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Form 8-K

sec.gov

8-K — Venu Holding Corp

Accession: 0001493152-26-023375

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001770501

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Results of Operations and Financial Condition

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): May 15, 2026

VENU

HOLDING CORPORATION

(Exact

Name of Registrant as Specified in Its Charter)

Colorado

001-42422

82-0890721

(State

or Other Jurisdiction

of

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 ☒

If

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

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

Item

2.02 Results of Operations and Financial Condition.

On

May 15, 2026, Venu Holding Corporation issued a press release summarizing its first-quarter 2026 financial and operating results and

announcing a conference call to discuss those results. A copy of that press release is furnished with this report as Exhibit 99.1. The

information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by

reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by

reference to such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release dated May 15, 2026

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: May 15,

2026

By:

/s/ J.W. Roth

J.W. Roth

Chief Executive Officer and Chairman

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Venu

Holding Corporation Reports First Quarter

Fiscal

2026 Financial Results

Total

Assets Increased to $461.3 Million, Up 25% from Year-End 2025

COLORADO

SPRINGS, CO – May 15, 2026 - (BUSINESS WIRE) – Venu Holding Corporation (“VENU” or the “Company”)

(NYSE American: VENU), owner, operator, and developer of premium live entertainment destinations, today announced results for its fiscal

first quarter ended March 31, 2026

“We

had a busy start to fiscal 2026, with significant progress executing on our strategy to bring a new asset class to live entertainment,”

said J.W. Roth, Founder, Chairman, and Chief Executive Officer of VENU. “Conversations with municipalities continue to gain momentum,

with more than 45 municipalities currently in active discussion about bringing a VENU concept into their city limits. And subsequent

to quarter end we announced a new planned development at the Bend in Chattanooga, Tennessee, which we believe represents a tremendous

opportunity for the VENU brand.

As

we look back on the fiscal first quarter, we are proud of the progress we have made. Our total assets increased to $461.3 million, up

25% from year-end, as we continue to get closer to completing our new state-of-the-art immersive venues. On the sponsorship front, we

announced a new multi-year partnership with PepsiCo as our official beverage partner across our portfolio of Sunset Amphitheater venues,

as well as an expanded partnership with Aramark Sports and Entertainment.

On

the capital front we closed an $86.25 million equity capital raise in one of the most volatile market stretches in recent history. We

also launched several new product offerings for our Luxe FireSuites, to meet demand at all levels and support continued development of

our venues.

Looking

ahead, our model is working. The conviction has never been stronger. And the plan is being executed at every level. We are excited for

what is next.”

Financial

Highlights for the First Quarter Fiscal 2026 Ended March 31, 2026

Total assets increased to $461.3 million as of March 31, 2026,

up $90.8 million or 25% from $370.5 million at December 31, 2025.

It is worth noting that our municipality contributed real estate

sit at zero cost basis on our balance sheet rather than mark to market value as they are contributed assets. An as-completed basis appraisal

of $1.24 billion reflects a more complete picture of what this portfolio will be worth once completed(1).

Property and equipment increased to $381.6 million as of March

31, 2026, up $75.7 million or 25% from $305.9 million at December 31, 2025.

The Company completed a capital raise of its common stock together

with warrants during the three months ended March 31, 2026, which resulted in gross proceeds of $86.25 million, which generated net proceeds

to the Company of $80.1 million.

Luxe FireSuite and Aikman Club sales reached more than $260

million in sales since launching the program. Demand for the product, and for our newly launched NNN model prompted the recent launch

of a $300+ million NNN portfolio available to both venue patrons and real estate investors across the nation, with Troy Aikman as the

Company’s spokesperson. Luxe FireSuite sales through the Company’s NNN model accounted for approximately 47% of total Luxe

FireSuite sales for the quarter ended March 31, 2026.

Total revenue was $3.9 million for the three months ended March

31, 2026, compared to $3.5 million for the three months ended March 31, 2025, an increase of 11%.

Operational

and Strategic Highlights for the First Quarter Fiscal 2026:

Venue

Development

The 134,000 square foot canopy roof at Sunset Amphitheater

Broken Arrow, OK reached full installation in February 2026, a significant construction milestone for the 12,500-capacity venue as it

advances toward its targeted fall 2026 opening.

Construction continues as planned at Sunset Amphitheater McKinney,

TX, where the team recently broke ground on the canopy roof structure of the 20,000-seat venue, which remains on track to open in Q1

2027.

