SecProbe.io

August 7, 2025
Shahan Ohanessian
Chief Executive Officer
VenHub Global, Inc.
518 S. Fair Oaks Ave
Pasadena, CA
Re:VenHub Global, Inc.
Draft Registration Statement on Form S-1
Submitted July 15, 2025
CIK No. 0001972234
Dear Shahan Ohanessian:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Submitted July 15, 2025
Cover page
1.Please revise to disclose the sales prices in recent private transactions of your
securities.
2.It appears that you have an ongoing CF Offering which will run concurrently with this
offering. Tell us whether you intend to include the shares issued in the crowdfunding
in this registration statement.
3.Please clarify what will occur if the financial advisor does not approve the Current
Reference Price.

August 7, 2025
Page 2
Prospectus Summary, page 1
4.Please describe in more detail how each store's AI algorithm will tailor its offerings to
meet individual customers' preferences.
5.We note your disclosure that you intend to rely primarily on debt financing to
supplement cash flows generated by services. This does not appear to be consistent
with your disclosure on pages F-8 and F-25 that you intend to fund your operations
with funding from a crowdfunding campaign. Please revise or advise.
Summary Financial Information, page 2
6.Please revise to ensure that all amounts and column headings presented are consistent
with your annual and interim financial statements. For example, we note that the
March 31, 2025 total liabilities and total stockholders' (deficit) amounts presented on
page 3 are different than those presented on page F-3.
Risk Factors, page 5
7.Please disclose material risks resulting from the structure of your offering. For
example, consider addressing increased price and market volatility; the novel process
of the listing and setting the opening trading price; that the opening trading price may
not be related to historical sales prices; lack of safeguards associated with a traditional
underwritten offering (i.e., no price stabilization, no greenshoe, no book building, no
lock-ups); uncertainty associated with the fact that few companies have undertaken
direct listings to date; and any impact of your brand and consumer recognition on the
demand for shares.
8.Please tell us what consideration you have given to including a risk factor discussing
the differences a tracing requirement could pose to securities liability challenges
brought under Section 11 and Section 12 for a direct listing versus a traditional IPO
and the impact that it would have on you and potential investors. We note the courts
have addressed whether a plaintiff is required to trace their purchase of shares to the
shares registered pursuant to the registration statement in a direct listing. See Slack
Techs., LLC v. Pirani, 598 U.S. 579 (2023) and Pirani v. Slack Techs., Inc., 127 F.4th
1183 (9th Cir. 2025).
Our revenues and profits are subject to fluctuations., page 6
9.Your disclosure that you have not yet deployed units to any customers does not appear
to be consistent with your disclosure on page 40 that you have sold two stores to
customers. Please revise or advise.
Our business plans require a significant amount of capital..., page 13
10.Please explain the basis for your statement that you expect that you will have
sufficient capital to fund your currently planned operations. In this regard, we note
your disclosure on the same page and on page 13 stating that you will need additional
capital to develop your business.

August 7, 2025
Page 3
Our status as an "emerging growth company" under the JOBS Act Of 2012..., page 24
11.Your disclosure indicating that you will use the extended transition period for
complying with any new or revised financial accounting standards is not consistent
with your disclosure on the cover page. Please revise or advise. In addition, please
disclose the circumstances in which you would no longer be eligible to be an
emerging growth company.
The Company's management has broad discretion over the use of proceeds from this
offering..., page 26
12.Your disclosure in this risk factor is not consistent with your disclosure elsewhere in
the registration statement that you will not receive any proceeds from this offering.
Please revise or advise.
We currently have no requirements to make any reports to the Securities and Exchange
Commission, page 27
13.Given that you will incur reporting obligations upon effectiveness of this registration
statement, this risk factor does not appear to be correct. Please remove this disclosure
or advise.
Determination of Offering Price, page 29
14.In a direct listing, the pricing mechanism is a product of market demand, and there is
no offering price  "arbitrarily determined by the Company..." Please revise this section
to disclose a history of private transactions in your stock, including a range of recent
crowdfunding sales. Explain how these transactions relate to the establishment of the
Current Reference Price on the first day of trading of the company's stock on the
Nasdaq Global Market.
Plan of Distribution; Terms of the Offering, page 31
15.Please disclose any compensation that your Advisor will receive in connection with
the offering. Please disclose whether the fee paid to the Advisor is entirely contingent
on the successful consummation of the direct listing or whether any portion of the fee
is required to be paid regardless of whether the direct listing is completed.
Market for Common Equity and Related Stockholder Matters, page 37
16.Please revise to clarify your statement that the "Series A Preferred Stock and Series B
Preferred Stock will convert into common stock upon effectiveness of this
Registration Statement that are owned by 1 shareholder."
17.Your disclosure that you intend to apply for the listing of your common stock on
Nasdaq after the completion of this offering is not consistent with your disclosure on
the cover page that Nasdaq listing is a condition to the offering. Please revise or
advise.
You disclose that as of the date of effectiveness of this registration statement, there
will be 100,000 shares of Series C Preferred Stock issued and outstanding. To the
extent that you expect changes in your capitalization after your most recent balance
sheet date, please tell us how you considered providing pro forma information that 18.

