VenHub Global, Inc. 10-Q/A

ITEM 1. FINANCIAL STATEMENTS VENHUB GLOBAL INC. INDEX Report of Independent Registered Public Accounting Firm PCAOB ID: 6797 F-1 Condensed consolidated balance sheets as of September 30, 2025 (unaudited), and December 31, 2024 (audited) F-2 Condensed consolidated statements of operations for the three and nine months ended September 30, 2025 (unaudited), and September 30, 2024 (unaudited) F-3 Condensed consolidated statements of stockholders’ deficit for three and nine months ended September 30, 2025 (unaudited), and September 30, 2024 (unaudited) F-4 - F-5 Condensed consolidated statements of cash flows for the nine months ended September 30, 2025 (unaudited), and September 30, 2024 (unaudited) F-6 Notes to condensed consolidated financial statements (unaudited) F-7 - F-22 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of VenHub Global, Inc. Results of Review of Interim Financial Information We have reviewed the balance sheet of VenHub Global, Inc. (the Company) as of September 30, 2025, and the related statements of operations, stockholder’s deficit, and cash flows for the periods then ended, and the related notes (collectively referred to as the interim financial statements). Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s operating losses, working capital deficit and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Review Results These interim financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the Company’s auditor since 2025. /s/ Bush & Associates CPA, LLC Bush & Associates CPA, LLC (PCAOB 6797) Henderson, Nevada December 12, 2025 F-1 VENHUB GLOBAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2025 December 31, 2024 (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents $ 1,340,186 $ 1,352,892 Inventory 1,442,605 900,543 Deferred offering cost - 88,704 Prepaid expenses 175,330 33,707 Total current assets: 2,958,121 2,375,846 Non-current assets: Security deposit 73,074 16,074 Property and equipment, net 701,633 109,664 Right of use asset 879,541 188,918 Total non-current assets: 1,654,248 314,656 Total assets: $ 4,612,369 $ 2,690,502 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 739,742 491,868 Interest payable - current 66,708 - Sales tax payable 26,165 - Customer deposits 164,145 - Current operating lease liability 174,254 174,254 Deferrred revenue 1,500,000 137,895 Accrued payroll and compensation 1,695,966 1,678,466 Total current labilities: 4,366,980 2,482,483 Noncurrent liabilities: Interest payable 37,778 65,889 Right of use liability 877,821 269,761 Promissory note 2,500,000 - Convertible debt at fair value 4,537,552 3,542,797 Total noncurrent liabilities: 7,953,151 3,878,447 Total liabilities: 12,320,131 6,360,930 Commitments and contingencies: (note 3 and 7) Stockholders’ deficit: Preferred Stock A - $ 0.001 par value; 100,000 shares authorized; 100,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024 100 100 Preferred Stock B- $ 0.001 par value; 20,000,000 shares authorized; 675,015 shares issued and outstanding as of September 30, 2025 and 593,742 as of December 31, 2024 675 594 Common stock - $ 0.001 par value; 100,000,000 shares authorized; 36,279,355 shares issued and outstanding as of September 30, 2025 and 26,500,959 as of December 31, 2024 36,279 26,501 Additional paid-in capital 61,252,165 16,071,724 Accumulated deficit ( 68,996,981 ) ( 19,769,347 ) Total stockholders’ deficit: ( 7,707,762 ) ( 3,670,428 ) TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT: $ 4,612,369 $ 2,690,502 The accompanying notes are an integral part of these condensed consolidated financial statements. F-2 VENHUB GLOBAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended September 30, For the Nine Months Ended September 30, 2025 2024 2025 2024 (Unaudited) (Unaudited) ( Unaudited ) (Unaudited) Revenue Store sales $ 250,000 $ - $ 750,000 $ - Product sales 45,357 - 58,972 - Total revenue 295,357 - 808,972 - Cost of goods sold Store costs 190,390 - 513,778 Product costs 29,549 - 36,378 - Total cost of goods sold 219,939 - 550,156 - Gross profit 75,418 - 258,816 - Operating expenses General and administrative expenses 18,832,805 1,466,728 29,245,469 6,036,913 Payroll and compensation 317,500 317,500 952,500 952,500 Research and development 93,438 286,121 525,809 615,894 Total operating expenses 19,243,743 2,070,349 30,723,778 7,605,307 (Loss) income from operations ( 19,168,325 ) ( 2,070,349 ) ( 30,464,962 ) ( 7,605,307 ) Other expenses Settlement expense - - 18,288,430 - Interest expense 167,896 60,000 395,929 60,000 Change in fair value of convertible debt 12,899 38,336 78,313 38,336 Total other expenses 180,795 98,336 18,762,672 98,336 Income tax provision - - - - Net loss ( 19,349,120 ) ( 2,168,685 ) ( 49,227,634 ) ( 7,703,643 ) Loss per share Basic and diluted $ ( 0.54 ) $ ( 0.08 ) $ ( 1.58 ) $ ( 0.30 ) Weighted average common shares outstanding Basic and diluted 35,625,650 26,232,597 31,058,747 25,858,767 The accompanying notes are an integral part of these condensed consolidated financial statements. F-3 VENHUB GLOBAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 (UNAUDITED) Common Stock Preferred Stock A Preferred Stock B Additional Total Number of Shares Amount Number of shares Amount Number of shares Amount Paid-In Capital Accumulated Deficit Stockholders’ Deficit Beginning, January 31, 2024 24,454,000 $ 24,454 100,000 $ 100 317,677 $ 318 $ 9,492,015 $ ( 10,376,645 ) $ ( 859,758 ) Issuance of preferred stock A - - - - - - - - - Issuance of common stock 1,317,999 1,317 - - - - 2,899,598 - 2,900,915 Issuance of preferred stock B, crowdfunding - - - - 95,322 95 566,339 - 566,434 Stock purchase agreement - - - - - - 35,000 35,000 Net loss - - - - - - - ( 3,804,013 ) ( 3,804,013 ) Ending March 31, 2024 25,771,999 $ 25,771 100,000 $ 100 412,999 $ 413 $ 12,992,952 $ ( 14,180,658 ) $ ( 1,161,422 ) Issuance of common stock 223,261 223 - - - - 491,174 - 491,397 Stock purchase agreement 35,524 36 - - - - 200,000 - 200,036 Issuance of preferred stock B, crowdfunding - - - - 98,472 98 568,265 - 568,363 Net loss - - - - - - - ( 1,730,945 ) ( 1,730,945 ) Ending June 30, 2024 26,030,784 $ 26,030 100,000 $ 100 511,471 $ 511 $ 14,252,391 $ ( 15,911,603 ) $ ( 1,632,571 ) Issuance of common stock 373,654 374 - - - - 822,037 - 822,411 Stock purchase agreement 30,211 30 - - - - 300,000 - 300,030 Issuance of preferred stock B, crowdfunding - - - - 75,653 76 347,638 - 347,714 Net loss - - - - - - - ( 2,168,685 ) ( 2,168,685 ) Ending September 30, 2024 26,434,649 26,434 100,000 100 587,124 587 15,722,066 ( 18,080,288 ) ( 2,331,101 ) The accompanying notes are an integral part of these condensed consolidated financial statements. F-4 VENHUB GLOBAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED) Common Stock Preferred Stock A Preferred Stock B Additional Total Number of Shares Amount Number of shares Amount Number of shares Amount Paid-In Capital Accumulated Deficit Stockholders’ Deficit Beginning, January 1, 2025 26,500,959 $ 26,501 100,000 $ 100 593,742 $ 594 $ 16,071,724 $ ( 19,769,347 ) $ ( 3,670,428 ) Issuance of common stock 1,668,662 1,668 - - - - 7,607,431 - 7,609,099 Issuance of preferred stock B, crowdfunding - - - - 10,974 11 