What changed in this filing

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Item 1. Financial Statements

2026-05-12 compared with 2025-11-18 · 733 added, 310 removed, 398 unchanged (72% of the section changed)

1 unchanged sentence

VENHUB GLOBAL INC.

Report of Independent Registered Public Accounting Firm PCAOB ID:

Condensed consolidated balance sheets as of September 30, 2025 (unaudited), and December 31, 2024 (audited)

Condensed consolidated statements of operations for the three and nine months ended September 30, 2025 (unaudited), and September 30, 2024 (unaudited)

Condensed consolidated statements of stockholders’ deficit for three and nine months ended September 30, 2025 (unaudited), and September 30, 2024 (unaudited)

Condensed consolidated statements of cash flows for the nine months ended September 30, 2025 (unaudited), and September 30, 2024 (unaudited)

Condensed consolidated balance sheets as of March 31, 2026 (unaudited), and December 31, 2025 (audited)

Condensed consolidated statements of operations for the three months ended March 31, 2026 (unaudited), and March 31, 2025 (unaudited)

Condensed consolidated statements of stockholders’ deficit for three months ended March 31, 2026 (unaudited), and March 31, 2025 (unaudited)

Condensed consolidated statements of cash flows for the three months ended March 31, 2026 (unaudited), and March 31, 2025 (unaudited)

Notes to condensed consolidated financial statements (unaudited)

Report of Independent Registered

Public Accounting Firm

To the Board of Directors and

Stockholders of VenHub

Results of Review of Interim Financial

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).

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.

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

Bush & Associates CPA,

LLC (PCAOB 6797)

Henderson, Nevada

November 18, 2025

VENHUB GLOBAL, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

September 30, 2025

December 31, 2024

CONSOLIDATED BALANCE SHEETS

Current assets:

Cash and cash equivalents $ 5,796,468 $ 89,634

Inventory 1,442,605 900,543

Deferred offering cost - 88,704

Inventory (note 2) 2,432,864 1,021,947

Prepaid expenses 942,151 248,032

Sales tax receivable 48,637 -

Security deposit - current 2,000 2,000

Total current assets:

2 unchanged sentences

Security deposit 153,046 79,566

Property and equipment, net 701,633 109,664

Property and equipment, net (note 2) 1,276,439 1,275,078

Right of use asset 851,524 907,705

3 unchanged sentences

$ 11,503,129 $ 3,623,962

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable $ 739,742 491,868

Accounts payable and accrued expenses $ 1,356,333 $ 716,329

Interest payable - current 34,789 89,148

2 unchanged sentences

Current operating lease liability 351,335 346,953

Deferrred revenue 1,500,000 137,895

Accrued payroll and compensation 1,695,966 1,678,466

Loan payable - related party (note 4) 2,100,000 1,000,000

Deferrred revenue (note 2) 1,500,000 1,500,000

Accrued payroll and compensation (note 4) 2,013,606 2,114,487

Convertible debt at fair value (note 9) - 4,576,949

Total current labilities:

3 unchanged sentences

Right of use liability 619,154 706,441

Promissory note 2,500,000 -

Convertible debt at fair value 4,537,552 3,542,797

Promissory note (note 3) - 2,550,930

Total noncurrent liabilities:

7 unchanged sentences

100,000 shares authorized;

100,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024 100 100

0 shares issued and outstanding as of March 31, 2025 and December 31, 2025 - -

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

3,943 shares issued and outstanding as of March 31, 2025 and December 31, 2025 3 3

Preferred Stock C - $ 0.001 par value;

100,000 shares authorized;

100,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025 100 100

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

85,057,857 shares issued and outstanding as of March 31, 2026 and 75,024,356 as of December 31, 2025 85,057 75,024

Additional paid-in capital 102,034,007 71,774,075

Accumulated deficit ( 98,777,720 ) ( 82,168,510 )

Total stockholders’ deficit:

Total stockholders’ equity (deficit):

3,341,447 ( 10,319,308 )

TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT:

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY:

$ 11,503,129 $ 3,623,962

1 unchanged sentence

part of these condensed consolidated financial statements.

VENHUB GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

( Unaudited )

Store sales $ - $ 500,000

13 unchanged sentences

Other expenses

Settlement expense - - 18,288,430 -

Interest expense 11,217,349 108,033

10 unchanged sentences

VENHUB GLOBAL, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE

MONTHS ENDED SEPTEMBER 30, 2024 (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Preferred Stock A

Preferred Stock B

Accumulated Deficit

Preferred Stock C

Stockholders’

Beginning, January 1, 2025 75,024,356 $ 75,024 - $ - 3,943 $ 3 100,000 $ 100 $ 71,774,075 $ ( 82,168,510 ) $ ( 10,319,308 )

Issuance of preferred stock A - - - - - - - - -

Issuance of common stock 308,500 308 - - - - - - 1,270,870 - 1,271,178

Issuance of preferred stock B, crowdfunding - - - - 95,322 95 566,339 - 566,434

Stock purchase agreement 25,001 25 - - - - - - 299,987 - 300,012

Issuance of shares for note extension 2,000,000 2,000 - - - - - - 11,298,000 - 11,300,000

Issuance of warrants 7,700,000 7,700 - - - - - - 18,857,300 - 18,865,000

Offering costs - - - - - - - - ( 1,466,225 ) - ( 1,466,225 )

Net loss - - - - - - - - - ( 16,609,210 ) ( 16,609,210 )

Ending March 31, 2026 85,057,857 $ 85,057 - $ - 3,943 $ 3 100,000 $ 100 $ 102,034,007 $ ( 98,777,720 ) $ 3,341,447

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.

The accompanying notes are an integral part of these condensed

consolidated financial statements.

VENHUB GLOBAL, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE

MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Preferred Stock A

Preferred Stock B

Preferred Stock C

Stockholders’

1 unchanged sentence

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

Issuance of preferred

stock B, crowdfunding - - - - 10,974 11 - - 102,690 - 102,701

Net loss - - - - - - - - - ( 9,348,875 ) ( 9,348,875 )

Ending September 30, 2025 36,279,355 $ 36,279 100,000 $ 100 675,015 $ 675 $ 61,252,165 $ ( 68,996,981 ) $ ( 7,707,762 )

Ending December 31, 2025 28,169,621 $ 28,169 100,000 $ 100 604,716 $ 605 - $ - $ 23,781,845 $ ( 29,118,222 ) $ ( 5,307,503 )

The accompanying notes are an integral part

of these condensed consolidated financial statements.

