Venu Holding Corporation (NYSE American: VENU) has closed a $25 million financing transaction to fund construction of its Regent Bank Amphitheater in Broken Arrow, Oklahoma, according to a press release from the company.

The 12,500-seat venue, located just outside Tulsa, is targeted for completion in fall 2026. The financing takes the form of a secured convertible debenture, with $12.5 million received at closing and an additional $12.5 million, before fees and expenses, to be released upon satisfaction of certain conditions.

The loan is structured as a bridge to permanent financing through a Commercial Property Assessed Clean Energy (C-PACE) instrument, which Venu expects to close in the third quarter of 2026. The debenture is expected to be repaid in cash, though it is also convertible by the lender into shares of common stock in the event of a payment failure or default.

"Getting the capital structure right matters as much as getting the construction right," said J.W. Roth, Founder, Chairman, and CEO of Venu. "This financing keeps Regent Bank Amphitheater moving forward through a structure that's disciplined, ownership-focused, and built to protect shareholder value."

ThinkEquity acted as sole placement agent for the transaction. Additional terms will be disclosed in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.