Form 8-K

8-K — Venu Holding Corp

Accession: 0001493152-26-039360

Filed: 2026-08-20

Period: 2026-08-16

CIK: 0001770501

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): August 16, 2026

VENU

HOLDING CORPORATION

(Exact

Name of Registrant as Specified in Its Charter)

Colorado

001-42422

82-0890721

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1755

Telstar Drive, Suite 501

Colorado

Springs, Colorado

80920

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (719) 895-5483

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol

Name

of Each Exchange on Which Registered

Common

Stock, par value $.001 per share

VENU

NYSE

AMERICAN

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

August 16, 2026 (the “Effective Date”), Venu Holding Corporation (the “Company”) entered into a

Binding Term Sheet (the “Term Sheet”) with Hipgnosis Artist Holdings LLC (“HAH”), Welcome to the

Machine LLC (“WTTM”; together with HAH, the “Target Entities”), and the sole member and interest

owner of the Target Entities, Merck Mercuriadis (the “Owner”; together with the Target Entities and the Company, the

“Parties”). The Parties entered into the Term Sheet in connection with the Company’s purchase of an equity interest

in each Target Entity.

Acquiring

an interest in the Target Entities and engaging in a business venture with the Owner is a component of the Company’s content strategy

for its current and in-development venues. Expanding and diversifying its content strategy and establishing relationships with additional

music managers and talent are core focuses of the Company as it anticipates and plans for the opening of new amphitheaters and continues

to strategize and implement initiatives intended to increase, broaden, and enhance offerings and events held at its currently operating

venues. The Owner is a career music industry executive and artist manager, and in his career, he has managed multiple well-known artists

and was a founder of the Sanctuary Group (an artist management company that ultimately expanded its operations to include record labels,

live entertainment and booking, and other music industry activities and interests) and the Hipgnosis Songs Fund (a music rights investment

company that acquired and managed music catalogs and other music intellectual property). HAH was organized by the Owner as a new venture

to acquire or otherwise enter into strategic relationships with music management firms. WTTM was organized to serve as a music and artist

manager. HAH has engaged Jefferies LLC as its investment bank in connection with and to effect certain transactions contemplated by

the Term Sheet.

August 17, 2026 (the “Closing Date”), the Company purchased from HAH membership units of HAH that equate to an initial

50% membership interest in HAH (the “HAH Units”) and from WTTM a 50% equity and governance interest in WTTM (the “WTTM

Interest”; together with the HAH Units, the “Target Interests”). On the Closing Date, the Company made a

$3,250,000 cash payment (the “Cash Payment”) for the HAH Units. From and after the Closing Date, the Company is entitled

to exercise all rights and benefits of a 50% member of the Target Entities, subject only to the potential Forfeiture (as defined below)

of a portion of the Target Interests.

The

Parties will negotiate in good faith and use commercially reasonable efforts to execute definitive documents consistent with the Term

Sheet, including the Operating Agreements of the Target Entities and a unit issuance/subscription agreement. If the Parties do not finalize

and execute the definitive documents within 90 days of the Effective Date, or a later date if mutually agreed to by the Parties, then

the transactions contemplated by the Term Sheet will be unwound, such that HAH will return the Cash Payment to the Company, the Company

will not have any potential right or obligation to make additional capital contributions to HAH, the HAH Units issued to the Company

on the Closing Date will be returned by the Company to HAH, the Company will return the WTTM Interest to WTTM, and the Parties will be

restored to their respective positions as of immediately prior to the Effective Date.

retain in full the Target Interests acquired on the Closing Date, the Company may be required to make additional cash contributions to

HAH upon HAH achieving certain milestones, including the closing of a “Funding.” A “Funding” is defined in the

Term Sheet to include any debt or equity financing, recapitalization, merger, acquisition financing, royalty monetization, securitization,

or other transaction pursuant to which HAH or any wholly owned subsidiary of either HAH or the Target Entities combined receives gross

proceeds of at least $200,000,000.

a Funding does not occur, the Company would not have the potential right or obligation to make additional cash contributions to HAH (except

to remit the potential Called Amount, as defined and described below). In the event a Funding closes, to retain its interest in the Target

Entities in full, the Company would need to make (or have made) additional cash contributions to HAH totaling $51,750,000 within 90 days

of the closing of the Funding (the “Outside Contribution Date”). However, the Company may elect, at any time,

to remit all or any portion of that amount in advance, and any payment(s) will be credited for purposes of the Forfeiture calculation.

A Funding by its terms may be dilutive to the Company’s ownership interest in the Target Entities. The Company is not obligated

to participate in or to fund any transaction that constitutes a Funding.

The

Owner has agreed to contribute additional amounts to HAH totaling $10,000,000, with (i) $5,000,000 to be contributed on or before the

Outside Contribution Date, and (ii) $5,000,000 to be contributed as a pre-condition to HAH being able to request the Called Amount. These

additional contributions by the Owner will be non-dilutive to the Company’s ownership interest in HAH.

Prior

to a Funding, HAH may call $1,750,000 from the Company (the “Called Amount”), subject to the Owner having first

made the $5,000,000 contribution to HAH described above as a pre-condition to such call. The Called Amount would be due and

payable within 30 days and would serve as a credit in favor of the Company for purposes of any Forfeiture.

the event the Company, for any reason, does not make additional cash contributions to HAH, HAH’s sole and exclusive remedy is to

cause the Company to forfeit a portion of the Target Interests (a “Forfeiture”). Upon a Forfeiture, the Company will

retain a number of HAH Units equal to (i) the total number of HAH Units issued to the Company on the Closing Date, multiplied by (ii)

the “Retention Fraction,” which is equal to: (A) the sum of the Cash Payment plus the aggregate amount of any additional

cash contributions delivered by the Company to HAH after the Closing Date (inclusive of the Called Amount), divided by (B) $55,000,000.

In the event of a Forfeiture, the Company’s WTTM Interest will also be reduced to a percentage interest equal to 50% multiplied

by the Retention Fraction.

From

and after the Closing Date, the Company will be entitled to 50% of all distributions made by the Target Entities, free and clear, without

offset against any portion of the Company’s potential funding rights and obligations that have not been remitted to HAH. Following

a Forfeiture (if any), the Company’s rights to distributions from the Target Entities would be reduced to a percentage proportionate

to its retained interests in the Target Entities.

The

Target Entities will each be governed by a board of two managers, one of which the Company is entitled to appoint. The initial members

of the board of managers of the Target Entities will be the Owner and the Company’s Chief Executive Officer and Chairman, J.W.

Roth.

the Term Sheet, the Owner made certain representations and warranties regarding the implementation of HAH’s business and the status

of its negotiations with managers of music artists. The Term Sheet subjects the Owner to certain non-compete, non-diversion, and corporate-opportunity

restrictions. In addition, the Term Sheet contains other terms and conditions of an agreement of this nature, including provisions regarding

confidentiality, tax matters, governing law, and attorney fees.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

104

Cover

page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

VENU HOLDING CORPORATION

(Registrant)

Dated: August 20, 2026

By:

/s/ J.W. Roth

J.W. Roth

Chief Executive Officer and Chairman

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Entity File Number

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Entity Registrant Name

VENU

HOLDING CORPORATION

Entity Central Index Key

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Entity Tax Identification Number

82-0890721

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1755

Telstar Drive

Entity Address, Address Line Two

Suite 501

Entity Address, City or Town

Colorado

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Entity Address, Postal Zip Code

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City Area Code

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Local Phone Number

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