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CORRESP
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filename1.htm

October
18, 2024 

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington
DC, 20549

Attn:
Stephen Kim, Staff Attorney

  Re:
  Venu Holding Corporation Amendment
                                            No. 1 to Registration Statement on Form S-1

Filed
September 19, 2024

File
                                            No. 333-281271

Dear
Attorney Kim:

This
response letter (this “Response”) is submitted on behalf of Venu Holding Corporation (the
“Company”) in response to the comments the Company received from the staff of the Division of Corporate Finance
(the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed
to JW Roth, dated October 11, 2024 (the “ Comment Letter”), with respect to the Company’s Amendment No. 1
to Registration Statement on Form S-1 (the “Registration Statement”), filed with the SEC on September 19, 2024.
The Company is concurrently submitting its second amendment to the Registration Statement (“Amendment No. 2”),
which reflects the changes discussed in this Response that the Company made to address the Staff’s comments and other
updates.

For
reference purposes, each of the Staff’s numbered comments from the Comment Letter is set forth in bold text below, followed by
the Company’s response to each comment. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in Amendment No. 2.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

Amendment
No. 1 to Registration Statement on Form S-1 filed September 19, 2024 Explanatory Note, page i

  1.
  Please revise to include
  “The Offering” section applicable to the resale offering in the set of alternate pages following the back cover of the
  IPO prospectus.

Response: In
Amendment No. 2, the Company revised its Resale Prospectus to include “The Offering” section applicable to the resale
offering.

Prospectus
Summary, page 2

  2.
  We note your response
  to prior comment 2. Revise to highlight your dual-class capital structure within the prospectus summary section, addressing the disparate
  voting rights of the common stock and Class B non-voting common stock. Please also clarify whether there are any circumstances or events
  in which the conversion of the Class B non-voting shares is mandatory or optional; if so, describe them and any resulting impact on
  remaining shareholders.

Response: On page 9 of Amendment No. 2, the Company revised the prospectus summary section to highlight the Company’s dual-class
capital structure and to address the disparate voting rights of the Company’s Common Stock being offered in the IPO and its Class
B Non-Voting Common Stock. The Company’s Articles of Incorporation and other governing documents do not prescribe circumstances
or events that require the conversion of shares of Class B Non-Voting Common Stock into Common Stock or provide holders with the right
at their option or volition to convert their shares of Class B Non-Voting Common Stock.

    1 | Page

Growth
and Business Strategies, page 4

  3.
  Please revise your statement
  that, “Venu also accumulates financing and acquisition capital by pre-selling ownership rights to the firepit suites at its planned
  outdoor music amphitheaters,” to align with the more precise explanation of this financing strategy provided in response to prior
  comment 29. Explain, if true, that the firepit suites are sold as benefits associated with non-voting membership units of your subsidiaries,
  and highlight that such membership units entitle holders to the preferential economic rights described beginning at page 71. Make conforming
  revisions where you discuss your financing strategies and background elsewhere throughout the prospectus, such as at pages 40 and 61.

Response: In Amendment No. 2, the Company revised its disclosures on pages 5 and 61 to clarify that rights to use firepit suites at the
Company’s outdoor amphitheaters are sold as benefits associated with the purchase of non-voting membership units of specific subsidiaries
of the Company and that the holders of such membership units are entitled to other in-kind benefits or preferential economic rights.

Risk
Factors

Risks
Related to Ownership of Our Common Stock

Future
sales of substantial amounts of shares of our Common Stock..., page 30

  4.
  We note your response
  to prior comment 10. Please further revise this risk factor to highlight, if true, that the 9,949,018 resale shares will not be subject
  to any form of lock-up or leak-out arrangement and may be immediately sold into the market. In this regard, your statement that “all
  remaining shares” not sold in the IPO “may be sold in the public market in the future subject to any lock-up agreements...,”
  may be read to imply that the leak-out arrangements described elsewhere in the prospectus apply to such shares, which appears not to
  be the case according to your response to prior comment 27. Refer to your statement, “In Amendment No. 1, the Company has reduced
  the total number of shares included in the resale prospectus to only include shares that are not subject to any contractual ‘leak-out’
  restrictions.” Please also revise the description of the leak-out arrangements at page 100 and the “Plan of Distribution”
  section in the resale prospectus to clarify, if true, that none of the resale shares are subject to such arrangements.