102,690 - 102,701 Net loss - - - - - - - ( 9,348,875 ) ( 9,348,875 ) Ending March 31, 2025 28,169,621 $ 28,169 100,000 $ 100 604,716 $ 605 $ 23,781,845 $ ( 29,118,222 ) $ ( 5,307,503 ) Issuance of common stock 66,785 67 - - - - 304,473 - 304,540 Settlement shares 3,462,375 3,462 - - - - 15,784,968 - 15,788,430 Issuance of common stock - warrants 810,324 811 - - - - 3,499,189 3,500,000 Issuance of preferred stock B, crowdfunding - - - - 11,555 11 118,338 - 118,349 Net loss - - - - - - - ( 20,529,639 ) ( 20,529,639 ) Ending June 30, 2025 32,509,105 $ 32,509 100,000 $ 100 616,271 $ 616 $ 43,488,813 $ ( 49,647,861 ) $ ( 6,125,823 ) Issuance of common stock 3,770,250 3,770 - - - - 17,188,570 - 17,192,340 Issuance of preferred stock B, crowdfunding - - - - 58,744 59 574,782 - 574,841 Net loss - - - - - - - ( 19,349,120 ) ( 19,349,120 ) Ending September 30, 2025 36,279,355 $ 36,279 100,000 $ 100 675,015 $ 675 $ 61,252,165 $ ( 68,996,981 ) $ ( 7,707,762 ) The accompanying notes are an integral part of these condensed consolidated financial statements. F-5 VENHUB GLOBAL INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2025 2024 (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) from continuing operations $ ( 49,227,634 ) $ ( 7,703,643 ) Adjustments to reconcile net loss to net cash used in operating activities: Settlement expense 18,288,430 - Share based compensation 25,105,979 4,212,809 Depreciation expense 64,612 34,725 Amortization of debt issuance costs - 50,000 Unrealized loss on convertible debt 78,313 38,336 Change in operating assets and liabilities: Inventory ( 542,062 ) - Paid in kind interest expense 266,442 - Interest payable 38,597 10,000 Prepaid expenses ( 141,623 ) ( 36,717 ) Deferred revenue 1,362,105 81,000 Customer deposits 164,145 - Security deposit ( 57,000 ) - Change in operating right of use asset ( 690,623 ) 54,291 Change in operating right of use liability 608,060 ( 125,258 ) Accounts payable and accrued expenses 247,874 111,717 Sales tax payable 26,165 - Accrued payroll and compensation 17,500 881,800 Net cash (used) in operating activities ( 4,390,720 ) ( 2,390,940 ) CASH FLOWS FROM INVESTING ACTIVITIES Property and equipment, net ( 656,581 ) - Property and equipment, net - - Net cash (used) in investing activities ( 656,581 ) - CASH FLOWS FROM FINANCING ACTIVITIES Payment of deferred offering cost 88,704 - Proceeds from crowdfunding 795,891 1,482,242 Proceeds from convertible debt, net 650,000 950,000 Proceeds from common stock issuance - 535,000 Proceeds from warrant issuance 3,500,000 - Proceeds from related party notes - ( 26,844 ) Net cash provided by financing activities 5,034,595 2,940,398 Net (decrease) increase in cash and cash equivalents ( 12,706 ) 549,458 Cash and cash equivalents, beginning of period 1,352,892 46,760 Cash and cash equivalents, end of period $ 1,340,186 $ 596,218 The accompanying notes are an integral part of these condensed consolidated financial statements. F-6 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 1. ORGANIZATION AND LINE OF BUSINESS VenHub, Global Inc. (which may be referred to as the “Company”, “we,” “us,” or “our” doing business as Venhub) was registered in Wyoming on January 31, 2023 , as Autonomous Solutions Inc. On August 15, 2024, the Company redomiciled from Wyoming to Delaware and also renamed the Company to VenHub Global, Inc. (“VenHub”). The Company is a business-to-business operation that provides an innovative approach to the retail industry, specifically in the convenance store sector. VenHub is a fully autonomous and robotic-operated store that utilizes advanced technologies such as artificial intelligence (AI) and smart inventory management systems to offer a seamless shopping experience for customers. On September 16, 2024, the Company created three wholly owned subsidiary limited liability companies: VenHub, LLC to manage manufacturing, assembly and installation of units. VenHub, Services LLC to provide software-as-a-service (SaaS) and ongoing maintenance services. VenHub IP, LLC to hold and manage the Company’s intellectual property. VenHub Stores, LLC was incorporated in Nevada on June 4, 2025, as the fourth subsidiary and is designed to focus on ownership of Company-owned stores. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or any other interim period or for any other future year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the period ended December 31, 2024, included in the Company’s 2024 Annual Report filed within the Form C. Going Concern As of September 30, 2025, the Company has sold three stores and assembled one Company owned store which was operational on June 6, 2025 Since its inception, the Company has experienced recurring losses and, as of September 30, 2025, reported a working capital deficit of $ 1,408,859 and negative cash flows from operating activities for the nine-month period then ended. These matters raise substantial doubt about the Company’s ability to continue as a going concern. During the next twelve months, the Company intends to fund its operations with funds from revenue producing activities by fulfilling the pre order list along with exploring both additional equity and debt financing. If the Company cannot secure additional short-term capital, it may cease operations. These financial statements and related notes thereto do not include any adjustments that might result from these uncertainties. F-7 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 Inventory Inventories are stated at the lower of cost or estimated realizable value. The Company determines the cost of inventory using the first-in, first-out, or FIFO, method. The Company capitalizes inventory costs associated with the Company’s product based on management’s judgment, future commercialization is considered probable, and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. The following table illustrates inventory as of September 30, 2025, and December 31, 2024: September 30, 2025 December 31, 2024 Raw material 1,442,605 751,574 Work in progress - 148,969 Inventory $ 1,442,605 $ 900,543 Inventory consists primarily of raw materials, purchased components, subassemblies, and robotic units. Work in process includes partially assembled robotic systems and artificial intelligence hardware integrated with proprietary software that are in various stages of completion. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term. Significant estimates used in the preparation of the accompanying financial statements include recording of convertible notes, depreciation and amortization based on estimated useful lives of property and equipment and the fair value of shares issued for compensation. Risks and Uncertainties The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Management’s estimates and assumptions include, but are not limited to, estimating the fair value of consideration of acquisitions, the accounting for business combinations and allocating purchase price, valuation and estimating the useful life of identifiable intangible assets, valuation of goodwill, estimates used for forecast in business combinations, allowance for credit losses, financial instruments recorded at a fair value on a recurring basis, revenue recognition from store and product sales, collectability of accounts receivable and loans receivable, valuation of convertible note payable, fair value of consideration transferred for equity method investments and joint ventures, fair value of assets and liabilities assumed in acquisitions, valuation of stock-based awards, salvage values and estimated useful lives of property and equipment, valuation of deferred taxes and uncertain tax positions, valuation of common stock and warrant liabilities, and other assumptions used to measure stock-based compensation, calculation of incremental borrowing rate, and estimates for transfers of investments and valuation of assets. Management’s estimates and assumptions are derived from and are continually evaluated based upon available information, judgment, and experience. Cost of Goods Sold Cost of Goods Sold (COGS) includes the purchase price of inventory, inbound freight, packaging materials, and costs associated with product assembly or customization. COGS is recorded at the time revenue is recognized, which typically coincides with the transfer of control of goods to the customer. For service-based revenue streams, Cost of Goods Sold includes contractor and related expenses for customer support and implementation teams, third-party hosting and infrastructure costs, software license fees, and depreciation of systems used to deliver services. F-8 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 Concentration of Credit Risk The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be credit worthy. The Federal Deposit Insurance Corporation insures balances up to $ 250,000 . At times, the Company may maintain balances in excess of the federally insured limits. As of September 30, 2025, the Company has one bank account with $ 1,090,186 more than the federally insured limit. At December 31, 2024 the Company had $ 1,102,892 more than the federally insured limit. Cash and Cash Equivalents The Company considers short-term, highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of September 30, 2025, the Company had $ 1,340,186 cash on hand and no cash equivalents. At December 31, 2024, the Company had $ 1,352,892 of cash on hand and no cash equivalents. Intercompany Transactions The Company engages in transactions with its subsidiaries and other related entities as part of its normal business operations. These transactions are conducted on terms and conditions that are similar to those with third parties and are eliminated in preparing the consolidated financial statements. Property and Equipment Property and equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed as incurred. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the balance sheet accounts and the resultant gain or loss is reflected in income. As of September 30, 2025, the Company had $ 701,633 of property and equipment, net. The Company had $ 109,664 of property and equipment, net at December 31, 2024. Depreciation is provided using the straight-line method, based on useful lives of the assets, which the Company estimates is 5 years. The Company’s property and equipment is comprised of machinery and equipment and leasehold improvements whose useful life is the lesser of the remaining lease term or estimated useful life. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized as equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. The Company had no impairment as of September 30, 2025. The Company capitalizes the costs of constructing and preparing company-owned retail stores and display centers for their intended use. Capitalized costs include expenditures directly attributable to the acquisition, construction, and development of store locations, such as leasehold improvements, construction costs, architectural and design fees, furniture, fixtures, and equipment. Internal payroll and related costs that are directly associated with store development activities are also capitalized. Once a store or display is placed into service, the assets are depreciated on a straight-line basis over their estimated useful lives, which generally range from five to seven years for furniture, fixtures, and equipment, and over the shorter of the useful life or lease term for leasehold improvements. Routine maintenance and repair costs are expensed as incurred. If indicators of impairment are present, the Company evaluates company-owned stores or display centers for recoverability by comparing the carrying amount of the store assets to the estimated future undiscounted cash flows expected to be generated. If the carrying value exceeds expected cash flows, an impairment charge is recognized equal to the amount by which the carrying value exceeds fair value. F-9 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 As of September 30, 2025, the net book value of capitalized company-owned store and display assets was $ 362,082 , which is included in “Property and Equipment, net” on the consolidated balance sheets. There was $ 18,104 depreciation expense related to company-owned store assets/display centers for the three and nine months ended September 30, 2025 and no depreciation expense for the three and nine months ended September 30, 2024. Depreciation expense for the three and nine months ended September 30, 2025, were $ 40,314 and $ 64,612 respectively. For the three and nine months ended September 30, 2024, depreciation expense was $ 11,575 and $ 34,725 respectively. Deferred Revenue Deferred revenue is a liability on the Company’s balance sheet that represents payment for preorders of the Company’s stores and for store sale not yet in production. Deferred revenue is recognized as earned revenue on the income statement as the good or service is delivered to the customer. Customer Deposits Customer deposits are recorded as a liability on the condensed consolidated balance sheets, as the Company has not yet transferred control of the promised goods or services to the customer in accordance with ASC 606, Revenue from Contracts with Customers. Upon satisfaction of the related performance obligations, these amounts will be recognized as revenue. Customer deposits are refundable until the underlying order is fulfilled. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date. Fair value should be based on assumptions market participants would use when pricing an asset. U.S. GAAP provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Assets and liabilities that are required to be recorded at fair value on the balance sheet are categorized based on the inputs to valuation techniques as follows: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. Refer to Note 11 for liabilities measured at fair value at September 30, 2025, and December 31, 2024. F-10 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts (“ASC 606”) using the 5 step process: 1) Identify the contract with a customer. 2) Identify the performance obligations in the contract. 3) Determine the transaction price. 4) Allocate the transaction price. 