August 7, 2025
Page 4
gives effect to the change in capitalization. Refer to Rule 11-01(a)(8) of Regulation S-
X.
VenHub Global, Inc.'s Management's Discussion and Analysis of Financial Condition and
Results of Operations
Key Components of Results of Operations, page 40
19.Please provide narrative disclosure explaining the trends in operating results between
periods. Refer to Item 303(b) of Regulation S-K. In addition, please provide
additional disclosure regarding the breakdown in operating expenses. In this regard,
we note that approximately 1%, 9%, and 2% of your operating expenses went
toward research and development for the year ended December 31, 2023, the
year ended December 31, 2024, and the three months ended March 31, 2025,
respectively.
For the period January 31, 2023 (inception) to December 31, 2023 and the year ended
December 31, 2024, page 40
20.Please provide detailed disclosure regarding your incursion of convertible debt, either
here or in a separate section. Refer to Item 303(b)(1)(ii)(B).
For the three months ended March 31, 2024 and March 31, 2025
Liquidity and Capital Resources, page 42
21.Please revise to provide disclosure of the $2.5 million secured promissory note that
you issued to Target Global Acquisition I Corp. on May 16, 2025.
Liquidity and Capital Resources, page 42
22.We note your disclosure on page 13 that you will require significant capital to operate
your business and fund your capital expenditures for the next several years. Please
revise to provide an analysis of your ability to generate and obtain adequate amounts
of cash to meet your requirements for the next 12 months and beyond. Please ensure
that your discussion analyzes material cash requirements from known contractual and
other obligations and the anticipated source of funds needed to satisfy such cash
requirements. If a material deficiency is identified, revise to indicate the course of
action that you have taken to or propose to take to remedy the deficiency. Please refer
to Item 303(b)(1) of Regulation S-K.
Directors and Executive Officers, page 45
23.Please revise to disclose whether Ann Neidenbach will serve on your board of
directors. In this regard, you disclose her inclusion on the board in some, but not all,
sections of your disclosure.
Security Ownership of Certain Beneficial Owners and Management, page 52
Please revise to disclose any persons who beneficially own five percent or more of
any of your voting securities. Refer to Item 403(a) of Regulation S-K. If Series C
Preferred shares will be issued in conjunction with this offering, please include such
shares in the tabular disclosure. In addition, revise to include the holdings of SSO,
LLC in the aggregate beneficial ownership of Shahan Ohanessian and Shoushana 24.

