SecProbe.io

CORRESP
 1
 filename1.htm

 ThinkEquity
LLC

 17
State Street, 41 st Floor

 New
York, NY 10004

 August
 22, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Venu
 Holding Corporation ("Company")

 Registration Statement
 on Form S-1

 (File No. 333-289800)
 (the "Registration Statement")

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on August 26, 2025 or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very
 truly yours,

 THINKEQUITY
 LLC

 By:
 /s/
 Eric Lord

 Name:

 Eric
 Lord

 Title:
 Head
 of Investment Banking

CORRESP
 1
 filename1.htm

 August
22, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:

 Venu
 Holding Corporation

 Registration
 Statement on Form S-1

 Registration
 No. 333-289800

 REQUEST
 FOR ACCELERATION OF EFFECTIVENESS

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), Venu Holding Corporation (the " Company ")
hereby requests that the effectiveness of the above-captioned Registration Statement, as amended (the " Registration Statement "),
be accelerated to 5:00 p.m., Eastern Time, on Tuesday, August 26, 2025, or as soon thereafter as practicable unless we or our outside
counsel, Dykema Gossett PLLC, request by telephone that such Registration Statement be declared effective at some other time.

 In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Securities Act.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Dykema Gossett PLLC, by calling Peter F. Waltz
at (414) 488-7321. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, Dykema Gossett PLLC, Attention: Peter F. Waltz by email
to pwaltz@dykema.com.

 If
you have any questions regarding this request, please contact Peter F. Waltz of Dykema Gossett PLLC at (414) 488-7321.

 Very truly yours,

 VENU HOLDING CORPORATION

 By:

 /s/
 JW Roth

 Name:

 JW
 Roth

 Title:

 Chief
 Executive Officer and Chairman

CORRESP
 1
 filename1.htm

 June
4, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Venu
 Holding Corporation
 Offering
 Statement on Form 1-A
 File
 No. 024-12617

 Ladies
and Gentleman:

 On
behalf of Venu Holding Corporation (the "Company"), I respectfully request that the qualification date of the above-captioned
offering statement be accelerated and that the offering statement be declared qualified on June 6, 2025 at 4:30 p.m. Eastern Time, or
as soon thereafter as practicable.

 We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by the Company that it
is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the offering
statement.

 If
you have any questions regarding this request, please contact Peter F. Waltz of Dykema Gossett PLLC at (414) 488-7321.

 Very
 truly yours,

 VENU
 HOLDING CORPORATION

 By:

 /s/
 JW Roth

 Name:

 JW
 Roth

 Title:

 Chief
 Executive Officer

 cc:
 Peter
 Waltz, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 23, 2025

JW Roth
Chief Executive Officer and Chairman
Venu Holding Corp
1755 Telstar Drive
Suite 501
Colorado Springs, CO 80920

 Re: Venu Holding Corp
 Offering Statement on Form 1-A
 Filed May 13, 2025
 File No. 024-12617
Dear JW Roth:

 This is to advise you that we do not intend to review your offering
statement.

 We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff. We also remind you that, following qualification of
your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports,
including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year
covered by the
report.

 Please contact Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Peter Waltz
</TEXT>
</DOCUMENT>

January 15, 2025
JW Roth
Chief Executive Officer
Venu Holding Corp
1755 Telstar Drive, Suite 501
Colorado Springs, Colorado 80920
Re:Venu Holding Corp
Draft Registration Statement on Form S-1
Submitted January 13, 2025
CIK No. 0001770501
Dear JW Roth:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding
requests for acceleration. We remind you that the company and its management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Peter Waltz

CORRESP
1
filename1.htm

November
12, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington
DC, 20549

Attn:
Stephen Kim, Staff Attorney

  Re:

  Venu
  Holding Corporation

  Registration
  Statement on Form S-1

  Registration
  No. 333-281271

  REQUEST FOR ACCELERATION
  OF EFFECTIVENESS

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Venu Holding Corporation (the “Company”)
hereby requests that the effectiveness of the above-captioned Registration Statement, as amended (the “Registration Statement”),
be accelerated to 5:00 p.m., Eastern Time, on Tuesday, November 12, 2024, or as soon thereafter as practicable. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Securities Act.

If
you have any questions regarding this request, please contact Peter F. Waltz of Dykema Gossett PLLC at (414) 488-7321.

  Very truly
  yours,

  VENU HOLDING
  CORPORATION

  By:
  /s/ JW Roth

  Name:
  JW Roth

  Title:
  Chief Executive Officer and Chairman

CC:
Peter F. Waltz, Esq.

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

November
12, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F St., NE

Washington,
D.C. 20549

  Re:
  Venu Holding Corporation

  Registration Statement on Form S-1 (File No. 333-281271)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, ThinkEquity LLC as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on Tuesday, November 12, 2024, or as soon thereafter
as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    ThinkEquity
    LLC

    By:

    /s/
    Eric Lord

    Name:

    Eric
    Lord

    Title:

    Head
    of Investment Banking

CORRESP
1
filename1.htm

November
8, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington
DC, 20549

Attn:
Stephen Kim, Staff Attorney

    Re:

    Venu
    Holding Corporation

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    October 21, 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 Mr. Roth, dated November 5, 2024
(the “ Comment Letter”), with respect to the Company’s Amendment No. 2 to Registration Statement on Form S-1
(the “Registration Statement”), filed with the SEC on October 21, 2024. The Company is concurrently submitting a third
amendment to the Registration Statement (“Amendment No. 3”), 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. 3.

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

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.

Response:
In response to the Staff’s comment in Amendment No. 3 a risk factor has been added entitled: “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” with respect to the initial public offering being conducted by the Company in violation of Section 5 of the Securities
Act, the Company may be subject to claims for rescission by investors that are participating in this offering. You should rely only on
statements made in this prospectus in determining whether to purchase our shares.”

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.”

Response:
In response to the Staff’s comment, on page 72 of Amendment 3 disclosure has been added summarizing the rights of investors
and third parties related to the Ford Amphitheater. That summary disclosure includes summary disclosure regarding the operations lease
and operations sublease, and also identifies Venu as being the sole member of 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.

Response:
The Company acknowledges the Staff’s comment and in Amendment No. 3 has added the employee’s requisite service period on
page F-48 as follows: “These warrants are required to be measured at fair value on the grant date, and they are expensed over the requisite service period,
generally over a 4 or 5-year period.”

 ● 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.

Response:
The Company acknowledges the Staff’s comment and notes that the warrants are fair valued on the date of grant. The weighted
average grant date fair values therefore are not updated each year. As these are equity classified, not liability classified warrants,
the changes in the valuation or the inputs into the Black Scholes model will not create a change in the expense recognized each year.
Upon the grant date valuation, the warrant values are set, and the expense is then taken over the vesting period based on this grant
date fair value.

The
Company notes that warrants were issued to both consultants and Board members in 2022, all of which had immediate vesting terms. These
immediately vested warrants granted in 2022 did not recur in 2023. An initial review of weighted average grant date fair values for fiscal
year 2022 could give the appearance that the 2023 weighted average grant date fair values have gone up in 2023 and give rise to an assumption
that the expense would increase in a linear manner. However, due to the immediate vesting of certain warrants in 2022 which result in
expense to the Company in 2022, the overall increase in expense between 2022 and 2023 is not necessarily linear. The expense recognized
is determined based on the grant date fair value and taken over the vesting period, which in 2022 included several immediately vested
warrants, unlike 2023 which have higher fair values on their grant date, but, are expensed over longer terms.

Management
also notes that due to an incorrect calculation previously identified and corrected, the weighted average grant date fair value data
provided with the Staff has been revised, along with the weighted average exercise prices; however, the expense included in the financials
was accurate as there were no formula errors in the grant date fair values or the expected terms. As such, the expense schedule was appropriate,
and no changes are required. From a disclosure standpoint, the weighted average figures included in the Registration Statement are correct.

 ● 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.

Response:
The Company acknowledges the Staff’s comment and, in Amendment 3 has updated the disclosure on page F-48 to clarify that
the volatility is an assumption which is made as an input to the Black-Scholes model, and it is a subjective assumption, not a historical
assumption, as the Company does not have sufficient stock history to use its own historical volatility. That revised disclosure reads
as follows: “The fair value of the warrants is measured on the grant date using a Black-Scholes-Merton pricing model, which
includes assumptions that are derived from external data (such as risk-free rate of interest), and assumptions which are subjective (such
as the volatility factor, expected dividend rate, and expected term).”

The
Company based its about future volatility on the average volatilities of similar entities for an appropriate period. This appropriate
period is based on the expected term of the various warrants being valued. Management exercised judgment in selecting a method to estimate
expected volatility, and ultimately determined that it would be most appropriate to base its expected volatility assumptions on the average
volatilities of similar public entities.

