0001213900-26-054651 | 10-Q | XBRL Viewer

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Summary of Significant Accounting Policies [Line Items]
Accumulated deficit	$ (98,777,720)		$ (82,168,510)
Federally insured limit	250,000		250,000
Cash on hand	5,796,468		89,634
Property and equipment, net	1,276,439		1,275,078
Display assets	931,835
Depreciation expense	68,764	$ 11,308
Advertising expense	640,941	140,988
Convertible note liability
Capitalized software development costs	101,292		107,306
Amortization	6,014
Aggregate unpaid principal	4,000,000
Impairment charges
Deferred revenue	1,500,000		1,500,000
Customer deposits	179,500		203,645
Research and development	88,715	301,355
Cash equivalents
Research and Development [Member]
Summary of Significant Accounting Policies [Line Items]
Research and development	88,715	301,355
SaaS [Member]
Summary of Significant Accounting Policies [Line Items]
Recognized revenue	0
Instrument Specific Credit Risk [Member]
Summary of Significant Accounting Policies [Line Items]
Cash	5,545,468
Store Assets Display Centers [Member]
Summary of Significant Accounting Policies [Line Items]
Depreciation expense	$ 41,218
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Useful lives	7 years
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Useful lives	5 years

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2026	May 11, 2026
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2026
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q1
Entity Registrant Name	VenHub Global, Inc.
Entity Central Index Key	0001972234
Entity File Number	333-290703
Entity Tax Identification Number	92-2083580
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	5360 Procyon Street
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89118
City Area Code	(888)
Local Phone Number	585-4999
Title of 12(b) Security	Common Stock
Trading Symbol	VHUB
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		85,057,857

Fair Value Measurement - Schedule of Assumptions Were Used in Determining Fair Value of Convertible Notes (Details)	Dec. 31, 2025
Risk free right [Member]
Schedule of Assumptions were used in Determining Fair Value of Convertible Notes [Line Items]
Fair value of the convertible notes	0.0372
Stock price [Member]
Schedule of Assumptions were used in Determining Fair Value of Convertible Notes [Line Items]
Fair value of the convertible notes	5.65
Dividend yield [Member]
Schedule of Assumptions were used in Determining Fair Value of Convertible Notes [Line Items]
Fair value of the convertible notes	0
Volatility [Member]
Schedule of Assumptions were used in Determining Fair Value of Convertible Notes [Line Items]
Fair value of the convertible notes	0.67

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Crowdfunding Offering

3 Months Ended

Mar. 31, 2026

Crowdfunding Offering [Abstract]

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 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.

- Definition

The entire disclosure for investments owned by investment company.

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+ Details

Stock Purchase Agreements (Details) - USD ($)		3 Months Ended
Stock Purchase Agreements (Details) - USD ($)	Jan. 02, 2026	Mar. 31, 2026	Mar. 31, 2025
Stock Purchase Agreements [Line Items]
Net proceeds	$ 300,012	$ 300,012
Stock Issued During Period, Shares, Purchase of Assets	25,001
Stock Issued During Period, Value, Purchase of Assets	$ 12

Leases - Schedule of Future Minimum Payments on Operating Leases (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Schedule of Future Minimum Payments on Operating Leases [Abstract]
2026	$ 289,346
2027	245,556
2028	171,792
2029	148,450
2030	148,450
Thereafter	49,483
Total lease payments	1,053,077
Less: present value discount	(82,588)
Total operating lease liabilities	970,489
Less current portion	351,335	$ 346,953
Long term portion	$ 619,154	$ 706,441

Summary of Significant Accounting Policies - Schedule of Disaggregates Revenue (Details) - USD ($)	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Schedule of Disaggregates Revenue [Line Items]
Total revenue	$ 67,836	$ 500,000
Point in Time [Member]
Schedule of Disaggregates Revenue [Line Items]
Total revenue		500,000
Point in Time [Member]
Schedule of Disaggregates Revenue [Line Items]
Total revenue	67,836
Over Time [Member]
Schedule of Disaggregates Revenue [Line Items]
Total revenue
Over Time [Member]
Schedule of Disaggregates Revenue [Line Items]
Total revenue

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2026

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

On May 16, 2025, the Company entered into a settlement agreement with Target Global Acquisition I Corp. Pursuant to the Settlement and Release Agreement, the Parties mutually agreed to terminate the Agreement and Plan of Merger, by and among Venhub and TGAA Parties, dated as of December 2, 2024. On May 21, 2025, the full Settlement Consideration was delivered, and the Business Combination Agreement, terminated in accordance with their terms (subject to the survival of certain confidentiality provisions).

