SecProbe.io

November 5, 2024
JW Roth
Chief Executive Officer
Venu Holding Corporation
1755 Telstar Drive
Suite 501
Colorado Springs, Colorado 80920
Re:Venu Holding Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed October 21, 2024
File No. 333-281271
Dear JW Roth:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 11, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed October 21, 2024
Risk Factors, page 12
1.We note your response to prior comment 10, including that the communications
specified in such comment have been removed from your website. Please add a risk
factor that explains how you have historically marketed the exempt offerings of
membership interests of your subsidiaries and describes the risks, including those
related to potential rescission rights, if the communications and language used to
market those financings are deemed to be an "offer" with respect to the IPO in
violation of Section 5 of the Securities Act.

November 5, 2024
Page 2
Business
Venu's Venues
The Sunset Amphitheater - Colorado Springs, Colorado, page 66
2.Please supplement your discussion of the Ford Amphitheater to summarize in a single
location the rights that all relevant investors and third parties, including investors in
your subsidiaries, the prospective holders of beneficial interests in the Delaware
Statutory Trust that holds title to real estate underlying the amphitheater, and AEG,
hold with respect to the amphitheater and revenues, profits, rents, and/or other
amounts associated therewith. Identify the material contracts that relate to each
arrangement. In this regard, we note various sections where the rights of investors and
other third parties with respect to Ford Amphitheater are disclosed (e.g., discussion of
"rental profit" distributions to Class B members of The Sunset Amphitheater LLC and
"base rent payment" distributions to holders of beneficial interests in Notes CS I, DST
at page 72), but it is unclear how these agreements and investment arrangements
operate together to determine how the various revenue streams associated with the
project are to be distributed. In this summary, please include a description of the
purpose and material terms of the Operations Sublease Agreements and Operations
Lease Agreements and amendments thereto on file as Exhibits 10.35, 10.49, 10.50,
and 10.51, as we are unable to locate discussion of them elsewhere in the filing and it
is unclear what relationship you have with party thereto "Notes Live Foundation."
Notes to Consolidated Financial Statements
Note 11 - Warrants, page F-48
3.We note your response to prior comment 6. Please address the following:
•For all periods, disclose the employee’s requisite service period. Refer to ASC
718-10-50-2a.
•Explain why the changes to the weighted average grant date fair values for fiscal
year 2022 and 2023 have had no impact on the expense recognized.
•Disclose the method used to estimate volatility and tell us how you determined
that the comparable companies utilized were reasonable. Refer to ASC 718-10-
55-25 and 55-37.
General
We continue to evaluate your responses to prior comment 7 and comment 27 in our
comment letter dated September 3, 2024. To assist in our assessment, please provide
additional detail as to how and when it was decided that the resale offering would
consist of 9,949,018 shares and how the shareholders participating in the resale
offering were decided upon. In this regard, you state that, "...the Company did not
afford any shareholders preferential treatment or exclude any particular shareholders
with respect to the Resale Prospectus," but it appears that only roughly 450 of the 569
shareholders you disclose as holding shares of common stock at page 98 are
participating. Explain the basis on which those shareholders were selected.
Additionally, we note your statement that the registration of the resale offering will
"help the Company meet and continue to satisfy certain listing standards of the NYSE
American, including the aggregate market value of its publicly held shares." 4.

November 5, 2024
Page 3
Explain whether and why the resale offering must be nearly ten times the size of the
IPO for these listing standards to be met. For example, it appears that 2,535,748
shares held by CEO and affiliate JW Roth are being registered for resale but
presumably will not count towards meeting public float requirements. Lastly, please
provide further detail on why the underwriter believes it will be able to facilitate the
creation of a public market in your securities, despite the availability of shares that
significantly exceed the size of the IPO and are not subject to lock-up or leak-out
restrictions that the selling shareholders may sell into the market soon after trading
commences. Your response letter dated September 19, 2024 notes that you and the
underwriter "expect that the leak-out restrictions in place will allow for sufficient
public float and provide flexibility for the Selling Shareholders while preventing
excessive supply of shares to the market, which may cause fluctuations in the market
price of the Company’s common stock," but this does not take into consideration that
the resale shares are not subject to lock-up or leak-out restrictions.
            Please contact Stephen Kim at 202-551-3291 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Peter F. Waltz