For
purposes of identifying entities that are comparable to the anticipated volatility of the Company, management considered various characteristics.
Given the unique nature of the Company’s operations, management was not able to identify peers that align with all the characteristics
of the Company’s operations. After considering various factors, the Company selected peers primarily based on industry and business
(these selections include both full-service restaurants and live entertainment and event venues given the nature of Venu’s products).
Management acknowledges that not all factors of the peer operations align with those of the Company, however, the Company believes the
blended nature of the volatility of the selected peers is representative of the expected volatility of the Company’s share value.

General

4. 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.”

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.

Response:
The Company has elected to not include the resale offering as part of the Registration Statement. In Amendment No. 3 all resale
shares have been removed together with the references to the resale offering.

*
* *

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 3. If you have any questions, please
contact the undersigned at (414) 488-7321 or PWaltz@dykema.com.

Dykema
Gossett pllc

Peter
F. Waltz

  cc:
  JW Roth (Venu Holding Corporation)

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

CORRESP
1
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

October 11, 2024
JW Roth
Chief Executive Officer
Venu Holding Corporation
1755 Telstar Drive
Suite 501
Colorado Springs, Colorado 80920
Re:Venu Holding Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed September 19, 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 September 3, 2024 letter.
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.
Prospectus Summary, page 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
 2.

October 11, 2024
Page 2
non-voting shares is mandatory or optional; if so, describe them and any resulting
impact on remaining shareholders.
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.
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.
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.
Notes to Consolidated Financial Statements
Note 11 - Warrants, page F-48
We note your response, including Exhibit A, to prior comment 23. Please address the
following:6.

October 11, 2024
Page 3
•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.
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.
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 8.

October 11, 2024
Page 4
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.
9.We note your response to prior comment 29, particularly that the financings
conducted by your subsidiaries consist of sales of Class B or other non-voting
membership units in reliance on the exemption from registration under Section 4(a)(2)
of the Securities Act and Rule 506(c). Please further explain how the two "open"
investments for Colorado Springs, Colorado identified on the "Invest" page of your
public website relate to or differ from this financing strategy. In this regard, these are
framed not as the sale of membership interests in your subsidiaries, but as "real estate
investment opportunit(ies)," and one appears to involve ownership in a Delaware
Statutory Trust. Provide additional information regarding these financings and explain
what property is involved in the Delaware Statutory Trust offering, and enhance your
disclosure regarding financing strategies in the prospectus to the extent appropriate.
10.We note from your response to prior comment 29, as well as your public website, that
a number of financings were occurring at the subsidiary level prior to the filing of this
registration statement and remain ongoing. Please provide us with your analysis of
whether and how communications related to these financings comply with your
obligations under Section 5(c) of the Securities Act. In this regard, we note the
following statements highlighting various "investment opportunities" with Venu on
your website:
•"You now have the opportunity to invest in a world where unforgettable
entertainment and lucrative opportunities come together in perfect harmony."
•"Profit From Being Entertained. We have created an entirely new category of
investing in live music and entertainment. Opportunities include lifetime real
estate ownership of your own luxurious fire pit suite at one of our Sunset
Amphitheaters and real estate investment in one of our entertainment campuses."
•"There are opportunities available to invest in our lifetime fire pit suites, naming
rights, corporate sponsorships, and industry or vendor partnerships."
•"Why Invest in VENU. VENU is unlike any other hospitality or entertainment
company in the world..."
•"Our Venues/Our Equity."
Please specifically address how these communications may have impacted public
interest in your securities and whether they fall into any available safe harbors. If
appropriate, include risk factor disclosure addressing risks associated with potential
violations of Section 5 of the Securities Act.
11.Please provide your analysis as to why the ongoing private placements occurring at
the subsidiary level should not be integrated with the public offering. Please also tell
us whether Form Ds were filed for each of the offerings conducted under Rule 506(c).

October 11, 2024
Page 5
            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

CORRESP
1
filename1.htm

  Dykema Gossett PLLC

111 E. Kilbourn Ave.

Suite 1050

Milwaukee, WI 53202

www.dykema.com

Tel: 414-488-7300

  Peter F. Waltz

Direct Dial: (414) 488-7321

Direct Fax: (866) 637-2804

Email: PWaltz@dykema.com

September
19, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington
DC, 20549

Attn:
Stephen Kim, Staff Attorney

  Re:
  Notes Live, Inc.

  Amendment No. 1 to Registration Statement on Form
  S-1

  Filed August 6, 2024

  File No. 333-281271

Dear
Attorney Kim:

This
response letter (this “Response”) is submitted on behalf of Venu Holding Corporation, formerly known as Notes Live,
Inc. (“Venu” or 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 Mr. Roth, dated September 3, 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 August
6, 2024. The Company is concurrently submitting a first amendment to the Registration Statement (“Amendment No. 1”),
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. 1.