5) Recognize revenue when the entity satisfies a performance obligation. The Company’s primary sources of revenue are from the sale of Smart Stores and, once fully commercialized, recurring subscription fees for its SaaS platform and related maintenance and support services. Smart Stores A Smart Store includes embedded software and robotics that enable core operational functionality upon installation. Revenue from the sale of Smart Stores is recognized at a point in time, generally upon delivery when control of the Smart Store transfers to the customer. While customers typically enter into a SaaS subscription agreement in connection with the purchase of a Smart Store, the Smart Store itself is capable of operating without activation of the Company’s SaaS platform. SaaS Services The Company’s SaaS platform will provide customers with cloud-based inventory management, artificial intelligence–driven personalization, and autonomous operating functionality. The Company has concluded that SaaS services are a distinct performance obligation within the context of the contract. Because SaaS subscription fees are temporarily waived for initial deployments and the enhanced cloud-based SaaS functionality has not yet been activated, the Company has not recognized any SaaS revenue to date. Once commercially activated, SaaS revenues will be recognized ratably over the subscription period. The Company has granted a temporary commercial waiver of SaaS consideration for up to twelve months for initial deployments and during this period the Company will not provide enhanced cloud-based functionality. Introductory SaaS Concession Program For its initial Smart Store deployments, the Company granted customers a temporary commercial waiver of SaaS subscription fees for up to twelve (12) months. During this introductory period, the Company has not activated the enhanced cloud-based SaaS functionality contemplated under the SaaS agreement, and the transaction price allocated to SaaS is therefore $0, consistent with ASC 606-10-32-2, 32-11, and 32-28. As a result, no SaaS revenue has been recognized for the periods presented. This introductory waiver applies only to SaaS services. Maintenance services require a separate contract and were not contracted for or billed, and accordingly no maintenance revenue has been recognized. Maintenance and Support Services Customers may elect to enter into maintenance and support agreements or alternatively request services from the Company on an ad hoc, pay-as-needed basis. Maintenance and support services, when provided under a contractual arrangement, are accounted for as a separate performance obligation and recognized ratably over the term of the contract. Maintenance services were not contracted for in connection with initial Smart Store deployments, and therefore no maintenance revenue was recognized for the periods presented. Licensing of Intellectual Property At present, the Company does not license its intellectual property separately from Smart Store sales. Should the Company enter into licensing arrangements in the future, such arrangements will be evaluated to determine whether they provide a right to use or a right to access the Company’s intellectual property and revenue will be recognized accordingly. F-11 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 The Company’s evaluation under ASC 606-10-25-19 through 25-22 determined that Smart Store’s and the SaaS platform are each capable of being distinct, as they are not highly interdependent nor do they represent a single combined output. As each contract is distinct from each other and stand alone, the Company has determined that each is a separate performance obligation and not bundled together. As noted above, the Company has not recognized revenue for SaaS services for the periods presented as the SaaS platform has not been commercially deployed. The Company expects to provide these services in the future and will recognize revenue over the service period in accordance with ASC 606. As noted above, the Company has not recognized revenue for maintenance services for the periods presented because such services were provided free of charge. Revenue is recognized at a point in time or over time, depending on the nature of the performance obligation. The Company evaluated its contractual arrangements under ASC 606-10-25-19 through 25-22 and concluded that (i) Smart Store hardware, (ii) SaaS subscription services, and (iii) maintenance services each represent separate performance obligations. The Smart Store operates independently without SaaS activation, SaaS does not significantly modify or customize the hardware, and the promises are not highly interdependent or interrelated. Accordingly, Smart Store revenue is recognized at a point in time, while SaaS and maintenance revenues, once activated or contracted, will be recognized over time. For product sales, revenue is typically recognized at the point in time when control is transferred, which generally occurs upon shipment or delivery, depending on the terms of the contract. The Company disaggregates revenue based on the nature of the goods or services, geographical region, and timing of revenue recognition, as presented below: Three Months Ended September 30, 2025 Revenue Category Timing of Recognition Revenue Store Sales Point in Time $ 250,000 Product Sales Point in Time $ 45,357 SaaS Revenue Over Time $ - Maintenance Revenue Over Time $ - Total $ 295,357 Nine Months Ended September 30, 2025 Revenue Category Timing of Recognition Revenue Store Sales Point in Time $ 750,000 Product Sales Point in Time $ 58,972 SaaS Revenue Over Time $ - Maintenance Revenue Over Time $ - Total $ 808,972 There was no revenue for the three and nine months ended September 30, 2024. Organizational Costs In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fee, and costs of incorporation, are expensed as incurred. Advertising The Company expenses advertising costs as they are incurred. All advertising expenses are in relation to the Company’s crowdfunding efforts (see Note 6). The Company incurred $ 237,531 and $ 248,626 in advertising expense for the three months ended September 30, 2025, and 2024, respectively. The Company incurred $ 641,894 and $ 730,226 advertising expense for the nine months ended September 30, 2025 and 2024, respectively F-12 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 Research and Development Research and development costs are charged to operations when incurred and are included in operating expenses. All research and development costs relate to developing our smart store technology. Costs incurred for the three months ended September 30, 2025, and 2024, were $ 93,438 and $ 286,121 respectively. For the nine months ended September 30, 2025, and 2024 costs incurred were $ 525,809 and $ 615,894 respectively. The Company met the criteria for capitalization of costs related to products to be sold at the beginning of the fourth quarter of 2024. The smart store is ready for commercial production which is supported by conclusive design approvals, market testing, and validated production processes. Subsequent costs incurred to set up production and the transition to a commercial production phase began resulting in capitalization of product costs, rather than expensing them as research and development. See our inventory accounting policy for further information. Share-Based