[Form 3] Venu Holding Corporation Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Kevin W. O'Neil filed an initial Form 3 reporting beneficial ownership in Venu Holding Corp (VENU). He directly owns 2,503,505 shares of common stock and holds warrants exercisable into 1,995,000 shares in total: 1,245,000 warrants at $10 (exercisable 01/14/2025, expiring 01/14/2028) and three tranches of 200,000, 300,000 and 250,000 warrants at $12.50 (exercisable 04/04/2025, 02/08/2025 and 05/05/2025 respectively, all expiring in 2028).

Insights

Corporate Governance Expert

TL;DR Director disclosed substantial direct equity and multiple warrant tranches, a routine but necessary governance transparency filing.

As an initial Form 3, this filing documents Mr. O'Neil's direct ownership of 2,503,505 common shares and warrants totaling 1,995,000 underlying shares with specified exercise prices and dates. The filing meets Section 16 disclosure requirements and allows shareholders to see potential future dilution if warrants are exercised.

Securities Analyst

TL;DR Ownership disclosure is informative but not a standalone material event; it quantifies current and potential equity exposure.

The report provides exact counts and exercise prices for warrants, enabling straightforward calculation of dilution and potential proceeds on exercise. There is no earnings, debt, or transaction detail here; the filing is a routine ownership disclosure rather than new corporate action.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

O'Neil Kevin Wayne

(Last) (First) (Middle)

690 MISSION HILL WAY

(Street)

COLORADO SPRINGS CO 80921

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2025

3. Issuer Name and Ticker or Trading Symbol
Venu Holding Corp [ VENU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,503,505	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (Option to Buy)	01/14/2025	01/14/2028	Warrants	1,245,000	$10	D
Warrants (Option to Buy)	04/04/2025	04/04/2028	Warrants	200,000	$12.5	D
Warrants (Option to Buy)	02/08/2025	02/08/2028	Warrants	300,000	$12.5	D
Warrants (Option to Buy)	05/05/2025	05/05/2028	Warrants	250,000	$12.5	D

Explanation of Responses:

	Kevin W. O'Neil	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Kevin W. O'Neil disclose on the VENU Form 3?

He disclosed direct ownership of 2,503,505 common shares and warrants for 1,995,000 underlying shares with specified exercise prices and dates.

How many warrants does the Form 3 report and what are the exercise prices?

The filing lists 1,245,000 warrants at $10 and three tranches of 200,000, 300,000, and 250,000 warrants at $12.50.

Are the warrants exercisable immediately?

The filing shows specific exercisable dates for each tranche: 01/14/2025, 04/04/2025, 02/08/2025, and 05/05/2025; expiration dates are in 2028 as reported.

Does this Form 3 indicate any change in company operations or financial results?

No. This document is an ownership disclosure and does not report operational results, transactions, or financial performance.

When was the event requiring this Form 3 dated?

The date of the event requiring the statement is listed as 05/05/2025.