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

California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

    United States Securities and Exchange Commission

September 19, 2024

Page 2

Registration
Statement on Form S-1 filed August 6, 2024

Cover
Page

1. Disclose
                                            whether the initial public offering is contingent upon final approval of your listing on
                                            NYSE American LLC.

Response:
The initial public offering is contingent upon final approval of the Company’s listing of its common stock on NYSE American
LLC. The Company added this disclosure on the cover page of Amendment No. 1.

2. Revise
                                            to briefly acknowledge your multi-class capital structure on the cover pages of the initial
                                            public offering and resale prospectuses and to provide a more thorough description of your
                                            capital structure, including the different authorized classes of common stock, in the prospectus
                                            summary, risk factors, and capitalization sections. Address any disparate voting, conversion,
                                            and other material rights of the classes, and include risk factor disclosure that future
                                            issuances of Class A Common Stock, which we understand to have 250 votes per share, may be
                                            dilutive to low-vote shareholders. With respect to the conversion features of your classes
                                            of common stock, describe the circumstances or events in which the conversion of high-vote
                                            or no-vote shares is mandatory or optional, and any resulting impact on low-vote shareholders.

Response:
Effective September 6, 2024, the Company amended and restated its Articles of Incorporation to, among other things, cause any and all
outstanding shares of its Class A Voting Common Stock, Class C Voting Common Stock, and Class D Voting Common Stock to be converted on
a one-for-one basis into “Common Stock.” Under the Amended and Restated Articles of Incorporation, the authorized classes
of common stock now consist solely of “Common Stock” and “Class B Non-Voting Common Stock.” Each share of “Common
Stock” entitles the holder to one vote per share, and shares of “Class B Non-Voting Common Stock” do not entitle the
holder to voting rights. Except for the difference with respect to voting rights, the rights of “Common Stock” and “Class
B Non-Voting Common Stock” are identical. The Company included the disclosure regarding its authorized classes of common stock
under its Amended and Restated Articles of Incorporation throughout Amendment No. 1.

    United States Securities and Exchange Commission

September 19, 2024

Page 3

3. We
                                            note your statement at page 27 that the holdings of your directors, officers, and principal
                                            shareholders will create “significant concentration of share ownership.” Please
                                            briefly discuss such ownership concentration on the initial public offering and resale prospectus
                                            cover pages, identifying the applicable directors, officers, and principal shareholders here
                                            and in the related risk factor and quantifying the percentage of voting power they will control.
                                            State whether such persons may act in concert to control or significantly influence matters
                                            requiring shareholder approval. Include comparable disclosure in the prospectus summary.

Response:
Additional disclosure regarding this ownership concentration has been added on the initial public offering and resale prospectus cover
pages, in the prospectus summary on page 10, and in the risk factor noted in the Staff’s comment on page 27 of Amendment No. 1.

Prospectus
Summary, page 2

4. Please
                                            disclose in the prospectus summary that substantial doubt has been raised about your ability
                                            to continue as a going concern and discuss the accumulated deficit and net losses leading
                                            to such determination, as well as “Notes Live’s management’s plan”
                                            that you believe has alleviated such doubt. Acknowledge the anticipated operating loss for
                                            fiscal 2024 disclosed at page 12.

Response:
The Company updated the prospectus summary on page 9 of Amendment No. 1 to include additional disclosure regarding the Company’s
ability to continue as a going concern, including the points addressed in the Staff’s comment. The Company believes that cash on
hand, anticipated improved profitability in 2024 from its operation of restaurants and venues in Colorado Springs, Colorado and Gainesville,
Georgia, the opening of Ford Amphitheater in August 2024, as well as the proceeds from this offering and additional capital raising and
debt financing in 2024 will allow the Company to continue its business operations for the next 12 months.

5. Please
                                            identify which “new restaurant concept” associated with your “first outdoor
                                            amphitheater” is expected to open in August 2024, or revise accordingly. In this regard,
                                            we note that the tabular disclosure of expected openings at page 42 shows that Roth’s
                                            Seafood & Chophouse and Notes Hospitality Collection are “expected to open in early
                                            2025.”

Response:
The Company revised its disclosure on page 2 of Amendment No. 1 to clarify that the “new restaurant concept” associated with
its first outdoor amphitheater is Roth’s Seafood & Chophouse, which is anticipated to open in May 2025.

