Venu is an entertainment and hospitality holding company based in Colorado Springs, Colorado. Through several subsidiary entities, Venu designs, develops, owns, and operates (whether directly or through third-party operators) up-scale music venues, outdoor amphitheaters, and full-service restaurants and bars where music, dining, and luxury experiences converge. Venu was founded in 2017. Since its inception, Venu has strived to set a new standard in the hospitality and entertainment industry through its entertainment-campus venue concept and to meet the growing demand for live entertainment by developing new venues in strategically selected, rapid-growth, entertainment-underserved markets. Venu takes pride in being a catalyst for memorable experiences, a champion of local entertainment, and a contributor to vibrant communities. To date, Venu has developed, or is in the process of developing, three restaurant concepts and one bar concept, as well as live music indoor venues that accommodate approximately 1,400 guests and outdoor amphitheaters that accommodate 8,000 or greater guests. Currently, Venu operates two indoor venues, three restaurants, and one outdoor amphitheater across Colorado and Georgia. To complement its first outdoor amphitheater, the Ford Amphitheater, which opened in Colorado in August 2024, Venu expects to open an associated mixed-use development adjacent to the Ford Amphitheater in May 2025, which will consist of a fine-dining restaurant, Roth’s Seafood & Chophouse (“Roth’s”), a rooftop bar, Brohan’s, and premier rental space framing either side of Roth’s called Notes Hospitality Collection (“NHC”). Venu is aiming to develop additional venues in Oklahoma, Texas, and potentially other locations through 2026. Venu forecasts meaningful economic and cultural impacts in communities targeted for expansion across the United States. Venu owns and operates, or will operate, a variety of restaurant, live entertainment, music venue, and hospitality concepts, including its indoor music venue concept, Bourbon Brothers Presents (“BBP”), its outdoor music amphitheater concept, The Sunset Amphitheater, various restaurants and bars, including Bourbon Brothers Smokehouse & Tavern (“BBST”), Notes Eatery (“Notes”), and Roth’s, and premier rental space, NHC. Music Venue Concepts Bourbon Brothers Presents (indoor music venues) BBP, which was originally known as “The Hall at Bourbon Brothers” or “Boot Barn Hall” but, as of August 2024, is now known as “Phil Long Music Hall at Bourbon Brothers” (“Phil Long Hall”), is the Company’s indoor intimate music and event venue known for promoting national-touring artists as well as upcoming artists and premier local bands and performers. This concept served as Venu’s entry into the live-entertainment venue business. Venu currently operates BBP venues in Colorado (“BBP CO”) and Georgia (“BBP GA”), each of which is designed to flexibly handle approximately 1,400 concertgoers for a general admission concert featuring national-touring artists or to comfortably accommodate roughly 500-700 people for fully seated events complete with eight-top tables for intimate concerts, dueling pianos, tribute bands, and other genres that consistently lure entertainment fans. Although Venu does not have current plans to develop and open new BBP venues, it may explore additional locations for this concept. To date, rather than engaging a third-party operator, Venu has directly operated and managed its BBP venues. Although live-entertainment promotion is the foundation of Venu’s BBP model, Venu also generates incremental revenue from each BBP location through event rentals, naming rights, and sponsorship sales. The Company charges varying rental rates depending on an array of factors, including the time, day, and date of the rental, the event purpose, and the number of attendees. BBP CO has been rented by a multitude of organizations and businesses for proms and homecomings, corporate functions, political events, and weddings. Venu’s current title sponsor for its BBP GA location is Boot Barn Holdings, Inc. (NYSE: BOOT) (“Boot Barn”), the nation’s leading and fastest growing retailer of western and work-related apparel and footwear. Beyond selling the naming rights to its venues, Venu has developed a menu of sponsorship inventory for each of its locations, which primarily offers table and show sponsorship opportunities. The Sunset Amphitheaters (Outdoor Amphitheaters) Having successfully implemented its indoor BBP music venue, Venu’s primary focus going forward is to develop significantly larger outdoor amphitheaters, capable of accommodating audiences of at least 8,000, that will attract major national-touring entertainers and will be managed by leading music and entertainment events presenters. In May 2023, the Company broke ground on its first development of The Sunset Amphitheater, now known as the “Ford Amphitheater” (“Ford Amphitheater”), an open-air, 8,000-person amphitheater located in Colorado Springs, Colorado that offers concertgoers unobstructed views of Pikes Peak, the Rocky Mountains, and the United States Air Force Academy. Ford Amphitheater had its grand opening in August 2024. The property is intended to rival Red Rocks Amphitheater in Morrison, Colorado, which is among the most attended music venues in the country. Ford Amphitheater is meant to complement BBP CO as a venue capable of hosting larger national-touring acts. Venu expects to host up to 50 concerts during Ford Amphitheater’s six-month peak concert season each year from May through October and for that amphitheater to generate up to $50 million in total full-season revenue, with that revenue being subject to a defined split between Venu and the third-party operator. For its initial shortened season of August through October 2024, 20 concerts were held. As further described in this prospectus, in July 2024, Venu entered into a Name and Sponsorship Rights Agreement and sold the naming rights to this venue, pursuant to which the venue is known as “Ford Amphitheater.” Venu has also entered into public-private partnerships to open Sunset Amphitheater venues in Broken Arrow, Oklahoma (“The Sunset BA”), McKinney, Texas (“The Sunset McKinney”), and El Paso, Texas (“The Sunset El Paso”). Restaurant Concepts Bourbon Brothers Smokehouse & Tavern BBST is the Company’s flagship full-service restaurant concept. BBST serves American classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, and whiskies, as well as local craft beers. Venu currently operates BBST restaurants in Colorado Springs, Colorado (“BBST CO”) and Gainesville, Georgia (“BBST GA”), both of which were designed with a unique blend of dining, bar, and patio or lounge areas that can comfortably accommodate up to 300 customers at one time. Notes Eatery “Notes Eatery” is the Company’s newest restaurant concept with a live music theme. Notes Eatery originally opened as “Notes” bar in fall 2022 in the Phil Long Hall-anchored development of the Polaris Pointe retail center in Colorado Springs, Colorado, but expanded to a full restaurant in May 2024. The live music and social bar uniquely serves breakfast, lunch, and dinner in a vibrant and eclectic atmosphere Roth’s Seafood & Chophouse and Notes Hospitality Collection Roth’s will be an upscale seafood and chophouse in a mixed-use development adjacent to Ford Amphitheater in Colorado Springs, Colorado. The property sits on a total of 4.97 acres and will be designed to capture views of the Rocky Mountains along with unobstructed views of the Ford Amphitheater’s stage. Roth’s will also feature a top-shelf bar and lounge named Brohan’s on the second floor of the mixed-use development, which will offer premium views of Ford Amphitheater that can be monetized during marquee shows. NHC will feature two, approximately 5,000-square-foot configurable hospitality spaces framing either side of Roth’s on the first floor, which the Company believes will be a premier venue rental location for hosting corporate events, weddings, trade shows, conventions, and other events. NHC’s second floor will consist of over 8,000 square feet that can be flexibly configured into corporate VIP suites, which will feature indoor and outdoor components and will overlook Ford Amphitheater and the Rocky Mountains. Each suite is expected to have a designated corporate sponsor and will be available to rent during Ford Amphitheater events. The Company was originally formed in Colorado on March 13, 2017 as Bourbon Bothers Restaurants, LLC, a Colorado limited liability company, prior to its conversion to a Colorado corporation and name change to Notes Live, Inc. on April 6, 2022. Our principal executive office is located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado.