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CORRESP
 1
 filename1.htm

 VenHub
Global, Inc.

 November 21, 2025

 Office of Technology

 U.S. Securities and Exchange Commission

 Mail Stop 4631

 Division of Corporate Finance

 Washington, D.C. 20549

 Re: VenHub Global, Inc.

 Amendment No. 1 to Draft Registration Statement
on Form S-1

 Submitted September 9, 2025

 CIK No. 0001972234

 Dear Commission:

 On behalf of our company, VenHub Global, Inc.,
a Delaware corporation (the "Company"), we would like to thank you for your prompt review of our Confidential Draft Registration
Statement on Form S-1 (the "Draft Registration Statement") originally filed with the Securities and Exchange Commission (the
"Commission") on July 15, 2025, as amended on September 9, 2025 in connection with the registration for resale of shares of
our common stock ("Common Stock") by the selling stockholders named in the Registration Statement (collectively, the "Selling
Stockholders"). We are responding to comments on the Draft Registration Statement provided by the staff (the "Staff")
of the Commission by letter dated September 23, 2025.

 In connection with these responses, we are filed
Registration Statement on Form S-1 pursuant to Section 8(a) of the Securities Act via EDGAR, on October 3, 2025, deemed effective on October
23,2025 (our "Initial Public Filing") Accompanying this correspondence we are also filing a post effective amendment, updating
the financial statements to include the nine months ended September 30, 2025 (the "Post Effective Amendment No 1"). Together,
the Initial Public Filing and the Post Effective Amendment No. 1 address the comments in your letter dated September 27, 2025.

 Our responses to the Staff's comments are
indicated below, directly following a restatement of each comment in bold type.

 Table of Contents, page i

 1. Your section entitled "Selling Shareholders"
is not listed in your Table of Contents. Please revise accordingly.

 We have updated the Table of Contents to include the section entitled
"Selling Shareholders."

 Prospectus Summary, page 1

 2. We note your response to prior comment 4.
Please revise to clarify the current status of your stores' ability to use AI to tailor its offerings to customers.

 We have updated to clarify the current use
of AI in operating stores.

 3. We note your response to prior comment 5
but do not see any corresponding changes to the filing. You disclose 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-29 that you intend
to fund your operations with funding from a crowdfunding campaign. Please revise or advise.

 We have updated the disclosure in the footnotes
of our financial statements for consistency. At December 31, 2024, we determined that funding our operations from crowdfunding and past
debt financing would be sufficient but subsequently it was determined that we would source out both equity and additional debt financing
options.

 Summary Financial Information, page 2

 4. We note your response to prior comment 6.
It appears that there are still amounts presented on page 2 that are inconsistent with those presented in your annual and interim financial
statements, including (but not limited to) loss from operations and net loss for the six months ended June 30, 2025, interest expense
for the year ended December 31, 2024 and cash and cash equivalents as of June 30, 2025. Please revise throughout as appropriate.

 We have revised such amounts to be consistent
throughout Initial Public Filing and the Post Effective Amendment No. 1.

 Management's Discussion and Analysis of Financial Condition and
Results of Operations for the three months ended June 30, 2025 and June 30, 2024, page 48

 5. For the two stores opened in 2025 (North
Hollywood and Glendale), please tell us how you accounted for SaaS contracts during the three and six months ended June 30, 2025. We note
your discussion of monthly SaaS fees on pages 71 and F-11 and on your website.

 We have incorporated to update accounting
for SaaS contractions for the three and nine months ended September 30, 2025 and in the footnotes.

 For the six months ended June 30, 2025 and 2024, page 50

 6. Please revise your discussion of revenue
to more clearly describe and quantify, where possible, changes associated with each product line (for example, sale of physical Smart
Stores separate from product sales at your company-owned store). Refer to Items 303(b) and (c) of Regulation S-K.

 We have updated our discussion of revenue in
Initial Public Filing and the Post Effective Amendment No. 1to more clearly describe such changes in line with Items 303(b) and (c) of
Regulation S-K.

 2

 Security Ownership of Certain Beneficial Owners and Management,
page 62

 7. We note your response to prior comment 24
and reissue in part. 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. In addition, revise to include the holdings of SSO, LLC in the aggregate beneficial ownership
of Shahan Ohanessian and Shoushana Ohanessian. Please also disclose the number of shares outstanding for the purposes of calculating beneficial
ownership percentages. 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 revise to ensure the disclosure
is consistent with the Selling Shareholders disclosure.