VENHUB GLOBAL INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities:

Settlement expense 18,288,430 -

Non-cash interest expense related to note extension 11,300,000 -

Share based compensation 1,271,177 7,609,099

Depreciation expense 64,612 34,725

Amortization of debt issuance costs - 50,000

Unrealized loss on convertible debt 78,313 38,336

Depreciation and amortization expense 68,764 11,308

Change in fair value of convertible debt 932,195 61,565

Change in operating assets and liabilities:

Inventory ( 1,410,917 ) 322,360

Paid in kind interest expense 266,442 -

Deferred offering cost - 88,704

Settlement payment related to promissory note ( 2,550,930 ) -

Interest payable ( 185,908 ) 108,033

Prepaid expenses ( 694,119 ) ( 115,900 )

Deferred revenue 1,362,105 81,000

Customer deposits ( 24,145 ) ( 1,000 )

4 unchanged sentences

Sales tax payable 126 -

Sales tax receivable ( 48,637 )

Accrued payroll and compensation ( 100,881 ) 164,500

2 unchanged sentences

Property and equipment, net ( 70,124 ) -

Property and equipment, net - -

Net cash (used) in investing activities ( 70,124 ) -

CASH FLOWS FROM FINANCING ACTIVITIES

Payment of deferred offering cost 88,704 -

Proceeds from crowdfunding - 102,701

Proceeds from convertible debt, net - 650,000

Proceeds from common stock issuance - 535,000

Proceeds from stock purchase agreements 300,012 -

Proceeds from warrant issuance 18,865,000 -

Proceeds from related party notes 1,100,000 -

Repayment of convertible notes ( 5,509,144 )

Payment of offering costs ( 1,466,225 )

Net cash provided by financing activities 13,289,643 752,701

4 unchanged sentences

of these condensed consolidated financial statements.

VENHUB GLOBAL,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2025, AND 2024

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

ORGANIZATION AND LINE OF BUSINESS

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On August 15, 2024, the Company redomiciled from Wyoming to Delaware and also renamed the Company to VenHub Global, Inc.

The Company is a business-to-business operation that provides an innovative approach to the retail industry, specifically in the convenance store sector.

On October 3, 2025, the Company redomiciled from Delaware to Nevada.

The Company is a business-to-business operation that provides an innovative approach to the retail industry, specifically in the convenience 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.

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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.

On January 30, 2026, the Company commenced trading under the ticker symbol “VHUB” on the NASDAQ Global Market.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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.

2 unchanged sentences

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.

As of March 31, 2026, the Company has sold three stores and is operating two Company owned stores which commenced operations on June 6, 2025, and November 4, 2025 respectively Since its inception, the Company has experienced recurring losses and, as of March 31, 2026, reported an accumulated deficit of $ 98,777,720 and negative cash flows from operating activities for the three months then ended.

A significant portion of the Company’s accumulated deficit relates to non-cash charges, including share based compensation, interest expense and fair value adjustments associated with its financing activities.

Although these matters raise substantial doubt about the Company’s ability to continue as a going concern, management believes the Company has made progress in advancing its commercialization strategy and 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.

1 unchanged sentence

VENHUB GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

Inventories are stated at the lower of cost or estimated realizable value.

2 unchanged sentences

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,

The following table illustrates inventory as of March 31, 2026, and December 31, 2025:

March 31, 2026 December 31, 2025

Raw material 2,372,770 1,021,947

Product inventory 60,094 -

Work in progress - -

Inventory $ 2,432,864 $ 1,021,947

Inventory consists primarily of raw materials, purchased components, subassemblies, and robotic units.

Inventory consists primarily of raw materials, purchased components, subassemblies, robotic units and convenience items for our Company owned stores.

Work in process includes partially assembled robotic systems and artificial intelligence hardware integrated with proprietary software that are in various stages of completion.

Reclassification

Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year’s presentation.

Use of Estimates

5 unchanged sentences

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.

The Company has a limited operating history.

The Company’s business and operations are sensitive to general business and economic conditions in the United States.

A host of factors beyond the Company’s control could cause fluctuations in these conditions.

Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste.

These adverse conditions could affect the Company’s financial condition and the results of its operations.

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.

Cost of Goods Sold (COGS) includes the cost of consumer products sold through the Company’s automated retail stores, 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.

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

2 unchanged sentences

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.

As of March 31, 2026, the Company’s cash was $ 5,545,468 more than the $ 250,000 federally insured limit.

At December 31, 2025 the Company’s cash was less than $ 250,000 and fully insured.

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

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.

As of March 31, 2026, the Company had $ 5,796,468 cash on hand and no cash equivalents.

At December 31, 2025, the Company had $ 89,634 of cash on hand and no cash equivalents.

3 unchanged sentences

Property and Equipment

Property and equipment is recorded at cost.

Property and equipment is recorded at cost and consists primarily of robotics systems, store structures, and related technology infrastructure.

Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized.

1 unchanged sentence

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.

As of March 31, 2026, the Company had $ 1,276,439 of property and equipment, net.

The Company had $ 1,275,078 of property and equipment, net at December 31, 2025.

4 unchanged sentences

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 had no impairment as of March 31, 2026.

The Company capitalizes the costs of constructing and preparing company-owned retail stores and display centers for their intended use.

5 unchanged sentences

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.

As of March 31, 2026, the net book value of capitalized company-owned store and display assets was $ 931,835 , which is included in “Property and Equipment, net” on the consolidated balance sheets.

There was $ 41,218 depreciation expense related to company-owned store assets/display centers for the three months ended March 31, 2026 and no depreciation expense for the three months ended March 31, 2025.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

Depreciation expense for the three months ended March 31, 2026 and 2025, was $ 68,764 and $ 11,308 respectively.

Deferred Revenue

1 unchanged sentence

Deferred revenue is recognized as earned revenue on the income statement as the good or service is delivered to the customer.

The balance at March 31, 2026 and December 31, 2025 was $ 1,500,000 .

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.

Customer deposits are recorded as a liability on the 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.

The balance at March 31, 2026 and December 31, 2025 was $ 179,500 and $ 203,645 respectively.

Fair Value Measurements

11 unchanged sentences

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.

VENHUB GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024

Refer to Note 10 for liabilities measured at fair value at March 31, 2026, and December 31, 2025.

Revenue Recognition

5 unchanged sentences

5) Recognize revenue when the entity satisfies a performance obligation.

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

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.

3 unchanged sentences

The Company’s SaaS platform provides 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.

The Company has concluded that SaaS services are a distinct performance obligation within the context of the contract and while the SaaS platform is necessary for operation, it is capable of being distinct and separately identifiable.

Revenue from SaaS arrangements will be recognized ratably over the term of the subscription agreement, which is generally one year, as the services are provided.

