VenHub Global Inc美股招股说明书(2026-07-10版)

VENHUB GLOBAL, INC. 6,170,000 shares common stock This prospectus relates to the resale, from time to time, of up to 6,170,000 shares of our common stock by the selling stockholders(which term, as used in this prospectus, includes pledgees, donees, transferees or other successors-in-interest) identified in thisprospectus. The 6,170,000 shares are comprised of (i) 5,470,000 shares of common stock issued and outstanding and (ii) 700,000shares of common stock issuable under an agreement with one of the selling stockholders. As further described in the section titled“Selling Stockholders”, these 700,000 shares shall be issued pursuant to the following schedule: (i) 50,000 shares on the effective dateof this registration statement (the “Effective Date”), (ii) 50,000 shares 30 days after the Effective Date, (iii) 100,000 shares 60 daysafter the Effective Date, (iv) 75,000 shares 120 days after the Effective Date, (v) 75,000 shares 150 days after the Effective Date, (vi)50,000 shares 180 days after the Effective Date, 50,000 shares 210 days after the Effective Date, (viii) 50,000 shares 240 days after theEffective Date, (ix) 50,000 shares 270 days after the Effective Date, (x) 50,000 shares 300 days after the Effective Date and (xi)100,000 shares 330 days after the Effective Date. There are no conditions to the issuance of the 700,000 shares other than theeffectiveness of this registration statement. For more information about the selling stockholders and the agreements pursuant to which we agreed to issue the shares, see thesection titled “Selling Stockholders.” We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of the shares. We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders willpay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurredfor the sale of shares of our common stock. The selling stockholders identified in this prospectus may offer the shares from time to time through a number of different ways and atvarying prices, including public or private transactions at prevailing market prices, at prices related to prevailing market prices or atprivately negotiated prices. For additional information on the methods of sale that may be used by the selling stockholders, see thesection titled “Plan of Distribution” on page 11. For a list of the selling stockholders, see the section titled “Selling Stockholders” onpage 9. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentire prospectus and any amendments or supplements carefully before you make your investment decision. Our common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “VHUB.” On July 7, 2026, the closing saleprice of our common stock as reported on Nasdaq was $1.02. You are urged to obtain current market quotations for the common stock. Our founder and Chief Executive Officer, Shahan Ohanessian, along with the Chairwoman of the Board of Directors, his wife,Shoushana Ohanessian, beneficially own approximately 83% of the voting power of our outstanding voting securities throughtheir ownership of Series C Preferred Stock and common stock, and we are a “controlled company” within the meaning of thelisting rules of The Nasdaq Stock Market LLC. Under Nevada Revised Statutes Section 78.195, the voting rights and powers ofthis preferred stock have been established in our articles of incorporation. We may rely on the exemptions from the corporategovernance requirements that are available to controlled companies. See “Risk Factors —The Company is a “controlledcompany” within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions from certain corporategovernance requirements. If the Company relies on these exemptions, its stockholders will not have the same protections affordedto stockholders of companies that are subject to such requirements” We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. We have elected to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. We are a “smaller reporting company” as defined under U.S. federal securities law and, as such, hereby elect to incorporate byreference information filed after the effective date of this Registration Statement. All documents subsequently filed by theCompany pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this Offering shall bedeemed to be incorporated by reference into the prospectus. Investing in our common stock involves risks. See the “Risk Factors” section beginning on pa