vice President of Construction and Market Expansion

 -

 Non-Employee
 Directors

 Steve
 Cominsky

 April
 2021

 Matt
 Craddock

 March
 2023

 David
 Lavigne

 December
 2023

 Mitchell
 Roth

 April
 2021

 Biographical

 Executive
Officers

 JW
Roth, a fifth-generation Colorado native, is the founder, Chairman, and Chief Executive Officer of Venu. Mr. Roth has been with
the Company since its inception in May 2021 in his current role of founder and CEO. Mr. Roth became Chairman of the Company's Board
of Directors upon the Board's inception on April 5, 2021. Mr. Roth is also the co-founder and Chairman of Roth Industries, LLC,
an 85-ton-per-week prepared foods plant located in Colorado Springs, Colorado. Additionally, Mr. Roth is the sole manager and 50% shareholder
of Centennial Standard Real Estate Company, LLC and co-manager of Touch 4 Partners, LLC, a venture capital investment fund. With more
than 30 years of private and public company experience, Mr. Roth has been actively involved in helping take several companies public,
including Aspen Bio, Inc. and Where Food Comes From Inc. Mr. Roth has been featured in such publications as The Wall Street Journal,
Fortune Magazine, Venues Now, The New York Times, and more than 50 business journals throughout the United States. He has made multiple
appearances on CNBC and Bloomberg Television and was named on the VenuesNow 2022 All-Stars list.

 William
Hodgson is the President of Venu, a position he has held since October 2024. Mr. Hodgson has extensive experience in the live
music industry, spanning over 20 years. Prior to joining Venu, Mr. Hodgson worked at Live Nation Entertainment, Inc. (NYSE: LYV), a leading
entertainment company, where he held various positions over more than 13 years, including as General Manager of venues in three states
from August 2011 through February 2018, Regional General Manager of the West from February 2018 through May 2021, overseeing all of Live
Nation's House of Blues operations for the western region of the United States, and most recently as the Head of House of Blues
Entertainment from May 2021 through October 2024, where he was responsible for the vision, brand direction, strategic growth, and overall
operations of Live Nation's House of Blues and Brooklyn Bowl divisions. Mr. Hodgson received a Bachelor of Arts in Economics from
Wake Forest University, which he applied to various roles in investment banking, finance, and operations prior to entering the concert
and hospitality industry.

Atkinson has been the Chief Financial Officer, Secretary, and Treasurer of Venu since its inception in March 2017. She began
serving as a director of Venu in April 2021. She also currently serves as a director and Treasurer of Roth Industries, LLC. In addition
to Mrs. Atkinson's role with Venu and Roth Industries, she serves as the Treasurer to Hospitality Income & Asset, LLC and 13141
BP, LLC, which own real property and lease that property to certain of subsidiaries of Venu's. Prior to joining Venu and Roth Industries,
LLC Mrs. Atkinson served as the Controller, Secretary, and Treasurer of Accredited Members Acquisition Corporation (previously quoted
under the symbol ACCM on the OTCBB) and its predecessor, Accredited Members Holding Corporation. Mrs. Atkinson has over 25 years of accounting,
finance, and financial reporting experience in both public and private companies including consolidations, shareholder relations, SEC
reporting, internal and external financial statement reporting, budgeting, cash forecasting, mergers and acquisitions, and restructuring
and international accounting while working closely with outside audit and legal firms. She is a licensed CPA and holds a Bachelor of
Science degree in Accounting from Evangel University.

Mudd is the Senior Vice President of Construction and Market Expansion. Mr. Mudd previously served as the President and Chief
Operating Officer of Venu from February 2024 through October 2024 and as Senior Vice President of Real Estate and Development for Venu
from January 2023 through January 2024 where he oversaw the company's real property acquisitions, entitlement process and related
matters for the Company's real estate portfolio and projects. Prior to serving as Senior Vice President of Real Estate and Development,
from June 2021 until January 2023, he served as the Company's Chief Operating Officer and President and also served as a director
of the Company from June 2021 until January 2023. Prior to joining Venu, from June 2014 until June 2021, Mr. Mudd served as the President
of Adventures in Missions an interdenominational missions organization focused on discipleship. Mr. Mudd has over 30 years of business
and management experience and, in addition to his roles at Venu, he has served in a number of executive roles for organizations from
start-ups to groups with a benevolent purpose. The first 15 years of his career were spent in the technology and telecommunications industry
where he was President of Correctional Billing Services, Executive Vice President of Operations at Securus Technologies, LLC, COO of
Evercom Systems, Inc., and COO of TDM, Inc. Mr. Mudd has a bachelor's degree in education from the University of Louisville.

 Non-Employee
Directors

 Mitchell
Roth has served as a director of Venu since April 2021. In addition, he has also worked for Venu in a part-time capacity as Strategy
Consultant since April 2022. Mr. Roth has been affiliated with Roth Industries, LLC since 2015, and currently serves as its President
and CEO. Roth Industries is a leading consumer packaged goods company, specializing in prepared foods, based in Colorado Springs, Colorado
with distribution in more than 8,000 retail supermarkets nationwide, including Costco, Walmart, Kroger, and others. Mr. Roth is also
a 50% owner of Centennial Standard Real Estate Company, LLC, a real estate development and investment company. Prior to his tenure with
Roth Industries Mr. Roth worked in an operational and advisory capacity within various companies owned or invested in by the Roth family.
From May 2013 until January 2014, Mr. Roth worked at the investment-banking firm Laidlaw and Company, Ltd. in New York City. Mr. Roth
received a Bachelor of Science degree in Business Finance and Economics from Liberty University in Lynchburg, VA.

 Steve
Cominsky has served as director of Venu since April 2021. Mr. Cominsky has over 30 years of experience in food, beverage, and
hospitality operations and management. Mr. Cominsky founded CC Management & Development Corp LLC (" CC Management ")
in 2013 and has worked with CC Management since its inception. CC Management is a boutique consulting and development firm that focuses
on the restaurant and bar industry, and provides a range of services related to operations and strategic planning, and the company has
worked with multiple existing and startup concepts in the greater Denver market on matters such as concept vision and development, re-branding
and operations oversight. Mr. Cominsky is also currently involved in the oversight and operations of the Social Bar & Lounge an upscale
bar and cocktail lounge located in suburban Denver, and which he founded in 2018. Mr. Cominsky has a Bachelor of Arts in Economics from
Bloomsburg University of Pennsylvania.

 Matt
Craddock has served as a director of Venu since March 2023. He currently serves as the CEO of Craddock Commercial Real Estate,
LLC and as the President of Craddock Development Company, Inc., a full-service real estate company founded by his father. In those roles,
Mr. Craddock directs and manages a portfolio of $125 million in real estate assets in Colorado and New Mexico on behalf of the family
and their strategic partners. Mr. Craddock has served on a number of local, non-profit boards, including Junior Achievement, The Boy's
and Girl's Club, and Discover Goodwill. Mr. Craddock has over 28 years of experience in commercial real estate finance, development,
and operations. He is a licensed Broker in the State of Colorado and carries an EMS and CCIM designation. He holds a Bachelor of Arts
degree in Humanities from Pepperdine University.

 Dave
Lavigne has served as a director of Venu since December 2023. Mr. Lavigne spent the first 17 years of his career in the financial
and investment industry primarily employed by small regional sell-side broker dealers/investment bankers. During that period, Mr. Lavigne
acted in various capacities, including National Sales, Chief Executive Officer and Head of Research roles, and he held a variety of securities
licenses and certifications. In 2001, Mr. Lavigne left the sell-side to set up an independent subscription-based microcap research firm
called Edgewater Research where he served as the lead analyst until 2010. Since that time, he has provided research in a similar format
under two subsequent labels, including his current company Trickle Research which he founded in 2016, and has served as the firm's
senior analyst since its inception. Over his career, Mr. Lavigne has evaluated hundreds of small public and private enterprises across
dozens of industries and has provided extensive individual fundamental research and associated valuation models on well over 100 of those
names. In addition, he has published financial newsletters covering both microeconomic and macroeconomic issues. In conjunction with
his research platforms, Mr. Lavigne has also conducted dozens of research conferences across the country focusing primarily on microcap
issuers and the capital markets. He is currently a research contributor to both the FactSet and the Alpha-Sense platforms. Mr. Lavigne
graduated from the University of Idaho in 1984 with a B.S. in Finance.

 Family
Relationships

 JW
Roth and Mitchell Roth are father and son. Except for such relationship between JW Roth and Mitchell Roth, there are no other family
relationships among any of the Company's directors or officers.

 Board
of Directors Composition

 Our
business and affairs are managed under the direction of our Board.

 Current
Board of Directors

 Our
Articles of Incorporation and Bylaws provide for the business and affairs of the Company to be managed by our Board and authorize the
Board to fix from time to time the number of directors serving on the Board, provided that the Board must have at least one director.
Our Board currently consists of six directors, being JW Roth, Heather Atkinson, Steve Cominsky, Matt Craddock, David Lavigne, and Mitchell
Roth. During the year ended December 31, 2024, Chad Hennings also served on our Board.

 Each
director on our Board will continue to serve until such director's successor is duly elected and qualified, or until such director's
earlier death, resignation, retirement, disqualification, or removal from the Board.

 Corporate
Governance

 Committees
of the Board

 Our
Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each operating
pursuant to a charter adopted by our Board. The composition and functioning of all of our committees complies with all applicable requirements
of the Sarbanes-Oxley Act of 2002 and with the rules and regulations of the NYSE American and the SEC. In addition, from time to time,
other committees may be established under the direction of our Board to facilitate the management of our business or when necessary to
address specific issues.

 The
members of each of our committees will serve on such committees for such term or terms as the Board may determine or until their earlier
removal, resignation, or death. At least annually, each committee must review its charter and recommend any proposed changes to the Board
for approval. Each committee must conduct an annual evaluation of its performance of the duties described in the committee's charter
and must present the results of the evaluation to the Board.

 Audit
Committee

 The
Company has a separately designated Audit Committee of the Board established in accordance with the Exchange Act. Our Audit Committee
consists of Dave Lavigne and Steve Cominsky, both of whom the Board has determined are independent in accordance with the requirements
of Rule 10A-3 of the Exchange Act and the NYSE American listing standards. Our Board has also determined that Mr. Lavigne is the "audit
committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K. All members of our Audit Committee are financially
literate, as determined by our Board, and can read and understand fundamental financial statements, including the Company's balance
sheet, income statement, and cash flow statement.

 Compensation
Committee

 Our
Compensation Committee consists of Dave Lavigne and Matt Craddock. Our Board has determined that each member of our Compensation Committee
is independent in accordance with the rules of the NYSE American and the Company's independence guidelines. Our Compensation Committee
carries out the responsibilities delegated by the Board relating to the review and determination of executive compensation.

 Nominating
and Corporate Governance Committee

 Our
Nominating and Corporate Governance Committee consists of Dave Lavigne, Steve Cominsky, and Matt Craddock. Our Board has determined that
each member of our nominating and corporate governance committee is independent in accordance with the rules of the NYSE American. Our
nominating and corporate governance committee functions to carry out the responsibilities delegated by the Board relating to the Company's
director-nominations process and the development and maintenance of the Company's corporate-governance policies.

 Procedures
for Nominating Directors to the Board

 There
have been no material changes to the procedures by which our shareholders may recommend nominees to our Board. For a description of such
procedures, see the section of our IPO Final Prospectus entitled "Description of Capital Stock – Anti-Takeover Effects of
Provisions of Our Governance Documents – Advance Notice Requirements." Our Bylaws establish advance notice requirements that
shareholders must meet to make any nominations for election to our Board or to submit other business to be acted upon at shareholder
meetings. To be timely for purposes of an annual meeting of shareholders, a shareholder's notice must be received by the Company's
secretary at the Company's principal executive offices (i) not later than the close of business on the 90th day nor earlier than
the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of shareholders (if
such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year's annual
meeting or not later than 70 days after the anniversary of the previous year's annual meeting), or (ii) with respect to any other
annual meeting of shareholders, including in the event that no annual meeting was held in the previous year, not earlier than the close
of business on the 120th day prior to the annual meeting and not later than the close of business on the later of: (1) the 90th day prior
to the annual meeting and (2) the tenth day following the date on which the Company first publicly announces the meeting date. To be
timely for purposes of a special meeting of shareholders, a shareholder's notice must be received not later than the close of business
on the 90th day nor earlier than the close of business on the 120th day prior to the special meeting or the tenth day following the Company's
public announcement of the meeting date. Our Bylaws also specify certain requirements as to the form and content of shareholder meetings.
These provisions may preclude our shareholders from bringing matters or making nominations for directors at our shareholder meetings.

 Role
of our Board Committees in Risk Oversight

 We
face a number of risks, including those described under the "Risk Factors" section in this Annual Report, including in the
section entitled "Cautionary Note Regarding Forward-Looking Statements." One of the key functions of our Board is informed
oversight of our risk management process. The Board does not have a standing risk management committee but rather administers this oversight
function directly through the Board as a whole, as well as through its standing committees. The committees of the Board assist our full
Board in risk oversight by addressing specific matters within the purview of each committee.

 In
particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee has the responsibility
to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures,
including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also
monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function.
Our Nominating and Corporate Governance Committee oversees our corporate governance framework and monitors the effectiveness of our corporate
governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the
potential to encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management
of such risks, our full Board is regularly informed of such risks through committee reports and otherwise.

 While
the Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division
of responsibilities enables us to address our risks most effectively.

 Code
of Ethics and Business Conduct

 Our
Board has adopted a Code of Business Conduct and Ethics (the " Code of Conduct ") applicable to our principal executive,
financial, and accounting officers and all persons performing similar functions. A copy of our Code of Conduct is attached as Exhibit
14.1 to this Annual Report. In addition, our Board has adopted a charter for our Audit Committee, Compensation Committee, and Nominating
and Corporate Governance Committee. You can access our Code of Conduct and our current committee charters on the Investor Relations section
of our principal corporate website at  or request a copy of any of the foregoing by writing to the
following address: Venu Holding Corporation, Attention: Secretary, 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. We
will make any legally required disclosures regarding amendments to or waivers of provisions of our Code of Conduct or current committee
charters on our website.

 Insider
Trading Policy

 The
Company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company's securities
by directors, officers, and employees. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws,
rules, and regulations, and the NYSE American listing standards applicable to the Company. A copy of the Company's Insider Trading
Policy is attached to this Annual Report as Exhibit 19.1. Compliance with insider trading laws is also addressed in the Company's
Code of Conduct, attached as Exhibit 14.1 to this Annual Report.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires the Company's directors, executive officers, and persons holding more than 10% of the Company's
Common Stock (each such person, an " Insider ") to report their initial ownership of Common Stock and other equity securities
on a Form 3 report and any changes in that ownership on Form 4 or Form 5 reports that must be filed with the SEC. The SEC has designated
specific deadlines by which Insiders must file these reports. Pursuant to the applicable SEC rules, the Company must identify any Insiders
who were delinquent in filing their required Section 16(a) reports when due and to disclose, with respect to each such Insider, the number
of late Section 16(a) reports, the number of transactions that were not reported on a timely basis, and any known failure to file
a required report.

 Each
of the Company's Insiders filed their respective Initial Statement of Beneficial Ownership on Form 3 on December 5, 2024, whereas
the initial registration statement for the initial public offering (the " IPO ") of the Company's Common Stock
was declared effective on November 12, 2024, and to be considered timely such Form 3s would have been filed on that same date.

 Item 11.
Executive Compensation

 Venu
is currently considered an "emerging growth company," within the meaning of the Securities Act, for purposes of the SEC's
executive compensation disclosure rules. In accordance with such rules, Venu is required to provide a Summary Compensation Table and
an Outstanding Equity Awards at Fiscal Year End Table, as well limited narrative disclosures regarding executive compensation. Further,
Venu's reporting obligations extend only to its "named executive officers" (our " NEOs "), meaning
its principal executive officer and Venu's next two most highly compensated executive officers in respect of their service to Venu
at the end of the last completed fiscal year. Accordingly, our NEOs are:

 JW
 Roth, our Founder, Chief Executive Officer, and Chairman;

 Atkinson, our Chief Financial Officer;

 Mudd, our former President and Chief Operating Officer from February 28, 2024 through September 30, 2024, who began serving
 in his current role as our Senior Vice President of Construction and Market Expansion on November 1, 2024; and

 William
 Hodgson, our President, who began serving in that role on October 21, 2024.

 Summary
Compensation Table

 The
following table sets out the compensation for our NEOs for the years ended December 31, 2024 and December 31, 2023:

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Option
 Awards (1)
 ($)

 All
 Other
 Compensation
 ($) (2)

 Total
 ($)

 JW Roth

 2024

 $
 428,378

 $
 14,036

 $
 368,460

 $
 70,191

 $
 881,064

 Chief Executive Officer and Chairman

 2023

 $
 386,234

 $
 6,609

 $
 133,112

 $
 42,160

 $
 568,115

 Heather Atkinson

 2024

 $
 255,301

 $
 13,218

 $
 295,262

 $
 50,880

 $
 614,661

 Chief Financial Officer, Secretary and Treasurer

 2023

 $
 217,594

 $
 6,609

 $
 33,893

 $
 35,867

 $
 293,962

 Robert Mudd (3)

 2024

 $
 295,676

 $
 7,116

 $
 66,304

 $
 50,638

 $
 419,735

 Former President and Chief Operating Officer

 2023

 $
 209,908

 $
 6,742

 $
 33,497

 $
 30,213

 $
 280,360

 Will Hodgson (4)

 2024

 $
 88,07

 $
 106,642

 $
 122,034

 $
 2,017

 $
 318,760

 President and Chief Operating Officer

 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 (1)

 Amounts
 do not reflect compensation actually received by the officer. Values in this this table tie to compensatory warrants that are exercisable
 at the option of the holder. The grant fair value number for the "options" is computed in accordance with FASB ASC Topic
 718. The fair value assumptions used for purposes of the valuation is cited in Footnote 11-Warrants to the Venu 2024 financials.