14 unchanged sentences

The Company expects to begin charging for such services in the future and will recognize revenue over the service period in accordance with ASC 606.

VENHUB GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024

For the three and nine months ended September 30, 2025, the Company entered into SaaS subscription agreements in connection with the opening of its North Hollywood, Glendale and Hollywood Smart Stores.

The Company entered into SaaS subscription agreements in connection with the opening of its North Hollywood, Glendale and Hollywood Smart Stores.

Although SaaS is a distinct performance obligation under ASC 606, the Company elected to provide such services free of charge as part of its early commercialization strategy.

Accordingly, while the contracts were identified and performance obligations allocated, the transaction price attributable to SaaS was zero , and no SaaS revenue was recognized for the three and nine months ended September 30, 2025.

Management expects that, in future periods, SaaS services will be billed and revenue recognized ratably over the contract term as the services are provided.

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

Consistent with ASC 606-10-25-19 through 22, we considered whether the customer can benefit from the good or service either on its own or together with other readily available resources;

4 unchanged sentences

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.

For the three months ended

Timing of Recognition March 31, 2026 March 31, 2025

Point in Time $ - $ 500,000

Point in Time 67,836 -

Over Time - -

$ 67,836 $ 500,000

Organizational Costs

1 unchanged sentence

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

VENHUB GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024

The Company incurred $ 640,941 and $ 140,988 in advertising expense for the three months ended March 31, 2026, and 2025, respectively.

Research and Development

1 unchanged sentence

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.

Costs incurred for the three months ended March 31, 2026, and 2025, were $ 88,715 and $ 301,355 respectively.

The Company met the criteria for capitalization of costs related to products to be sold at the beginning of the first quarter of 2025.

The smart store is ready for commercial production which is supported by conclusive design approvals, market testing, and validated production processes.

6 unchanged sentences

Refer to Note 7 for more information.

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

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.

The Company previously issued convertible promissory notes with an aggregate principal balance of $ 4,000,000 .

The Company elected to account for these notes under the fair value option in accordance with ASC 825, Financial Instruments, in order to simplify the accounting for embedded derivative features, including contingent call and put options, and to reflect the instruments at fair value in their entirety.

Changes in the fair value of the convertible notes were recognized in earnings.

The fair value of the notes was determined using a combination of valuation techniques, including a Black-Scholes option pricing model for embedded derivative features and market-based inputs such as interest rates.

These measurements were classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs.

During the three months ended March 31, 2026, the Company repaid all outstanding amounts under the convertible notes.

As a result, no convertible note liability remained outstanding as of March 31, 2026.

Any remaining effects of prior fair value adjustments and financing costs associated with the notes were recognized in the statement of operations upon repayment.

For the periods presented, the Company recognized changes in the fair value of the convertible notes, including amounts attributable to instrument-specific credit risk.

The fair value of the convertible notes was subject to significant estimation uncertainty, and changes in key assumptions could have resulted in material fluctuations in the Company’s results of operations.

For more information, refer to Note 9 and Note 10.

5 unchanged sentences

The Company evaluates capitalized software costs for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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.

As of March 31, 2026, capitalized software development costs totaled $ 101,292 , which is incorporated in Property Plant and Equipment, net.

There was $ 6,014 of amortization for the three months ended March 31, 2026 and no amortization for the three months ended March 31, 2025.

There was $ 107,306 of capitalized software development costs at December 31, 2025.

Recent Accounting Pronouncements

5 unchanged sentences

See Note 11 for further information.

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

2 unchanged sentences

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.

The Company has adopted this standard.

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.

9 unchanged sentences

We are currently evaluating the impact of this ASU on our financial statements and disclosures.

SETTLEMENT AGREEMENT

COMMITMENTS AND CONTINGENCIES

On May 16, 2025, the Company entered into a settlement agreement with Target Global Acquisition I Corp.

3 unchanged sentences

● $ 225,000 in cash;

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:

The Company recognized the loss under ASC 450-20-25-2 as an estimated loss from a loss contingency and 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.

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

Events of default:

11 unchanged sentences

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.

As of March 31, 2026, the promissory note has been paid off in its entirety.

See Note 6 for lease commitments.

VENHUB GLOBAL,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2025, AND 2024

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.

RELATED PARTY TRANSACTIONS

2 unchanged sentences

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.

The following notes signed with the CEO are unsecured and due on demand:

On January 2, 2026, the CEO signed an promissory note with the Company for $ 250,000 .

On January 21, 2026, the CEO signed a promissory note with the Company for $ 250,000 .

On January 27, 2026, the CEO signed a promissory note with the Company for $ 450,000 .

On February 3, 2026, the CEO signed a promissory note with the Company for $ 100,000 .

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

On February 9, 2026, the CEO signed a promissory note with the Company for $ 50,000

All notes expire at the annual date from issuance and accrue interest at 7 % per annum.

As of March 31, 2026 the total of related party loans to our CEO is $ 2,100,000 .

At December 31, 2025 the balance was $ 1,000,000 .

As of March 31, 2026, the Chief Executive Officer had $ 752,633 , the President $ 1,151,145 and the Chief Financial Officer $ 83,000 , respectively, in accrued compensation that they have voluntarily deferred until future periods.

Payments of $ 50,000 , $ 252,188 and $ 78,000 were made to each respectively during the three months ended March 31, 2026.

At December 31, 2025, the Chief Executive Officer had $ 802,633 , the President $ 1,195,833 and the Chief Financial Officer $ 116,022 , 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.

Payments of $ 135,000 and $ 18,000 were made to the President and Chief Financial Officer respectively for the three months ended March 31, 2024.

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.

The Company achieved the minimum raise as of December 31, 2025.

There were 81,273 shares issued at $ 9.94 a share for year ended December 31, 2025, totaling net proceeds of $ 795,891 .

The Company issued a total of 276,065 shares for the year ended December 31, 2024, from $ 5.93 to $ 9.94 a share for net proceeds of $ 1,529,803 .

At conclusion of the crowdfunding there was a total of 675,015 shares issued for total net proceeds of $ 2,735,671 .

1 unchanged sentence

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.

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.

On November 3, 2025, the Company entered into a kiosk lease agreement with the Los Angeles County Metropolitan Transportation Authority for Kiosk Space 7 and Storage Space 3 located at Union Station East, Los Angeles, California.

The lease commenced in November 2025 and has a non-cancelable term of thirty-six ( 36 ) months.

The lease provides for fixed monthly base rent and fixed additional rent (common area charges), with scheduled increases over the lease term.

In addition, the lease requires the Company to pay percentage rent equal to five percent ( 5 %) of gross sales exceeding $ 25,000 per month.