Took ownership of a property in Centennial, Colorado in February

2026, where VENU plans to develop a premium indoor concert hall and restaurant. The project will introduce VENU’s first ever indoor

Luxe FireSuite model to the portfolio.

Team

& Leadership

Strengthened the executive team with the addition of Sarah

Rothschild, as Senior Vice President of Strategic Finance and Investor Relations, bringing experience from two of the most iconic names

in premium live entertainment, MSG Entertainment and Sphere.

Market

Recognition & Brand

Presented the Billboard Disruptor Award at Billboard’s

Power 100 to PlaqueBoy Max, one of the most influential creator voices in music today, continuing VENU’s role at the center of

the live entertainment conversation.

Aramark Sports + Entertainment deepened its commitment to VENU

in early 2026, expanding its partnership to cover five premium venues and making an additional equity investment, reinforcing its long-term

alignment with the Company’s growth trajectory.

J.W. Roth represented VENU on NYSE TV and Schwab Network, sharing

the Company’s $6 billion growth vision and the investor’s conviction driving its $86.25 million capital raise.

Subsequent

Events: April 1, 2026, through May 15, 2026

Launched a landmark nationwide Luxe FireSuite campaign across

several national broadcast networks, and major digital and social platforms, opening $300+ million in triple net real estate inventory

to investors across the country, with longtime VENU shareholder, FireSuite owner, and partner Troy Aikman serving as national spokesperson.

Announced active discussions with several Northern Colorado

municipalities for a potential $350 million multi-seasonal, omni-content entertainment destination with a capacity of 12,500, designed

to set a new standard for live entertainment in the American West.

Launched the FireSuite Income Offering, a fractional ownership

offering delivering an 11% preferred annual return backed by real estate assets, with a minimum investment of $20,000, bringing Luxe

FireSuite ownership to a broader range of accredited investors nationwide.

Announced planned expansion into Tennessee with a projected

$300 million landmark amphitheater at the Bend in Chattanooga, developed in partnership with Urban Story Ventures, featuring approximately

12,500 seats and a canopied multi seasonal design that will make it one of the largest live entertainment venues in the state.

Conference

Call Details

Friday,

May 15, 2026, at 11:00 a.m. Eastern Time

North

America Toll Free Dial-In Number

+1

833-461-5787

International

Toll Dial-In Number

+1

585-542-9983

Conference

ID

966483815

Webcast

Link

https://events.q4inc.com/attendee/966483815

Conference

Call Replay

https://investors.venu.live

Source:

Venu Holding Corporation

About

Venu Holding Corporation

Venu

Holding Corporation (“VENU”) (NYSE American: VENU) is a premier owner, developer, and operator of luxury, experience-driven

entertainment destinations. Founded by Colorado Springs entrepreneur J.W. Roth, VENU® has a portfolio of premium brands

that includes Ford Amphitheater, Sunset Amphitheaters, Phil Long Music Hall, The Hall at Bourbon Brothers, Bourbon Brothers Smokehouse

and Tavern, Aikman Owners Clubs, and Roth’s Sea & Steak. With venues operating and in development across Colorado, Georgia,

Oklahoma, Tennessee, and Texas and a nationwide expansion underway, VENU is setting a new standard for live entertainment.

VENU

has been recognized nationally by The Wall Street Journal, The New York Times, Billboard, VenuesNow, and

Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders

such as AEG Presents, NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, Aramark Sports + Entertainment, Tixr, Niall

Horan, and Dierks Bentley, VENU continues to shape the future of the entertainment landscape. For more information, visit VENU’s

website, Instagram, LinkedIn, or X.

Forward

Looking Statements

Certain

statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws.

Words such as “may,” “might,” “will,” “should,” “believe,” “expect,”

“anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,”

“plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are

forward-looking statements. While Venu believes these forward-looking statements are reasonable, undue reliance should not be placed

on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking

statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation

those set forth in the company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein.

Thus, actual results could be materially different. Venu expressly disclaims any obligation to update or alter statements whether because

of new information, future events or otherwise, except as required by law.

(1)

Appraisal Disclosures

These

appraisals used the cost basis, income, and comparable sales approaches to valuation and, after reconciliation, came to the appraised

values of the properties. These approaches to valuation are commonly used approaches to value for appraisal of commercial properties,

as opposed to assigning a valuation on the properties based solely on the cost basis of the properties. The total appraisal for the Colorado

Springs campus includes a 5.5-acre parking lot that was later sold through a sale-leaseback transaction in November 2025 for $14 million.