Compensation The Company recognizes expense for its share-based compensation based on the fair value of the awards at the time they are granted. For the purposes of estimating share-based compensation expense for these awards, the Company estimates the fair value of common stock issued at or near the date of grant using a combination of an income approach and a market approach under Section 409A of the United States Internal Revenue Code. Share-based compensation is included in general and administrative expenses. Refer to Note 8 for more information. Convertible Notes The Company has elected to account for all of its convertible notes using the fair value option in accordance with ASC 825. Management has made this election in order to combine the accounting for the embedded derivative features created by the contingent call and put options within the Notes. The aggregate unpaid principal balance of the 2024 and 2025 Notes is $ 4,000,000 . The Company has recognized $ 12,899 and $ 78,313 in change in fair value of convertible debt associated with instrument-specific credit risk for the three and nine months ended September 30, 2025. There was $ 38,336 of change in fair value of convertible debt associated with instrument-specific credit risk for the three and nine months ended September 30, 2024. The fair value of the notes is determined based a combination of changes in the federal funds rate, as well as a Black Scholes model for the embedded derivative and is classified as level 3 within the fair value hierarchy. The fair value of the Convertible Notes may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of these liabilities. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. On August 15, 2025, per the terms of the convertible notes the Company has capitalized previously expensed interest to the carrying value of the convertible notes on the balance sheet in the amount of $ 266,442 . Based on the Company’s election of the fair value option, debt issuance costs of $ 100,000 were expensed immediately as part of interest expense. For more information, refer to Note 10 and Note 11. Software Development Costs The Company accounts for costs of computer software to be sold, leased, or otherwise marketed in accordance with ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed . Software development costs incurred prior to the establishment of technological feasibility are expensed as incurred. Once technological feasibility is established, costs incurred in the development of the product are capitalized until the product is available for general release to customers. Capitalized software costs are amortized over the estimated economic life of the related product, which generally ranges from five to seven years, using the greater of (i) the ratio of current period revenues to the total of current and anticipated future revenues for the product or (ii) the straight-line method. The Company evaluates capitalized software costs for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. F-13 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 As of September 30, 2025, capitalized software development costs totaled $ 229,691 , which is incorporated in Property Plant and Equipment, net. There was $ 9,695 of amortization for the three or nine months ended September 30, 2025 and no amortization for the three and nine months ended September 30, 2024. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires annual and interim disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), the disclosure and description of other segment items, the inclusion of all current annual disclosures about a reportable segment in interim periods, allows for disclosure of multiple measures of a reportable segment’s profit or loss, requires disclosure of the CODM’s title and position, and requires a description of how the CODM uses reported measures in assessing the performance of reportable segments and in making decisions pertaining to allocation of resources. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this standard. See Note 13 for further information. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires the annual disclosure of specific categories in the rate reconciliation and additional information for the reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. The Company has assessed the implications of this ASU and determined that it does not materially affect the financial statements. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, that requires disclosures of disaggregated information about certain prescribed expense categories within relevant income statement expense captions. This standard is effective for annual reporting of fiscal years beginning after December 15, 2026, and for interim periods in the following year, with early adoption permitted. This standard should be applied prospectively, with retrospective application permitted. In January 2025 the FASB issued ASU 2025-01, which revised the effective date to December 15, 2027. We are currently evaluating the impact of adopting this standard on our disclosures. In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarify the requirements related to accounting for the settlement of a debt as an induced conversion. ASU 2024-04 is intended to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20 for convertible debt instruments with cash conversion features and debt instruments that are not currently convertible. ASU 2024-04 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of this ASU on our financial statements and disclosures. 3. SETTLEMENT AGREEMENT On May 16, 2025, the Company entered into a settlement agreement with Target Global Acquisition I Corp. Pursuant to the Settlement and Release Agreement, the Parties mutually agreed to terminate the Agreement and Plan of Merger, by and among Venhub and TGAA Parties, dated as of December 2, 2024. On May 21, 2025, the full Settlement Consideration was delivered, and the Business Combination Agreement, terminated in accordance with their terms (subject to the survival of certain confidentiality provisions). As consideration for the termination, the Parties agreed to the following consideration to be provided to TGAA: ● $ 225,000 in cash; F-14 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 ● A secured promissory note in an amount equal to $ 2,500,000 with a 4 % annual interest rate compounding semi-annually with a maturity date of May 16, 2030 ● 3,462,375 shares of Venhub common stock. The Company recognized the loss under ASC 450-20-25-2 as an estimated loss from a loss contingency shall be accrued by a charge to income if both of the following conditions are met: Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. Events of default: if there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Holder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under subsection (i) or (ii) below), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an “Event of Default”: (i) any Borrower files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; (ii) an involuntary petition is filed against any Borrower (unless such petition is dismissed or discharged within 45 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of