Percentage rent is considered variable lease cost and is not included in the measurement of the lease liability.

The Company analyzed these leases and determined that these agreements 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.

1 unchanged sentence

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.

Per review of the lease agreements, 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.

The incremental borrowing rate was determined to be 3.82 % for Las Vegas and 3.6 % for Union Station, 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.

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

On February 11, 2025, the Company signed an operating 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.

On March 11, 2026, the Company signed an operating lease for new warehouse space in Las Vegas, which is a triple net with a term of one year.

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

Thereafter 49,483

4 unchanged sentences

Long term portion 619,154

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.

5 unchanged sentences

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.

VENHUB GLOBAL,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2025, AND 2024

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

SHARE BASED COMPENSATION

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation.

Stock-based compensation expense is measured at the grant-date fair value of the award and recognized in the statement of operations over the requisite service period.

For awards that vest immediately upon grant, the Company recognizes the full expense on the grant date.

The fair value of common stock issued for services was determined based on contemporaneous third-party valuations of the Company’s common stock or other observable market inputs at the date of issuance.

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.

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.

The Company issued a total of 308,500 and 1,668,662 shares of common stock, recognizing share-based compensation expense for these awards totaling $ 1,271,178 and $ 7,609,099 for the three months ended March 31, 2026 and 2025 respectively.

Because all awards vested immediately upon issuance, the Company had no unrecognized compensation cost related to unvested stock-based awards as of March 31, 2026 and December 31, 2025.

The Company is evaluating the adoption of an equity compensation plan intended to provide equity-based incentives to employees, directors, and consultants.

Such a plan, if adopted, may be registered on Form S-8 under the Securities Act of 1933, as amended.

As of March 31, 2026, no equity compensation plan has been approved or implemented, and no awards have been granted.

The timing, terms, and size of any such plan remain subject to approval by the Company’s Board of Directors and, if required, its stockholders.

STOCK PURCHASE AGREEMENTS

On January 2, 2026 the Company signed two stock purchase agreements with two investors for 25,001 common shares at $ 12 a share for net proceeds of $ 300,012 .

CONVERTIBLE NOTE

13 unchanged sentences

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.

All amounts in principal total $ 4,000,000 and $ 100,000 of debt issuance costs were expensed to interest expense due to the election of the fair value option.

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

The Notes have repayment and conversion features, as described in the following:

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”):

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.

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.

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.

VENHUB GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024

At any time following the consummation of a Business Combination and prior to the Maturity Date:

2 unchanged sentences

(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.

(iii) 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.

(iv) 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.

(v) 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.

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

Optional Redemption by the Company:

3 unchanged sentences

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.

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.

VENHUB GLOBAL,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2025, AND 2024

In the event that the Company does not consummate a Business Combination or Qualified Financing on or before December 31, 2025:

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).

On January 2, 2026, the Company entered into an agreement with certain noteholders to extend the maturity date of the notes to March 31, 2026.

In consideration for the extension, the Company issued an aggregate of 2,000,000 shares of its common stock to the noteholders .

The Company evaluated the amendment under ASC 470-50, Debt Modifications and Extinguishments , and concluded that the transaction represented a debt modification.

Accordingly, the fair value of the shares issued was accounted for as a financing fee.

The Company estimated the fair value of the shares based on its most recent valuation of common stock of $ 5.65 per share, as no intervening events, such as a business combination or qualified financing, occurred prior to December 31, 2025, that would materially impact the valuation.

The resulting financing cost was recognized as interest expense over the extension period.

During the three months ended March 31, 2026, the Company repaid all outstanding amounts under the convertible notes.

As a result, no convertible note liability remained outstanding as of March 31, 2026.

Any remaining amounts associated with the notes, including the effects of prior fair value adjustments and financing costs, were recognized in the statement of operations upon repayment.

The Company recognized $ 932,145 of change in fair value of convertible debt through the payoff dates for the three months ended March 31, 2026.

For the three months ended March 31, 2025, the Company recognized $ 61,565 of change in fair value of convertible debt.

The Company did not recognize a material gain or loss upon settlement as the carrying value of the notes approximated the repayment amount.

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

Convertible debt at fair value $ - $ - $ 4,537,552 $ 4,537,552

Fair Value Measurements as of

December 31, 2024

There were no transfers between fair value measurement levels during the three months ended March 31, 2026, or 2025.

The convertible notes, previously classified as Level 3 liabilities, were repaid during the period and therefore no longer required fair value measurement as of March 31, 2026.

The Company’s financial assets and liabilities measured at fair value at December 31, 2025 are as follows:

Fair Value Measurements as of December 31, 2025

(Level 1) (Level 2) (Level 3) Total

Convertible debt at fair value $ - $ - $ 4,567,949 $ 4,567,949

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

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,

The following assumptions were used in determining the fair value of the convertible notes as of December 31, 2025 as follows:

December 31 2025

9 unchanged sentences

All material long-lived assets are located in the United States.

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:

The following table illustrates significant segment expenses that are regularly provided to the CODM for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

General and administrative expenses 3,892,140 8,737,034

2 unchanged sentences

Total operating expenses 4,463,355 9,355,889

On February 10, 2026, VenHub Global, Inc.

(the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to the investor, and the investor agreed to purchase from the Company, in a private placement offering, an aggregate of (i) 7,700,000 shares (the “Shares”) of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), at a purchase price of $ 2.45 per Share, and (ii) warrants to purchase up to 7,700,000 shares of Common Stock (the “Common Warrants”), for aggregate gross proceeds under the Purchase Agreement of $ 18,865,000 .

The Common Warrants have an exercise price of $ 2.45 per share.

The offering closed on February 12, 2026, following satisfaction of customary closing conditions.

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”).

2 unchanged sentences

The Company analyzed the Subscriber Warrants and determined that they met the requirements under ASC 815-40 to be classified in stockholders’ equity.

VENHUB GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2026, AND 2025

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.

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 )

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest was $ 89,397 and $ 27,566 for the three months ended March 31, 2026 and 2025.

There was no cash paid for income taxes for the three months ended March 31, 2026 and 2025.

Non-cash investing and financing activities

The Company issued 2,000,000 shares of common stock in connection with the extension of convertible notes (see Note 9) and issued 7,700,000 shares and warrants in connection with a private placement financing (see Note 12) for the three months ended March 31, 2026.

For the three months ended March 31, 2025 the Company issued 10,974 of series B preferred shares in relation to its crowdfunding.

SUBSEQUENT EVENTS

On April 30, 2026, the Company received a written notice from The Nasdaq Stock Market LLC indicating that the Company is not in compliance with the minimum bid price requirement of $ 1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1), based on the closing bid price of the Company’s common stock for the previous 30 consecutive business days.

