# Venu Holding Corp (VENU) — capital_raise/atm_program [announced]
Source: SEC API (secapi.ai) · situation sit_9bf5c07682bb543cfd9d · retrieved 2026-08-12T21:18:21.886Z

## Overview
Venu Holding Corporation is an amusement and recreation services company developing the Sunset BA amphitheater in Broken Arrow, Oklahoma.

On July 31, 2026, Venu Holding Corporation entered into a Securities Purchase Agreement with YA II PN, Ltd. to issue $25,000,000 in original principal amount of Senior Secured Convertible Debentures and warrants to purchase up to 1,000,000 shares of Common Stock at $5.00 per share. The Debentures have a 5% original issue discount, resulting in gross proceeds of $11,875,000 on the Issuance Date, with an additional $12,500,000 held as collateral pending delivery of an appraisal of the Sunset BA amphitheater project in Broken Arrow, Oklahoma. The Debentures mature on July 31, 2027, are convertible at $7.50 per share (subject to adjustment), and require monthly installment payments of $5,000,000 principal plus a 15% payment premium (increasing to 20% after day 75). The Company also issued 200,000 placement agent warrants to ThinkEquity LLC at $6.25 per share.

## Terms
- Counterparty: YA II PN, Ltd. · Deal value: $25.0M · Consideration: mixed · Price/share: $7.5

## Key dates
- Announced 2026-08-03 · Expiry 2027-07-31

## Timeline
- 2026-08-03 · 8-K (0001493152-26-035846): 8-K - Venu Holding Corp — *Venu Holding Corporation is an amusement and recreation services company developing the Sunset BA amphitheater in Broken Arrow, Oklahoma.* On July 31, 2026, Venu Holding Corporation entered into a Securities Purchase Agreement with YA II PN, Ltd. to issue $25,000,000 in original principal amount of Senior Secured Convertible Debentures and warrants to purchase up to 1,000,000 shares of Common Stock at $5.00 per share. The Debentures have a 5% original issue discount, resulting in gross proceeds of $11,875,000 on the Issuance Date, with an additional $12,500,000 held as collateral pending delivery of an appraisal of the Sunset BA amphitheater project in Broken Arrow, Oklahoma. The Debentures mature on July 31, 2027, are convertible at $7.50 per share (subject to adjustment), and require monthly installment payments of $5,000,000 principal plus a 15% payment premium (increasing to 20% after day 75). The Company also issued 200,000 placement agent warrants to ThinkEquity LLC at $6.25 per share.
  https://www.sec.gov/Archives/edgar/data/1770501/0001493152-26-035846.txt

## Citations
- 0001493152-26-035846 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226035846