such Borrower); (iii) (a) the security interest created by this Note shall at any time fail to constitute a valid security interest on all of the Collateral (as defined below) purported to be encumbered hereby or (b) any Borrower challenges the validity of the security interest created by this Note; (iv) the Borrowers fail to make any payments when due and payable under this Note that continues for more than 5 business days; (v) the Borrowers fail to satisfy any covenant, obligation or other requirement (A) under Sections 3(d), (f), (g) and (h) of this Note or (B) otherwise under this Note or any agreements related thereto that, with respect to this clause (B), is not cured within 30 days of notice or the Borrowers’ knowledge; (vi) any representation or warranty made by the Borrowers pursuant to this Note shall prove to be incorrect, false or misleading; or (vii) the occurrence of an “event of default” or similar event with respect to any other debt of the Borrowers in excess of $750,000 that permits the lenders or holders of such debt to accelerate the amounts due and payable thereunder; provided that if such “event of default” or similar event is cured or waived within 30 days after the occurrence thereof, and the lenders or holders thereof have not accelerated the amounts due and payable thereunder, the corresponding Event of Default pursuant to this clause shall be automatically deemed cured. Upon any declaration of acceleration, the Maturity Date shall be deemed to be the date of such acceleration and the principal and interest under this Note shall become immediately due and payable and the Holder shall be entitled to exercise all of its rights and remedies hereunder, under applicable law, and as provided for under this Note, whether at law or in equity. The failure of the Holder to declare this Note due and payable upon the occurrence and during the continuation of an Event of Default shall not be a waiver of its right to do so, and the Holder shall retain the right to declare this Note due and payable. See Note 7 for lease commitments. F-15 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 4. SHARE CAPITAL On November 26, 2024, the Company amended its certificate of incorporation such that Class A Preferred conversion ratio was changed from 1000/1 to 379.35029/1 per share. 5. RELATED PARTY TRANSACTIONS The Company’s Chief Executive Officer and the Company’s President, are married. The marital relationship between these two executive officers represents a related-party relationship under ASC 850-10-50-1. While both individuals serve in executive leadership positions, all compensation with each officer has been approved by the Company’s Board of Directors, excluding the related parties, to ensure such arrangements are on terms deemed reasonable and consistent with arms-length practices. No additional related-party transactions between the Chief Executive Officer, the President, and the Company were identified beyond their normal compensation arrangements disclosed elsewhere in these consolidated financial statements. On July 10, 2025 the Chief Executive Officer loaned the Company $ 200,000 . On July 21, 2025 the loan was repaid. As of September 30, 2025, the Chief Executive Officer had $ 703,333 , the President $ 897,633 and the Chief Financial Officer $ 95,000 , respectively, in accrued compensation that they have voluntarily deferred until future periods. Payments of $ 200,000 $ 60,000 and $ 44,000 were made to the Chief Executive Officer, President and Chief Financial Officer respectively for the three months ended September 30, 2025. For the nine months ended September 30, 2025 payments of $ 200,000 , $ 255,000 and $ 80,000 were made to the Chief Executive Officer, President and Chief Financial Officer respectively. At December 31, 2024, the Chief Executive Officer had $ 872,083 , the President $ 721,383 and the Chief Financial Officer $ 85,000 , respectively, in accrued compensation that they have voluntarily deferred until future periods. For the three and nine months ended September 30. 2024 payments of $ 15,700 and $ 10,000 were made to the Chief Executive Officer and President. 6. CROWDFUNDING OFFERING The Company concluded its offering (the “Crowdfunded Offering”) for up to $ 5,000,000 of Preferred Stock B class shares on September 3, 2025. The Company achieved the minimum raise as of September 30, 2025. There were 58,744 and 81,273 shares issued at $ 9.94 a share for the three and nine months ended September 30, 2025, totaling net proceeds of $ 574,841 and $ 795,891 . The Company issued a total of 75,653 and 269,447 shares for the three and nine months ended September 30, 2024, at $ 9.94 and $ 5.93 a share for net proceeds of $ 347,638 and $ 1,482,242 respectively related to the crowdfunding. At conclusion of the crowdfunding there was a total of 675,015 shares issued for total net proceeds of $ 2,735,671 . 7. LEASES Operating Leases For leases with a term of 12 months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities, and we recognize lease expense for such leases on a straight-line basis over the lease term. On August 7, 2023, the Company signed a lease for new office space in Pasadena, which has a fixed 3 % increase annually expiring in April 2027. On April 10, 2025, the Company signed a lease for new office space in Las Vegas, which is a triple net lease expiring in April 2027 with two option renewal periods totaling up to four additional years that the Company is likely subsequently to exercise. F-16 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 The Company analyzed these leases and determined that these agreement meet the definition of a lease under ASU 842, Leases, as it provides management with the exclusive right to direct the use of and obtain substantially all of the economic benefits from the identified leased asset, which is the office space and showroom. Management also analyzed the terms of these arrangements and concluded they should be classified as an operating lease, as none of the criteria were met for finance lease classification. As there was only one identified asset, no allocation of the lease payments was deemed necessary. Management did not incur any initial direct costs associated with this lease. Per review of the lease agreements, there was no variable terms identified and there is no implicit rate stated. Therefore, the Company determined the present value of the future minimum lease payments based on the incremental borrowing rate of the Company. The incremental borrowing rate was determined to be 8.5 %, as this is the rate which represents the incremental borrowing rate for the Company, on a collateralized basis, in a similar economic environment with similar payment terms. On February 11, 2025, the Company signed a lease for a new warehouse in Bell Gardens, CA The purpose of the space is to store materials for future store orders and is month to month. On May 29, 2025, the Company signed a right of entry with Los Angeles County Metro Transportation Authority for its flagship Company owned store. The right of entry is month to month with a $ 1,500 monthly fee. The future minimum payments on operating leases for each