 (2)

 Each
 executive officer receives a car allowance from Venu, with Mr. Roth receiving $30,044 in 2024 and $19,009 in 2023; Ms. Atkinson receiving
 $13,775 in 2024 and $12,715 in 2023; Mr. Mudd receiving $14,121 in 2024 and $7,061 in 2023; and Mr. Hodgson receiving $0 in 2024.
 Other benefits included in the "All Other Compensation" column include medical insurance benefits paid by the Company
 on behalf of these employees. In addition, for Mr. Roth and Ms. Atkinson, the "All Other Compensation" columns for 2024
 and 2023 includes $7,500, which each of them received in their capacities as members of the Board of Directors, and fees payable
 for the attendance of board meetings in person.

 (3)

 the year ended December 31, 2023 until February 28, 2024, Mr. Mudd served in a non-NEO role as Senior Vice President of Real
 Estate and Development. He began serving as the President and COO on February 28, 2024 through September 30, 2024. On October 4,
 2024, the Company appointed William Hodgson as its President, replacing Mr. Mudd in that position effective October 21, 2024. On
 November 1, 2024, Mr. Mudd's position changed to Senior Vice President of Construction and Market Expansion.

 (4)

 On
 October 4, 2024, the Company appointed Mr. William Hodgson as its President, with Mr. Hodgson beginning in that role on October 21,
 2024. Accordingly, the compensation reported for Mr. Hodgson reflects what he received for the partial year ended December 31, 2024.

 Narrative
to the Summary Compensation Table

 Base
Salaries

 Venu
uses base salaries to recognize the experience, skills, knowledge, and responsibilities required of all its employees, including our
NEOs. Base salaries are reviewed annually and adjusted from time to time in an effort to realign salaries with market levels after taking
into account individual responsibilities, performance, and experience.

 The
base salary of Mr. Roth during 2024 was increased to $500,000 effective October 1, 2024. Prior to entering into that agreement, Mr. Roth's
base salary was $400,000 in 2023.

 Ms.
Atkinson's base salary as of December 31, 2024 was $270,000, effective October 1, 2024, having increased from $200,000 as of December
31, 2023.

 Mr.
Mudd's base salary as of December 31, 2024 was $270,000, having increased from $200,000 as of December 31, 2023. In connection
with Mr. Mudd's new position as Senior Vice President of Construction and Market Expansion, which took effect on November 1, 2024,
Mr. Mudd's base salary continues to be $270,000 per year.

 In
Mr. Hodgson's newly appointed role as President of the Company, effective October 21, 2024, his annual base salary is $500,000.

 Annual
Bonus/Non-Equity Incentive Compensation

 To
date, Venu has not awarded its NEOs annual incentive compensation based on the satisfaction of individual and corporate performance objectives
established by the Board of Directors. However, executive officers are eligible to receive discretionary cash bonuses as determined by
the Board of Directors based on the financial performance of the Company and each officer's contributions to the Company as a whole.
The Board of Directors awarded each of Venu's NEOs a discretionary cash bonus in 2024 and 2023.

 Equity-Based
Incentive Awards

 Equity-based
awards give our executives and key employees a stake in Venu's long-term performance and viability, thereby motivating them to
be top performers. Equity-based awards enable Venu to attract key talent, encourage executive retention, establish an ownership culture,
facilitate the achievement of the Company's goals, and align the interests of our executives and our shareholders.

 Equity-based
awards are given in the form of warrant compensation during the past two years. These warrants are based on the dollar equivalent of
a cash bonus in the warrants full value and approved by the board of directors.

 Retirement
Plans

 Venu
established a defined contribution plan for all employees aged 21 and older who have completed six months of service for payrolls as
of January 1, 2024. The Company makes a matching contribution of 100% on the first 5% contributed.

 Employee
Benefits

NEOs are eligible to participate in employee benefit plans and programs, including medical and dental benefit plans.

 Pension
Benefits

NEOs did not participate in, or earn any benefits under, any pension or retirement plan sponsored by the Company during the years ended
December 31, 2024 and 2023.

 Nonqualified
Deferred Compensation

NEOs did not participate in, or earn any benefits under, any non-qualified deferred compensation plan sponsored by the Company during
the years ended December 31, 2024 and 2023.

 Outstanding
Equity Awards as of December 31, 2024

 The
following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2024.

 Outstanding
 Equity Awards at

 Fiscal Year End

 Stock
 Awards

 Grant
 Date

 Expiration
 Date

 of

 Securities

 Underlying

 Unexercised

 Options

 Exercisable

 (#) (1)

 of

 Securities

 Underlying

 Unexercised

 Options

 Unexercisable

 (#) (1)

 Incentive Plan

 Awards:

 Number of

 Securities

 Underlying

 Unexercised

 Unearned

 Options

 (#)

 Option

 Exercise

 Price

 ($) (1)

 JW
 Roth

 10/11/2022

 10/11/2027

 250,000

 (2)

 —

 —

 $

 3.00

 4/19/2022

 4/19/2029

 166,667

 (3)

 333,333

 —

 $

 2.00

 4/5/2021

 4/5/2026

 49,999

 (4)

 16,667

 —

 $

 0.12

 1/17/2024

 1/16/2027

 (5)

 —

 —

 $

 10.00

 2/28/2024

 2/28/2031

 166,667

 (6)

 333,333

 —

 $

 10.00

 Atkinson

 10/11/2022

 10/11/2027

 150,000

 (7)

 —

 —

 $

 3.00

 4/11/2022

 4/11/2029

 31,250

 (8)

 93,750

 —

 $

 2.00

 4/5/2021

 4/5/2026

 8,333

 (9)

 8,333

 —

 $

 0.60

 5/27/2020

 5/27/2025

 33,335

 (10)

 —

 —

 $

 1.20

 2/28/2024

 2/28/2021

 66,667

 (11)

 133,333

 —

 $

 10.00

 10/1/2024

 10/1/2031

 30,695

 (12)

 61,388

 —

 $

 10.00

 Mudd

 10/11/2022

 10/11/2027

 205,000

 (13)

 —

 —

 $

 3.00

 10/28/2021

 10/28/2026

 37,500

 (14)

 25,000

 —

 $

 0.12

 4/11/2022

 4/11/2029

 31,250

 (15)

 93,750

 —

 $

 2.00

 4/5/2021

 4/5/2026

 8,333

 (16)

 8,333

 —

 $

 0.60

 10/1/2024

 2/28/2031

 100,000

 (17)

 107,917

 —

 $

 10.00

 Will
 Hodgson

 11/1/2024

 11/1/2031

 —

 (18)

 —

 $

 10.00

 (1)

 Numbers
 in this table tie to compensatory warrants that are exercisable at the option of the holder. The grant fair value number for the
 "options" is to be computed in accordance with FASB ASC Topic 718. The fair value assumptions used for purposes of the
 valuation is cited in Footnote 11-Warrants to the 2024 financials.

 (2)

 This
 warrant is exercisable in full and is scheduled to expire on October 11, 2027.

 (3)

 This
 warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance.
 This warrant is scheduled to expire on April 11, 2029.

 (4)

 This
 warrant vests ratably over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance
 date. This warrant is scheduled to expire on April 5, 2026.

 (5)

 This
 warrant is exercisable in full and is scheduled to expire on January 16, 2027.

 (6)

 This
 warrant vests ratably over a four-year term, with the first vesting date having occurred on the date of issuance. The warrant is
 scheduled to expire on February 28, 2031.

 (7)

 This
 warrant is exercisable in full and is scheduled to expire on October 11, 2027.

 (8)

 This
 warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance.
 This warrant is scheduled to expire on April 11, 2029.

 (9)

 This
 warrant vests ratably over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance
 date. This warrant is scheduled to expire on April 5, 2026.

 (10)

 This
 warrant is exercisable in full and is scheduled to expire on May 27, 2025.

 (11)

 This
 warrant vests ratably over a four-year term, with the first vesting date having occurred on the date of issuance. The warrant is
 scheduled to expire on February 28, 2031.

 (12)

 This
 warrant vests ratably over a two-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled
 to expire on October 1, 2031.

 (13)

 This
 warrant is exercisable in full and is scheduled to expire on October 11, 2027.

 (14)

 This
 warrant vests ratably over a five-year term, with one-fifth of the warrant vesting on each annual anniversary from the date of issuance.
 This warrant is scheduled to expire on October 28, 2026.

 (15)

 This
 warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance.
 This warrant is scheduled to expire on April 11, 2029.

 (16)

 This
 warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance.
 This warrant is scheduled to expire on April 5, 2026.

 (17)

 This
 warrant vests ratably over a two-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled
 to expire on February 28, 2031.

 (18)

 This
 warrant vests over a four-year period, with 50,000 shares underlying the warrant vesting on April 30, 2025, 75,000 vesting on November
 1, 2025, and 125,000 vesting on each of November 1, 2026, 2027, and 2028.

 Employment
Arrangements

 The
following discussion contains a summary of the terms of the employment agreements currently in effect for JW Roth. Neither Ms. Atkinson,
Mr. Mudd, nor Mr. Hodgson are parties to an employment agreement that provides a contractual right to severance payments upon a termination
or change of control; instead, each is an employee at will.

 Roth
Employment Agreement

 The
Company entered into an employment agreement with Mr. Roth on June 6, 2023, which sets forth the terms and conditions of his employment
(the " Roth Agreement "). Pursuant to the Roth Agreement, Mr. Roth serves as our Chief Executive Officer and is entitled
to an annual base salary of $400,000, with such base salary to be increased annually by no less than 2.5%. The Roth Agreement is for
a term through November 6, 2028 and automatically renews for successive one-year terms thereafter unless not renewed by either Venu or
Mr. Roth upon not less than six months' advance written notice to the other party.

 In
the event Venu terminates Mr. Roth's employment other than "for Cause" or Mr. Roth terminates his employment with Venu
for "Good Reason" (each as defined in the Roth Agreement), Mr. Roth is entitled to receive the following payments and benefits,
in addition to any accrued obligations: (a) a lump-sum payment, equal to one times the sum of (i) Mr. Roth's then base salary and
(ii) the bonus received in respect of performance during the year prior to the year of the termination date; (b) Venu's reimbursement
for the monthly premium paid to continue health-plan coverage for up to 18 months after the termination date or until otherwise specified
in the Roth Agreement; and (c) all outstanding unvested stock options or other equity awards granted to Mr. Roth during the term of the
Roth Agreement becoming fully vested and exercisable for the 12-month period after the termination date, irrespective of the terms of
any equity incentive plan or award agreements (such benefits described in the preceding clauses (b) and (c), the " Other Termination
Benefits "). In addition, if Mr. Roth's employment is terminated by Mr. Roth for "Good Reason" or by Venu
other than "For Cause" (other than on account of Mr. Roth's death or total disability) within three months prior to,
or two years following, a "Change in Control," Mr. Roth is entitled to a lump-sum payment equal to two times the sum of his
base salary and his bonus awarded during the year prior to the year of the transaction that constituted a Change of Control along with
the Other Termination Benefits.

 A
"Change in Control" is defined to mean each of the following events: (i) Any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of Venu representing more than 50% of the total voting power represented by Venu's then-outstanding
voting securities; (ii) the sale or disposition by Venu of all or substantially all of its assets; (iii) the consummation of a merger
or consolidation of Venu with or into any other entity, other than a merger or consolidation which would result in the voting securities
of Venu outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or its parent) more than 50% of the total voting power represented by the voting securities of Venu
or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (iv) individuals who are members
of Venu Board (the " Incumbent Board ") cease for any reason to constitute at least a majority of the members of the
Incumbent Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any
new board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new
member shall, for purposes of the Roth Agreement, be considered as a member of the Incumbent Board.

Compensation

 Venu
has provided cash compensation for attendance at Board meetings held in person and equity-based compensation to its directors. The following
table sets forth information regarding the compensation our non-employee directors earned for service on our Board during the year ended
December 31, 2024.

 Name

 Fees
 Earned or
 Paid in Cash
 ($) (1)

 Stock
 Awards
 ($)

 Option

 Awards
 ($) (2)

 All
 Other
 Compensation
 ($) (3)

 Total
 ($)

 Mitchell Roth

 $
 5,000

 $
 —

 $
 91,117

 $
 90,000

 $
 186,117

 Steve Cominsky

 $
 5,000

 $
 —

 $
 58,099

 $
 —

 $
 63,099

 Matthew R. Craddock

 $
 2,500

 $
 —

 $
 56,880

 $
 —

 $
 59,380

 Chad Hennings

 $
 5,000

 $
 —

 $
 77,158

 $
 60,000

 $
 142,158

 Dave Lavigne

 $
 5,000

 $
 —

 $
 56,880

 $
 —

 $
 61,880

 (1)

 2024, Venu paid each director a fee of $2,500 for each meeting of the board of directors that a director attended in-person and on-site.

 (2)

 Amounts
 do not reflect compensation actually received by the director. Values in this this table tie to compensatory warrants that are exercisable
 at the option of the holder. The grant fair value number for the "options" is computed in accordance with FASB ASC Topic
 718. The fair value assumptions used for purposes of the valuation is cited in Footnote 11-Warrants to the Venu 2023 financials.

 (3)

 These
 amounts represent compensation received by certain directors for services rendered other than with respect to their services on the
 board of directors. Mr. Hennings began providing services to Venu on January 23, 2023, serving as a spokesperson and business-development
 promoter for the Company and earning $60,000 in cash annually (pro-rated for any partial year) for his services, along with 50,000
 warrant shares granted at a $3.00 exercise price per warrant. Mr. Mitchell Roth provides corporate financial writing assistance and
 other investor relations duties and is compensated by Venu at $90,000 annually for these services.

 Narrative
Disclosure to Director Compensation Table

2024, Venu paid each director a fee of $2,500 for each meeting of the board of directors that a director attended in-person and on-site.
Otherwise, Venu does have a formal compensation program for its directors.

 From
time to time, Venu has awarded its directors compensatory warrants as a means to attempt to further align the interests of its directors
with the Company and its shareholders. To date, these compensatory warrants have not been awarded on a set schedule or defined interval.
Typically, a warrant has been granted on an annual basis (in each case subject to vesting conditions). In 2024, Venu granted each director
a warrant exercisable to purchase 20,000 shares of Common Stock at an exercise price of $10.00 per share in consideration for serving
on the Board. Each director's warrant vests ratably over a two-year period beginning on February 28, 2025.

 Policies
and Practices related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information ( " MNPI ")

 The
Company's policy is to not grant options (or other equity awards) or allow its insiders to conduct stock trades at times, subject
to any allowable trades that might occur pursuant to a 10b5-1 Trading Plan, where MNPI is known or a material transaction is anticipated
to occur. Each insider and employee of the Company is required to read and acknowledge the Company's Insider Trading Policy as
attached hereto as Exhibit 19.1, which prescribes certain set periods that prohibit insider trading. Other than as established for black-out
periods associated with our quarterly and annual financial statement filings, our executive management will also issue notices of black-out
trading periods if they are aware of material transactions which they anticipate closing.

 The
timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement
of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule
for the granting of equity awards instead, each grant is considered on a case-by-case basis to align with the Company's strategic
objectives and to ensure the competitiveness of our compensation packages.

 In
determining the timing and terms of an equity award, the Board or the Compensation Committee may consider MNPI to ensure that such
grants are made in compliance with applicable laws and regulations. The Board's or the Compensation Committee's procedures
to prevent the improper use of MNPI in connection with the granting of equity awards include oversight by legal counsel and, where
appropriate, delaying the grant of equity awards until the public disclosure of such MNPI.

 The
Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that
is not influenced by the timing of the disclosure of MNPI for the purpose of affecting the value of executive compensation. The
Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate
governance and continue to serve the best interests of the Company and its stockholders.

 In
the year ended December 31, 2024, no options (or other equity awards) were granted to our named executive officers within four business
days prior to, or one business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Formal Equity Incentive
Plans

 The
following table sets forth information as of December 31, 2024, with respect to the compensatory warrants previously granted by the
Company and the Company's Amended and Restated 2023 Omnibus Incentive Compensation Plan:

 Plan Category

 of securities to
 be
 issued upon exercise
 of
 outstanding options,
 warrants,
 and rights
 (a)

 Weighted-average
 exercise
 price of
 outstanding
 options,
 warrants,
 and rights
 (b)

 of securities
 remaining
 available
 for
 future
 issuance under
 equity
 compensation
 plans
 (excluding
 securities
 reflected in
 column
 (a))

 Equity compensation plans approved by security holders

 $
 —

 Equity compensation plans not approved by security holders (1)

 4,584,293

 6.43

 -

 Total

 4,584,293

 $
 —

 (1)
Represents an aggregate of 4,584,293 warrants previously granted to officers, directors, and other service providers for
compensatory purposes.

 In
October 2023, Venu's Board adopted, and then its shareholders approved, the 2023 Omnibus Incentive Compensation Plan. In August
2024, the Board adopted and the Venu shareholders approved the Amended and Restated 2023 Omnibus Incentive Compensation Plan (the " A&R
Plan "). The purpose of the A&R
Plan is to advance the interests of our shareholders by enabling us to attract and retain the types of individuals who will contribute
to our long-range success, provide incentives that align the interests of such individuals with those of our shareholders, and promote
the success of our business. The A&R Plan is designed to provide us with flexibility to select from among various equity-based and
performance compensation methods, and to be able to address changing accounting and tax rules and corporate governance practices by optimally
utilizing performance-based compensation.

 The
A&R Plan permits awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted
stock units, and performance awards. Awards and grants under the A&R Plan are referred to as " Awards." Those eligible
for Awards under the A&R Plan are referred to as " Participants." Participants include any employee, consultant,
or director who is designated by the Board or a committee of the Board to receive one or more Awards under the A&R Plan. A total
of 2,500,000 shares of our Common Stock are reserved for issuance of Awards under the A&R Plan.

the year ended December 31, 2024, no awards were granted under the A&R Plan.

 Security
Ownership of Certain Beneficial Owners and Management

 The
following table sets forth information known to us regarding beneficial ownership of shares of Venu's Common Stock as of March
15, 2025 by:

 each
 person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock;

 each
 of our executive officers and directors; and

 all
 of our executive officers and directors as a group.

 Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a security holder has beneficial ownership of
a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that
are currently exercisable or exercisable within 60 days. In computing the number of shares beneficially owned by a person or entity and
the percentage ownership of that person or entity in the table below, all shares subject to options and warrants were deemed outstanding
if such securities are currently exercisable or would vest based on service-based vesting conditions within 60 days of March 15, 2025.
These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.

 The
beneficial ownership of each class or series of our voting capital stock below is based on the Company having, as of March 15, 2025,
37,496,049 shares of Common Stock issued and outstanding. Each share of Common Stock entitles its holder to one vote per share held.

 Venu
also has 379,990 shares of Class B Non-Voting Common Stock outstanding. However, those shares do not entitle the holders to any voting
rights, and, by their terms, are not convertible at the volition of the holder to shares of Common Stock. Moreover, no officer,
director, or 5% or greater beneficial holder of Venu holds any shares of Class B Non-Voting Common Stock.

 Unless
otherwise indicated, we believe that each person named in the table below has sole voting and investment power with respect to all shares
beneficially owned by such person.

 Unless
otherwise noted, the address of all of the listed shareholders is 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920.

 Common Stock

 Name and Address of Beneficial Owners

 Number of
 Shares

 Percent of
 Class

 Directors and NEOs:

 JW Roth (1)

 12,817,871

 34.2
 %

 William Hodgson

 -

 *

 Robert Mudd (2)

 672,014

 1.8
 %

 Heather Atkinson (3)

 503,944

 1.3
 %

 Mitchell Roth (4)

 634,146

 1.7
 %

 Steve Cominsky (5)

 72,142

 *

 Matthew Craddock (6)

 75,000

 *

 Dave Lavigne (7)

 188,880

 *

 All
 Directors and Executive Officers as a Group (8 individuals) (8)

 14,963,996

 39.9
 %

 *

 Less
 than 1%

 (1)

 Includes:
 (i) 2,633,333 shares underlying warrants that are vested or will be vested within 60 days; (ii) 1,250,000 shares underlying an option
 that was granted to JW Roth and became exercisable on January 14, 2025; and (iii) 1,022,665 shares held by KMR Living Trust
 dated November 19, 2012, for which JW Roth is a trustee.

 (2)

 Includes:
 (i) 317,499 shares underlying warrants that are vested or will be vested within 60 days; and (ii) 12,500 shares held by a trust for
 Mr. Mudd's special needs minor children.

 (3)

 422,363 shares underlying warrants that are vested or will be vested within 60 days.

 (4)

 294,166 shares underlying warrants that are vested or will be vested within 60 days.

 (5)

 15,000 shares underlying warrants that are vested or will be vested within 60 days.

 (6)

 10,000 shares underlying warrants that are vested or will be vested within 60 days.

 (7)

 Includes:
 (i) 7,240 shares owned directly by Mr. Lavigne's spouse that Mr. Lavigne may be deemed to have indirect beneficial ownership
 of; and (ii) 10,000 shares underlying warrants that are vested or will be vested within 60 days.

 (8)

 3,702,361 shares underlying warrants that are vested or will be vested within 60 days.

 Item 13.
 Certain Relationships and Related Transactions, and Director Independence

Relationships and Related-Party Transactions

 In
addition to the compensation arrangements with directors and executive officers described under "Executive Compensation,"
the following is a description of each transaction since January 1, 2023, and each currently proposed transaction in which:

 the
 Company has been or is to be a participant;

 the
 amount involved exceeds or will exceed the lesser of $120,000 or one percent of the average of the smaller reporting company's
 total assets at year end for the last two completed fiscal years; and

 any
 of the Company's directors, executive officers, or beneficial holders of more than 5% of the Company's capital stock,
 or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees),
 had or will have a direct or indirect material interest.

 We
believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below
were comparable to terms available or the amounts that we would pay or receive, as applicable, in arm's-length transactions.

 Leases

 Venu
leases properties from a majority-owned subsidiary, Hospitality Income & Asset, LLC (" HIA "), which owns the land
and buildings used by (and leased to) Bourbon Brothers Smokehouse and Tavern CS, LLC to operate Venu's Colorado Springs Bourbon
Brothers and Bourbon Brother Presents venues. JW Roth owns less than 1% of HIA's total ownership. In regard to the BBST CO and
BBP CO leases, JW Roth, the Chairman, CEO, and founder of Venu, is also the founder and manager of HIA. Ms. Atkinson, the CFO and Secretary
and a director of Venu, is also the Treasurer of HIA. The amounts paid by BBST CO and BBP CO to HIA under the leases totaled $574,303
in 2024, $574,300 in 2023.

 13141
Notes, LLC (" 13141 Notes ") is the restaurant operating entity that manages the Notes Eatery in Colorado Springs. 13141
Notes leases its property from 13141 BP, LLC (" 13141 BP ") (which in June 2024 became a wholly owned subsidiary of
Venu). JW Roth is the founder and manager of 13141 BP. The amounts paid by 13141 Notes to 13141 BP under the lease totaled $124,180 in
2024 and $218,748 in 2023. In 2024, 13141 Notes paid rent to 13141 BP through June 30, 2024, totaling $124,180. Beginning on July 1,
2024, the lease was amended to provide for 13141 Notes to pay 13141 BP only common area maintenance amounts, which 13141 Notes paid to
13141 BP for 2024 in total of $97,452.

 Roth
Industries

 Venu
owns 550,000 preferred units or 2.0% of Roth Industries, LLC (" Roth Industries "). JW Roth is also the founder and
Chairman of Roth Industries and holds an approximate 20% membership interest in Roth Industries. Mitchell Roth, a director of Venu, is
also the CEO and President of Roth Industries and holds an approximate 10% membership interest in Roth Industries. Heather Atkinson is
also the Treasurer and a director of Roth Industries. Additionally, Robert Mudd, Venu's President and Chief Operating Officer,
and Steve Cominsky, a director of Venu, are also members of Roth Industries. Ms. Atkinson, Mr. Mudd, and Mr. Cominsky each own less than
a 1% membership interest in Roth Industries.

 Roth
Industries is the parent company to Roth Premium Foods, LLC (" Roth Premium "), which is the counterparty to the Bourbon
Brothers licensing agreement. Under that licensing agreement, Venu, the exclusive owner and title holder of the Bourbon Brothers brand,
granted a license to Roth Premium to use the brand for grocery products in exchange for Roth Premium's payment of a royalty. Venu
shares the advertising expenses for the Bourbon Brothers brand with Roth Industries. For Roth's licensing use of the Bourbon Brothers
brand in grocery products, since Venu holds the exclusive license to use the brand. Venu received funds totaling $12,500 in 2024 with
$107,500 in receivables as of December 31, 2024, $132,500, and $125,000 during the years ended December 31, 2024, and 2023, respectively.

 On
August 12, 2024, Venu redeemed 100,000 shares of Common Stock previously held by Roth Industries, LLC for an aggregate purchase price
of $500,000.

in GA HIA, LLC and its Lease

Mudd, the Company's Senior Vice President of Construction and Market Expansion, is a member of GA HIA, LLC (" GA HIA "),
and JW Roth and Robert Mudd are GA HIA's co-managers. GA HIA is a real estate holding company that owns approximately 65% of the
land and buildings on which the Company's Bourbon Brothers Presents and Bourbon Brothers Smokehouse & Tavern venues in Georgia
operate and is the landlord for those properties. GA HIA leases the property on which BBST GA operates the Bourbon Brothers Presents
and Bourbon Brothers Smokehouse & Tavern venues in Georgia operate. For the first ten years of the lease, annual base rent payable
by BBST GA and BBP GA to GA HIA is $641,410 and $191,590, respectively. Every five years of the term of the lease, the rent increases
by 10%. The holders of the minority tenant-in-common interest for this property are Old Mill, LLC (30%) and a trust (5%). TIC owners
are entitled to their pro rata portion of the net rent payments (after certain costs and expenses appurtenant to the ownership of the
property are netted out, such as interest expenses and charges). Mr. Craddock, a director of Venu, is a manager and minority member of
Old Mill, LLC and the trustee and beneficiary of the trust. Through these interests, together, Mr. Craddock has an indirect right to
a portion of the net rents owed to GA HIA pursuant to the lease agreement between GA HIA and Bourbon Brothers Smokehouse and Tavern GA,
LLC.

in the Appraised Value of The Sunset McKinney

 Chad
Hennings was a director of the Company from January 2023 through January 2025. Mr. Hennings is a member of Rubicon Representation, LLC
(" Rubicon "). In January 2023, Venu engaged Rubicon to serve as its exclusive agent to find, negotiate, and acquire
suitable land sites in the State of Texas. On January 14, 2025, upon Venu's closing on the real property upon which The Sunset
McKinney will be constructed, Venu paid Mr. Hennings Family Assets, LP (in which Mr. Hennings has a 49% interest) a broker fee of $525,000,
which is equal to 1.5% of the appraised value of that property.

 Guarantees

 Venu
and JW Roth guarantee Venu's and its subsidiaries' debt. In exchange for JW Roth personally guaranteeing $17,982,907 principal
amount of Venu's bank debt and promissory notes (the " Principal Balance "), Venu pays JW Roth through a combination
of personal guarantee fees and warrant and option issuances. With respect to Venu's loans and promissory notes, Venu pays JW Roth
a personal guarantee fee of 1% of the Principal Balance value per year. In 2023 and 2024, these payments totaled $109,794 and $146,919
respectively. With respect to a $10,000,000 promissory note that is included in the Principal Balance, which Venu entered into in January
2024 and which Mr. Roth and a minority shareholder of Venu (together, the " Guarantors ") personally guarantee, the
Guarantors equally split the personal-guarantee fee of 1% of the promissory note balance, or $100,000. Venu also issued a three-year
warrant to purchase 500,000 shares of Common Stock at an exercise price of $10.00 per share to both the Guarantors.

 JW
Roth and the other Guarantor are also personal guarantors of the $25,000,000 promissory note (the " McKinney Note ")
that Venu delivered to MEDC as partial payment of the $35,000,000 purchase price payable to acquire a 46-acre tract from MEDC to construct
The Sunset McKinney (the " McKinney Property "). In exchange for such personal guarantee of the McKinney Note, Venu
agreed to pay the Guarantors a personal guarantee fee. On January 14, 2025, as consideration for Mr. Roth's personal guarantee
of the McKinney Note, Venu granted Mr. Roth a five-year option to purchase 1,250,000 shares of Common Stock at an exercise price of $10.00
per share, which was immediately exercisable.

 On
December 17, 2024, a subsidiary of Venu, Sunset at McKinney, LLC, entered into a Guarantee Fee Agreement with the Guarantors. To facilitate
the closing of the McKinney Property, the Guarantors agreed to personally guarantee the $25,000,000 McKinney Note that was delivered
by or on behalf of Venu to MEDC at the closing as partial payment of the $35,000,000 purchase price. Venu also delivered to MEDC at the
closing a cash payment of $10,000,000 to be held in a money market account (the " Deposit "), which will be returned
to Venu upon a certificate of occupancy being issued and obtained for the McKinney Property. Interest earned on the Deposit will be remitted
by MEDC to Venu on a monthly basis (each, an " Interest Payment "). To compensate the Guarantors for the risks associated
with personally guaranteeing the McKinney Note, upon Venu's receipt of each Interest Payment from MEDC, Venu will make a corresponding
payment to each of the Guarantors in an amount equal to half of each such Interest Payment.

 Policies
for Approval of Related-Party Transactions

 Venu
does not have a written policy regarding the review and approval of related-party transactions. Nevertheless, with respect to such transactions,
it has been the practice of the Venu Board to consider the nature of and business reasons for such transactions, how the terms of such
transactions compared to those which might be obtained from unaffiliated third parties, and whether such transactions were otherwise
fair to and in the best interests of, or not contrary to, Venu's best interests.

Independence

 Applicable
NYSE American listing rules require that our Board be comprised of a majority of independent directors. Based upon information requested
from and provided by each of our directors concerning his or her background, employment, and affiliations, including family relationships,
our Board has determined that each of our directors, except JW Roth, Mitchell Roth, and Heather Atkinson, qualify as an "independent
director" as defined under applicable NYSE American listing rules. In making such determination, the Board considered the current
and prior relationships that each director has with Venu and all other facts and circumstances that the Board deems relevant in determining
the independence of each director, including any relevant related-party transactions and each director's beneficial ownership of
Venu capital stock. See the sections of this Annual Report entitled "Security Ownership of Certain Beneficial Owners and Management"
in Item 12 and "Certain Relationships and Related-Party Transactions" in this Item 13 for additional information.

 In
addition, NYSE American listing rules require that, subject to specified exceptions, each member of Venu's Audit, Compensation,
and Nominating and Corporate Governance Committees be independent under the Exchange Act. Audit Committee members must also satisfy the
independence criteria set forth in Rule 10A-3 under the Exchange Act, and Compensation Committee members must also satisfy the independence
criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable NYSE American listing rules, a director will only qualify as
an "independent director" if, in the opinion of the Board, that person does not have a relationship that would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for
purposes of Rule 10A-3, a member of the Audit Committee may not, other than in his or her capacity as a member of the Audit Committee,
the Board, or any other committee of the Board, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from
the Company or any of its subsidiaries or otherwise be an affiliated person of the Company or any of its subsidiaries. In order to be
considered independent for purposes of Rule 10C-1, the Board must consider, for each member of the Compensation Committee, all factors
specifically relevant to determining whether a director has a relationship to the Company that is material to that director's ability
to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to: (1) the
source of compensation of the director, including any consulting, advisory, or other compensatory fee paid by the Company to the director;
and (2) whether the director is affiliated with the Company or any of its subsidiaries or affiliates.

 Item 14.
 Principal Accountant Fees and Services

 Audit,
Audit-Related, Tax, and All Other Fees

 Grassi
& Co., CPAs, P.C. (" Grassi ") serves as the Company's independent registered public accounting firm. Audit
services rendered by Grassi for the fiscal year ended December 31, 2024, included the annual audit of the Company's consolidated
financial statements, which are included in reports to shareholders and the SEC, consultation on accounting and related matters, and
services performed in connection with other regulatory filings.

 The
table below shows the aggregate fees billed for professional services for the audits and audit-related fees of the Company's annual
financial statements included in its Annual Report on Form 10-K for the years ended December 31, 2024 and 2023, respectively, by
Grassi.

 For the Year Ended December 31,

 2024

 2023

 Audit Fees (1)

 $
 462,375

 $
 256,875

 Audit-Related Fees (2)

 143,156

 Tax Fees (3)

 All Other Fees (4)

 Total Fees

 605,531

 256,875

 (1)

 "Audit
 Fees" consist of fees billed for professional services rendered in connection with the audit of the Company's consolidated
 financial statements and review of interim condensed consolidated financial statements included in the Company's quarterly
 reports and services normally provided in connection with statutory and regulatory filings or engagements.

 (2)

 "Audit-Related
 Fees" consist of fees generally related to accounting advice, review of SEC comment letters, and other compliance issues.

 (3)

 "Tax
 Fees" consist of fees related to tax compliance, tax preparation, and other tax services.

 (4)

 "All
 Other Fees" consist of fees for all other services other than those reported above.

 Pre-Approval
Policies and Procedures of the Audit Committee

 The
charter of the Audit Committee requires the Audit Committee to pre-approve all audit and permitted non-audit and tax services that may
be provided by the Company's independent registered public accounting firm and permits the Audit Committee to establish policies
and procedures for the Audit Committee's pre-approval of permitted services by the Company's independent registered public
accounting firm on an on-going basis.

 The
Audit Committee pre-approves all audit and permissible non-audit services performed by the Company's independent registered public
accounting firm in order to assure that the provision of such services and related fees do not impair the independent registered public
accounting firm's independence. The independent registered public accounting firm must provide the Audit Committee with an engagement
letter outlining the scope of the audit services proposed to be performed during the applicable calendar year and the proposed fees for
such audit services. If agreed to by the Audit Committee, the engagement letter will be formally accepted by the Audit Committee as evidenced
by the execution of the engagement letter by the Chair of the Audit Committee. The Audit Committee approves, if necessary, any changes
in terms, conditions, and fees resulting from changes in audit scope, Company structure, or other matters. The Audit Committee may grant
pre-approval for those permissible non-audit services that it believes are services that would not impair the independence of the independent
registered public accounting firm. The Audit Committee may not grant approval for any services categorized as "Prohibited Non-Audit
Services" by the SEC. Certain non-audit services have been pre-approved by the Audit Committee, and all other non-audit services
must be separately approved by the Audit Committee.

 All
of Grassi's services and fees in fiscal years 2023 and 2024 were pre-approved by the Audit Committee in accordance with its pre-approval
policy.

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules

 (a)(1)
Financial Statements

 The
accompanying index to financial statements on page F-1 of this Annual Report is provided in response to this Item.

 (a)(2)
Financial Statement Schedules

 Financial
statement schedules are either not required or the required information is included in the consolidated financial statements or notes
thereto included in the Index beginning on page F-1 of this Annual Report.

 (a)(3) Exhibits

 The
exhibits to this Annual Report are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement
required to be filed as an exhibit.

 EXHIBIT

 Exhibit

 Description

 3.1*

 Amended and Restated Articles of Incorporation, dated September 6, 2024

 3.2*

 Bylaws of Notes Live, Inc., dated April 5, 2022

 4.1+

 Description of Capital Stock

 4.2+

 Specimen Certificate representing shares of Common Stock

 4.3*

 Representative's Warrant to be issued to ThinkEquity, LLC

 4.4*

 Form of Compensatory Warrant

 10.1*
 #

 Amended and Restated 2023 Omnibus Incentive Compensation Plan

 10.2*
 #

 Employment Agreement dated June 6, 2023 between Notes Live, Inc. and J.W. Roth

 10.4*

 Form of Stock Leak-Out Agreement between Notes Live, Inc. and certain holders of the Common Stock of Notes Live, Inc. named therein

 10.5*
 #

 Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated April 16, 2024

 10.6*

 TAD Development Agreement between GA HIA, LLC and the City of Gainesville, Georgia, dated September 12, 2022

 10.7*

 Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated October 3, 2023

 10.8*

 First Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated January 31, 2024

 10.9*

 Second Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated February 20, 2024

 10.10*

 Third Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated March 5, 2024

 10.11*

 Fourth Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated March 5, 2024

 10.12*

 Purchase and Sales Agreement between Sunset at Broken Arrow, LLC and City of Broken Arrow, Oklahoma, dated March 6, 2024

 10.13*

 Exclusive Operating Agreement dated June 14, 2023 by and between AEG Presents – Rocky Mountains, LLC and Notes Live, Inc.

 10.15*

 $10,000,000 Promissory Note of Notes Live, Inc., dated January 17, 2024, payable to Notes Real Estate And Development, LLC

 10.16*

 Deed of Trust dated January 2024, between Notes Live Real Estate And Development, LLC and the Public Trustee for the benefit of KWO, LLC

 10.17*

 Guarantees Fee Agreement dated February 2024 by and between Notes Live, Inc. and J. W. Roth

 10.18*

 Lease Agreement between Bourbon Brothers, LLC and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated May 29, 2013

 10.19*

 First Amendment to Lease Agreement between Bourbon Brothers, LLC, Bourbon Brothers Southern Kitchen Colorado Springs, LLC, and Bourbon Brothers Holding Corporation, dated June 1, 2014

 10.20*

 Assignment and Transfer of Lease Agreement between Bourbon Brothers, LLC d/b/a Hospitality Income & Asset, LLC, Bourbon Brothers Smokehouse and Tavern CS, LLC, Art Dimensions, Inc. d/b/a Southern Concepts Restaurant Group, Inc., and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated March 27, 2017

 10.21*

 Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated October 23, 2018

 10.22*

 First Amendment to Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated April 1, 2022

 10.23*

 Lease Agreement between GA HIA, LLC and Bourbon Brothers Smokehouse and Tavern GA, LLC, dated April 7, 2022

 10.24*

 Loan Authorization and Agreement dated May 4, 2020 between Bourbon Brothers Entertainment LLC and U.S. Small Business Administration

 10.25*

 Commercial Promissory Note dated May 26, 2022 delivered by GA HIA, LLC in favor of Pinnacle Bank

 10.26*

 Unlimited Continuing Guaranty by Jay William Roth as guarantor of the obligations of GA HIA, LLC in favor of Pinnacle Bank

 10.27*

 Change in Terms Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022

 10.28*

 Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022

 10.29*

 Agreement for Purchase and Sale of Real Property between Northgate Properties, LLC and Notes Live Real Estate and Development, LLC, dated March 14, 2023

 10.30*

 Agreement for Purchase and Sale of Real Property between Northgate Properties, LLC and Notes Live Real Estate and Development, LLC, dated April 14, 2023

 10.31*

 Purchase and Sale Agreement between GA HIA, LLC and the Gainesville Redevelopment Authority, dated June 22, 2021

 10.32*

 Lease Agreement between 13141 BP, LLC and Buttermilk Eatery LLC, dated January 20, 2020

 10.33*

 Change in Terms Agreement between Hospitality Income & Asset, LLC and Integrity Bank & Trust, dated July 1, 2021

 10.34*

 Unsecured Promissory Note delivered by Notes Live, Inc. in favor of The Sunset Amphitheater LLC, dated March 15, 2023

 10.35*

 Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated August 21, 2024

 10.36*

 Assignment and Assumption of Leases between GA HIA, LLC and Matthew R. Craddock, as Trustee under the Matthew R. Craddock Irrevocable Trust Dated November 5, 2020

 10.37*

 Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, as guaranteed by Jay William Roth, dated May 26, 2022

 10.38*

 Limited Continuing Guaranty by Matthew R. Craddock Irrevocable Trust in favor of Pinnacle Bank, dated December 28, 2022

 10.39*

 Limited Continuing Guaranty by Old Mill, LLC in favor of Pinnacle Bank, dated December 28, 2022

 10.40*

 Licensing Agreement between Notes Live, Inc. and Roth Premium Foods, LLC, dated May 18, 2022

 10.41*

 Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated May 1, 2023

 10.42*

 First Amendment to Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated March 29, 2024

 10.43*

 Second Amendment to Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated March 29, 2024

 10.44*

 Purchase and Sale Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated June 24, 2024

 10.45*

 Chapter 380 Economic Development Program Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated July 2, 2024

 10.46*

 Naming and Sponsorship Rights Agreement between Sunset Operations, LLC and Mountain States FDAF, dated May 15, 2024

 10.47*

 Ground Lease Agreement between Notes CS 1 MT, LLC and Sunset Amphitheater, LLC, dated August 21, 2024

 10.48*

 Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated August 21, 2024

 10.49*

 First Amendment to Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated September 24, 2024

 10.50*

 First Amendment to Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated September 24, 2024

 10.51*

 First Amendment to Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated October 15, 2024.

 10.52*

 First Amendment to Purchase and Sale Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated August 29, 2024.

 10.53*

 Second Amendment to Purchase and Sale Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated October 28, 2024.

 10.54

 Guarantee Fee Agreement between Sunset at McKinney LLC, JW Roth, and Kevin O'Neil (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2024)

 10.55+

 Second Amendment to Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated December 3, 2024.

 10.56+

 Secured Convertible Promissory Note in favor of the lender named therein dated February 28, 2025

 10.57#

 Form of Incentive Stock Option Award Agreement under 2023 Omnibus Incentive Plan.

 10.58#

 Form of Non-qualified Stock Option Award. Agreement under 2023 Omnibus Incentive Plan.

 19.1

 Venu Holding Corporation Insider Trading Policy

 21.1+

 List of Subsidiaries of Venu Holding Corporation

 31.1+

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2+

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.1+

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2+

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97+

 Compensation Clawback Policy

 101+

 The
 following materials from Venu Holding Corporation's Annual Form on Form 10-K for the year ended December 31, 2024, formatted
 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023; (iii) Consolidated Statements of Comprehensive
 Income for the years ended December 31, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the years ended December 31,
 2024 and 2023; (v) Consolidated Statement of Changes in Stockholders' Equity (Deficit) and Noncontrolling Interest for the
 years ended December 31, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements.

 104+

 Cover

 +

 Filed
 electronically herewith.

 *

 Incorporated
 herein by reference to the corresponding exhibit to the Company's Form S-1 filed on November 12, 2024 (File No. 333-281271).

 #

 Management
 contract or compensatory plan.

 portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly
 disclosed.

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Venu
 Holding Corporation

 March

 By:

 /s/
 JW Roth

 JW
 Roth

 Founder,
 Chief Executive Officer, and Chairman

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

 Signature

 Title

 Date

 /s/
 JW Roth

 Chief
 Executive Officer, Chairman, and Director (Principal Executive Officer)

 March

 JW
 Roth

 /s/
 Heather Atkinson

 Chief
 Financial Officer, Secretary, Treasurer, and Director (Principal Financial and Accounting Officer)

 March

 Atkinson

 /s/
 Mitchell Roth

 March

 Mitchell
 Roth

 /s/
 Steve Cominsky

 March

 Steve
 Cominsky

 /s/
 Matt Craddock

 March

 Matt
 Craddock

 /s/
 Dave Lavigne

 March

 Dave
 Lavigne

TO CONSOLIDATED FINANCIAL STATEMENTS

 Audited
Consolidated Financial Statements of VENU HOLDING CORPORATION

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 VENU

Financial Statements

 FOR
THE YEARS ENDED

 DECEMBER
31, 2024 AND 2023

 TABLE
OF CONTENTS

 Page

 Report of Independent Registered
 Public Accounting Firm PCAOB ID: 606

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F-6-28

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

Stockholders of Venu Holding Corporation and Subsidiaries

Springs, Colorado

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Venu Holding Corporation and Subsidiaries (the Company) as of December 31,
2024 and 2023, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each
of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 GRASSI
& CO., CPAs, P.C.

 We
have served as the Company's auditor since 2023.

 Jericho,
New York

 March

 F- 1

 VENU

BALANCE SHEETS

 (in
US Dollars)

 As of

 2024

 2023

 Current assets

 Cash and cash equivalents

 $
 37,969,454

 $

 Inventories

 225,283

 185,746

 Prepaid expenses and other current assets

 850,951

 209,215

 Total current assets

 39,045,688

 20,596,065

 Other assets

 Property and equipment, net

 137,215,936

 57,737,763

 Intangible assets, net

 211,276

 277,995

 Operating lease right-of-use assets, net

 1,351,600

 3,685,980

 Investments in related parties

 Security and other deposits

 43,015

 375,904

 Total other assets

 139,371,827

 62,627,642

 Total assets

 $
 178,417,515

 $
 83,223,707

 LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 7,283,033

 $
 2,565,460

 Accrued expenses

 3,556,819

 698,369

 Accrued payroll and payroll taxes

 262,387

 331,457

 Deferred revenue

 1,528,159

 764,081

 Convertible debt

 9,433,313

 -

 Current portion of operating lease liabilities

 364,244

 230,952

 Current portion of long-term debt

 2,101,501

 325,245

 Total current liabilities

 24,529,456

 4,915,564

 Long-term portion of operating lease liabilities

 1,020,604

 3,646,385

 Long-term licensing liability

 7,950,000

 1,500,000

 Long-term debt, net of current portion

 14,100,217

 11,182,073

 Total liabilities

 $
 47,600,277

 $
 21,244,022

 Commitments and contingencies - See Note 14

 -

 -

 Stockholders' Equity

 Class B common stock, $ 0.001 par - 1,000,000 authorized,
 379,990 issued and outstanding at December 31, 2024 and 30,000,000 authorized and 1,959,445 issued and outstanding at December 31, 2023

 1,960

 Class C common stock, $ 0.001 par - 0 authorized and issued and
 outstanding at December 31, 2024 and 50,000,000 authorized and 30,306,060 issued and outstanding at December 31, 2023

 -

 30,306

 Common stock, $ 0.001 par - 144,000,000
 authorized, 37,471,465 issued and outstanding at December 31, 2024 and 60,000,000 authorized at 0 issued and outstanding at December 31, 2023

 37,472

 -

 Common stock, value

 37,472

 -

 Preferred stock, $ 0.001 par - 5,000,000 authorized, none issued or outstanding

 -

 -

 Additional paid-in capital

 144,546,368

 47,743,085

 Accumulated deficit

 ( 47,361,208
)

 ( 17,021,453
)

 Stockholders'
 Equity before Treasury Stock

 $
 97,223,011

 $
 30,753,898

 Treasury Stock, at cost - 276,245 shares at December 31, 2024 and 76,245 shares at December 31, 2023

 ( 1,500,076
)

 ( 76
)

 Total Venu Holding Corporation and subsidiaries equity

 $
 95,722,935

 $
 30,753,822

 Non-controlling interest

 35,094,303

 Total stockholders' equity

 $
 130,817,238

 $
 61,979,685

 Total liabilities and stockholders' equity

 $
 178,417,515

 $
 83,223,707

 See
notes to accompanying consolidated financial statements.

 F- 2

 VENU

STATEMENTS OF OPERATIONS

 (in
US Dollars)

 2024

 2023

 For the years ended

 2024

 2023

 Revenues

 Restaurant including food and beverage revenue

 $
 10,828,972

 $
 9,522,523

 Event center ticket and fees revenue

 4,648,478

 2,152,826

 Rental and sponsorship revenue

 2,356,933

 922,315

 Total revenues

 $
 17,834,383

 $
 12,597,664

 Operating costs

 Food and beverage

 2,409,133

 2,216,359

 Event center

 2,554,606

 1,072,909

 Labor

 4,383,505

 3,667,095

 Rent

 1,361,787

 815,233

 General and administrative

 18,832,115

 12,470,650

 Equity compensation

 12,015,133

 1,610,350

 Depreciation and amortization

 3,656,229

 1,877,236

 Total operating costs

 $
 45,212,508

 $
 23,729,832

 Loss from operations

 $
 ( 27,378,125
)

 $
 ( 11,132,168
)

 Other income (expense), net

 Interest expense

 ( 3,906,959
)

 ( 331,674
)

 Other expense

 ( 2,500,006
)

 -

 Loss on sale of investments

 -

 ( 75,603
)

 Interest income

 705,729

 20,152

 Other income

 130,387

 132,500

 Total other expense, net

 ( 5,570,849
)

 ( 254,625
)

 $
 ( 32,948,974
)

 $
)

 Net loss attributable to non-controlling interests

 ( 2,609,219
)

 ( 862,320
)

 Net loss attributable to common stockholders

 $
 ( 30,339,755
)

 $
 ( 10,524,473
)

 Weighted average number of shares of Class A common stock, outstanding, basic and diluted

 -

 136,301

 Basic and diluted net loss per share of Class A common stock

 $
 -

 $
)

 Weighted average number of shares of Class B common stock, outstanding, basic and diluted

 724,629

 16,640,620

 Basic and diluted net loss per share of Class B common stock

 $
)

 $
)

 Weighted average number of shares of Class C common stock, outstanding, basic and diluted

 6,758,034

 10,106,179

 Basic and diluted net loss per share of Class C common stock

 $
)

 $
)

 Weighted average number of shares of Class D common stock, outstanding, basic and diluted

 16,319,014

 -

 Basic and diluted net loss per share of Class D common stock

 $
)

 $
 -

 Weighted average number of shares of Common stock, outstanding, basic and diluted

 11,642,944

 -

 Basic and diluted net loss per share of Common stock

 $
)

 $
 -

 See
notes to accompanying consolidated financial statements.

 F- 3

 VENU

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 (in
US Dollars)

 Paid In Capital

 Accumulated

 Deficit

(Deficit)

 Controlling

 Total

 Stockholders' Equity

 Class A Common Stock

 Class B Common Stock

 Class C Common Stock

 Class D Common Stock

 Common Stock

 Additional

 Treasury Stock

 Total Venu Holding Corporation

 Non-

 Paid In Capital

 Accumulated

 Deficit

(Deficit)

 Controlling

 Total

 Balances at December 31, 2023

 -

 -

 1,959,445

 $
 1,960

 30,306,030

 $
 30,306

 -

 $
 -

 -

 $
 -

 $
 47,743,085

 $
 ( 17,021,453
)

 76,245

 $
 ( 76
)

 $
 30,753,822

 $

 $
 61,979,685

 Issuance of shares

 -

 -

 -

 -

 2,832,584

 2,833

 -

 -

 467,757

 32,056,249

 -

 -

 -

 32,059,550

 -

 32,059,550

 Exercise of warrants

 -

 -

 52,847

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Equity issued for services

 -

 -

 -

 -

 700,000

 -

 -

 -

 -

 6,999,300

 -

 -

 -

 7,000,000

 -

 7,000,000

 Equity based compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 4,865,833

 -

 -

 -

 4,865,833

 -

 4,865,833

 Shareholder contribution associated with convertible debt transaction

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Warrants issued as debt discount

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 3,000,140

 -

 -

 -

 3,000,140

 -

 3,000,140

 Equity issued for fixed asset acquisition

 -

 -

 -

 -

 -

 -

 276,100

 -

 -

 2,760,724

 -

 -

 -

 -

 Equity issued for interest and fees for convertible debt transaction

 -

 -

 -

 -

 -

 -

 32,940

 43,752

 766,844

 -

 -

 -

 766,920

 -

 766,920

 Acquisition of treasury stock

 -

 -

 -

 -

 -

 -

 -

 -

 ( 200,000
)

 ( 200
)

 -

 200,000

 ( 1,500,000
)

 ( 1,500,000
)

 -

 ( 1,500,000
)

 Common shares issues through initial public offering

 -

 -

 -

 -

 -

 -

 -

 -

 1,380,000

 1,380

 12,652,720

 -

 -

 -

 12,654,100

 -

 12,654,100

 Conversion of Common Stock Class B to Common Stock Class D

 -

 -

 ( 1,628,636
)

 ( 1,629
)

 -

 -

 1,628,636

 1,629

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Conversion of Common Stock Class B to Common Stock

 -

 -

 ( 3,666
)

 ( 4
)

 -

 -

 -

 -

 3,666

 -

 -

 -

 -

 -

 -

 -

 Conversion of Common Stock Class C to Common Stock Class D

 -

 -

 -

 -

 ( 33,838,614
)

 ( 33,839
)

 33,838,614

 33,839

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Conversion of Common Stock Class D to Common Stock

 -

 -

 -

 -

 -

 -

 ( 35,776,290
)

 ( 35,776
)

 35,776,290

 35,776

 -

 -

 -

 -

 -

 -

 -

 Non-controlling interest issuance of shares

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 31,201,273

 -

 -

 -

 31,201,273

 7,412,094

 38,613,367

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 934,435
)

 ( 934,435
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 30,339,755
)

 -

 -

 ( 30,339,755
)

 ( 2,609,219
)

 ( 32,948,974
)

 Balances at December 31, 2024

 -

 $
 -

 379,990

 $

 -

 $
 -

 -

 $
 -

 37,471,465

 37,472

 $
 144,546,368

 $
 ( 47,361,208
)

 276,245

 $
 ( 1,500,076
)

 $
 95,722,935

 $
 35,094,303

 $
 130,817,238

 Balances at January 1, 2023

 275,000

 $

 18,297,555

 $
 18,298

 -

 $
 -

 -

 $
 -

 -

 $
 -

 $
 22,445,530

 $
 ( 6,496,980
)

 -

 $
 -

 $
 15,967,123

 $
 22,793,014

 $
 38,760,137

 Balances

 275,000

 $

 18,297,555

 $
 18,298

 -

 $
 -

 -

 $
 -

 -

 $
 -

 $
 22,445,530

 $
 ( 6,496,980
)

 -

 $
 -

 $
 15,967,123

 $
 22,793,014

 $
 38,760,137

 Issuance of shares, net of equity issuance fees

 -

 -

 4,885,600

 4,885

 207,250

 -

 -

 -

 -

 16,690,088

 -

 -

 -

 16,695,180

 -

 16,695,180

 Exercise of warrants

 66,665

 2,085

 -

 -

 -

 -

 -

 -

 82,531

 -

 -

 -

 82,600

 -

 82,600

 Equity issued for services

 -

 -

 407,610

 -

 -

 -

 -

 -

 -

 1,217,422

 -

 -

 -

 1,217,830

 -

 1,217,830

 Conversion of Common Stock Class A

 ( 341,665
)

 ( 342
)

 -

 -

 8,541,625

 8,542

 -

 -

 -

 -

 ( 8,200
)

 -

 -

 -

 -

 -

 -

 Conversion of Common Stock Class B

 -

 -

 ( 21,633,405
)

 ( 21,633
)

 21,557,155

 21,557

 -

 -

 -

 -

 -

 76,245

 ( 76
)

 -

 -

 -

 Equity based compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 392,520

 -

 -

 -

 392,520

 -

 392,520

 Non-controlling interest issuance of shares

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 6,923,042

 -

 -

 -

 6,923,042

 9,826,958

 16,750,000

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 531,789
)

 ( 531,789
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 10,524,473
)

 -

 -

 ( 10,524,473
)

 ( 862,320
)

)

 Balances at December 31, 2023

 -

 $
 -

 1,959,445

 $
 1,960

 30,306,030

 $
 30,306

 -

 $
 -

 -

 $
 -

 $
 47,743,085

 $
 ( 17,021,453
)

 76,245

 $
 ( 76
)

 $
 30,753,822

 $

 $
 61,979,685

 Balances

 -

 $
 -

 1,959,445

 $
 1,960

 30,306,030

 $
 30,306

 -

 $
 -

 -

 $
 -

 $
 47,743,085

 $
 ( 17,021,453
)

 76,245

 $
 ( 76
)

 $
 30,753,822

 $

 $
 61,979,685

 See
notes to accompanying consolidated financial statements.

