Venu Holding Corporation: Nantahala Capital Management, LLC and two control persons report beneficial ownership totaling 4,089,205 shares of Common Stock, representing 6.59% of the class as of March 31, 2026. The reported position includes 2,042,500 shares that may be acquired within sixty days upon exercise of convertible securities. The filing states shared voting and dispositive power over the 4,089,205 shares; sole voting and dispositive power are reported as zero for the reporting persons.
Positive
None.
Negative
None.
Insights
Passive investor disclosure: 6.59% stake reported via Schedule 13G.
The filing shows Nantahala Capital Management and its principals beneficially own 4,089,205 shares (6.59%) as of March 31, 2026, with shared voting and dispositive power. The position is partly exercisable: 2,042,500 shares are tied to convertible securities exercisable within sixty days.
Cash‑flow treatment and plans for disposition are not stated; subsequent filings would show any trading or schedule changes.
Control-person attribution via investment adviser structure.
The filing identifies Nantahala as an investment adviser and lists Messrs. Harkey and Mack as control persons with shared power over the same block of shares, consistent with advisory control disclosures. The filing expressly attributes beneficial ownership to the adviser and its managing members.
Material governance effects depend on future actions; this disclosure documents current beneficial ownership and voting authority only.
Key Figures
Beneficial ownership:4,089,205 sharesPercent of class:6.59%Convertible shares exercisable:2,042,500 shares+2 more
5 metrics
Beneficial ownership4,089,205 sharesAs of March 31, 2026
Percent of class6.59%As of March 31, 2026
Convertible shares exercisable2,042,500 sharesMay be acquired within sixty days through exercise of convertible securities
CUSIP92333E104Common Stock
Issuer address1755 Telstar Dr Ste 501, Colorado Springs, CO 80920Item 1
"As of March 31, 2026, Nantahala may be deemed to be the beneficial owner of 4,089,205 Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerregulatory
"Shared Voting Power 4,089,205.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
convertible securitiesfinancial
"Include 2,042,500 Shares which may be acquired ... through the exercise of convertible securities"
Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.
Schedule 13Gregulatory
"Item 1. (a) Name of issuer: VENU HOLDING CORPORATION"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VENU HOLDING CORPORATION
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
92333E104
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
92333E104
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,089,205.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,089,205.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,089,205.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.59 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
92333E104
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,089,205.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,089,205.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,089,205.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.59 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
92333E104
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,089,205.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,089,205.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,089,205.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.59 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
VENU HOLDING CORPORATION
(b)
Address of issuer's principal executive offices:
1755 TELSTAR DR STE 501 COLORADO SPRINGS, COLORADO, 80920
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP Number(s):
92333E104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, Nantahala may be deemed to be the beneficial owner of 4,089,205 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 4,089,205 Shares Include 2,042,500 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of convertible securities.
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 6.59%
(2) Wilmot B. Harkey: 6.59%
(3) Daniel Mack: 6.59%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 4,089,205 Shares.
(2) Wilmot B. Harkey: 4,089,205 Shares.
(3) Daniel Mack: 4,089,205 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 4,089,205 Shares.
(2) Wilmot B. Harkey: 4,089,205 Shares.
(3) Daniel Mack: 4,089,205 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Nantahala Capital Management report in VENU?
Nantahala reports beneficial ownership of 4,089,205 shares, equal to 6.59% of outstanding common stock as of March 31, 2026. The filing attributes shared voting and dispositive power over those shares to the reporting persons.
Do the reporting persons have sole voting control over the VENU shares?
No. The Schedule 13G states the reporting persons have 0 shares of sole voting power and 4,089,205 shares of shared voting power. Sole dispositive power is also reported as 0.
How many of the reported shares can be acquired soon by Nantahala?
The filing discloses that the 4,089,205 shares include 2,042,500 shares that may be acquired within sixty days upon exercise of convertible securities. The convertible‑exercise clause is the only near‑term acquisition detail provided.
Who filed the Schedule 13G for VENU and why?
The Schedule 13G was filed by Nantahala Capital Management, LLC and two managing members, Wilmot B. Harkey and Daniel Mack, to disclose beneficial ownership under the investment adviser/control person classification on behalf of funds and accounts they manage.
What is the CUSIP and issuer address listed on the filing?
The filing lists CUSIP 92333E104 for Common Stock and the issuer address as 1755 Telstar Dr Ste 501, Colorado Springs, Colorado 80920 in Item 1 of the Schedule 13G.
