PRELIMINARY PROSPECTUS
VENHUB GLOBAL, INC.

 

5360 Procyon St.

 

Las Vegas NV 89118
(212)-616-4291

 

 

 

Consisting of up to 16,485,000 shares common stock

 

 

 

This prospectus relates to the resale, from time to time, of up to 16,485,000 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 this prospectus. The selling stockholders consist of holders having purchased 7,755,102 shares of common stock pursuant to a private placement on February 10, 2026, 7,755,102 shares of common stock underlying the warrants also purchased on February 10, 2026, as well 387,755 shares of common stock underlying the warrants issued to the placement agent. In addition, this registration statement includes 700,000 shares of common stock issued as consideration for the extension of certain promissory notes, having "piggyback" registration rights.

 

 

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 will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of shares of our common stock.

 

 

 

The selling stockholders identified in this prospectus may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled "Plan of Distribution" on page 30. For a list of the selling stockholders, see the section entitled "Selling Stockholders" on page 29.

 

 

 

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire 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 March 23, 2026, the closing sale price of our common stock as reported on Nasdaq was $0.83. You are urged to obtain current market quotations for the common stock.