    United States Securities and Exchange Commission

September 19, 2024

Page 4

Risk
Factors

General Risks Related to Notes Live, page 12

6. Please
                                            add a risk factor highlighting risks associated with Notes Live’s use of a third party
                                            to operate Ford Amphitheater and expected use of third parties to operate certain other planned
                                            amphitheaters, such as sharing of profits, lack of control over restrictions on “owning,
                                            operating, or developing a competing venue within a defined radius,” indemnification
                                            or liability provisions in the related operating agreement(s), and any other material risks.

Response:
The Company added the following risk factor on page 18 of Amendment No. 1 to discuss the risks associated with using a third-party operator
to operate certain of the Company’s venues and amphitheaters: “Venu’s reliance on third-party operators to manage and
operate Ford Amphitheater and future amphitheater locations exposes Venu to risks, including profit sharing, limited operational control,
non-compete restrictions, indemnification obligations, and potential disruptions from the termination or renewal of operating agreements.”

Note
Live’s debt obligations may adversely affect cash flow and impose restrictions..., page 13

7. Please
                                            update this risk factor to disclose outstanding indebtedness as of a more recent date, as
                                            it appears that the outstanding debt figure as of March 31, 2024 does not reflect that the
                                            full amount of the $10 million convertible promissory note issued to KWO, LLC has been drawn,
                                            per disclosure at page 49.

Response:
In Amendment No. 1, the Company updated the applicable risk factor on page 13 to disclose the Company’s outstanding indebtedness
as of a more recent date - September 19, 2024.

The
price and availability of food, ingredients, retail merchandise, transportation..., page 22

8. We
                                            note your disclosure here that you are subject to “the general risks of inflation,”
                                            and at page 46 you primarily attribute higher food and beverage costs and labor costs in
                                            fiscal 2023 to “increased raw ingredient and food costs due to inflation” and
                                            “inflationary pressures,” respectively. You also state at page 48 that inflation
                                            “impacted our business throughout 2022 and 2023 and...has continued to impact our business
                                            during 2024.” Please update this risk factor if recent inflationary pressures have
                                            materially impacted your operations. Identify the types of inflationary pressures you are
                                            facing and how your business has been affected.

Response:
The Company revised the applicable risk factor on page 22 of Amendment No. 1 to address how recent inflationary pressures have
materially impacted the Company’s operations, addressing both the types of inflationary pressures the Company is facing and
how its business has been affected.

    United States Securities and Exchange Commission

September 19, 2024

Page 5

Risks
Related to Ownership of Our Common Stock, page 28

9. Please
                                            add or supplement a risk factor to discuss potential impacts to purchasers in the offering
                                            of the additional dilution sources identified at pages 11 and 37 of the prospectus, such
                                            as the 1,000,000 shares of Class C Common Stock issuable upon conversion of a convertible
                                            promissory note, as amended to provide for the issuance of Class D Common Stock instead,
                                            and 3,936,583 shares of Class B Non-Voting Common Stock issuable upon exercise of warrants,
                                            which you disclose will be exchangeable for Class D Common Stock.

Response:
The Company supplemented the following risk factor on page 30 of Amendment No. 1 to address the potential impacts to purchasers in the
offering of the additional dilution sources noted in the Staff’s comment: “If you purchase our Common Stock in this offering,
you will incur immediate and substantial dilution in the book value of your shares.”

Future
sales of substantial amounts of shares of our Class D Common Stock by existing shareholders..., page 30

10. Please
                                            expand this risk factor to reflect that this registration statement seeks to facilitate the
                                            resale of a substantial number of shares into the public market by the selling stockholders
                                            identified in the alternate resale prospectus and address any potential impacts to the market
                                            price of the Class D Common Stock. Disclose the percentage of the initial public offering
                                            shares that the resale shares constitute, and explain, if true, that some or all of the selling
                                            stockholders acquired their shares at and/or may exercise warrants to acquire shares at a
                                            lower price than the offering price of the Class D Common Stock sold in the IPO and thus
                                            may accept a lower price for the resale shares. Provide examples of the prices at which the
                                            selling stockholders acquired their shares and the exercise price of warrants.

Response:
The Company expanded the applicable risk factor on page 30 of Amendment No. 1. In many cases, the selling stockholders acquired
their shares at the same offering price of the common stock offered in this offering. However, with respect to those
selling stockholders that acquired their shares at a lower price than the offering price of the common stock sold in this
offering, the Company provided examples of the prices at which selling stockholders acquired their shares as requested by
the Staff.