At the time of the original appraisal, that parcel was valued at $9.2 million. It is important to understand that the appraisal of VENU’s

properties takes into account, among other factors, the valuation of the Company’s real estate and developments at a specific point

in time, and the appraised value is subject to (and likely to) change at any time, whether it increases or decreases, and such changes

could be caused by macro and micro factors over which we have no control. The appraisal of the property portfolio is only an estimate

of its value as to the date of the appraisal and based only on the specific appraisal methodologies and should not be relied upon as

a measure of its realized value or the value at which any property could be sold to a third party. Other appraisal methodologies may

yield materially different appraised value. Furthermore, the appraised value of the properties differs from the values assigned to it

under generally accepted accounting principles in the United Stated (“GAAP”), which require the values of the properties

to be valued at their cost basis for financial presentation purposes, and therefore the appraised values represent an unaudited measure

that may not represent fair value, as defined under GAAP, and such values and appraisals are not, and will not be, subject to audit or

other review procedures by our outside independent accountants.

The

opinions expressed in the appraisal are based on estimates and forecasts that are prospective in nature and subject to certain risks

and uncertainties. Events may occur that could cause the performance of the properties to materially differ from the estimates utilized

by the appraiser, such as changes in the economy, interest rates, capitalization rates, the financial strength of the live-music and

entertainment industries, and the behavior of event attendees, investors, lenders, and municipalities. The Company reviews each appraisal

of its properties to confirm that the information provided to the appraiser is accurately reflected in the appraisal, but it does not

validate the methodologies, inputs, and professional judgment utilized by the certified appraiser.

Contacts

Investor

Relations

Sarah Rothschild, srothschild@venu.live

Media

Relations

Chloe Polhamus, cpolhamus@venu.live

VENU HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in US Dollars)

As of

March 31,

December 31,

2026

2025

Unaudited

Audited

ASSETS

Current assets

Cash and cash equivalents

$ 56,601,278

$ 41,306,358

Inventories

512,228

474,467

Prepaid expenses and other current assets

2,624,672

2,546,523

Total current assets

59,738,178

44,327,348

Other assets

Property and equipment, net

381,609,228

305,947,277

Intangible assets, net

127,878

144,558

Operating lease right-of-use assets, net

17,164,052

17,397,009

Investment in EIGHT Brewing

1,999,999

1,999,999

Investment in related parties

555,262

555,262

Security and other deposits

153,358

183,582

Total other assets

401,609,777

326,227,687

Total assets

$ 461,347,955

$ 370,555,035

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable

$ 43,415,266

$ 25,129,485

Accrued expenses

10,141,490

27,847,751

Accrued payroll and payroll taxes

475,467

577,360

Deferred revenue

1,906,770

1,542,564

Current portion of operating lease liabilities

591,976

605,261

Current portion licensing liability

223,333

223,333

Current portion NNN firesuite liability

1,198,400

1,026,300

Current portion of long-term debt

8,168,147

400,108

Total current liabilities

66,120,849

57,352,162

Long-term portion of operating lease liabilities

16,737,525

16,886,027

Long-term licensing liability and other liabilities

9,493,702

8,951,600

Long-term convertible debt

1,917,629

1,907,530

Long-term NNN firesuite liability

35,607,861

30,038,214

Long-term debt, net of current portion

56,450,476

56,568,151

Total liabilities

$ 186,328,042

$ 171,703,684

Commitments and contingencies - See Note 16

Mezzanine Equity

Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001 par - 1,342 authorized,

1,008 issued and outstanding at March 31, 2026 and 675 issued and outstanding at December 31, 2025

$ 15,120,000

$ 10,125,000

Stockholders’ Equity

Common stock, $0.001 par - 144,000,000 authorized, 57,937,346 issued and 57,261,156 outstanding at March 31, 2026 and

43,536,954 issued and 42,860,764 outstanding at December 31, 2025

58,037

42,961

Class B common stock, $0.001 par - 1,000,000 authorized, 381,235 issued and 304,990 outstanding at March 31, 2026 and December

31, 2025

380

304

Additional paid-in capital

273,159,150

201,188,680

Accumulated deficit

(105,211,275 )

(91,454,930 )

$ 168,006,292

$ 109,777,015

Treasury Stock, at cost - 752,435 shares at March 31, 2026 and December 31, 2025

(7,900,352 )

(7,899,600 )