August 7, 2025
Page 5
Ohanessian. Finally, the column labeled "Amount and nature of beneficial ownership
once trading commences" indicates that none of your officers or directors will sell any
shares of common stock as part of this offering. Please confirm that your officers and
directors do not intend to sell any shares as part of this offering or revise.
Certain Relationships and Related Transactions, page 53
25.Please revise to include all disclosure required by Item 404 of Regulation S-K.
Business of VenHub and Certain Information About VenHub, page 56
26.Please revise the discussion of your business throughout to more clearly distinguish
between the products, services, and features that are currently available, those that are
currently in development and those that may be available in the future.  For example,
on page 60, you disclose that you "will offer" round-the-clock customer support and
"will provide" detailed training materials to customers. We also note from the FAQ
section of your website that your current "Version 1" Smart Stores do not include ID
verification technology that would enable sales of age-restricted products such as
alcohol or tobacco. Your revised disclosures should also describe the timelines and
expected cost to develop products, services and/or features that are under development
but not yet available.
27.Please revise to more fully describe your plans for "initial commercial deployments"
in 2025 and "ramp up of production" in 2026 and 2027. We note your discussion on
page 66 about the expected capacity of various facilities once developed. However, it
is unclear when production is expected to come online at each of those facilities and
when they are expected to reach the full annual production capacity referenced on
page 67. Your revised disclosures should describe the specific milestones associated
with the development of your production facilities and the capital resources needed to
achieve those milestones.
Smart Store Pre-Orders, page 60
28.We note your 1,453 “pre-orders” as of March 31, 2025. To enhance transparency for
investors, please revise your discussion of pre-orders as follows:
•Define pre-orders and explain the steps that must be taken by you and the
customer to result in pre-orders becoming orders;
•Describe the rights and obligations of both you and the customer associated with
pre-orders as compared to signed purchase contracts;
•Disclose the number of pre-orders that have been converted into signed purchase
contracts and, separately, into completed Smart Stores sales as of the most recent
balance sheet date;
•Quantify the dollar amount of deposits collected in connection with pre-orders as
of the most recent balance sheet date; and
•Identify the number of pre-orders associated with each of your primary target
markets. For example, we note that you plan to target your initial commercial
deployments in Los Angeles and Las Vegas.

August 7, 2025
Page 6
29.Your disclosure indicates that you have received over 1,000 pre-orders for Smart
Stores but that deposits have not yet been collected. Please tell us how this is
consistent with the claim on your website that you have received over $300 million in
pre-orders for Smart Stores.
Intellectual Property, page 64
30.You indicate that intellectual property is critical to your strategy. Please revise your
disclosures on page 66 to indicate (as you mention on page 11) that your trademark is
facing an objection. Please also disclose the extent to which any of the patents listed
on pages 65-66 are also facing objection. As a related matter, we note that several of
your provisional patent applications have expired. Please revise to explain how these
objections and expired patent applications may impact your business.
Manufacturing and Supply, page 66
31.Please revise to provide disclosure about the actual availability of the raw materials
material to your business. Refer to Item 101(c)(1)(iii)(A) of Regulation S-K. Please
disclose whether you have experienced supplier concentration and provide related risk
factor disclosure to the extent material.
Condensed Consolidated Financial Statements
Condensed Consolidated Statement of Operations, page F-4
32.When you update your interim financial statements, please revise the column headings
above the two columns on the right side to indicate that these figures represent year-
to-date results. For example, revise to indicate that these columns represent results for
the six months ended June 30, 2025 and 2024. As a related matter, please revise the
column headings throughout your interim financial statements to clearly distinguish
between audited and unaudited periods.
Condensed Consolidated Statements of Stockholders' (Deficit), page F-5
33.It is unclear why you included condensed consolidated statements of stockholders'
(deficit) for periods other than the three months ended March 31, 2025 and 2024. It
also appears that you have a typo in the dates used within your condensed
consolidated statement of stockholders' (deficit) for the quarter ended March 31, 2025.
Please advise or revise.
Condensed Consolidated Statements of Cash Flows, page F-7
34.Please revise the descriptions of your adjustments to reconcile net loss to net cash
used in operating activities so that it is more clear which line items represent changes
in assets or liabilities between periods and which represent adjustments for items
included in net loss that do not affect net cash used in operating activities.
35.It appears that you present proceeds from the sale of Series B preferred stock both
within cash flows from financing activities and as a supplemental non-cash financing
activity on page F-7. Please revise as needed to appropriately reflect the nature of
these transactions.

August 7, 2025
Page 7
2. Summary of Significant Accounting Policies
Basis of Presentation, page F-8
36.Since your audited financial statements for the year ended December 31, 2024 are
included within this filing, please revise to remove the reference to your 2024 annual
report filed on Form C.
Inventory, page F-9
37.Please revise to disclose the nature of your raw materials and work in progress
inventory. Please also revise to include your accounting policies for cost of goods
sold.