In accordance with Nasdaq Listing Rules, the Company has been provided a compliance period of 180 calendar days, or until October 27, 2026, to regain compliance.

If at any time during this period the closing bid price of the Company’s common stock is at least $ 1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide written confirmation that the Company has regained compliance.

If the Company does not regain compliance within the initial compliance period, the Company may be eligible for an additional compliance period, subject to meeting certain requirements, including submitting a transfer application to the Nasdaq Capital Market.

The Company intends to actively monitor the bid price of its common stock and will consider available options to regain compliance with the Nasdaq minimum bid price requirement, including, if necessary, implementing a reverse stock split.

The receipt of the notice does not result in the immediate delisting of the Company’s common stock, and the Company’s shares will continue to trade on Nasdaq under the symbol “VHUB” during the compliance period.

VENHUB GLOBAL, INC.’S MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Throughout this section, unless otherwise noted “we,”

“us,” “our,” “Company,” “VenHub,” refers to VenHub Global, Inc., and its consolidated

subsidiaries.

You should read the following discussion and analysis in conjunction with VenHub’s consolidated financial statements,

which VenHub has prepared in accordance with GAAP, included elsewhere in this proxy statement.

This discussion contains forward-looking statements

that involve risks and uncertainties.

VenHub’s actual results and timing of events could differ materially from those anticipated

in these forward-looking statements due to various factors, including those set forth under “Risk Factors” and elsewhere

in this proxy statement/prospectus.

Business Model

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,

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.

The Company intends VenHub technology to combine the convenience of a store with the efficiency of robotics.

This will be achieved by providing customers with a unique shopping experience that will be fully autonomous and that operates 24/7.

Company believes that with its use of advanced sensors, artificial intelligence, and robotics, VenHub is designed to ensure that customers

will always have access to products with a few taps on their smartphones.

From scanning and purchasing products to bagging and delivering

them, VenHub’s robots will be able to take care of everything in a seamless and efficient manner.

The store’s artificial intelligence

algorithm will be able to keep track of customer preferences, allowing it to tailor its offering to meet individual customer’s tastes

and preferences.

The Company’s business model is designed to generate both one-time deployment revenue from the sale and installation of Smart Store

units, as well as recurring revenue from SaaS subscriptions, maintenance agreements, support services, and other platform-related offerings.

While the Company has not yet charged customers for SaaS or maintenance services as part of its early commercialization strategy, management

expects recurring revenue streams to become an increasingly important component of the Company’s operating model as commercial deployments

Management believes the recurring nature of SaaS and maintenance revenue may provide greater long-term revenue visibility and operating

leverage as the installed base of Smart Store units grows.

The Company is continuing to build its commercialization and deployment infrastructure to support the anticipated expansion of Smart Store

Through its subsidiaries, the Company manages manufacturing, assembly, installation, software development, maintenance, and

support operations associated with its Smart Store platform.

Management believes the Company’s operational structure is designed

to support future scaling of deployments across both Company-owned and customer-operated locations.

As commercialization efforts continue, the Company expects scaling activities to include increased manufacturing capacity, inventory procurement,

deployment logistics, installation coordination, software support, and field maintenance operations.

The Company’s ability to expand

deployments remains dependent on several factors, including available capital resources, supply chain conditions, customer demand, site

readiness, and operational execution.

Management believes the Company’s current investments in inventory, infrastructure, software, and operational capabilities position

the Company to support future growth and broader commercial rollout initiatives.

The Company has four subsidiaries:

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

VenHub Stores LLC, to manage all Company owned stores.

On January 30, 2026, the Company commenced trading

under the ticker symbol “VHUB” on the NASDAQ Global Market.

The Company currently has four full time employees

and over 40 independent contractors.

The Company will be converting the majority of independent contractors to full time employees throughout

the rest of 2026 using a Professional Employment Organization “PEO”.

By reducing the need for employees, VenHub

offers store owners labor cost savings, paving the way for potential increased profits.

Leveraging sensors, artificial intelligence,

and robotics, VenHub promises a shopping adventure that is not only seamless but also deeply personal.

With a tap of a smartphone,

and let VenHub’s robots whisk you through a journey, from scanning and purchasing products to bagging and delivering them with

planned precision.

As described in “Business of VenHub and Certain Information About VenHub,” the Company’s Smart

Stores are delivered as fully functional physical autonomous retail units capable of performing core physical and mechanical robotic

operations using embedded software installed at deployment.

SaaS activation is not required for the Smart Store to perform these

core physical functions and is addressed separately pursuant to distinct SaaS agreements as the Company transitions to scaled

commercial operations.

The Company is in the initial deployment phase of its Smart Store platform.

While customer agreements contemplate that purchasers will subscribe to the Company’s cloud-based SaaS platform, the enhanced SaaS

functionality has not yet been activated for customer use.

For early deployments, the Company has implemented an introductory concession

under which SaaS subscription fees may be waived for up to twelve months.

Accordingly, no SaaS revenue has been recognized to date.

As of the date of this filing, none of the Company’s deployed

Smart Stores have software-as-a-service (“SaaS”) functionality activated, and the Company does not currently provide analytics,

dashboards, reporting tools, or other operator-facing software to store owners or operators.

Any mobile application functionality is limited

to consumer product browsing, ordering, and checkout, is provided free of charge to customers, and is not part of the Company’s

SaaS platform.

The Company expects to introduce customer-accessible and operator-accessible SaaS functionality in future Smart Store versions

under separate commercial terms.

As of the date of this filing, the Company has deployed five (5) Smart

Stores, and none of these stores have SaaS functionality activated.

Accordingly, five of five (5 of 5), or 100%, of the Company’s

deployed Smart Stores are currently operating without SaaS activation.

As of March 31, 2026, the Company has six Smart Store units under contract for planned deployment in Las Vegas, Nevada during 2026.

payments received in connection with these contracts are recorded as deferred revenue on the consolidated balance sheet.

be recognized as the related performance obligations are satisfied in accordance with ASC 606.

In addition to existing contracted deployments, the Company is engaged in ongoing discussions with multiple casino and hospitality operators

in Las Vegas regarding the potential deployment of Smart Store units at their respective properties.

Management believes these discussions

reflect growing interest in autonomous retail solutions within high-traffic entertainment and hospitality venues.

While no assurances

can be provided that these discussions will result in executed agreements or future deployments, the Company views these opportunities

as part of its broader pipeline of prospective commercial locations and future growth initiatives.