Total Venu Holding Corporation and subsidiaries equity

$ 160,105,940

$ 101,877,415

Non-controlling interest

99,793,973

86,848,936

Total stockholders’ equity

$ 259,899,913

$ 188,726,351

Total liabilities and stockholders’ equity

$ 461,347,955

$ 370,555,035

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

For the three months ended

March 31,

2026

2025

Revenues

Restaurant including food and beverage revenue, net

$ 2,424,386

$ 2,044,916

Event center ticket and fees revenue, net

854,811

980,439

Rental and sponsorship revenue, net

621,406

473,804

Total revenues, net

$ 3,900,603

$ 3,499,159

Operating costs

Food and beverage

643,691

497,840

Event center

717,715

724,064

Labor

1,518,745

998,947

Rent

481,712

364,377

General and administrative

7,693,271

6,740,311

Equity compensation

1,955,932

11,340,620

Depreciation and amortization

2,375,792

1,375,364

Total operating costs

$ 15,386,858

$ 22,041,523

Loss from operations

$ (11,486,255 )

$ (18,542,364 )

Other income (expense), net

Interest expense, net

(2,978,733 )

(922,886 )

Other income

20,795

32,500

Total other expense, net

(2,957,938 )

(890,386 )

Net loss

$ (14,444,193 )

$ (19,432,750 )

Net loss attributable to non-controlling interests

(687,848 )

(1,369,020 )

Net loss attributable to Venu

(13,756,345 )

(18,063,730 )

Preferred stock dividend

(147,870 )

-

Net loss attributable to common stockholders

$ (13,904,215 )

$ (18,063,730 )

Weighted average number of shares of Class B common stock, outstanding, basic and diluted

304,990

379,990

Basic and diluted net loss per share of Class B common stock

$ (0.29 )

$ (0.48 )

Weighted average number of shares of Common stock, outstanding, basic and diluted

47,074,491

37,488,778

Basic and diluted net loss per share of Common stock

$ (0.29 )

$ (0.48 )

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in US Dollars)

For the three months ended March 31,

2026

2025

Net loss

$ (14,444,193 )

$ (19,432,750 )

Adjustments to reconcile net loss to net cash used in operating activities:

Loss on sale of property and equipment

55,957

-

Equity issued for interest on debt

-

218,760

Equity compensation

1,560,099

11,240,620

Equity issued for services

312,500

100,000

Noncash interest and debt discount

400,314

641,609

Noncash lease expense

428,271

92,107

Depreciation and amortization

2,375,792

1,375,364

Changes in operating assets and liabilities:

Inventories

(37,761 )

24,256

Prepaid expenses and other current assets

(78,149 )

(66,616 )

Security and other deposits

30,224

(141,756 )

Accounts payable

18,285,781

(1,491,784 )

Accrued expenses

(17,854,131 )

(2,855,792 )

Accrued payroll and payroll taxes

(101,893 )

24,900

Deferred revenue

364,206

476,447

Operating lease liabilities

(357,101 )

(92,350 )

Licensing liability

542,102

850,000

Net cash used in operating activities

(8,517,982 )

(9,036,985 )

Cash flows from investing activities

Purchase of property and equipment

(65,861,545 )

(22,048,943 )

Investment in EIGHT Brewing

-

(1,999,999 )

Net cash used in investing activities

(65,861,545 )

(24,048,942 )

Cash flows from financing activities

Receipt of convertible promissory note

-

6,000,000

Proceeds from NNN firesuite liability

5,453,000

-

Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock

4,995,000

-

Proceeds from issuance of common warrants and pre-funded warrants

21,796,023

-

Proceeds from issuance of common shares, net of $7,093,977 issuance costs

57,360,000

-

Proceeds from Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares

5,315,902

15,967,250

Principal payments on long-term debt

(166,579 )

(82,245 )

Payment of promissory note

(4,500,000 )

(2,000,000 )

Distributions to non-controlling shareholders

(578,899 )

(105,426 )

Net cash provided by financing activities

89,674,447

19,779,579

Net increase (decrease) in cash and cash equivalents

15,294,920

(13,306,348 )

Cash and cash equivalents, beginning

41,306,358

37,969,454

Cash and cash equivalents, ending

$ 56,601,278

$ 24,663,106

Supplemental disclosure of non-cash operating, investing and financing activities:

Cash paid for interest

$ 241,111

$ 139,119

Cash paid for income taxes

$ -

$ -

Property acquired via promissory note

$ 12,215,475

$ 25,000,000

Accrued preferred stock dividends

$ 147,870

$ -

Debt discounts - warrants

$ -

$ 526,329

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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