SecProbe.io

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

September 23, 2025
Shahan Ohanessian
Chief Executive Officer
VenHub Global, Inc.
518 S. Fair Oaks Ave
Pasadena, CA
Re:VenHub Global, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 9, 2025
CIK No. 0001972234
Dear Shahan Ohanessian:
            We have reviewed your amended 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 and non-public draft submissions 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. Unless we note otherwise, any references to prior comments are to comments in
our August 7, 2025 letter.
Amendment No. 1 to Draft Registration Statement submitted September 9, 2025
Table of Contents, page i
1.Your section entitled "Selling Shareholders" is not listed in your Table of
Contents. Please revise accordingly.
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 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 3.

September 23, 2025
Page 2
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.
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.
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.
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.
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.
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.

September 23, 2025
Page 3
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.
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").
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.
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.
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.
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.

September 23, 2025
Page 4
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.
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.
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.
General
18.Your disclosure regarding when the Series A Preferred Stock will convert into shares
of common stock is still inconsistent throughout the filing. For example, you disclose
on the cover that the Series A Preferred Stock will convert “upon Nasdaq listing,” but
disclose on page 17 states that they will convert "on or about September 30, 2025."
Please revise or advise.
19.We note your response to prior comment 50 and reissue in part. Please disclose the
percentage that shares held by selling shareholders represents of all restricted shares
outstanding and the number of shares not being registered that may be freely sold
upon effectiveness of the registration statement.
20.We reissue prior comment 51. We note that you have applied to list your shares on the
Nasdaq Global Market. Please tell us the direct listing standard you intend to rely
upon in listing your common stock and specifically confirm whether and how you
meet each of the quantitative requirements. If you do not meet such quantitative
requirements, please explain how you expect to do so. For example, if you plan to
conduct a reverse stock split contemporaneously with this offering, you should
include disclosure highlighting this anticipated step and the possible negative effects
to shareholders of doing so. Also, please revise to include a risk factor that discusses
the risks associated with your ability to meet such quantitative requirements and any
related risks to your shareholders.

September 23, 2025
Page 5
            Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Larry Spirgel at 202-551-3815 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:William Eilers

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.