 We have amended the beneficial owners table
to include the holdings of SSO, LLC in the aggregate beneficial ownership of Shahan and Shoushana Ohanessian. We note that there are no
other holders having greater than 5% pursuant to Item 403(a).

 Certain Relationships and Related Transactions, page 63

 8. We note that, in August 2025, you entered
into new executive employment agreements with your CEO and President that will go into effect upon effectiveness of this registration
statement. Please revise your subsequent event footnote on page F-22 to disclose the material terms of these agreements. Please also revise
your future outlook discussion on page 47 to quantify, if possible, the impact that these agreements are expected to have on your liquidity
and results of operations in future periods. We note disclosure on page 23 that the agreements contain guaranteed annual cash bonuses
of $3.2 million. Refer to Item 303(b)(2) of Regulation S-K.

 We have revised Initial Public Filing and the
Post Effective Amendment No. 1accordingly:

 ● We
 have expanded our disclosure to describe the material terms of the new employment agreements
 with our Chief Executive Officer and President, including base salary, cash bonus opportunities,
 and equity award provisions. In particular, we clarify that annual cash bonuses are not guaranteed
 but are subject to the availability of surplus cash, Board approval, and the achievement
 of specified conditions. No amounts have been accrued for such bonuses to date. We have also
 disclosed the potential equity awards tied to geographic expansion and performance milestones,
 as well as severance and change-in-control protections.

 ● MD&A
 – Future Outlook): We have revised our disclosure to quantify the potential impact
 of the new agreements on our liquidity and results of operations. Specifically, we note that
 while the agreements contemplate potential aggregate annual cash bonuses of up to $3.2 million,
 payment is contingent and may be deferred until sufficient resources are available. Accordingly,
 the timing and magnitude of any such impact cannot be predicted with certainty. We also disclose
 that the equity award provisions could result in significant dilution if geographic expansion
 or performance milestones are achieved.

 3

 ● Executive
 Compensation Section: We have updated our Executive Compensation disclosure to summarize
 the new employment agreements, including base salary, cash bonus deferral provisions, and
 equity awards. We have also added a cross-reference to the Subsequent Events footnote to
 ensure consistency between the financial statements and compensation disclosure.

 ● Risk
 Factors: We have added a new risk factor describing the potential impact of the cash bonus
 and equity award provisions under the employment agreements, noting that they could increase
 expenses, affect liquidity, and result in dilution to existing stockholders.

 9. Please tell us whether you intend to file
the employment agreement with your named executive officers pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.

 We have included the employment agreements
of our executives as Exhibits 10.3, 10.4, and 10.5.

 10. We note your response to prior comment 25. Please reconcile
your disclosure under this section with your disclosure in Note 5 to the financial statements ("related party stock purchase agreements").

 We have updated our disclosure under this section in Initial Public
Filing and the Post Effective Amendment No. 1

 Experts, page 64

 11. Please fully comply with the disclosure requirements of Item
304 of Regulation S-K. In this regard, pursuant to Item 304(a)(3) of Regulation S-K, you should file as an exhibit to your Form S-1 a
letter from your former accountant addressed to the Commission stating whether it agrees with the statements made in response to
Item 304(a). Refer to Item 11(i) of Form S-1.

 We have included the letter from our former independent accountant
as Exhibit 23.3.

 Business of VenHub and Certain Information About VenHub

 Sales and Marketing, page 70

 12. To help us better understand your Smart
Store arrangements, please revise to address the following:

 ● Explain the circumstances, if any, under which a customer
would be permitted to purchase a Smart Store without also entering into contracts for the purchase of SaaS, maintenance and support,
or licensing fees for intellectual property.

 ● Describe the material terms of your contracts with customers
for SaaS, maintenance and support and licensing fees including cost, duration, as well as the material rights and obligations of both you
and your customer.

 ● Clarify the extent to which you sell licenses, SaaS,
and maintenance and support services to customers that do not have a Smart Store.

 We have revised Initial Public Filing and
the Post Effective Amendment No. 1to clarify the terms of our Smart Store arrangements. Specifically, we have disclosed that:

 ● Smart
Stores and SaaS: Customers are not permitted to purchase a Smart Store without also entering into a SaaS agreement, as our SaaS
platform is essential to the operation of the Smart Store.

 4

 ● Maintenance
& Support: Customers may either enter into a maintenance and support services agreement or, alternatively, elect to request
such services from the Company on an ad hoc, pay-as-needed basis.

 ● Licensing: At
the present time, we do not license our intellectual property separately from Smart Store sales but may consider doing so in the future.

 ● Current
Arrangements: As we continue to refine and scale our early-stage Smart Stores, we are currently providing SaaS and maintenance services
to our initial store owners at no cost.

 In addition, in response to the Staff's
request, we have revised our disclosure to describe the material terms of our SaaS and Maintenance & Support agreements, including
the costs, duration, renewal provisions, and the material rights and obligations of both the Company and our customers. These revisions
are included in Initial Public Filing and the Post Effective Amendment No. 1under "Business of VenHub-Sales and Marketing.

 Conversions and Deposits, page 72

 13. We note your response to prior comment
28. Please revise to clarify the extent to which $65,500 in deposits as of June 30, 2025 represents non-refundable amounts received in
connection with Final Sales Agreements as compared to refundable amounts received in connection with Preorder/Reservation Agreements.

 We have updated this section to Initial Public
Filing and the Post Effective Amendment No. 1.

 Condensed Consolidated Financial Statements

 Condensed Consolidated Statement of Operations, page F-4

 14. We note your response to prior comment
32 and the related revisions to your filing. As previously requested, please revise the column headings throughout your interim financial
statements to clearly distinguish between audited and interim periods.

 We have revised the column headings throughout our interim financial
statements in Initial Public Filing and the Post Effective Amendment No. 1.

 5

 Revenue Recognition, page F-11

 15. We note your response to prior comment
38. Throughout the filing, you describe your Smart Stores as "fully autonomous" and "robotic-operated" convenience
stores that integrate artificial intelligence and smart inventory management systems to provide seamless retail experiences. Please
provide us with a detailed analysis explaining how you considered all of the factors in ASC 606-10-25-19 through 25-22 in determining that
the physical Smart Store and SaaS are both capable of being distinct and are distinct within the context of the contract.

 We have revised the disclosure in Initial Public
Filing and the Post Effective Amendment No. 1to provide additional details regarding our analysis under ASC 606-10-25-19 through 25-22.
Specifically, we have disclosed that:

 ● The Smart
Store hardware and the SaaS platform are each capable of being distinct; however, we have determined that SaaS is essential
to the full functionality of the Smart Store and therefore is a distinct performance obligation in the context of the contract.

 ● At
this stage of operations, we have not charged our initial store customers for SaaS or maintenance services, as these services are being
provided free of charge while we refine our technology and business model. As such, no revenue related to SaaS has been recognized to
date.

 ● We
expect to begin charging for SaaS arrangements in the future, at which point SaaS revenue will be recognized over the contractual service
period, separate from Smart Store hardware revenue, which is recognized at the point in time when control transfers to the customer.

 ● We
have revised our revenue recognition disclosures accordingly in Initial Public Filing and the Post Effective Amendment No. 1, including
a discussion of our evaluation under ASC 606-10-25-19 through 25-22 and our current and expected future treatment of SaaS arrangements.

 Related Party Transactions, page F-16

 16. We note your response to prior comment
40 and your revisions on page 63. Please clearly disclose in your financial statement footnotes that the CEO and President of the Company
are married to each other. Refer to ASC 850-10-50-1 and revise accordingly.

 We have updated to disclose the relationship between the CEO and
President of the Company in line with ASC 850-10-50-1 in Initial Public Filing and the Post Effective Amendment No. 1.

 Recent Sales of Unregistered Securities, page II-1

 17. We note your response to prior comment
47 but note that your disclosure did not address the entirety of the comment. Please provide all the information required by Item
701 of Regulation S-K for all securities sold by the company within the past three years that were not registered under the Securities
Act, including the date(s) of sale, the title and the dollar amount of securities sold in reliance on Regulation Crowdfunding. Please
also ensure that you include the units sold on June 27, 2025; convertible notes executed on August 16, 2024, December 2, 2024 and February
14, 2025; and any other securities sold in the past three years.

 We have updated and expanded our description
of unregistered sales of securities in compliance with Item 701 of Regulation S-K.

 6

 General

 18. Your disclosure regard