Response: The Company revised the applicable risk factor on page 30 of Amendment No. 2 to clarify that none of the Resale Shares are subject
to any form of contractual lock-up agreement or leak-out restrictions and may be sold into the market. The Company also made corresponding
clarifications on page 100 of Amendment No. 2 as well as in the “Plan of Distribution” section of the Resale Prospectus.

    2 | Page

Use
of Proceeds, page 36

  5.
  We note your response
  to prior comment 11, including that the proceeds “are not expected to be used for the development of one or more of the Sunset
  Amphitheater(s) or other ongoing restaurant/venue projects described in the Registration Statement.” However, it is unclear how
  this is consistent with your revised disclosure that $5.0 million will be used “for costs and expenses related to land acquisition
  and permitting entitlement costs.” Please clarify whether the proceeds will be used for any land acquisition(s) in particular;
  if so, describe the assets to be acquired and state the cost of the assets, or explain why you are not required to do so. Refer to
  Instruction 5 to Item 504 of Regulation S-K.

Response: The Company acknowledges its disclosure obligations under Item 504 of Regulation SK. The proceeds from the IPO are not being
allocated for any land acquisitions or for the development of any specific Sunset Amphitheater locations or other on-going restaurant/venue
projects, all of which are, or are expected to be, funded through other sources. The proceeds from the IPO will be used for general working
capital needs (such as supporting the growth and strengthening of the Company’s management team), business development, investor
relations, and general expansion efforts (such as costs related to evaluating market-expansion opportunities, attending conferences and
meetings with local Economic Development Councils and municipality management teams related to potential public-private partnership opportunities,
and conducting due diligence and analysis regarding potential future site locations). On pages 10, 29, and 36 of Amendment No. 2, the Company revised
the disclosure to clarify the intended use of proceeds.

Notes
to Consolidated Financial Statements

Note
11 – Warrants, page F-48

  6.
  We note your response,
  including Exhibit A, to prior comment 23. Please address the following:

  ●
  Tell us in sufficient
  detail how the information provided calculates the equity based compensation related to warrants for both periods presented and the
  unrecognized compensation cost related to non-vested warrants as of December 31, 2023.

  ●
  The equity-based compensation
  cost and unrecognized compensation cost related to non-vested warrants does not appear correlated to the weighted average grant date
  fair value disclosed for the fiscal and latest interim periods. Explain why the costs are lower than would be anticipated.

  ●
  Explain how the weighted
  average exercise price equals the weighted average grant date fair value for the grants made in fiscal 2023 and both interim periods
  per page F-26. It is unclear how the outcome of the Black-Scholes-Merton model would derive such a result.

  ●
  For all periods, disclose
  the employee’s requisite service period and the weighted-average period over which the compensation costs for nonvested awards
  is expected to vest. Refer to ASC 718-10-50-2a and i.

  ●
  Explain how the changes
  to the weighted average grant date fair values for fiscal 2022 and 2023 have had no impact on the expense recognized or the unrecognized
  compensation cost related to non-vested warrants.

  ●
  The weighted average exercise
  price of $.25 for the outstanding warrants as of December 31, 2022 on page F-26 differs from the amount on page F-48. Revise or explain
  the discrepancy.

Response: In
Amendment No. 2, the Company revised its disclosures in “Note 11 – Warrants” to the Consolidated Financial
Statements for the period ending June 30, 2024, to revise the weighted average grant date fair values and the weighted average
exercise prices for all periods presented. In addition, these revisions are reflected for the year ended December 31, 2022, on pages
F-26 and F-48 in Amendment No. 2. The Company has supplementally provided the Staff with computations and supporting materials with
respect to the revised disclosure. These computations and supporting materials provide the correlation for the equity-based
compensation costs and unrecognized compensation costs related to the non-vested warrants as they correlate to the weighted average
grand date fair value.

    3 | Page

These
updates have no impact on the expense recognized by the Company to date or the unrecognized compensation expenses for the periods
presented as the expense recognition and the unrecognized compensation expenses did not require updates per the revisions. On pages F-26
and F-48 of Amendment No. 2, the Company has updated its disclosure on the employees’ requisite service period, the
weighted average period over which the compensation costs for nonvested warrants is expected to vest, and the weighted average
exercise prices.

General

  7.
  We note your response
  to prior comment 27. Please provide the following additional information to assist us in the evaluation of your response:

  ●
  You state that approximately
  64% of the resale shares have been issued and outstanding for greater than one year. Please provide additional detail regarding the
  primary issuance(s) of the other 34% of the resale shares that have been outstanding for less than one year, including the selling
  shareholders, the nature of the transactions, and consideration paid by the selling shareholders.

  ●
  We note your explanation
  that the relative sizes of the IPO and resale offerings took into consideration that the 10.9 million aggregate registered IPO and
  resale shares “falls within a range of the percentage of shares in the ‘public float’ following an IPO.” Please
  provide additional insight into your reasoning for registering the resale offering concurrently with the IPO in the first place, rather
  than relying solely on a primary offering to meet market demand.

Response: Approximately
36% of the Resale Shares have not been issued and outstanding for more than one year and consist of the following:

  ●
  The vast majority (approximately
  87%) of such Resale Shares that have been outstanding for less than one year were issued for cash consideration of $10.00 per share
  in a private placement initiated in November 2023 and conducted under Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation
  D promulgated under the Securities Act.

  ●
  The remaining portion of
  the Resale Shares that have been outstanding for less than one year consist of: (i) shares issued in January 2024 to a consultant in
  consideration for services; (ii) shares issued in June through September 2024 to a lender to satisfy certain obligations owed to
  that lender; and (iii) shares issued in June 2024 in connection with the acquisition by Venu of the membership interest units of
  13141 BP, LLC, which is described in the Registration Statement.

    4 | Page

The
Company expects that, at the assumed initial public offering price of $10.00 per share, it will sell 1,000,000 shares of Common Stock
in the IPO (or 1,150,000 if the underwriter exercises its overallotment option). Inclusion of the Resale Shares in the Registration Statement
was (and is) intended to help create sufficient public float for market liquidity. The Company believes that having additional shares
of unrestricted stock available for sale will help an orderly market develop for its Common Stock once it is listed on the NYSE American.
In addition, having a greater number of shares of Common Stock unrestricted at, or about the time of, initial listing on the NYSE American
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.

As
noted in the Company’s prior response letter to the Staff, the Company did not afford any shareholders preferential treatment or
exclude any particular shareholders with respect to the Resale Prospectus. The Company is not aware of any plan, or the intent of the
shareholders included in the Resale Prospectus (the “Selling Shareholders”), with respect to the sale of the Selling
Shareholders’ Resale Shares. In most cases the Resale Shares will be eligible to be sold under Rule 144 after the Company has been
a reporting company for 90 days; however, including those shares in the Resale Prospectus was also intended as a means to facilitate
a more efficient process for both the Company and the Selling Shareholders to remove the restrictive legends and notations on their share
positions in the event they elect to effect sales of their Resale Shares from time to time. Moreover, the Company recently pursued a
merger transaction that, had it closed, would have resulted in all Company shareholders receiving shares of unrestricted stock in that
transaction1, and including shares not subject to a leak-out restriction as part of the Resale Shares is intended to also
be an accommodation to shareholders.

  8.
  Your response to prior
  comment 28 and revisions to the Explanatory Note and resale prospectus cover page suggest that shares of common stock underlying warrants
  are no longer being registered as part of the secondary offering, but where you discuss the impacts of the resale at page 30, you refer
  to “acquired warrants that are exercisable to acquire shares of Common Stock at a lower price than the offering price of the
  Common Stock sold in [the IPO].” Please confirm whether any shares of common stock underlying warrants and/or other convertible
  securities are being registered as resale shares, and provide further detail about how and when “the Company caused all of the
  Company’s outstanding warrants that were previously exercisable for shares of Class D Voting Common Stock or Class B Non-Voting
  Common Stock to be exercisable for shares of Common Stock.” For example, clarify whether all outstanding warrant agreements and/or
  instruments have been amended.

Response: No shares of Common Stock underlying warrants or any other convertible securities are being registered as Resale Shares. The
Compan