A typical sales cycle for the Company’s

Smart Store deployments ranges from approximately two to six months, depending on the customer type, site readiness, permitting requirements,

and customization needs.

The sales process generally begins with initial customer outreach, demonstrations, and evaluation of deployment

opportunities, followed by commercial negotiations, site selection, and execution of purchase agreements.

Following contract execution, customers typically

provide an advance deposit to secure production scheduling and deployment timelines.

The Company then proceeds through site planning,

permitting, manufacturing customization, logistics coordination, installation, and commissioning of the Smart Store.

Timing can vary depending

on local permitting processes, utility readiness, and customer-specific integration requirements.

For enterprise customers, including casinos, transportation

hubs, municipalities, and hospitality venues, the sales cycle may be longer due to internal approval processes, compliance reviews, and

coordination with multiple stakeholders.

Conversely, standardized deployments for repeat customers or existing partners may result in

shorter implementation timelines.

Management believes that as the Company expands

operational deployments, establishes repeat customer relationships, and further standardizes manufacturing and installation processes,

overall deployment timelines and sales conversion cycles may improve over time.

The VenHub was first displayed publicly on October 25, 2023, in

Pasadena at the unveiling of its Alpha Smart Store with approximately 150 attendees.

The Company has since launched a full assembly production

facility in Las Vegas, Nevada to meet the market demand.

At the core of VenHub will be an intelligent algorithm that understands

your unique preferences, by tracking customer tastes and curating a selection that caters specifically to the customer.

VenHub aims to revolutionize the way people shop for their daily necessities,

its vision is to create a world where shopping is effortless, convenient and accessible.

The Company sold its first two stores in the first quarter of 2025,

with locations in North Hollywood, and Glendale, California respectively.

In the second quarter VenHub opened its Company owned flagship

store at Los Angeles Airport (LAX) In the third quarter the Company sold a store which opened in Hollywood, CA.

VenHub deployed a Company

owned store at Union Station Los Angeles during the fourth quarter of 2025.

The Company’s strategy is focused on scaling production and developing

recurring revenue streams through SaaS and maintenance services, which are expected to be monetized in future periods.

Key Factors Affecting Our Performance

Our Company has limited operating history.

The Company was formed as

a corporation in 2023.

We have limited established business operations, and it is currently unclear, if any, of our current and intended

plans may come into fruition and, if they do, which ones will be a success.

To date, the Company has incurred net losses and has generated

limited revenue.

There is no assurance that the Company will ever be able to establish successful business operations, become profitable

or generate sufficient revenues to operate our business or pay dividends.

Defects, failures or security breaches in and inadequate upgrades of,

or changes to, our vending machines and its accompanying software could harm our business.

The operation of our business depends on sophisticated

software, hardware, computer networking and communication services that may contain undetected errors or may be subject to failures or

complications.

These errors, failures or complications may arise particularly when new, changed or enhanced products or services are added.

Future upgrades, improvements or changes that may be necessary to expand and maintain our business could result in delays or disruptions

or may not be timely or appropriately made, any of which could seriously harm our operations.

Further, certain aspects of the operating

systems relating to our business are provided by third parties, including telecommunications.

Accordingly, the effectiveness of these

operating systems is, to a certain degree, dependent on the actions and decisions of third parties over whom we may have limited control.

The Company depends on key personnel and faces challenges recruiting

needed personnel.

The Company’s future success depends on the efforts of a small number of key personnel.

In addition, due to its

limited financial resources and the specialized expertise required, it may not be able to recruit the individuals needed for its business

There can be no assurance that the Company will be successful in attracting and retaining the personnel the Company requires to

operate and be innovative.

Our revenue to date has been derived primarily from the sale of Smart

Stores and product sales in our Company owned stores.

Revenue from Smart Store sales is recognized when control of the unit transfers

to the customer, generally upon delivery.

The revenue from product sales (items sold through the VenHub store) is recognized when control

of the product transfers to the end customer, which generally occurs at the point of sale when the customer completes the transaction

and the product is dispensed from the Smart Store.

For our initial Smart Store deployments, the Company has granted a

temporary commercial waiver of SaaS consideration for up to twelve (12) months for initial deployments.

During this period, the Company

does not provide the enhanced cloud-based functionality contemplated by the agreement.

This introductory waiver applies only to SaaS services.

For example, during the year ended December 31, 2025, the Company entered into SaaS agreements in connection with the North Hollywood

and Glendale Smart Stores.

While these agreements were executed, the transaction price allocated to SaaS was zero because the Company

elected not to provide such services as part of its early commercialization strategy.

As a result, no revenue related to SaaS or maintenance services has

been recognized for the periods presented.

When implemented, SaaS revenue will be recognized ratably over the subscription term, typically

one year, and maintenance revenue will be recognized over the contract period.

We believe these services will represent a growing and

recurring component of our revenue model in future periods.

SaaS activation is expected to occur in phases as integrations and deployment configurations are completed

Introductory SaaS Concession

To support early customer adoption and refine the performance of initial

deployments, the Company implemented an introductory concession under which customers receive up to twelve months of SaaS access

at no charge.

During this period, the enhanced cloud-based SaaS functionality has not been activated, and therefore no SaaS revenue has

been recognized.

The introductory waiver applies only to SaaS services.

Because SaaS subscription fees are waived during the introductory

period, the transaction price allocated to SaaS is $0 for the periods presented, and all consideration is allocated to the Smart

Store hardware in accordance with ASC 606-10-32-28.

Maintenance services must be contracted separately and were not contracted for in

the periods presented.

The Company evaluated its revenue arrangements in accordance with ASC

606-10-25-19 through 25-22 and determined that Smart Store hardware, SaaS services, and maintenance services are separate performance

The Smart Store is fully functional upon delivery without SaaS activation, the SaaS platform does not significantly modify

or customize the hardware, and the promises are not highly interdependent or interrelated.

As a result, 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.

Going Concern

As of March 31, 2026, the Company has sold three

stores and is operating two Company owned stores which were operational on June 6, 2025 and November 4, 2025.

Since its inception, the

Company has experienced recurring losses and, as of March 31, 2026, reported an accumulated deficit of $98,777,720 and negative cash flows

from operating activities for the three months 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.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in the

notes to our consolidated financial statements.

Those material accounting estimates that we believe are the most critical to an investor’s

understanding of our financial results and condition are discussed immediately below and are particularly important to the portrayal of

our financial position and results of operations and require the application of significant judgment by our management to determine the

appropriate assumptions to be used in the determination of certain estimates.

Inventories are stated at the lower of cost or estimated realizable

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.

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

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, product sales at the Company owned stores and, once fully commercialized, recurring subscription fees for its SaaS platform

and related maintenance and support services.