of the next five years and in the aggregate amount to the following: 2025 $ 87,263 2026 360,557 2027 220,774 2028 148,450 2029 148,450 Thereafter 197,933 Total lease payments 1,163,427 Less: present value discount ( 111,352 ) Total operating lease liabilities 1,052,075 Less current portion 174,254 Long term portion 877,821 The weighted-average remaining term of the Company’s operating leases was 4.5 years and the weighted-average discount rate used to measure the present value of the Company’s operating lease liabilities was 8.5 % as of September 30, 2025. Right of use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease right of use asset also includes lease incentives. The Company’s lease terms include an option to extend or terminate the lease and it is reasonably certain that the Company will exercise that option to extend. Lease expense for lease payments is recognized on a straight-line basis over the lease term. In determining the discount rate to use in calculating the present value of lease payments, the Company estimates the rate of interest it would pay on a collateralized loan with the same payment terms as the lease by utilizing bond yields traded in the secondary market to determine the estimated cost of funds for the particular tenor. F-17 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 8. SHARE BASED COMPENSATION The Company has issued stock to certain third-party contractors and directors of the Company in exchange for services provided. All stock issued to third parties vested immediately upon issuance. The Company issued a total of 3,770,250 and 5,505,697 shares of common stock, recognizing share-based compensation expense for these awards totaling $ 17,188,570 and $ 25,105,979 for the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024, the Company issued 373,654 and 1,914,914 shares of common stock recognizing share-based compensation expense for these awards totaling $ 822,037 and $ 4,212,809 for the three and nine months ended September 30, 2024. 9. STOCK PURCHASE AGREEMNTS On January 21, 2024, the Company signed a stock purchase agreement, for 14,000 shares for gross proceeds of $ 35,000 with a third-party investor. 10. CONVERTIBLE NOTE On August 16, 2024, December 2, 2024 and February 14, 2025, the Company executed convertible promissory note purchase agreements (the “Purchase Agreements”) with a third-party investor under which VenHub would issue a series of notes (individually the “Note” and collectively, the “Notes”) as part of a private, unregistered offering. The Purchase Agreements provided for the following terms for Notes to be issued: ●· Maturity date ending five years from execution of each Note (the “Maturity Date”) ● Interest is payable semiannually on February 15 and August 15, beginning February 15, 2025 (the “Interest Payment Date”) ● Interest accrues based on a 360-day year ● Interest is payable (i) in kind (“PIK Interest”) which is added to the principal amount of each Note and (ii) in cash (“Cash Interest”) on each Interest Payment Date ● Interest rates for the first year ending August 15, 2025, are 9 % for PIK interest and 3 % for Cash Interest ● Interest rates increase each of the following two years beginning August 16 to a maximum of 12 % PIK Interest and 6 % Cash Interest ● Unpaid interest and principal are due in cash at the Maturity Date On August 19, 2024, the Company executed two Notes with one investor each for a combined $ 1,000,000 in note principal. On December 3, 2024, the Company executed one Note with one investor for $ 200,000 in note principal. On December 4, 2024, the Company executed three Notes with three investors for a combined $ 1,483,000 in note principal. On December 6, 2024, the Company executed two Notes with two investors for a combined $ 667,000 in note principal. On February 14, 2025 the Company executed five notes with five investors for a combined $ 650,000 . All amounts in principal total $ 4,000,000 and $ 100,000 of debt issuance costs were expensed ton interest expense due to the election of the fair value option. The Notes have repayment and conversion features, as described in the following: 1. Upon execution of a financing or series of financings for gross cash proceeds of at least $ 25 million, including issuance of Notes (a “Qualified Financing”) prior to a business combination, as defined in the Notes (a “Business Combination”): Note shall be, at the election of the Holder, (i) converted into a number of shares of Common Stock equal to the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) six dollars ($ 6.00 ) and rounding down to the nearest whole number of shares, (ii) redeemed for cash by the Company at a value equal to 1.2 multiplied by the MOIC (as defined below), or (iii) both converted into shares of Common Stock and redeemed for cash at an aggregate value equal to 1.2 multiplied by the MOIC in such proportion as determined by the Holder. 2. Upon execution of a Qualified Financing after a Business Combination, but prior to August 19, 2025: Note shall be, at the election of the Holder, (i) converted into shares of Common Stock at the then applicable Note Conversion Price (defined below), (ii) redeemed for cash by the Company at a value equal to 1.2 multiplied by the MOIC, or (iii) both converted into shares of Common Stock and redeemed for cash at an aggregate value equal to 1.2 multiplied by the MOIC in such proportion as determined by the Holder. F-18 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 3. At any time following the consummation of a Business Combination and prior to the Maturity Date: The Holder of the Note may elect to convert the Note at the then-applicable Note Conversion Price (defined below), subject to the Optional Redemption by the Company (defined below). Note Conversion Price (i) Following the consummation of a Business Combination by the Company and for sixty (60) days thereafter, the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) $ 7.50 and rounding down to the nearest whole number of shares. (ii) From the date that is sixty (60) days following the consummation of a Business Combination until the first anniversary of the consummation of the Business Combination, the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) the product obtained by multiplying (y) the trailing 20-day volume weighted average price (“VWAP”) per share of the Common Stock on Nasdaq as of the Conversion Date and (z) 0.8, and rounding down to the nearest whole number of shares. (iii) From the first anniversary of the consummation of the Business Combination until the second anniversary of the consummation of the Business Combination, the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) the product obtained by multiplying (y) the 20-day VWAP per share of Common Stock on Nasdaq measured as of the Conversion Date and (z) 0.85 and rounding down to the nearest whole number of shares. (iv) From the second anniversary of the consummation of the Business Combination until the Maturity Date, the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) the product obtained by multiplying (y) the 20-day VWAP per share of Common Stock on Nasdaq measured as of the Conversion Date and (z) 0.9, and rounding down to the nearest whole number of shares. 