    United States Securities and Exchange Commission

September 19, 2024

Page 6

Use
of Proceeds, page 36

11. Please
                                            revise to more specifically identify the principal purposes for which the net proceeds of
                                            the offering are intended to be used and the approximate amount to be used for each such
                                            purpose. If some or all of the proceeds are to be used for one or more of the Sunset Amphitheater(s)
                                            or other ongoing restaurant/venue projects you describe elsewhere, as implied by the reference
                                            to “open[ing] new restaurants and music and entertainment venues in certain metropolitan
                                            areas,” disclose as much and, if a material amount of other funds are necessary to
                                            complete such project(s), state the amount of such other funds and the sources thereof. Refer
                                            to Item 504 of Regulation S-K.

Response:
The Company revised the “Use of Proceeds” section on page 36 of Amendment No. 1 to more specifically identify

September 3, 2024
JW Roth
Chief Executive Officer
Notes Live, Inc.
1755 Telstar Drive
Suite 501
Colorado Springs, Colorado 80920
Re:Notes Live, Inc.
Registration Statement on Form S-1
Filed August 6, 2024
File No. 333-281271
Dear JW Roth:
            We have reviewed your 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.
Registration Statement on Form S-1 filed August 6, 2024
Cover Page
1.Disclose whether the initial public offering is contingent upon final approval of your
listing on NYSE American LLC.
2.Revise to briefly acknowledge your multi-class capital structure on the cover pages of the
initial public offering and resale prospectuses and to provide a more thorough description
of your capital structure, including the different authorized classes of common stock, in
the prospectus summary, risk factors, and capitalization sections. Address any disparate
voting, conversion, and other material rights of the classes, and include risk factor
disclosure that future issuances of Class A Common Stock, which we understand to have
250 votes per share, may be dilutive to low-vote shareholders. With respect to the
conversion features of your classes of common stock, describe the circumstances or
events in which the conversion of high-vote or no-vote shares is mandatory or optional,
and any resulting impact on low-vote shareholders.

September 3, 2024
Page 2
3.We note your statement at page 27 that the holdings of your directors, officers, and
principal shareholders will create "significant concentration of share ownership." Please
briefly discuss such ownership concentration on the initial public offering and resale
prospectus cover pages, identifying the applicable directors, officers, and principal
shareholders here and in the related risk factor and quantifying the percentage of voting
power they will control. State whether such persons may act in concert to control or
significantly influence matters requiring shareholder approval. Include comparable
disclosure in the prospectus summary.
Prospectus Summary, page 2
4.Please disclose in the prospectus summary that substantial doubt has been raised about
your ability to continue as a going concern and discuss the accumulated deficit and net
losses leading to such determination, as well as "Notes Live's management's plan" that
you believe has alleviated such doubt. Acknowledge the anticipated operating loss for
fiscal 2024 disclosed at page 12.
5.Please identify which "new restaurant concept" associated with your "first outdoor
amphitheater" is expected to open in August 2024, or revise accordingly. In this regard,
we note that the tabular disclosure of expected openings at page 42 shows that Roth's
Seafood & Chophouse and Notes Hospitality Collection are "expected to open in early
2025."
Risk Factors
General Risks Related to Notes Live, page 12
6.Please add a risk factor highlighting risks associated with Notes Live's use of a third party
to operate Ford Amphitheater and expected use of third parties to operate certain other
planned amphitheaters, such as sharing of profits, lack of control over restrictions on
"owning, operating, or developing a competing venue within a defined
radius," indemnification or liability provisions in the related operating agreement(s), and
any other material risks.
Note Live's debt obligations may adversely affect cash flow and impose restrictions..., page 13
7.Please update this risk factor to disclose outstanding indebtedness as of a more recent
date, as it appears that the outstanding debt figure as of March 31, 2024 does not reflect
that the full amount of the $10 million convertible promissory note issued to KWO, LLC
has been drawn, per disclosure at page 49.
The price and availability of food, ingredients, retail merchandise, transportation..., page 22
8.We note your disclosure here that you are subject to "the general risks of inflation," and at
page 46 you primarily attribute higher food and beverage costs and labor costs in fiscal
2023 to "increased raw ingredient and food costs due to inflation" and "inflationary
pressures," respectively. You also state at page 48 that inflation "impacted our business
throughout 2022 and 2023 and...has continued to impact our business during
2024." Please update this risk factor if recent inflationary pressures have materially
impacted your operations. Identify the types of inflationary pressures you are facing and
how your business has been affected.