Property and Equipment

Property and equipment is recorded at cost and

consists primarily of robotics systems, store structures, and related technology infrastructure.

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 March 31, 2026, the Company had $1,276,439

of property and equipment, net.

The Company had $1,275,078 of property and equipment, net at December 31, 2025.

Depreciation is provided using the straight-line

method, based on useful lives of the assets, which the Company estimates is 5-7 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

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 March 31, 2026.

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.

Stock Based Compensation

The Company recognizes as compensation expense all share-based payment

awards made to employees, directors, and consultants including grants of stock, stock options and warrants, based on estimated fair values.

Fair value is generally determined based on the closing price of the Company’s common stock on the date of grant and is recognized

over the service period.

Key Components of Results of Operations

For the three months ended March 31, 2026 and 2025

Revenues and cost of goods sold

There was $67,836 of revenue and $64,147 in cost

of goods sold for the three months ended March 31, 2026, all relating to product sales and costs of goods sold from our Company owned

stores For the three months ended March 31, 2025, we had $500,000 of revenue and $323,388 of cost of revenue, from the sale of our first

two smart stores.

The decrease in revenue was primarily attributable to the timing of the Company’s Smart Store deployments.

During the three months

ended March 31, 2025, the Company recognized revenue related to the delivery of Smart Store units to customers.

In contrast, during the

three months ended March 31, 2026, the Company had not yet commenced delivery of Smart Store units under new customer contracts, and therefore

did not recognize comparable store sale revenue during the period.

The Company’s revenue model for Smart Store sales is based on the transfer of control of the store to the customer, which generally

occurs upon delivery and installation.

As a result, revenue is inherently subject to period-to-period fluctuations based on the timing

of store deliveries, rather than consistent recognition over time.

While the Company continues to build its pipeline of customer orders and has received advance payments reflected as deferred revenue on

the balance sheet, revenue will not be recognized until the related performance obligations are satisfied through the delivery of Smart

The Company expects revenue to increase in future

periods as it begins fulfilling its existing backlog of customer orders and continues to scale its production and deployment capabilities.

However, the timing of such revenue recognition will depend on manufacturing, installation schedules, and customer readiness.

During the quarter ended March 31, 2026, the Company adjusted pricing across select product categories to improve

transaction volume and customer engagement as part of ongoing optimization of its automated retail model.

General and administrative expenses

For the year three months ended March 31, 2026

Our total operating expenses for the three months

ended March 31, 2026 were $4,463,355.

This was comprised of $1,271,177 in share-based compensation, $841,500 in contractor expense, $640,941

in advertising, $482,500 in accrued compensation, $373,069 in legal and professional expense, $316,279 in travel, $173,529 in rent, $110,301

in dues and subscriptions, $88,715 in research and development, $82,513 in insurance, $68,764 in depreciation and amortization and $14,067

in miscellaneous expense.

We incurred $12,149,544 in other expense for the three months ended

March 31, 2026 consisting of $11,217,349 in interest expense and $932,195 of change in fair value of convertible debt.

As a result of the foregoing, we had a net loss of $16,609,210 for

the three months ended March 31, 2026.

For the three months ended March 31, 2025

Our total operating expenses were $9,355,889.

This was comprised of $7,609,099 in non-cash share-based compensation, $465,806 in contractor expense, $335,521 in legal and professional

expense, $317,500 in accrued compensation, $301,355 in research and development, $140,988 in advertising related to our crowdfunding,

$70,130 in rent, $39,581 in travel, $11,575 in depreciation and $64,244 in miscellaneous expense.

We incurred $169,598 of other expense comprised of $108,033 in interest

expense and $61,565 in change of fair value of convertible debt for the period.

As a result of the foregoing, we had a net loss of $9,348,875 for the

three months ended March 31, 2025.

Results of Operations for the Three Months Ended March 31, 2026,

Compared to 2025

Operating Expense

Driver of Change

Share-based compensation

Significant decrease due to large non-cash equity grants in prior year not recurring in current period

Contractor expense

Increased use of consultants and outsourced resources to support accounting, audit, and operational scaling

Increased marketing spend to support store launches and customer acquisition vs.

prior year crowdfunding campaign

Accrued compensation

Increase in personnel-related costs as operations expanded

Legal & professional

Ongoing legal, audit, and compliance costs associated with public company activities

Increased travel related to store deployment, operations, and business development

Expansion of physical footprint and store-related locations

Dues & subscriptions

New software, compliance, and subscription costs associated with scaling and public company requirements

Research & development

Decrease as focus shifted from development to commercialization

Increase due to public company insurance (including D&O coverage)

Depreciation & amortization

Increase due to capitalization and deployment of store-related assets

Miscellaneous

Reduction in non-recurring or general expenses from prior year

Total Operating Expenses

Driven primarily by lower share-based compensation

Other Expense

Driver of Change

Interest Expense

Increased financing activity and debt-related costs

Change in Fair Value of Convertible Debt

Significant valuation adjustments prior to repayment of convertible notes

Total Other Expense

Driven primarily by non-cash valuation adjustments

(16,609,210 )

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

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.

Total operating expenses for the three months ended March 31, 2026

were $4,463,355, compared to $9,355,889 for the three months ended March 31, 2025, representing a decrease of $4,892,534, or 52%.

decrease was primarily attributable to a reduction in non-cash share-based compensation of $6,337,922, reflecting significant equity grants

in the prior year that did not recur in the current period.

This decrease was partially offset by increases in contractor expense, advertising,

accrued compensation, travel, and rent, driven by the Company’s continued operational expansion, including store deployments, increased

marketing efforts, and higher personnel-related costs.

Additional increases in dues and subscriptions and insurance expenses reflect costs

associated with scaling operations and operating as a public company.

Depreciation and amortization increased due to the capitalization

and deployment of store-related assets, while research and development expense decreased as the Company shifted its focus from development

activities toward commercialization.

Other expense for the three months ended March 31, 2026 was $12,149,544,

compared to $169,598 for the three months ended March 31, 2025, representing an increase of $11,979,946.

This increase was primarily driven

by $11,217,349 in interest expense related to the Company’s convertible debt financing, including amortization of debt discounts

and payment-in-kind interest, as well as a $932,195 increase in the change in fair value of convertible debt.

As a result of the foregoing, the Company reported a net loss of $16,609,210

for the three months ended March 31, 2026, compared to a net loss of $9,348,875 for the three months ended March 31, 2025.

in net loss was primarily driven by higher financing-related expenses, partially offset by a decrease in non-cash share-based compensation.