4. Optional Redemption by the Company: At any time after August 19, 2026, and prior to the Maturity Date, at the Company’s option upon at least one (1) Business Day’s prior written notice, the Company may redeem for cash all (but not less than all) of the Outstanding Principal Balance on this Note at a price equal to 1.25 multiplied by the MOIC: MOIC A multiple of invested capital, to be calculated as follows: (i) the sum of all amounts received in cash by the Holder (including, without limitation, interest paid in cash and PIK Interest) in respect of the Outstanding Principal Balance evidenced by this Note divided by (ii) the Initial Outstanding Principal Balance; for the avoidance of doubt the Outstanding Principal Balance shall be reduced by the amount of any portion of the Note that has been converted. 5. In the event that the Company does not consummate a Business Combination or Qualified Financing on or before February 19, 2026: The Company shall redeem all (but not less than all) of the Outstanding Principal Balance on this Note including any accrued and unpaid interest (including PIK Interest), by no later than April 30, 2026. F-19 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 11. FAIR VALUE MEASUREMENT The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values. There were no transfers between fair value measurement levels during the three or nine months ended September 30, 2025, or 2024. The Company’s financial assets and liabilities measured at fair value at September 30, 2025, and December 31, 2024 are as follows: Fair Value Measurements as of September 30, 2025 (Level 1) (Level 2) (Level 3) Total Liabilities: Convertible debt at fair value $ - $ - $ 4,537,552 $ 4,537,552 Fair Value Measurements as of December 31, 2024 (Level 1) (Level 2) (Level 3) Total Liabilities: Convertible debt at fair value $ - $ - $ 3,542,797 $ 3,542,797 The derivative portion of the convertible note was valued using a Black-Scholes simulation model. As a result of the election to apply the fair value option, the value of the conversion feature is not separately presented on the balance sheet. The following assumptions were used in determining the fair value of the convertible notes as of September 30, 2025, and December 31, 2024 are as follows: September 30, 2025 December 31, 2024 Risk free right 4.33 % 4.83 % Stock price $ 4.56 $ 4.56 Dividend yield 0 % 0 % Volatility 67 % 67 % 12. SEGMENT REPORTING The Company is managed at the consolidated level and therefore operates and reports as a single segment. The Company’s Chief Executive Officer is its Chief Operating Decision Maker (“CODM”). The Company’s CODM assesses significant segment expenses in comparison to forecasts and historical results to make decisions on capital allocation strategies. The measure of segment assets is reported on the balance sheets as total assets. All material long-lived assets are located in the United States. F-20 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 The following table illustrates significant segment expenses that are regularly provided to the CODM for the three and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 General and administrative expenses 18,832,805 1,466,728 29,245,469 6,036,913 Payroll and compensation 317,500 317,500 952,500 952,500 Research and development 93,438 286,121 525,809 615,894 Total operating expenses 19,243,743 2,070,349 30,723,778 7,605,307 13. WARRANTS On June 30, 2025, the Company entered into subscription agreement with certain investors, providing for the issuance and sale of 405,162 Units, consisting of 810,324 shares of the Company’s Common Stock and 405,162 warrants to purchase up to 405,162 shares of Common Stock (the “Subscriber Warrants”) for a total subscription amount of $ 3,500,000 (the “Offering”). The Subscriber Warrants have an exercise price of $ 4.32 per share and expire five years from the date of issuance (June 30, 2030). The Subscriber Warrants exercise price and number of underlying shares may be adjusted for customary antidilution events. The Company analyzed the Subscriber Warrants and determined that they met the requirements under ASC 815-40 to be classified in stockholders’ equity. The Company allocated proceeds from the Offering to the shares of Common Stock sold and the Warrants issued on a relative fair value basis. The measurement of fair value of the Subscriber Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $ 4.56 , exercise price of $ 4.32 , term of five years, volatility of 46.0 %, risk-free rate of 3.8 %, and expected dividend rate of 0.0 %). The grant date fair value of the Subscriber Warrants was estimated to be $ 862,000 and is reflected within additional paid-in capital (based on a relative fair value allocation along with the proceeds allocated to the shares of common stock issued) in the Company’s balance sheet as of September 30, 2025. 14. LOSS PER SHARE The Company computes earnings loss per share (“EPS”) in accordance with ASC 260, Earnings Per Share. Basic EPS is calculated by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS adjusts basic EPS for the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For all periods presented, the Company reported a net loss, and therefore the effect of all potential common stock equivalents was anti-dilutive. As such, basic and diluted net loss per share are the same. Net loss ( 19,349,120 ) ( 2,168,685 ) ( 49,227,634 ) ( 7,703,643 ) Weighted average common shares outstanding – basic and diluted 35,625,650 26,232,597 31,058,747 25,858,767 Net loss per share – basic and diluted $ ( 0.54 ) $ ( 0.08 ) $ ( 1.58 ) $ ( 0.30 ) F-21 VENHUB GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024 The following table presents the number of potentially dilutive securities that were excluded from the computation of diluted net loss per share because their effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Warrants to purchase common stock 405,162 - 405,162 - Convertible preferred stock 37,935,029 37,935,029 100,000,000 100,000,000 Convertible notes payable 756,259 756,259 173,056 173,056 Total anitdilutive securities 39,096,450 38,691,288 100,578,218 100,173,056 15. SUBSEQUENT EVENTS On October 3, 2025, the Company redomiciled from Delaware to Nevada. On October 13, 2025, the Company signed a lease agreement with Los Angeles County Metro Transportation Authority for a new Company owned store at Union Station. The Company is currently evaluating this lease under ASC 842. On October 17, 2025 the Company engaged an Employment of Record “EOR”. The EOR will be engaged in the business of providing employer of record services, including but not limited to human resources administration, payroll processing, tax withholding and remittance, employee benefits administration, and workers’ compensation coverage. On November 14, 2025, the Company converted all 100,000 outstanding Class A Preferred Stock at a rate of 379.35029 to 37,935,029 common shares issued to an entity controlled by our Chief Executive Officer. On the same date the Company also converted 671,072 Class B Preferred shares to common stock on a one to one basis issued to our crowdfunding investors. F-22