 F- 4

 VENU

STATEMENTS OF CASH FLOWS

 (in
US Dollars)

 2024

 2023

 For the years ended December 31,

 2024

 2023

 $
 ( 32,948,974
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Equity issued for interest on convertible debt

 766,920

 -

 Equity based compensation

 12,015,133

 1,610,350

 Project abandonment loss

 668,403

 -

 Amortization of debt discount

 2,917,989

 4,544

 Non cash lease expense

 498,808

 486,924

 Unrealized income on equity method investment

 -

 75,603

 Depreciation and amortization

 3,656,229

 1,877,236

 Noncash financing expense

 -

 Noncash interest

 -

 1,292

 Changes in operating assets and liabilities:

 Inventories

 ( 39,537
)

 ( 98,591
)

 Prepaid expenses and other current assets

 ( 641,736
)

 88,579

 Receivables from AEG partnership

 -

 -

 Security deposit

 332,889

 ( 225,904
)

 4,694,025

 745,259

 Accrued expenses

 2,858,450

 334,840

 Accrued payroll and payroll taxes

 ( 69,070
)

 ( 73,542
)

 Deferred revenue

 764,078

 636,790

 Operating lease liabilities

 ( 465,890
)

 ( 452,759
)

 Licensing liabilities

 6,250,000

 1,500,000

 Net cash provided by (used in) operating activities

 3,757,717

 ( 4,876,172
)

 Cash flows from investing activities

 Purchase of property and equipment

 ( 72,483,650
)

 ( 31,165,063
)

 Net cash acquired from acquisition of 13141 BP

 74,085

 -

 Net cash used in investing activities

 ( 72,409,565
)

 ( 31,165,063
)

 Cash flows from financing activities

 Proceeds from sale of non-controlling interest equity

 38,463,367

 16,750,000

 ( 934,435
)

 ( 531,789
)

 Principal payments on long-term debt

 ( 313,136
)

 ( 224,386
)

 Proceeds from issuance of shares

 31,960,250

 16,695,180

 IPO issued

 12,654,100

 -

 Proceeds from exercise of warrants

 82,600

 Payment for personal guarantee on convertible debt

 ( 100,000
)

 -

 Acquisition of Treasury Stock

 ( 1,500,000
)

 -

 Receipt of short-term promissory note

 ( 10,000
)

 -

 Proceeds from municipality promissory note

 6,200,000

 -

 Net cash provided by financing activities

 86,420,198

 32,771,605

 Net increase (decrease) in cash and cash equivalents

 17,768,350

 ( 3,269,630
)

 Cash and cash equivalents, beginning

 23,470,734

 Cash and cash equivalents, ending

 $
 37,969,454

 $

 Supplemental disclosure of non-cash operating, investing and financing activities:

 Cash paid for interest

 $
 406,483

 $
 305,169

 Property acquired via mortgage

 $
 -

 $
 4,400,000

 Property acquired via short-term promissory note

 $
 2,000,000

 $
 -

 Property acquired via convertible debt

 $
 10,000,000

 $
 -

 Debt discounts - warrants

 $
 3,000,140

 $
 -

 Equity issued for origination fee

 $
 100,000

 $
 -

 Debt discount - suite granted to lender

 $
 200,000

 $
 -

 Land returned in exchange for termination of promissory note payable

 $
 3,267,000

 $
 -

 Right of Use Assets obtained in exchange for operating lease liabilities

 $
 471,476

 $
 -

 See
notes to accompanying consolidated financial statements.

 F- 5

 NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 Organization

 Venu
Holding Corporation ("Venu" or "the Company" f/k/a Notes Live, Inc.) is a Colorado corporation formed on March
13, 2017. The Company is a hospitality and entertainment business to which it earns revenues from operating restaurants, hosting events,
renting event space and operating outdoor amphitheaters. The Company and its subsidiaries operate within the United States of America.
The Company's registered office is at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920.

 The
Company's subsidiaries and its interests in each are presented below as of December 31, 2024:

 SCHEDULE OF COMPANY'S SUBSIDIARIES AND ITS INTERESTS

 Name of Entity

 Place of Incorporation

 Venu Holding Corporation (f/k/a Notes Live, Inc.) (Parent)

 %

 Bourbon Brothers Holding Company, LLC ("BBH")

 %

 Bourbon Brothers Smokehouse and Tavern CS, LLC ("BBST")

 %

 Bourbon Brothers Presents, LLC d/b/a Boot Barn Hall ("BBP")

 %

 Bourbon Brothers Smokehouse and Tavern GA, LLC ("BBSTGA")

 Georgia

 %

 Bourbon Brothers Presents GA, LLC ("BBPGA")

 Georgia

 %

 Notes Holding Company, LLC ("NH")

 %

 13141 Notes, LLC d/b/a Notes ("Notes")

 %

 Sunset Amphitheater, LLC ("Sunset") *

 %

 Hospitality Income & Asset, LLC ("HIA") *

 %

 Sunset on the Stones River, LLC ("Stones")

 %

 Bourbon Brothers Licensing, LLC ("BBL")

 %

 GA HIA, LLC ("GAHIA") *

 %

 Notes Live Real Estate, LLC ("NotesRE")

 %

 Roth's Seafood and Chophouse, LLC ("Roth")

 %

 Sunset Operations, LLC ("SunsetOps")

 %

 Sunset Hospitality Collection, LLC ("SHC") *

 %

 Notes Hospitality Collection, LLC ("NHC")

 %

 Sunset at Broken Arrow, LLC ("BA") *

 %

 Sunset at Mustang Creek, LLC ("MC") *

 %

 Sunset at McKinney, LLC ("MK") *

 %

 Sunset Operations at McKinney, LLC ("McKinneyOps")

 %

 Sunset at El Paso, LLC ("EP") *

 %

 Sunset Operations at El Paso, LLC ("EPOps")

 %

 Polaris Pointe Parking, LLC ("PPP")

 %

 Venu VIP Rides, LLC ("Rides") *

 %

 Notes CS I DST, LLC ("Trust") *

 Delaware

 %

 Notes CS I Holdings, LLC ("Holdings LLC")*

 %

 Notes CS I ST, LLC ("Signatory")*

 %

 *
 These entities are
 considered majority-owned subsidiaries or variable interest entities and consolidated into the Venu Holding Corporation consolidated
 financials

 F- 6

 NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

 The
Company's subsidiaries and its interests as presented below as of December 31, 2023:

 Name of Entity

 Place of Incorporation

 Notes Live, Inc. (Parent)

 %

 Bourbon Brothers Holding Company, LLC ("BBH")

 %

 Bourbon Brothers Smokehouse and Tavern CS, LLC ("BBST")

 %

 Bourbon Brothers Presents, LLC d/b/a Boot Barn Hall ("BBP")

 %

 Bourbon Brothers Smokehouse and Tavern GA, LLC ("BBSTGA")

 Georgia

 %

 Bourbon Brothers Presents GA, LLC ("BBPGA")

 Georgia

 %

 Bourbon Brothers Media, LLC ("BBM")

 %

 Notes Holding Company, LLC ("NH")

 %

 13141 Notes, LLC d/b/a Notes ("Notes")

 %

 Sunset Amphitheater, LLC ("Sunset") *

 %

 Hospitality Income & Asset, LLC ("HIA") *

 %

 Sunset on the Stones River, LLC ("Stones")

 %

 Bourbon Brothers Licensing, LLC ("BBL")

 %

 GA HIA, LLC ("GAHIA") *

 %

 Notes Live Real Estate and Development, LLC ("NotesRE")

 %

 Roth's Seafood and Chophouse, LLC ("Roth")

 %

 Sunset Operations, LLC ("SunsetOps")

 %

 Sunset Hospitality Collection, LLC ("SHC") *

 %

 Notes Hospitality Collection, LLC ("NHC")

 %

 Sunset at Broken Arrow, LLC ("BA") *

 %

 Sunset at Mustang Creek, LLC ("MC) *

 %

 Polaris Pointe Parking, LLC ("PPP")

 %

 *
 These entities are
 considered majority-owned subsidiaries or variable interest entities and consolidated into the Venu Holding Corporation consolidated
 financials

Brothers Holdings Company, LLC ("BBH") is a holding company designed to own and manage each of the Bourbon Brothers-related
operating entities.

Brothers Smokehouse and Tavern CS, LLC ("BBST") is the sole owner and operator of its restaurant operations. The restaurant
building is leased from Hospitality Income & Asset, LLC ("HIA"), a majority owned subsidiary, whom the company has a
lease with and then purchased a majority of HIA in the year ended December 31, 2022 (refer to Note 7 – Related Party Transactions
footnote for further details of this acquisition).

Brothers Presents, LLC d/b/a Boot Barn Hall ("BBP") specializes in producing music concerts as well as other types of live
entertainment, including comedy acts and speaking engagements. Additionally, BBP utilizes the Boot Barn Hall event venue ("event
venue") to host corporate events and weddings, among other utilizations of the facility. BBP is the sole owner and operator of
the Boot Barn Hall event venue facility. The Boot Barn Hall event venue building is leased from HIA, a related party (refer to Note 4
– Leases footnote for further details). The Company owns 89 % of this majority-owned subsidiary and 100 % of its voting control and
consolidates it into its financials.

 F- 7

 NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

Brothers Smokehouse and Tavern GA, LLC ("BBSTGA") is the sole owner and operator of the restaurant operations. The BBSTGA restaurant
building is leased from a related party entity (refer to Note 5 – Leases footnote for further details).

Brothers Presents GA, LLC ("BBPGA") is the Company's concert and event venue in Gainesville, Georgia, specializing in
producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally,
this concert and event venue facility is utilized to host corporate events and weddings. BBPGA is the sole owner and operator of this
facility. This facility is leased from a related party entity (refer to Note 7 – Related Party Transactions footnote for further
details).

Brothers Media, LLC ("BBM") is a digital media-focused entertainment company. BBM closed in 2023.

Brothers Licensing, LLC ("BBL") BBL is designed to exclusively serve as the entity which licenses the Bourbon Brothers brand.

 Notes
Holding Company, LLC ("NH") is a pass-through entity established to hold the Company's equity interests in various subsidiaries.

 13141
Notes, LLC ("Notes") is the restaurant operating entity, managing the Notes Eatery (formally known as Buttermilk Eatery,
LLC which changed its name on August 8, 2022), located in Colorado Springs, Colorado, which opened in June 2020.

 13141
BP, LLC ("13141 BP") was acquired by the Company on June 26, 2024. The Company purchased 100 % of the membership units from
13141 BP's members. 13141 BP owns the land and buildings from which Notes currently uses under an existing lease arrangement. The
transaction is treated as an asset acquisition and accounted for under ASC 805, Business Combinations. Under this methodology
the purchase price is allocated to the acquired asset based on their proportionate fair values. The Company purchased these units of
13141 BP for a total purchase price of $ 2,761,000 using equity. Under the terms of the purchase agreement, the Company issued 276,100
shares of common stock. The Company owns 100 % of this subsidiary and 100 % of its voting control and consolidates it into its financials.

Amphitheater, LLC ("Sunset") is a hospitality-focused music venue located in Colorado Springs. This venue opened in August
2024 d/b/a Ford Amphitheater. The Company owns 10 % of this variable interest entity and 100 % of its voting control and consolidates it
into its financials.

 Hospitality
Income & Asset, LLC ("HIA") was acquired by the Company on April 1, 2022 and owns the land and buildings for which both
BBST and BBP currently use from existing lease arrangements. The Company owns 99 % of this majority-owned subsidiary and 100 % of its voting
control and consolidates it into its financials.

on the Stones River, LLC ("Stones") was planned to be a fully integrated Notes Live entertainment complex in Murfreesboro,
Tennessee (the "City"). The Company does not plan to move forward with this location. Its agreement with the City was terminated
on August 26, 2024. The Company expensed the development costs to date in 2024 for $ 305,497 included in operating expenses for the year
ended December 31, 2024.

 GA
HIA, LLC ("GAHIA") is the Colorado-based entity that holds the Company's Georgia based operations. The Company owns 16 %
of this variable interest entity and 100 % of its voting control and consolidates it into its financials.

 Notes
Live Real Estate, LLC ("NotesRE") holds title to certain Company real estate assets.

 Roth's
Seafood and Chophouse, LLC ("Roth Seafood") is a restaurant adjacent to Ford Amphitheater. This location is slated to open
when construction is completed which is anticipated in May 2025.

 F- 8

 NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

Operations, LLC ("Sunset Ops") is the operating entity that manages the operations of Ford Amphitheater which opened August
9, 2024.

 Notes
Hospitality Collection, LLC ("NHC") is the operating entity that manages the venue rentals and 1,200 additional seating which
can be utilized to view the concerts and shows at Ford Amphitheater and is slated to open when

 construction
is completed which is anticipated in May 2025.

Hospitality Collection, LLC ("SHC") is the entity that owns the venue that includes Roth Seafood and NHC which are currently
under construction. The Company owns 47 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its
financials.

at Broken Arrow, LLC ("Sunset BA") is a hospitality-focused music venue located in Broken Arrow, OK and has not yet begun construction.
The Company owns 74 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials.

at Mustang Creek, LLC ("Sunset MC") is a hospitality-focused music venue located in Mustang Creek, OK and has not yet begun
construction. The Company owns 89 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials.

at McKinney, LLC ("Sunset MC") is a hospitality-focused music venue located in McKinney, TX and has not yet begun construction.
The Company owns 80 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials.

Operations at McKinney, LLC ("McKinneyOps") is the operating entity that manages the Sunset amphitheater in McKinney, TX
operations and is slated to open when construction is completed which is anticipated in 2026.

at El Paso, LLC ("Sunset EP") is a hospitality-focused music venue located in El Paso, TX and has not yet begun construction.
The Company owns 100 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials.

Operations at El Paso, LLC ("EPOps") is the operating entity that manages the Sunset Amphitheater in El Paso, TX operations
and is slated to open when construction is completed which is anticipated in 2026.

 Polaris
Pointe Parking, LLC ("PPP") owns the land for parking at Sunset Ops.

 Venu
VIP Rides, LLC ("Rides") is an entity that provides transportation services to Venu's employees and shareholders. The
Company owns 50 % of the subsidiary and 100 % of its voting control and consolidates it into its financials.

 Notes
CS I, DST ("DST") is an entity that owns the land that Sunset Amphitheater, LLC has its improvements on for the Ford Amphitheater.
On August 22, 2024 NLRE conveyed the 9.41 acres of real property upon which the Ford Amphitheater is located to Notes CS I Holdings,
LLC, a wholly owned subsidiary of Venu (" Holdings LLC "), and Holdings LLC conveyed that property to Notes CS I, DST,
a Delaware Statutory Trust (the " Trust ") in exchange for a 100 % of the beneficial interests in the Trust. The signatory
trustee for the Trust is Notes CS I ST, LLC (the "Signatory"), a wholly owned subsidiary of Venu. Beneficial owners have
no voting rights with respect to the affairs of the Trust and do not have legal title to any portion of the property held by the Trust.
Instead, the signatory trustee has the sole power and authority to manage the activities and affairs of the Trust, including the power
and authority to sell the property and the Trust holds legal title to the property. Under the documents governing the Trust, beneficial
interest holders are entitled to distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant.
As of December 31, 2024, the Trust sold a beneficial interest to third party for $ 130,282 but in no event is it expected that Holdings
LLC would cease to hold a beneficial interest in the Trust.

 F- 9

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation and Use of Estimates

 The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC").

 Risks
and Uncertainties

 The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements
that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting
period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including
expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly
from these estimates.

 Significant
estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long- lived assets;
depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies;
valuation allowances for deferred income tax assets; estimates of fair value of identifiable assets and liabilities acquired in business
combinations; and estimates of fair value used in the private stock valuations used for equity based compensation and warrants.

 Liquidity
and Capital Resources

 The
Company has devoted substantially all of its efforts to developing its business plan, raising capital, and opening and operating its
restaurants and event venues in Colorado, Georgia, Oklahoma and Texas. The accompanying consolidated financial statements have been prepared
on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments
in the normal course of business.

 The
accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue
as a going concern. As of the issuance of these financials, management has concluded there is not a substantial doubt about the
Company's ability to continue as a going concern for a reasonable period of time.

 The
Company had an accumulated deficit of $ 47,361,208 and $ 17,021,453 as of December 31, 2024 and 2023, respectively and incurred net losses
of $ 32,948,974 and $ 11,386,793 for the years ended December 31, 2024 and 2023 respectively. These conditions raised substantial doubt
about the Company's ability to continue as a going concern; however, based on management's plan, as described below, such
substantial doubt has been alleviated. The Company believes that cash on hand, and the improved profitability over the next twelve months
from the operating entities in Colorado Springs, Colorado and Gainesville, Georgia, along with full season of operations of Ford Amphitheater
in 2025 will allow the Company to continue its business operations, as well as additional capital raising and debt financing in 2025,
will allow the Company to continue its business operations. There is no guarantee that we will be able to execute on these plans as laid
out above.