Liquidity and Capital Resources

March 31, 2026

As of March 31, 2026 we had working capital of

$1,679,592 comprised of $5,796,468 in cash, $2,432,864 in inventory, $942,151 in prepaid expenses, $48,637 in sales tax receivable, $2,000

in security deposit – current offset by $1,356,333 in accounts payable and accrued expenses, $2,100,000 in loan payable –

related party, $2,013,606 in accrued payroll and compensation, $1,500,000 in deferred revenue, $351,335 in current operating lease liability,

$179,500 in customer deposits, $34,789 in interest payable - current and sales tax payable of $6,965.

Non-current assets included $1,276,439 in property

and equipment, net, $851,524 in right of use asset, and $153,046 in security deposits.

Non-current liabilities consisted of $619,154 in right of use liability.

December 31, 2025

At December 31, 2025, we had negative working capital of $9,192,737

comprised of $89,634 in cash, $1,021,947 in inventory, and $248,032 in prepaid expenses $2,000 in security deposit - current, offset by

$4,576,949 in convertible debt at fair value, $2,114,487 in accrued payroll and compensation, $1,500,000 in deferred revenue relating

to down payments for pre orders, $1,000,000 in loan payable – related party, $716,329 in accounts payable and accrued expenses,

$346,953 in current operating lease liability, $203,645 in customer deposits and $89,148 in interest payable and $6,839 in sales tax payable.

Non-current assets included $1,275,078 in property and equipment — net,

$907,705 in right of use asset, and $79,566 in security deposits.

Non-current liabilities consisted of $2,550,930 in promissory note,

$706,441 in right of use liability and $131,549 in interest payable.

For the three months ended March 31, 2026

We used $7,512,685 of cash in operating activities which represented

our net loss from continuing operations of $16,609,210 including $11,300,000 in non-cash interest expense related to note extension, $1,271,177 in share

based compensation, $932,195 of change in fair value of convertible debt, $640,004 in accounts payable and accrued expenses, $56,181 of

change in operating right of use asset, $68,764 in depreciation and amortization expense, $126 in sales tax payable offset by $2,550,930

in settlement payment related to promissory note, $1,410,917 in inventory, $694,119 in prepaid expenses, $185,908 in interest payable, $100,881 in accrued payroll and

compensation, $82,905 of change in operating right of use liability, $73,480 in security deposit, $48,637 in sales tax receivable, and

$24,145 in customer deposits.

We used $70,124 of cash in investing activities relating to property

and equipment, net.

We generated $13,289,643 of cash from financing activities including

$18,865,000 in proceeds from warrant issuance, $1,100,000 in related party notes, $300,012 in proceeds from stock purchase agreements,

offset by $5,509,144 in repayment of convertible notes and $1,466,225 in payment of offering costs.

For the three months ended March 31, 2025

We used $1,354,246 of cash in operating activities which represented

our net loss from continuing operations of $9,348,875 including $7,609,099 in share-based compensation, $322,360 in inventory, $164,500

in accrued payroll and compensation, $108,033 in interest payable, $88,704 in deferred offering cost, $61,565 in unrealized loss on convertible

debt, $19,638 of change in operating right of use asset, $15,000 in security deposit, $11,308 in depreciation expense offset by $243,883

in accounts payable and accrued expenses, $115,900 in prepaid expenses, $44,795 of change in operating right of use liability and $1,000

in deferred revenue.

We had no investing activities for the three months ended March 31,

We generated $752,701 of cash from financing activities consisting

of $102,701 in proceeds from crowdfunding and $650,000 in proceeds from convertible debt, net.

On February 14, 2025 the Company executed five notes with five investors

for a combined $650,000.

Future Outlook

We have historically

funded operations and development activities through a combination of debt, equity issuances, and, to a lesser extent, crowdfunding initiatives.

During the past year, we began focusing on both debt financing and equity-based capital resources.

This transition reflects both our strategic

objective of reducing leverage and the increasing availability of equity capital as investor appetite for robotics and artificial intelligence

companies continues to expand.

We expect this trend

to continue in connection with our planned direct listing.

The planned equity raise is reasonably likely to materially change the mix

of our capital resources by decreasing reliance on debt facilities and enhancing our equity capitalization.

We also anticipate that the

relative cost of capital will improve, as equity financing is expected to provide greater flexibility and reduce interest expense obligations

compared to prior debt arrangements.

While we may opportunistically

evaluate additional credit facilities in the future, we do not currently anticipate significant off-balance-sheet financing arrangements

or other alternative funding mechanisms that would materially alter our capital resource profile.

In October 2025, we entered into new employment agreements with our

Chief Executive Officer and our President, effective upon the effectiveness of this registration statement.

These agreements include annual

base salaries, potential cash bonuses, and equity-based awards tied to geographic expansion and performance milestones.

While the agreements

contemplate potential annual cash bonuses of up to $3.2 million in the aggregate, such bonuses are contingent on the availability of legally

distributable funds as defined under NRS 78.288, Board approval, and may be deferred or accrued until sufficient resources are available

in compliance with Nevada law.

Accordingly, we have not accrued any amounts for such bonuses to date.

If payable in full, these cash bonuses could increase our annual compensation

expense and impact our liquidity.

However, because payment is conditional and may be deferred, the timing and extent of this impact cannot

be predicted with certainty.

We expect operating expenses to increase in future periods as we expand

deployments of our autonomous Smart Stores, invest in further product development, and build out the organizational infrastructure required

to support a scaled commercial business.

In particular, we anticipate growth in payroll and compensation, research and development, and

marketing expenses, partially offset by reduced reliance on share-based compensation compared to prior years.

We may also incur increased

legal and professional expenses in connection with our financing activities and as a result of our obligations as a public company.

In addition, the equity award provisions in these agreements could

result in the issuance of significant additional shares in the event that geographic expansion or performance milestones are achieved,

which could result in dilution to existing stockholders.

As of March 31, 2026, the Company had approximately $5.8 million in cash and cash equivalents compared to approximately $89 thousand as

of December 31, 2025.

The increase was primarily attributable to financing activities completed during the quarter, including proceeds

from warrant issuances, stock purchase agreements, and related party financing arrangements.

The Company continues to incur operating losses and negative operating cash flows as it advances commercialization, expands operational

infrastructure, and supports Smart Store deployment activities.

Management expects operating expenses to continue as the Company invests

in manufacturing, inventory procurement, software development, marketing, and deployment capabilities.

Management believes existing cash on hand, together with anticipated financing activities and future revenue-generating operations, will

support the Company’s near-term operating and deployment objectives.

However, the Company expects that additional capital may be

required to execute its broader long-term commercialization and scaling strategy.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements