Venu Holding Corp

Evaluation of Disclosure Controls and Procedures

As of June 30, 2026, Venu’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of Venu’s “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, and concluded that the disclosure controls and procedures were not effective as of June 30, 2026 due to the material weaknesses in Venu’s internal control over financial reporting described in our Annual Report on Form 10-K for the year ended December 31, 2025.

The material weaknesses in our internal control over financial reporting relate to the fact that Venu did not have the necessary business processes and related internal controls fully implemented to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of our financial statements in accordance with U.S. GAAP. Venu has added and continues to evaluate the need for additional controls over the accounting and financial reporting requirements, which have been implemented within the reporting period but has yet to be effective for most of the period beginning October 1, 2025. The material weaknesses will be considered remediated when such time as management designs and implements effective controls that operate for a sufficient period of time and has concluded, through testing, that these controls are effective.

Remediation Plan for Material Weaknesses

As of June 30, 2026, Venu has implemented controls that Venu believes will remediate the identified material weaknesses. While certain controls were fully operational for part of the year ended December 31, 2025, certain control implementations are still ongoing, with significant remediation efforts expected to be finalized by December 31, 2026. These efforts focus on enhancing financial oversight, improving the accuracy and compliance of financial operations, and strengthening our internal controls over financial reporting. The Company continues to monitor the effectiveness of these controls to ensure sustained compliance.

Key remediation actions included:

Despite these material weaknesses, we believe that the financial information presented in this report is materially correct and in accordance with U.S. GAAP. We are committed to ongoing monitoring and will continue reporting progress to the audit committee. However, full remediation of these material weaknesses requires the newly implemented controls to operate effectively over time, and we cannot provide assurance that additional weaknesses will not be identified in the future.

If Venu is unable to successfully complete its remediation efforts or favorably assess the effectiveness of its internal control over financial reporting, Venu’s operating results, financial position, stock price, and ability to accurately report its financial results and timely file its SEC reports could be adversely affected.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2026, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, under the supervision of our Audit Committee. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.