September 3, 2024
Page 3
Risks Related to Ownership of Our Common Stock, page 28
9.Please add or supplement a risk factor to discuss potential impacts to purchasers in the
offering of the additional dilution sources identified at pages 11 and 37 of the prospectus,
such as the 1,000,000 shares of Class C Common Stock issuable upon conversion of a
convertible promissory note, as amended to provide for the issuance of Class D Common
Stock instead, and 3,936,583 shares of Class B Non-Voting Common Stock issuable upon
exercise of warrants, which you disclose will be exchangeable for Class D Common
Stock.
Future sales of substantial amounts of shares of our Class D Common Stock by existing
shareholders..., page 30
10.Please expand this risk factor to reflect that this registration statement seeks to facilitate
the resale of a substantial number of shares into the public market by the selling
stockholders identified in the alternate resale prospectus and address any potential impacts
to the market price of the Class D Common Stock. Disclose the percentage of the initial
public offering shares that the resale shares constitute, and explain, if true, that some or all
of the selling stockholders acquired their shares at and/or may exercise warrants to
acquire shares at a lower price than the offering price of the Class D Common Stock sold
in the IPO and thus may accept a lower price for the resale shares. Provide examples of
the prices at which the selling stockholders acquired their shares and the exercise price of
warrants.
Use of Proceeds, page 36
11.Please revise to more specifically identify the principal purposes for which the net
proceeds of the offering are intended to be used and the approximate amount to be used
for each such purpose. If some or all of the proceeds are to be used for one or more of the
Sunset Amphitheater(s) or other ongoing restaurant/venue projects you describe
elsewhere, as implied by the reference to "open[ing] new restaurants and music and
entertainment venues in certain metropolitan areas," disclose as much and, if a material
amount of other funds are necessary to complete such project(s), state the amount of such
other funds and the sources thereof. Refer to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Venue Ownership, page 41
12.In the chart in this section, please distinguish "The Sunset OKC" from the other
anticipated Sunset locations by indicating that you have not entered into a public-private
partnership agreement or secured a location for such venue. Additionally, please clarify
whether you have entered into definitive agreements with the city of El Paso, Texas
regarding Sunset El Paso. You disclose at page 68 that the Purchase and Sale Agreement
and Chapter 380 Agreement with El Paso were executed in June and July 2024, but the
description under "Public-Private Partnership in El Paso, Texas" at page 78 states that the
development agreement "will be negotiated in the next 60 days" and that the public-
private partnership "will be established." Please revise for consistency and, if the related
agreements have been entered into, file executed versions as exhibits to the registration
statement.

September 3, 2024
Page 4
Consolidated Results of Operations
Other Expense, page 47
13.Please revise to explain the decrease in other expense during 2023 compared to 2022.
Business
Notes Live's Venues
Music Venues - Bourbon Brothers Presents (Indoor Music Hall), page 62
14.We note your disclosure that, "Notes Live aims for the BBP CO venue to be rented for
events up to 100 times per year," but it is unclear the extent to which the venue has met
this stated goal. Please disclose how many events were held at BBP CO in 2022 and 2023,
and the number of events held in 2024 to date. Provide similar information for BBP GA
since it opened in June 2023.
Music Venues - The Sunset Amphitheater (Outdoor Amphitheater), page 63
15.For each of the Sunset amphitheater projects described in this section, please ensure that
your disclosure is clear as to (i) whether Notes Live or a majority- or minority-owned
subsidiary is or is expected to be the operative entity and hold the assets associated with
the project, and (ii) whether Notes Live or a third party operates or will operate the venue.
For example, the description of the Broken Arrow, Oklahoma project implies that
subsidiary Sunset at Broken Arrow LLC will be the operative entity, while the description
of the McKinney, Texas project mentions only Notes Live despite the existence of
subsidiaries "Sunset at McKinney LLC" and "Sunset Operations at McKinney LLC," per
page 71.
Notes Live's Subsidiaries and Properties, page 70
16.Please reconcile the percentage interests shown in the table in this section with the
description of these entities in the notes to financials. For example, you indicate here and
in Exhibit 21.1 that you have a 40% interest in Sunset Hospitality Collection LLC, but
page F-8 states that you own 57% of such entity. There are also discrepancies for Sunset
at Broken Arrow, LLC and Sunset at McKinney, LLC, among others. If appropriate to
distinguish between current ownership and "projected ownership," revise to make this
clear for investors.
Public-Private Partnership Obligations, page 73
17.Please provide through a clear method of presentation, such as tabular disclosure, the
aggregate amount that Notes Live has committed to invest and/or pay as purchase price
for land or other assets under the public-private partnership agreements and/or term sheets
with Broken Arrow, Oklahoma, McKinney, Texas, and El Paso, Texas, as well as any
associated deadlines for raising or paying such amount. For example, include the
minimum capital investment amounts related to Sunset Broken Arrow and Sunset El Paso,
as well as the McKinney Purchase Price.

September 3, 2024
Page 5
Certain Relationships and Related-Party Transactions, page 95
18.Please expand this section to provide all of the disclosure required pursuant to Item 404 of
Regulation S-K. In this regard, you indicate that this section discloses transactions since
January 1, 2023, but you are required to provide information for the two fiscal years
preceding your last fiscal year as well. Refer to Instruction 1 to Item 404.
Notes to the Condensed Consolidated Financial Statements
Note 9 - Equity
Stockholders' Equity, page F-20
19.Please revise to disclose all pertinent rights and privileges of Class D Voting Common
Stock, including voting privileges and any rights and privileges materially different from
other classes of stock. Refer to ASC 505-10-50-3.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation, page F-31
20.Please tell us, in sufficient detail, how you have complied with the disclosure
requirements of ASC 810-10-50-3 and 5A (including significant judgments and
assumptions made in consolidating VIEs, restrictions on assets,  lack of creditor recourse,
terms of arrangements that could require you to provide financial support to your VIEs
among others), or revise your disclosure including your interim financial statements.
Note 9 - Equity, page F-41
21.Please revise the first sentence of the last paragraph of Note 9 on page F-42 to state that
you effected a forward split of the Class C shares as well.
Selling Shareholders, page ALT-2
22.For each entity listed in this table, identify the natural person(s) with voting and/or
dispositive control over the shares held by it. To the extent any such natural persons have
had a position, office, or other material relationship with the registrant or any of its
predecessors or affiliates within the past three years, disclose the natural of such
relationship. Refer to Regulation S-K Compliance and Disclosure Interpretations Question
140.02.
Note 11 - Warrants, page F-43
23.We note the weighted average grant date fair value for warrants granted of $4.42 and
$1.87 in 2022 and 2023. Please provide us with your calculation of equity based
compensation related to warrants for both periods presented and tell us how you derived
the $1,256,243 unrecognized compensation cost related to non-vested warrants as of
December 31, 2023. In addition, tell us how you derived the weighted average exercise
price of $0.11 for the warrants outstanding at December 31, 2022.
Item 17. Undertakings, page II-4
24.Revise to include the undertakings that are applicable to the contemplated secondary
offering, such as those in Item 512(a) of Regulation S-K.

September 3, 2024
Page 6
Resale Prospectus Alternate Cover Page, page ALT
25.Your statement that, "No sales of the Resale Shares covered by this Resale Prospectus
shall occur until the Class D Common Stock sold in our IPO begins trading on the NYSE
American" is inconsistent with disclosure elsewhere throughout that the selling
shareholders may sell their shares at a fixed price per share "until such time as our Class
D Common Stock is listed on a national securities exchange." Please clarify whether the
selling shareholders will be able to sell shares pursuant to the resale prospectus prior to
the closing of the initial public offering and commencement of trading. If not, please
revise throughout accordingly and remove your disclosure that the "two offerings [will
take] place concurrently."
Exhibit 23.2
26.Please have your auditor revise their consent to match the audit report date for Note 13.
General
27.We note that you seek to register the resale of 38,869,067 shares of Class D Common
Stock, and while the size of the initial public offering has not been added to the cover
page of the primary offering prospectus, the alternate resale cover page states, "By
separate prospectus...we have registered an aggregate of 1,000,000 shares..." As you are
registering the resale of nearly all outstanding Class D shares, which potentially
significantly outsizes the size of the initial public offering, please provide your analysis as
to why the proposed resale transaction is appropriately characterized as a secondary
offering, rather than a primary offering in which the selling shareholders are acting as
conduits in a distribution to the public and are therefore underwriters selling on your
behalf. Refer to Securities Act Rules Compliance and Disclosure Interpretations Question
612.09. Address the following in your analysis:
•Disclose how long the resale shares have been held by the various selling
shareholders and the transactions by which the selling shareholders came to acquire
them. Explain whether all or nearly all of your current shareholders are being
included in the resale offering, and if so, how this was decided upon.
•It is unclear whether any of the selling shareholders will be subject to lock-up
agreements, as "lock-up and leak-out restrictions" are referenced throughout the
prospectus but only leak-out arrangements are described (e.g., at pages 99 and 105).
Clarify the lock-up and/or leak-out arrangements that will apply to the various selling
shareholders, which