(Primary Standard Industrial Classification Code Number) Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VENHUB GLOBAL, INC. (Exact name of registrant as specified in its charter) Nevada 3581 92-2083580 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 5360 Procyon Street Las Vegas, NV 89118 (888) 585-4999 (Address, including zip code, and teleph ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-290703 VenHub Global, Inc. (Exact name of registrant as specified in its charter) | Nevada | 92-2083580 | | --- | --- | | (State or other jurisdict ...

Financial Performance - For the three months ended September 30, 2025, the company reported revenues of $295,357, with a cost of goods sold of $219,939, resulting in a net loss of $19,349,120[146][149]. - For the nine months ended September 30, 2025, the company generated revenues of $808,972 and incurred a net loss of $49,227,634[154][157]. - The total operating expenses for the three months ended September 30, 2025, were $19,243,743, a significant increase of $17,173,394 compared to $2,070,349 for the same period in 2024[147][153]. - The company incurred $18,288,430 in settlement expenses for the nine months ended September 30, 2025, impacting its overall financial performance[156][157]. - For the nine months ended September 30, 2025, total operating expenses increased to $30,723,778 from $7,605,307 in 2024, reflecting a change of $23,058,021[162]. - Cash used in operating activities for the nine months ended September 30, 2025, was $4,390,720, with a net loss from continuing operations of $49,227,634[167]. - As of September 30, 2025, the company had negative working capital of $1,408,859, with $1,340,186 in cash and $1,442,605 in inventory[163]. - Non-current liabilities included $4,537,552 in convertible debt at fair value and $2,500,000 in the form of a promissory note[164]. Operating Expenses - Share-based compensation accounted for $17,192,340 of the total operating expenses for the three months ended September 30, 2025, reflecting large issuances to employees and contractors[147][153]. - Share-based compensation rose significantly to $25,105,979 in 2025 from $4,212,809 in 2024, an increase of $20,893,170[162]. Business Operations and Strategy - The company has over 1,400 preorders as of September 30, 2025, and began fulfilling orders in the first quarter of 2025[140]. - The company launched its flagship store at the LAX/Metro Transit Station on June 6, 2025, marking a significant milestone in its market expansion[140]. - The company has established a full assembly production facility in Las Vegas, Nevada, to meet market demand for its autonomous store technology[139]. - The company’s business model leverages advanced technologies such as AI and robotics to create a fully autonomous shopping experience, aiming to revolutionize retail[133][139]. - The company has faced challenges in establishing successful business operations due to its limited operating history and incurred a net loss since inception[141]. Funding and Financial Needs - The company generated $5,034,595 from financing activities, including $3,500,000 from warrant issuance and $795,891 from crowdfunding[169]. - The company expects operating cash requirements and contractual obligations to total $4,599,358 over the next 12 months, indicating a need for additional financing[176]. - The company anticipates ongoing funding needs to support growth and expansion, dependent on securing additional financing[176]. - The planned equity raise is expected to materially change the mix of capital resources, reducing reliance on debt facilities[174]. Research and Development - Research and development expenses for the nine months ended September 30, 2025, included costs related to the assembly of flagship stores and capitalized software[168].

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VENHUB GLOBAL, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 3581 92-2083580 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 518 S. Fair Oaks Ave Pasadena, CA 91105 (212)-616-4291 (Address, including zip code, and teleph ...