 The
Company's continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic
locations, real estate transactions, capital raising, and debt financing. If the Company is unable to enter into strategic transactions,
the Company may be required to delay its business plan implementation for future expansion, which would have a material adverse impact
on the Company's growth plan.

 F- 10

 NOTE

 Principles
of Consolidation

 The accompanying consolidated financial
statements include the accounts of the Company and its wholly owned, majority-owned subsidiaries and variable interest entities. For
those entities that aren't wholly owned by Company,
the Company assesses the voting and management control to confirm the Company is the primary beneficiary of the majority-owned
subsidiaries and variable interest entities. All intercompany accounts and transactions have been eliminated upon consolidation. See
"Organization" and "Non-controlling Interest" for further discussions of the entities that are
majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant influence but
does not have control are accounted for under the equity method. See "Investments in related parties" for further
discussion.

 Fair
Value Measurements

 Fair
values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs
used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels
of the fair value hierarchy are as follows:

 Level
1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

 Level
2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

 Level
3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are
not based on observable market data (unobservable inputs).

 The
carrying values of cash, payables and accrued liabilities approximate their fair values because of the short-term nature of these financial
instruments. Balances due to and due from related parties do not have specific repayment dates and are payable on demand, thus are also
considered current and short-term in nature, hence carrying value approximates fair value and are included in current assets or liabilities.

 Cash
and Cash Equivalents

 The
Company considers cash and cash equivalents to include all highly liquid investments with an original maturity of three months or less.
Our cash and cash equivalents include bank accounts as well as interest-bearing accounts consisting primarily of bank deposits and money
market accounts managed by third-party financial institutions. As of December 31, 2024, the Company had $ 15,241,184 of cash equivalents
in the form of money market accounts that earned interest income of $ 705,729. In 2023, the Company did not have any cash equivalents.
Cash balances and cash equivalents may exceed federally insured limits.

 Inventories

 Inventories,
consisting principally of food, beverages and supplies, are stated at the lower of cost (determined by the first-in, first-out method)
or net realizable value. The Company reviews inventory on a weekly basis and determines if slow-moving or obsolete inventory exists.
 No allowance is deemed necessary as of December 31, 2024 and 2023.

 Investments
in related parties

 The
Company currently accounts for certain investments using a practical expedient to measure these investments that do not have a readily
determinable fair value in accordance with Accounting Standards Codification ("ASC") 321,

 Investments
- Equity Securities; ASC 325, Investments – Other; ASC 810, Consolidation; and ASC 820, Fair Value Measurement.
The investments are initially recognized at cost. Any income or loss from these investments are recognized on the consolidated statements
of operations, net of operating expenses. The carrying value of the Company's investments are assessed for indicators or impairment
at each balance sheet date. Under this method of accounting, the investment is derecognized once the Company's interest in the
investment is sold or impaired. Upon sale, any proportionate gain or loss is recognized in the consolidated statement of operations as
other income.

 F- 11

 NOTE

 The
Company had one investment during 2023, until it disposed of it on December 31, 2023, that it accounted for using the equity method as
described in ASC 323, Investments – Equity
Method and Joint Ventures where the investment was

 initially
recorded as an asset on the balance sheet at its initial cost. This investment was adjusted each reporting period by the Company through
the income statement for the income or loss for its proportionate share of investment. See Note 6 – Investments in Related Parties
and Note 7 – Related Party Transactions for further discussion.

and Equipment

and equipment are recorded at historical cost net of accumulated depreciation and amortization, write-downs and impairment losses. Property
and equipment are recorded as construction in progress until they are placed in service, and are depreciated or amortized once placed
in service. Depreciation and amortization are calculated on a straight-line basis over the following periods:

 The
estimated useful lives are:

OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

 Leasehold improvements

 Shorter
 of lease term or useful life

 Furniture, fixtures and
 equipment

 2 - 10
 years

 Buildings

 Up to
 40 years

and equipment costs directly associated with the acquisition, development and construction of a restaurant are capitalized. Expenditures
for major improvements and betterments are capitalized while expenditures for maintenance and repairs are expensed as incurred. Upon
retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and amortization and the related gain
or loss are reflected in earnings.

 Intangible
Assets

 Intangible
assets with a finite life are recorded at cost and are amortized on a straight-line basis over estimated useful lives. The estimated
useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being
accounted for on a prospective basis. The Company currently has naming rights that are amortized on a straight-line basis over six years.

 The
Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset or asset group might not be recoverable.

 Impairment
Assessment of Long-Lived Assets

 Long-lived
assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.
An evaluation for impairment is performed at the lowest level of identifiable cash flows. An impairment loss is recognized in an amount
equal to the excess of the carrying value over the estimated fair value. No impairment loss was recognized during the periods ending
December 31, 2024 and 2023.

 Revenue
Recognition

 The
Company recognizes revenue in accordance with Financial Accounting Standards Board ("FASB") ASC 606, Revenue from Contracts
with Customers. This ASC requires an entity to allocate the transaction price received from customers to each separate and distinct
performance obligation and recognize revenue as these performance obligations are satisfied. The Company recognizes revenue from restaurant
sales when food and beverage products are transferred to the customer. Revenue from a venue rental, concert or show is recognized when
the event, concert or show occurs.

 F- 12

 NOTE

 Amounts
collected in advance of the event are recorded as deferred revenue until the event occurs. Amounts collected from sponsorship agreements,
which are not related to a single event, are classified as deferred revenue and recognized over the term of the agreements as the benefits
are provided to the sponsors. As of December 31, 2024, 2023 and 2022, deferred revenue totaled $ 1,528,159, $ 764,081 and $ 127,291, respectively. There are no refunds or allowance
for refunds in accordance with the Company's reservation policies, which do not allow for, except in limited circumstances. The
Company contracted with a subsidiary of the Anschutz Entertainment Group (" AEG "), AEG Presents-Rocky Mountains, LLC,
a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August
2024. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under
naming-rights agreements. We generate net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for
concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and
personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our
venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and
host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, etc. within
our net amphitheater revenue recognition from AEG. As of December 31, 2024, the Company had a receivable of $ 193,766, with no allowance
for credit losses on the receivable as the Company has started to collect a portion of this balance subsequent to the period-end.

 Leases

 The
Company accounts for its leases in accordance with ASC 842, Leases. Under this guidance, arrangements meeting the definition
of a lease are classified as operating or financing leases and are recorded in the consolidated balance sheets as both a right-of-use
asset and lease liability, calculated by discounting fixed lease payments over the lease term, including any renewal options that are
likely to be exercised, at the rate implicit in the lease. Lease liabilities

 are
increased by the principal amount due and reduced by payments each period, and the right-of-use asset is amortized over the lease term.
For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense
over the lease term.

 In
calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under
ASC 842. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and expenses
payments on these short-term leases as they are made.

 Long-term
Licensing Liability

 The
Company accounts for the licensing of its hospitality fire pit suites of Notes Hospitality Collection and its owners club memberships
for Sunset at Broken Arrow and Sunset at McKinney as a long-term licensing liability. The deposits range from $ 50,000 to $ 100,000 and
fully prepaid licenses of $ 100,000 to $ 200,000 are recognized in this account. The amortization of these liabilities will start to be
recognized when NHC in Colorado Springs opens its suites fully after construction is expected to be completed by June 2025 and with Sunset
at Broken Arrow in late 2025 to early 2026 and Sunset at McKinney in mid 2026.

 Advertising
Expenses

 Advertising
costs are expensed as incurred and included in operating expenses in the accompanying consolidated statements of operations. Total advertising
expenses were approximately $ 3,568,704 and $ 2,541,156 for the years ended December 31, 2024 and 2023, respectively.

 Debt
Issuance Costs

 Debt
issuance costs incurred in connection with the issuance of long-term debt are recorded as reductions of long-term debt and are amortized
over the term of the related debt. Amortization of debt issuance costs of $ 2,917,989 and $ 4,544 for
the years ended December 31, 2024 and 2023, are included in interest expense in the accompanying consolidated statements of operations.

 F- 13

 NOTE

Based Compensation

 The
Company recognizes equity-based compensation expense based on the fair value of the warrants or shares at the time of the grant or issuance.
 Share-based compensation includes warrants and stock grants issued to the Company's employees. These may vest immediately
or vest evenly up to three to five years.

Issuance Costs

issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional
capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock issuance upon
closing of the respective stock placement.

 The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments,
meet the definition of a liability, and whether the warrants meet all the requirements for equity classification, including whether the
warrants are indexed to the Company's own stock and whether the warrant holders could potentially require "net cash settlement"
in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent balance sheet date while the
warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required
to be recorded as a component of stockholders' equity at the time of issuance.

 Income
Taxes

 The
Company is subject to federal and state income taxes. A proportional share of the Company's subsidiaries' provisions are
included in the consolidated financial statements. Deferred income tax assets and liabilities are computed for differences between the
asset and liability method and financial statement amounts that will result in taxable or deductible amounts in the future. The Company
computes deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect
taxable income.

 A
valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred
tax assets will not be realized. In making such a determination, all available positive and negative evidence, including future reversals
of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations
is considered. If the Company determines it will be able to realize the deferred tax assets for which a valuation allowance had been
recorded, then it will adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company
evaluates the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns
to identify uncertain tax positions.

 Unrecognized
tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) an assessment is made as to whether
it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for
those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50
percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit.

 F- 14

 NOTE

 The
Company is a C corporation ("C Corp"), however, the Company's subsidiaries are limited liability companies ("LLCs"),
that have elected to be taxed as partnerships. As an LLC, management believes that these companies are not subject to income taxes,
and such taxes are the responsibility of the respective members. The subsidiary LLCs are still in place, with the parent company
filing as a corporation.

 Non-controlling
Interest and Variable Interest Entities

 The
non-controlling interest (" NCI ") represents capital contributions and distributions, income and loss attributable
to the owners of less than wholly owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown
as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable
to the NCI stockholders in the accompanying Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified
in the Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income
(loss) to arrive at the net income (loss) attributable to the Company. The Company has evaluated
its investments in its consolidated entities in order to determine if they qualify as variable interest entities (" VIEs ").
 The Company is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the VIEs.
 The Company monitors these investments and, to the extent it has determined that it owns a majority
of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually
analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such
VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result
in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have
otherwise been consolidated.

 The
Company accounts for the change in its ownership interest while it retains its 100% controlling financial interest, as the Company owns
100% of the voting membership interest, in all of its majority-owned subsidiaries and VIEs as equity transactions. As such, the Company
is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the VIEs. These VIEs meets the
definition of a business and the VIE's assets can be used for purposes other than the settlement of the VIE's obligations, The Company
is the holder of controlling variable interests in its VIEs and is also the holder as the primary beneficiary of all of its VIEs. These
VIEs exist for the Company's operations and purposes. The Company is the sole manager of the legal entity and operating manager
of these VIEs. The Company would provide support to the VIEs, including events that may expose the Company to the VIEs reporting losses.
The Company directly controls the VIE's financial position in terms of operations, construction, acquisition of real estate, financial
performance and directs its cash flows. As the VIEs issue voting equity interests to the Company, the Company holds 100% voting interest
and is also the primary beneficiary of the VIE. The VIEs meet or will meet the definition of a business once open for operations and
the VIEs' assets can be used for purposes other than settlement of the VIE's obligations. he carrying value of the NCI should
be adjusted to reflect the change in the Company's ownership interest in the subsidiary, and differences between the fair value
of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable to the Company.
This may be shown as NCI and as additional paid in capital to the Company when combined agree to the non-controlling issuance of shares
as shown in the Consolidated Statement of Change in Stockholders' Equity.

 If
a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests
are remeasured with the gain or loss reported to net earnings. These may be majority-owned subsidiaries or variable interest entities
that the Company has 100 % voting control of.

 F- 15

 NOTE

 The
following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2024:

OF CARRYING VALUE OF ASSETS AND LIABILITIES OF CONSOLIDATED VARIABLE INTEREST ENTITIES

 BBPCO

 GAHIA

 HIA

 Sunset CO

 Sunset TN

 Sunset MC

 Sunset BA

 SHC

 Sunset McK

 Sunset El

 Venu VIP

 Notes DST

 Total

 Cash

 260,107

 212,512

 100,475

 31,663

 -

 1,414,974

 767,752

 5,723,088

 11,808,891

 101,469

 2,342

 205,922

 20,629,195

 Property and equipment, net

 40,583

 10,631,874

 10,277,794

 47,620,003

 -

 36,724

 22,745,062

 12,172,841

 1,980,140

 202,483

 -

 -

 105,707,504

 Other assets

 1,191,762

 186,356

 723,801

 98,108

 -

 -

 -

 349,945

 10,086,179

 -

 11,187

 11,000

 12,658,338

 Total assets

 1,492,452

 11,030,742

 11,102,070

 47,749,774

 -

 23,512,814

 18,245,874

 23,875,210

 303,952

 13,529

 216,922

 138,995,037

 LIABILITIES

 59,419

 34,516

 95,655

 -

 -

 13,507,259

 2,669,239

 430,518

 76,039

 14,829

 139,779

 17,027,666

 Accrued expenses and other

 365,638

 14,452

 191,565

 167,047

 -

 -

 2,535,164

 92,112

 124,322

 -

 -

 -

 3,490,300

 Other long-term liabilities

 1,054,770

 4,190,509

 3,305,253

 11,963,333

 -

 -

 -

 879,424

 -

 -

 -

 21,943,289

 Total Liabilities

 1,479,827

 4,205,374

 3,531,334

 12,226,035

 -

 -

 16,592,423

 2,761,351

 1,434,264

 76,039

 14,829

 139,779

 42,461,255

 Stockholders' Equity & NCI

 12,625

 6,825,368

 7,570,736

 35,523,739

 -

 6,920,391

 15,484,523

 22,440,946

 227,913

 ( 1,300
)

 77,143

 96,533,782

 Total liabilities and equity

 1,492,452

 11,030,742

 11,102,070

 47,749,774

 -

 23,512,814

 18,245,874

 23,875,210

 303,952

 13,529

 216,922

 138,995,037

 The
following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2023:

 BBPCO

 GAHIA

 HIA

 Sunset CO

 Sunset TN

 Sunset MC

 Sunset BA

 SHC

 Sunset McK

 Total

 Cash

 409,973

 49,643

 110,314

 1,281,934

 52,462

 1,657,511

 677,742

 6,418,199

 -

 10,657,778

 Property and equipment, net

 19,956

 10,993,207

 11,334,305

 13,373,408

 3,506,517

 120,766

 48,988

 269,137

 -

 39,666,284

 Other assets

 1,254,602

 76,104

 733,332

 10,008,993

 1,795

 399,594

 -

 -

 -

 12,474,420

 Total assets

 1,684,531

 11,118,954

 12,177,951

 24,664,335

 3,560,774

 2,177,871

 726,730

 6,687,336

 -

 62,798,482

 LIABILITIES

 35,045

 1,103

 -

 2,168,812

 44,270

 36,989

 47,681

 32,308

 -

 2,366,208

 Accrued expenses and other

 264,979

 41,520

 192,354

 83,293

 -

 20,962

 24,925

 -

 -

 628,033

 Other long-term liabilities

 1,054,770

 4,336,093

 3,404,225

 -

 3,267,000

 -

 -

 -

 -

 12,062,088

 Total Liabilities

 1,354,794

 4,378,716

 3,596,579

 2,252,105

 3,311,270

 57,951

 72,606

 32,308

 -

 15,056,329

 Stockholders' Equity & NCI

 329,737

 6,740,238

 8,581,372

 22,412,230

 249,504

 2,119,920

 654,124

 6,655,028

 -

 47,742,153

 Total liabilities and equity

 1,684,531

 11,118,954

 12,177,951

 24,664,335

 3,560,774

 2,177,871

 726,730

 6,687,336

 -

 62,798,482

 A
summary of the Company's non-controlling interests for the periods ended December 31, 2024 and 2023:

OF NON CONTROLLING INTERESTS

 BBPCO

 GAHIA

 HIA

 CO

 MC

 BA

 SHC

 McK

 Venu VIP

 Notes
 CS 1

 Total

 Balance at January 1, 2024

 ( 118,444
)

 6,733,243

 601,110

 21,620,755

 288,653

 47,106

 2,053,440

 -

 -

 -

 Net income (loss) attributable to Non-Controlling Interest 1/1-12/31/24

 27,237

 341,324

 ( 12,150
)

 ( 1,379,798
)

 ( 40,504
)

 ( 334,279
)

 ( 926,840
)

 ( 278,811
)

 ( 3,150
)

 ( 2,248
)

 ( 2,609,219
)

 Non-controlling interest issuance of shares

 -

 -

 -

 338,742

 ( 313,577
)

 397,983

 2,010,616

 4,874,498

 ( 445
)

 104,277

 7,412,094

 -

 ( 442,760
)

 ( 3,636
)

 ( 486,635
)

 -

 -

 -

 -

 -

 ( 1,404
)

 ( 934,435
)

 Balance at December 31, 2024

 ( 91,207
)

 6,631,807

 585,324

 20,093,064

 ( 65,428
)

 110,810

 3,137,216

 4,595,687

 ( 3,595
)

 100,625

 35,094,303

 BBPCO

 Notes

 GAHIA

 HIA

 CO

 TN

 MC

 BA

 SHC

 Total

 Balance at December 31, 2022

 ( 144,332
)

 -

 6,640,999

 626,245

 15,397,049

 273,053

 -

 -

 -

 22,793,014

 Balance

 ( 144,332
)

 -

 6,640,999

 626,245

 15,397,049

 273,053

 -

 -

 -

 22,793,014

 Net income (loss) attributable to Non-Controlling Interest 1/1-12/31/23

 25,888

 -

 76,621

 ( 11,131
)

 ( 899,567
)

 -

 ( 34,512
)

 ( 5,678
)

 ( 13,941
)

 ( 862,320
)

 Net
 income (loss) attributable to Non-Controlling Interest

 25,888

 -

 76,621

 ( 11,131
)

 ( 899,567
)

 -

 ( 34,512
)

 ( 5,678
)

 ( 13,941
)

 ( 862,320
)

 Non-controlling interest issuance of shares

 -

 -

 260,355

 -

 7,123,273

 -

 323,165

 52,784

 2,067,381

 9,826,958

 -

 -

 ( 244,732
)

 ( 14,004
)

 -

 ( 273,053
)

 -

 -

 -

 ( 531,789
)

 Balance at December 31, 2023

 ( 118,444
)

 -

 6,733,243

 601,110

 21,620,755

 -

 288,653

 47,106

 2,053,440

 Balance

 ( 118,444
)

 -

 6,733,243

 601,110

 21,620,755

 -

 288,653

 47,106

 2,053,440

 Segment
Reporting

 In November 2023, the Financial
Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, " Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU 2023-07 is effective
for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15,
2024, and requires single reporting entities to comply with the expanded reportable segment disclosures outlined in the ASU. The expanded
reportable segment disclosures are intended to enhance certain disclosures surrounding significant segment expenses.

 The Company reports its segment
information to reflect the manner in which the chief operating decision maker (the "CODM") reviews and assesses performance.
The Company's Chief Executive Officer, President and Chief Operating Officer have joint responsibility as the CODM and review and
assess the performance of the Company as a whole.

 The primary financial measures
used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income
(loss) and operating income (loss) to evaluate the performance of the Company's ongoing operations and as part of the Company's
internal planning and forecasting processes. Information on net income (loss) and operating income (loss) is disclosed in the Consolidated
Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated
Statements of Operations.

 The CODM does not evaluate performance
or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements.

 As the Company is a single-segment
business, the adoption of this new standard did not have a material effect on the Company's financial statements.

 F- 16

 NOTE

 Recently
Issued and Adopted Accounting Pronouncements

 In
November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and
interim basis. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all
prior periods presented in the financial statements. The Company adopted this ASU on December 31, 2024. This ASU did not have a material
impact on our consolidated financial statements.

 On
December 14, 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09").
ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i)
the income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income
tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition
of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction.. The amendments
will be effective for fiscal years beginning after December 15, 2024, and interim periods within those annual periods. The Company is
currently evaluating the impact of adopting this guidance.

 In
March 2024, the FASB issued ASU No. 2024-01, Compensation – Stock Compensation (Topic 718): Scope Applications of Profits Interest
and Similar Awards ("ASU 2024-01"). The amendments in ASU 2024-01 improves its overall clarity and operability without changing
the guidance and adding illustrative examples to determine whether profits interest award should be accounted for in accordance with
Topic 718. The amendments will be effective for fiscal years beginning after December 15, 2024, and interim periods within those annual
periods. The Company is currently evaluating the impact of adopting this guidance.

 On
November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures ("ASU 2024-03"). ASU
2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in
the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted
for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of
adopting the standard on the Consolidated Financial Statements.

 F- 17

 NOTE
3 – PROPERTY AND EQUIPMENT

and equipment, net, were as follows:

OF PROPERTY AND EQUIPMENT

 As of

 As of

 December 31

 2024

 2023

 Leasehold Improvements

 $
 399,319

 $
 160,738

 Furniture and equipment

 10,057,967

 4,064,928

 Land and buildings

 93,377,840

 39,381,977

 Construction in progress

 40,518,315

 17,678,116

 Property, plant and equipment, gross

 $
 144,353,441

 $
 61,285,759

 Accumulated depreciation and amortization

 ( 7,137,505
)

 ( 3,547,996
)

 plant and equipment, net

 $
 137,215,936

 $
 57,737,763

 Depreciation
and amortization expenses relating to property and equipment for the years ended December 31, 2024 and 2023 were $ 3,589,509 and $ 1,810,516,
respectively.

 NOTE
4 - INTANGIBLES

 Intangible
assets subject to amortization consist of the following:

OF INTANGIBLE ASSET

 Useful

 Life

 2024

 2023

 Naming rights

 6 years

 $
 400,314

 $
 400,314

 Accumulated amortization

 ( 189,038
)

 ( 122,319
)

 Intangible assets, net

 $
 211,276

 $
 277,995

 The
intangible naming rights asset was put into use in 2023. Amortization expense relating to the intangible assets for the years ended December
31, 2024 and 2023 was $ 66,719 and $ 66,720 respectively. The estimated amortization expense for the twelve months ended December 31, 2025
and thereafter is as follows:

OF ESTIMATED AMORTIZATION EXPENSE

 2026

 $
 66,719

 2027

 66,719

 2028

 66,719

 2029

 11,119

 Total

 $
 211,276

 NOTE
5 – LEASES

 The
Company leases the properties used for some of its restaurants, venue and office space.

 Through
June 30, 2022, the Company leased the land and buildings used in BBST and BBP operations from HIA. On April 1, 2022, the Company purchased
a controlling interest in the equity of HIA. Accordingly, the impact of the lease is eliminated in the consolidated financial statements.

 Notes
in Colorado Springs leased its property from 13141 BP, LLC ("13141 BP"), a related party (refer to Note 7– Related
Party Transactions footnote for further details) through June 26, 2024, when the Company acquired the membership interests of 13141 BP.
The lease was structured as a triple net ("NNN") lease, which this type of lease includes costs of maintenance, repairs,
operations, taxes and insurance, with annual rents of $ 90,000 through July 1, 2024 and throughout 2023. The lease was amended as of July
1, 2024, to include costs of maintenance, repairs, operations, taxes and insurance. As of the acquisition date, the lease is eliminated
in consolidations.

 F- 18

 NOTE
5 – LEASES (Continued)

 The
Company leases its office space from an unrelated party. The lease is until November 30, 2029 and escalates in base rent by 1.3 % each
year. Additionally, the Company leases an executive apartment from an unrelated party. The lease is until April 13, 2025. For its McKinney
location, the Company leases an office space from an unrelated party. The lease is until June 30, 2027. Additionally, the Company leases
an executive apartment from an unrelated party. The lease is until June 6, 2025. The Company leases a vehicle for each of these executive
apartments, with one lease until April 2026 and the other vehicle leased until May 2026.

 Total
rent expense related to leased assets including short-terms leases and variable costs was $ 1,703,496 and $ 1,061,427 for the years ended
December 31, 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, the Company paid $465,892 and $446,664, respectively, for operating
leases.

 The
following table shows balance sheet information related to the operating leases:

OF BALANCE SHEET INFORMATION RELATED TO LEASES

 As of

 Balance Sheet Information

 Classification

 2024

 2023

 Assets

 Operating lease right-of-use assets, net

 Operating Leases

 $
 1,351,600

 $
 3,685,980

 Liabilities

 Current portion of operating lease liabilities

 Operating Leases

 $
 364,244

 $
 230,952

 Long-term portion of operating lease liabilities

 Operating Leases

 $
 1,020,604

 $
 3,646,385

 Total lease liabilities

 $
 1,384,848

 $
 3,877,337

 The
future minimum lease payments of existing operating lease liabilities are as follows:

OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITIES

 For the

twelve months ended

 2025

 $
 430,070

 2026

 370,631

 2027

 284,938

 2028

 243,093

 2029

 225,385

 Total lease payments

 $
 1,554,117

 Less: imputed interest

 ( 169,269
)

 Present value of lease liabilities

 $
 1,384,848

 Less: current portion

 ( 364,244
)

 Long-term portion

 $
 1,020,604

OF SUPPLEMENTAL INFORMATION OF OPERATING LEASES

 2024

 2023

 Weighted-average remaining lease term (years)

 4.16

 13.25

 Weighted-average discount rate

 5.66
 %

 6.00
 %

 F- 19

 NOTE
6 – INVESTMENTS IN RELATED PARTIES

 The
Company has non-controlling interest investments in related parties. Accordingly, the Company utilizes the guidance stated in
ASC 323, Investments – Equity Method and Joint Ventures to account for applicable transactions. These investments lack
readily determinable fair values. Consequently, these investments are accounted for under the practical expedient at cost minus
impairment plus any changes in observable price changes from an orderly transaction of similar investments. An adjustment to the
recognized value of the investment is not made if there are no identified events or changes in circumstances that may have a
significant adverse effect on the fair value. Any income or loss from these investments is recognized in the consolidated statements
of operations, net of operating expenses. These investments are reviewed at each balance sheet date for impairment. The activity
related to these investments for the years ended December 31, 2024 and 2023 follows:

 SCHEDULE OF INVESTMENT

 Roth

 War

 Industries LLC

 Hippies LLC

 Total

 Balance at December 31, 2022

 $

 $
 75,603

 $
 625,603

 Disposals, net

 -

 ( 75,603
)

 ( 75,603
)

 Balance at December 31, 2023

 $

 $
 -

 $

 -

 -

 -

 -

 Balance at December 31, 2024

 $

 $
 -

 $

 NOTE
7 – RELATED PARTY TRANSACTIONS

 The
Company owns 550,000
preferred units or 2.0 %
of Roth Industries, LLC ("Roth Industries"). The Company's Chairman and CEO is also the founder and Chairman of
Roth Industries and is a significant stockholder of the Company. The Company's officers and directors are also minority equity
owners of Roth Industries. The CEO of Roth Industries, Mitchell Roth, is the son of the Company's CEO and is also on the Board
of the Company and is employed by the Company in a part time manner as strategy consultant pursuant to which he was paid $ 90,000 in each of 2024 and 2023. The Company currently accounts for this
investment based on ASC 325, Investments – Other, under the cost method. In addition, the Company recognized licensing
fees from Roth Industries, totaling $ 130,000
and $ 132,500
for the years ended December 31, 2024 and 2023, respectively, for Roth's licensing use of the Bourbon Brothers brand in
grocery products since the Company holds the exclusive license to use the brand. The Company also had $ 107,500
in receivables from Roth as of December 31, 2024. The amounts received were recorded in other income in the consolidated statements
of operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the
consolidated balance sheet.

 The
Company owned 20 % of War Hippies, LLC and sold its interest in War Hippies, LLC on December 31, 2023, to the majority owners of War Hippies,
realizing a loss on the investment of $ 75,603 that is recognized as other expense in the consolidated statement of operations for the
year ended December 31, 2023.

 The
 Company on June 26, 2024, purchased 100 % of the membership units for 13141 BP's members and owns the land and buildings for
which Notes currently use from an existing lease arrangement. The transaction is treated as an asset acquisition and accounted for under
ASC 805, Business Combinations. Under this methodology the purchase price is allocated to the acquired asset based on their proportionate
fair values. The Company purchased these units of 13141 BP for a total purchase price of $ 2,761,000 using equity. The members of 13141
BP were also shareholders of the Company prior to the purchase. Under the terms of the purchase agreement, the Company issued 276,100
shares of Class D common stock. The Company owns 100 % of this subsidiary and 100 % of its voting control and consolidates it into its
financials.

 F- 20

 Under
the acquisition method of accounting, the total fair value of consideration transferred was allocated as follows as of June 26, 2024:

OF FAIR VALUE OF ASSETS ACQUIRED

 Consideration

 Issuance of shares

 $

 Fair value of consideration

 $

 Assets acquired and liabilities assumed

 Cash

 $
 74,085

 Fixed Assets

 2,519,435

 Lease receivable

 191,028

 Accrued and other current liabilities

 ( 23,548
)

 Net assets acquired

 $

 NOTE
8 – DEBT

 Convertible
Promissory Note

 On
January 17, 2024, the Company entered into a convertible promissory note ("Note") with KWO, LLC ("KWO"), to accrue
interest at 8.75 % per annum, for draws to occur between March 2024 to May 2024 to be used towards Sunset Colorado construction. The outstanding
balance of the Note as of December 31, 2024, was $ 10,000,000. Interest is to be paid monthly and the maturity date is one year from the
date of the first draw. The first draw commenced March 1, 2024 with the maturity date of February 28, 2025. At any time during the period
commencing June 1, 2024 and continuing until the date on which the Note is paid in full, KWO may convert the outstanding Note into Company
common stock of equivalent value, and the Company shares are deemed to have a fixed value of $ 10 per share.

 The
holder of the Note, KWO, along with Mr. JW Roth, both personally guarantee the Note at a fee equal to 1 %
of the promissory note balance. The Holder of the Note financed the asset purchase and paid the draw to the Sunset Colorado general
contractor directly thus became a personal guarantor to the Note. The Company recognized a debt discount for the personal guarantee
fee of $ 100,000 with
$ 83,333 expensed
to interest expense for the year ended December 31, 2024, with the remaining debt discount to be expensed to interest expense over
the life of the Note. As consideration of the personal guarantee fee, the Company granted a three-year warrant to purchase 500,000 Venu
shares at $ 10 per
share for both KWO and Mr. Roth, with the Company recognizing a debt discount of $ 3,000,140 with
$ 2,500,117
expensed to interest expense in the year ended December 31, 2024, with the remaining to be expensed over the life of the Note. In
accordance with ASC 815-10, Derivatives and Hedging, the warrants were recorded at relative fair value within stockholder's
equity in the Consolidated Balance Sheet. A loan origination fee of $ 100,000 is
recognized as debt discount with $ 83,333 expensed
to interest expense in the year ended December 31, 2024, with the remaining to be expensed over the life of the Note. The Company
leased KWO a Sunset leased suite with a fair market value of $ 200,000 without
additional payment or consideration, and is subject to and consistent with the schedule, rights, terms and conditions applicable to
other suites offered to the public. The Company treated this leased suite as a debt discount with $ 166,667 expensed
to interest expense in the year ended December 31, 2024, with the remining to be expensed over the life of the Note. The convertible
debt balance of $ 10,000,000 net
by the cumulative debt discounts of $ 566,690 agree
to the net of $ 9,433,313 shown
as convertible debt in the Consolidated Balance Sheet.

 In
addition, KWO in a related agreement, purchased 500,000 Class C shares from Mr. Roth at a discount as part of this transaction. Per ASC
paragraph 718-10-15-4, the economic interest holder makes a capital contribution to the reporting entity, and the reporting entity makes
a share-based payment to its grantee in exchange for goods or services provided to
the reporting entity. In the Company's instance, Mr. Roth paid the Holder on behalf of the Company. The Company recognized a $ 2,500,000
charge in other expense and additional paid in capital related to the exchange for the year ended December 31, 2024, as Mr. Roth completed
this stock transaction on behalf of the Company for KWO completing the Note transaction.

 F- 21

 NOTE
8 – DEBT (Continued)

 Economic
Injury Disaster Loan

 On
May 4, 2020, the Company executed the standard loan documents required for securing a loan (the "EIDL Loan") from the SBA
under its Economic Injury Disaster Loan ("EIDL") assistance program in light of the impact of the COVID-19 pandemic on the
Company's business.

to the loan agreement, the principal amount of the EIDL Loan is $ 500,000, with proceeds to be used for working capital purposes. Interest
accrues at the rate of 3.75 % per annum. Monthly payments of interest only in the amount of $ 2,437 were to originally commence on May
4, 2021; however, this repayment commencement date was extended by the SBA for 24 months. The EIDL Loan matures 30 years from the date
of the note agreement, at which time all remaining unpaid principal and interest are due. JW Roth, CEO and Chairman, personally
guarantees this loan agreement. As of December 31, 2024 and 2023, the principal balance of $ 500,000 remains outstanding.

 Long-term
bank debt

 On
April 1, 2022, the Company purchased the majority of equity interests of HIA. In this transaction, the Company became a guarantor of
HIA's mortgage on the properties used in BBST and BBP operations. The mortgage accrues interest at 5.5 % and matures on July 10,
2031. The balance as of December 31, 2024 and 2023 was $ 3,239,543 and $ 3,404,225. This mortgage is collateralized by the BBSTCO and BBP
land and buildings. This mortgage is personally guaranteed by JW Roth.

 On
December 21, 2022, the Company closed on a deed of land with the City of Murfreesboro, Tennessee, for the Company to develop a Bourbon
Brothers Smokehouse and Tavern, Boot Barn Hall and an amphitheater on 20.13 acres parcel for $ 3,267,000. On August 26, 2024 Notes Live
and the City of Murfreesboro, TN agreed to discontinue the development project previously planned for 20.13 acres as originally conceived.
The City sold the undeveloped property to Venu subject to reconveyance and other termination provisions if the project was discontinued.
The City and Venu proceeded with reconveyance of the property and the City terminated the promissory note of $ 3,267,000. The outstanding
balance at December 31, 2024 and 2023 was $ 0 and $ 3,267,000, respectively.

 On
May 26, 2022, GAHIA took on a mortgage for the properties used in the BBSTGA and BBPGA operations, with the Company as a guarantor to
the mortgage. GAHIA began to draw on this mortgage in early 2023 with the final mortgage amount in place in June 2023. The mortgage accrues
interest at 3.95 % and matures on May 26, 2043. The balance at December 31, 2024 and 2023 was $ 4,243,364 and $ 4,391,818. This mortgage
is collateralized by the BBSTGA and BBPGA land and buildings. This mortgage is personally guaranteed by JW Roth.

 On
April 30, 2024, Notes Live executed a term sheet with the City of El Paso, Texas. This term sheet was approved by the El Paso City Council
by a vote of 6-1. This term sheet will define a more detailed, negotiated Development Agreement between Notes Live and the City of El
Paso that will establish a public private partnership. This Development Agreement is anticipated to be complete in the next 60 days and
will specifically define the construction of a 12,500- person amphitheater to be developed by Venu. In addition, on August 16, 2024,
the City of El Paso provided an economic incentive in the form of a promissory note at 0 % interest for $ 8,000,000 maturing in eight years
to be used towards the construction of the facility which options for this to be forgiven based on certain deliverables.

 F- 22

 NOTE
8 – DEBT (Continued)

OF LONG TERM DEBT

 Long-term debt consists of the following:

 2024

 2023

 SBA Economic Injury Disaster Loan

 $

 $

 Bank loan and promissory notes

 15,701,718

 11,007,318

 Convertible debt

 9,433,313

 -

 Total

 25,635,031

 11,507,318

 Less: current maturities

 11,534,814

 325,245

 Long-term debt

 $
 14,100,217

 $
 11,182,073

 Following
is the future maturities of long-term debt for the twelve months ended December 31, 2024

OF FUTURE MATURITIES OF LONG TERM DEBT

 2025

 $
 11,534,814

 2026

 123,288

 2027

 138,576

 2028

 155,901

 2029

 175,793

 Thereafter

 13,506,659

 Total long-term debt

 $
 25,635,031

 NOTE
9 – EQUITY

 Stockholders'

 The
Company had two membership classes of units while it was a limited liability company, Class A voting and Class B non-voting. The
Class A voting and the Class B non-voting units had identical economic rights to participate in dividends and to the assets of the
Company, however, the non-voting units do not provide the holder the right to vote on any matters or otherwise participate in the
management of the business and affairs of the Company. On April 6, 2022, when the Company converted its legal form from a Colorado
LLC to a Colorado C Corp, the Company's Class A membership units became Class A common stock and the Class B membership units
became Class B common stock. The Company amended its articles of incorporation on October 25, 2022 to include Class C common stock.
On March 5, 2024, the Company and its Class C stockholders authorized the creation of Class D of common stock of up to 60,000,000 shares. Except
for any difference in voting privileges, or any differing contractual rights or limitations assigned or afforded to a specific
series of stock in connection with a merger, acquisition or strategic transaction, the shares of Class A Voting Common Stock, Class
B Non-Voting Common Stock, Class C Voting Common Stock, and Class D Voting Common Stock have the same preferences, limitations, and
relative rights in all other respects. Each holder of Class A Voting Common Stock was entitled to 250 votes per share of Class A
Voting Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Each holder
of Class C Voting Common Stock was entitled to one vote per share of Class C Voting Common Stock held of record by such holder on
all matters on which stockholders generally are entitled to vote. Each holder of Class D Voting Common Stock shall be entitled to
one vote per share of Class D Voting Common Stock held of record by such holder on all matters on which stockholders generally are
entitled to vote. Except as required by law, holders of the Class B Non-Voting Common Stock shall have no voting power with respect
to their shares of Class B Non-Voting Common Stock and the shares of Class B Non-Voting Common Stock shall not be entitled to vote
on any matter submitted to the stockholders. On September 6, 2024, the Company amended
and restated its articles of incorporation so that each share of then outstanding share of Class A Voting Common Stock, Class C Voting
Common Stock, and Class D Voting Common Stock immediately and automatically converted into one (1) share of Common Stock (the "Prior
Voting Common Stock Conversion"). The amended and restated articles of incorporation provide that the authorized capital stock
of the Company consists of 144,000,000 shares of Common Stock, 1,000,000 Class B shares and 5,000,000 preferred shares.

 F- 23

 NOTE
9 – EQUITY (Continued)

 On
August 7, 2023, the Company allowed the stockholders to exchange their Class A shares into Class C shares at a 1 to 25 basis and the
Class B shares for Class C shares at a 1 to 1 basis. The Company has 76,245 shares of treasury stock that it acquired through the acquisition
of HIA.

 On
November 3, 2023, the Company and its stockholders effected a forward split of both the Class B and Class C shares 5-for-1 and increased
the authorized shares of Class C up to 50,000,000 at a par value of $ 0.001. On that same date, the Company began a private placement
offering of its Class C shares at $ 10 per share. The Company issued 614,341 and 2,832,584 Class C shares during the year ended December
31, 2024 from this offering. The Company issued 700,000 Class C shares as payment for services to outside consultants of the Company.

 On
March 5, 2024, the Company and its Class C stockholders authorized a Class D of common stock up to 60,000,000 shares. At that time, the
Company allowed its Class B and Class C stockholders to convert to Class D shares at a 1 to 1 basis. As of December 31, 2024, the Company
has 379,990 Class B shares and 37,471,465 Common shares issued and outstanding.

 During 2024, the Company closed a private placement offering in which we sold 3,300,341 shares of Common Stock and received gross proceeds
of $ 32,059,550.

 On
August 12, 2024, the Company purchased 100,000 Class D shares back from Roth Industries, a related party, at $ 5 per shares as the Company
will hold these as treasury shares.

 On
January 22, 2024, the Company and Live Nation entered into an Exclusive Operating Agreement, pursuant to which Live Nation intended to
serve as the exclusive operator of The Sunset BA. Although the parties pursued their working partnership, in August 2024, the Company
and Live Nation terminated the Exclusive Operating Agreement due to the Company determining that it is unable to construct the number
of parking spaces originally contemplated by the Exclusive Operating Agreement. The Company is actively pursuing other third-party operators
for The Sunset BA. As part of this termination, Live Nation exercised its put right for the 100,000 Class D shares worth $ 1,000,000.
These shares were classified as permanent equity, and the Company subsequently reclassified this amount as a liability upon notice of
execution of the put right from Live Nation. The Company repurchased these shares from Live Nation on September 26, 2024.

 On November 26, 2024, the Company completed an initial public offering of 1,200,000 shares Common Stock at a public offering price of
$ 10.00 per share, generating gross proceeds of $ 12,000,000. The Company also granted the underwriters a 45-day option to purchase up to
 180,000 additional shares of Common Stock on the same terms and conditions for the purpose of covering any over-allotments in connection
with the Offering, which the underwriters exercised on November 29, 2024. The shares of Common Stock were offered and sold pursuant to
the Company's Registration Statement on Form S-1 (File No. 333-281271), originally filed with the U.S. Securities and Exchange Commission
(the "Commission") on August 6, 2024, and later amended (as amended, the "Registration Statement"). The Registration
Statement was declared effective by the Commission on November 12, 2024. The closing of the offering took place on November 29, 2024.
We received net proceeds of approximately $ 12.3 million from the offering, after deducting underwriting discounts and commissions and
other offering expenses.

 NOTE
10 – EARNINGS PER SHARE

 Net
income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding
during the period. The Company applies the multiple-class method in calculating earnings per share. Earnings and losses are shared pro-rata
between the multiple classes of shares. For 2024, the Company had five classes of shares that included Class A, Class B, Class C, Class
D and Common that weighted-average number of shares and earnings per share by class were calculated of. For 2023, the Company had three
classes of shares for Class A, Class B, and Class C shares that weighted average number of shares by class and earnings per share by
class were calculated of. The calculation of diluted net income per share includes the effects of the assumed exercise of any outstanding
warrants and convertible debt, except during loss periods as the effect would be anti-dilutive. The shares presented are post-split from
the November 8, 2023 split election.

 F- 24

 NOTE
10 – EARNINGS PER SHARE (Continued)

 The
following table sets forth the calculation of earnings per share as presented in the accompanying consolidated statements of operations:

OF CALCULATION OF EARNINGS PER SHARE

 For
 the Year Ended December 31, 2024

 Class
 A

 Class
 B

 Class
 C

 Class
 D

 Common

 Basic
 and diluted net loss per share of common stock

 Numerator:

 Allocation
 of net loss

 $
 -

 $
 ( 620,265
)

 $
 ( 5,784,717
)

 $
 ( 13,968,689
)

 $
 ( 9,966,084
)

 Denominator:

 Basic
 and diluted weighted average shares outstanding

 -

 724,629

 6,758,034

 16,319,014

 11,642,944

 Basic
 and diluted net loss per share of common stock

 $
 -

 $
)

 $
)

 $
)

 $
)

 For the Year Ended December 31, 2023

 Class A

 Class B

 Class C

 Class D

 Common

 Basic and diluted net loss per share of common stock

 Numerator:

 Allocation of net loss

 $
 ( 53,361
)

 $
 ( 6,514,641
)

 $
 ( 3,956,471
)

 $
 -

 $
 -

 Denominator:

 Basic and diluted weighted average shares outstanding

 136,301

 16,640,620

 10,106,179

 -

 -

 Basic and diluted net loss per share of common stock

 $
)

 $
)

 $
)

 $
 -

 $
 -

 NOTE
11 – WARRANTS

 The
Company grants, to certain of its directors and employees, warrants to purchase shares of the Company's equity.

 Following
is a summary of the warrant activities during the years ended December 31, 2024 and 2023:

 SUMMARY
OF WARRANT ACTIVITIES

 Weighted

 Weighted

 Average

 Weighted

 Average

 Remaining

 Number of

 Average

 Grant Date

 Contractual

 Exercise Price

 Fair Value

 Term (in years)

 Outstanding, December 31, 2022

 2,921,400

 $
 2.25

 Granted

 307,500

 $
 3.39

 $
 3.39

 Exercised

 ( 68,750
)

 $
 6.01

 Expired and forfeited

 ( 130,320
)

 $
 2.56

 Outstanding, December 31, 2023

 3,029,830

 $
 2.59

 Outstanding, December 31, 2023

 3,029,830

 $
 2.59

 Granted

 3,158,333

 $
 10.02

 $
 5.64

 Exercised

 ( 67,997
)

 $
 2.23

 Expired and forfeited

 ( 535,873
)

 $
 6.34

 Outstanding, December 31, 2024

 5,584,293

 $
 6.43

 5.04

the year ended December 31, 2024, the Company granted a total of 3,158,333 warrants with 2,158,333 granted to employees and board and
directors with 1,000,000 granted as part of the convertible promissory note (refer to Note 8 – Debt). As of December 31, 2024,
there was a total of 3,271,694 warrants exercisable with an aggregate intrinsic value of $ 12,838,379. For the total warrants outstanding
of 5,584,293 as of December 31, 2024, the aggregate intrinsic value was $ 17,892,887. As of December 31, 2024, there was $ 7,594,169 of
unrecognized compensation cost related to all outstanding warrants. The equity-based compensation cost, related to warrants included
as a charge to operating expenses
in the consolidated statements of operations, was $ 12,015,133 and $ 392,520 for the years ended December 31, 2024 and 2023, respectively.
The cost is expected to be recognized over a weighted-average period of 5.04 years.

 F- 25

 NOTE
11 – WARRANTS (Continued)

 The
fair value of the warrants was estimated using the Black-Scholes-Merton model using the following inputs:

OF FAIR VALUE OF WARRANTS

 December 31, 2024

 December 31, 2023

 Volatility

 48.46 % to 74.30
 %

 69.3 %
to 77.4
 %

 Dividends

 0.00
 %

 0.00
 %

 Risk-free rate

 0.4 %
to 4.5
 %

 0.4 % to 4.8
 %

 Expected Term (years)

 3 - 5

 3 - 5

are equity classified, not liability classified, and are not remeasured at fair value.

 NOTE
12 – INCOME TAXES

 The
following table sets forth income before taxes:

OF FORTH INCOME BEFORE TAXES

 2024

 2023

 U.S.

 ( 32,793,466
)

)

 Foreign

 -

 -

 Total income before taxes

 ( 32,793,466
)

)

 The
following table reconciles the statutory income tax rates to actual rates based on income or loss before income taxes as of December
31, 2024 and December 31, 2023:

OF RECONCILIATION OF STATUTORY INCOME TAX RATES

 2024

 2023

 Total

 Tax Rate

 Total

 Tax Rate

 Income tax benefit at federal statutory rate

 ( 6,886,628
)

 21.0
 %

 ( 2,391,227
)

 21.0
 %

 Non-controlling interest

 -

 0.0
 %

 181,088

 - 1.6
 %

 Equity Based Compensation

 6,999,300

 - 61.5
 %

 -

 0.0
 %

 Interest Expense

 2,833,450

 - 24.9
 %

 -

 0.0
 %

 Financing Expense

 - 22.0
 %

 -

 0.0
 %

 Permanent differences

 312,596

 - 2.7
 %

 11,025

 0.1
 %

 State and local income taxes net of federal tax benefit

 ( 859,726
)

 7.6
 %

 ( 364,006
)

 3.2
 %

 Others

 181,739

 - 1.6
 %

 -

 0.0
 %

 Valuation allowance

 57,887

 - 0.5
 %

 2,563,120

 - 22.5
 %

 Provision for income taxes

 -

 - 84.6
 %

 -

 0.0
 %

 F- 26

 NOTE
12 – INCOME TAXES (Continued)

 Below
is a summary of the Company's deferred tax assets and liabilities:

OF DEFERRED TAX ASSETS AND LIABILITIES

 2024

 2023

 Net operating loss and tax credits carry forwards

 4,710,756

 3,145,014

 Lease liability

 4,284,550

 46,837

 Investments in partnerships

 1,565,317

 Equity Based Compensation

 1,493,341

 285,788

 Deferred Revenue

 407,571

 4,545

 Others

 44,699

 163,580

 Deferred tax assets before valuation allowance

 12,506,234

 3,645,764

 Valuation Allowance

 ( 7,911,767
)

 ( 3,488,056
)

 Deferred tax assets after valuation allowance

 4,594,467

 157,708

 Right of use assets

 ( 4,122,635
)

 -

 Fixed assets

 ( 471,832
)

 ( 157,708
)

 Deferred tax liabilities

 ( 4,594,467
)

 ( 157,708
)

 Net deferred tax assets and liabilities

 -

 -

 The
Company has federal net operating loss of $ 18,043,321 and $ 12,849,379 as of the current and prior year, respectively. All of the federal
net operating loss has an indefinite carry forward period.

 The
Company has various state net operating carry forwards. The determination of the state net operating loss carryforwards is dependent
upon apportionment percentages and state laws that can change from year to year and impact the amount of such carryforwards. In general,
under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (or the Code), a corporation that undergoes an "ownership
change," generally defined as a greater than 50% change by value in its equity ownership over a three-year period, is subject to
limitations on its ability to utilize its pre-change net operating losses ("NOLs"), other tax attribute carryforwards and
research and development credit carryforwards to offset future taxable income. Our existing NOLs, other tax attribute carryforwards and
research and development credit carryforwards may be subject to limitations arising from previous ownership changes. If we undergo, or
are deemed to have previously undergone, an ownership change, our ability to utilize NOLs, other tax attribute carryforwards and research
and development credit carryforwards could be limited by Sections 382 and 383 of the Code. Additionally, future changes in our stock
ownership, some of which might be beyond our control, could result in an ownership change under Section 382 of the Code. For these reasons,
in the event we experience or are deemed to have experienced an "ownership change" for these purposes, we may not be able
to utilize a material or even a substantial portion of the NOLs, other tax attribute carryforwards, research and development credit carryforwards,
even if we attain profitability. We have not completed a Code Section 382 analysis regarding any limitation on our NOL carryforwards.

 In
assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences become deductible. Management assesses the available positive
and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Due
primarily to its history of operating losses, the Company is unable to conclude that it is more likely than not that it will realize
the benefits of its deferred tax assets. Therefore, the Company provided a valuation allowance against the entire net deferred tax assets
during current year, reflecting an increase of $ 4,423,711. Management does not believe that there are significant uncertain tax positions
in the current and prior year. There are no interest and penalties related to uncertain tax positions in the current and prior year.

 The
Company is no longer subject to income tax examinations for federal income taxes before 2021 or for states before 2020. Net operating
loss carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated
has been closed by statute. The amount subject to disallowance is limited to the NOL utilized. Therefore, the Company may be subject
to examination for prior NOLs generated as such NOLs are utilized. generated as such NOLs are utilized.

 F- 27

 NOTE
13 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 The
carrying amounts of accounts payable and accrued expenses approximated their fair values at December 31, 2024 and 2023. Accounts payable
at December 31, 2024 and 2023 was $ 7,283,033 and $ 2,565,460, respectively, which primarily consisted of payments to vendors for operations
including inventory, marketing, professional services, security, and payments for construction of the company's future facilities.
Accrued expenses at December 31, 2024 and 2023 was $ 3,556,819 and $ 698,369, respectively, which included accruals of the Company utilities,
property taxes, insurance, purchases, and interest.

 NOTE 14 – COMMITMENTS AND CONTINGENCIES

 From time to time, the Company may become party to litigation and other
claims in the ordinary course of business. To the extent that such claims and litigation arise, management provides for them if upon the
advice of counsel, losses are determined to be both probable and estimable. In addition, the Company enters into public private partnerships.
These partnerships, may require the Company to meet construction timelines. There may be liquidated damage clauses, or other contractual
penalties. To the extent that such claims arise, management provides for them if upon the advice of counsel, losses are determined to
be both probable and estimable.

 NOTE
15 - SUBSEQUENT EVENTS

 The
Company has evaluated subsequent events through the date of the issuance of the consolidated financial statements as of March 31, 2025,
and identified the following:

 The
Company issued a $ 6,000,000 principal amount convertible promissory note on February 28, 2025, with its maturity date
three years from the date of issuance. The interest rate is 12 % per annum and paid quarterly in shares of Venu's common stock
at the conversion price. Principal is paid at maturity in cash, or at the Company's option, in-kind through the issuance of
shares of Company's common stock at the conversion price. Conversion price is defined as 100% of the average daily closing
sale price of the Company's common stock during the 10 consecutive trading days immediately prior to the applicable payment
date. The notes are secured by the Company's interests in various of its real estate assets, interests, and
projects.

 The
Company sold as additional $ 322,448 in beneficial interests under the offering conducted by Notes CS I DST, LLC offering by March
31, 2025.

 The
Company sold $ 600,000 of its Venu Income, LLC private equity offering through March 31, 2025. This offering is designed for pooled ownership
of VENU's Luxe FireSuites located in McKinney, TX, and Broken Arrow, OK.

 The
Company generated a combined $ 10.4 million in January 2025 and $ 11.2 million in February 2025 of firepit suites membership unit
offerings of Sunset McKinney, Sunset Broken Arrow, and Sunset Hospitality Collection. In addition, the Company introduced the
financing of membership unit firepit suites in March 2025 for Sunset McKinney and Sunset Broken Arrow, which allows an investor to
purchase a membership unit and acquire rights to fractional ownership via a suite with 25 % down payment on the membership unit and
pay the remaining 75 % of their capital commitment over a 20-year amortization.

 On January 13, 2025, the Company purchased shares
of Series A Preferred Stock of FL 101, Inc. (dba EIGHT Brewing) in consideration for a cash investment of $ 1,999,999.45.

 The
Company issued 165,000 warrants that vested immediately at $ 12.50 to a consulting firm on February 6, 2025, that can be exercised
into common shares and expires on February 6, 2030. In addition, the Company agreed to issue 300,000 warrants (or stock options)
that vested immediately at $ 10 per share to a consultant on March 19, 2025, that expire on March 19, 2030, and can be exercised into
common shares.

 F- 28