As consideration for the termination, the Parties agreed to the following consideration to be provided to TGAA:

●

$225,000 in cash;

●

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 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.

Events of default: if there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Holder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under subsection (i) or (ii) below), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an “Event of Default”:

(i) any Borrower files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

(ii) an involuntary petition is filed against any Borrower (unless such petition is dismissed or discharged within 45 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of such Borrower);

(iii) (a) the security interest created by this Note shall at any time fail to constitute a valid security interest on all of the Collateral (as defined below) purported to be encumbered hereby or (b) any Borrower challenges the validity of the security interest created by this Note;

(iv) the Borrowers fail to make any payments when due and payable under this Note that continues for more than 5 business days; (v) the Borrowers fail to satisfy any covenant, obligation or other requirement (A) under Sections 3(d), (f), (g) and (h) of this Note or (B) otherwise under this Note or any agreements related thereto that, with respect to this clause (B), is not cured within 30 days of notice or the Borrowers’ knowledge;

(vi) any representation or warranty made by the Borrowers pursuant to this Note shall prove to be incorrect, false or misleading; or

(vii) the occurrence of an “event of default” or similar event with respect to any other debt of the Borrowers in excess of $750,000 that permits the lenders or holders of such debt to accelerate the amounts due and payable thereunder; provided that if such “event of default” or similar event is cured or waived within 30 days after the occurrence thereof, and the lenders or holders thereof have not accelerated the amounts due and payable thereunder, the corresponding Event of Default pursuant to this clause shall be automatically deemed cured.

Upon any declaration of acceleration, the Maturity Date shall be deemed to be the date of such acceleration and the principal and interest under this Note shall become immediately due and payable and the Holder shall be entitled to exercise all of its rights and remedies hereunder, under applicable law, and as provided for under this Note, whether at law or in equity. The failure of the Holder to declare this Note due and payable upon the occurrence and during the continuation of an Event of Default shall not be a waiver of its right to do so, and the Holder shall retain the right to declare this Note due and payable.

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

See Note 6 for lease commitments.

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

Schedule of Significant Segment Expenses

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 March 31,
	2026		2025
General and administrative expenses		3,892,140		8,737,034
Payroll and compensation		482,500		317,500
Research and development		88,715		301,355
Total operating expenses		4,463,355		9,355,889

- Definition

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
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-Section 50
-Paragraph 34
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26B

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Paragraph 26A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26A

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
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-Section 50
-Paragraph 25
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-25

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

+ Details

Subsequent Events

3 Months Ended

Mar. 31, 2026

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

14.

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.

Fair Value Measurement

3 Months Ended

Mar. 31, 2026

Fair Value Measurement [Abstract]

FAIR VALUE MEASUREMENT

10.	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 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
Liabilities:
Convertible debt at fair value	$	-	$	-	$	4,567,949	$	4,567,949

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 December 31, 2025 as follows:

	December 31 2025
Risk free right		3.72	%
Stock price	$	5.65
Dividend yield		0	%
Volatility		67	%

Leases (Tables)

3 Months Ended

Mar. 31, 2026

Leases [Abstract]

Schedule of Future Minimum Payments on Operating Leases

The future minimum payments on operating leases for each of the next five years and in the aggregate amount to the following:

2026	289,346
2027	245,556
2028	171,792
2029	148,450
2030	148,450
Thereafter	49,483

Total lease payments	1,053,077
Less: present value discount	(82,588	)
Total operating lease liabilities	970,489
Less current portion	351,335
Long term portion	619,154

Convertible Note

3 Months Ended

Mar. 31, 2026

Convertible Note [Abstract]

CONVERTIBLE NOTE

9.	CONVERTIBLE NOTE

On August 16, 2024, December 2, 2024 and February 14, 2025, the Company executed convertible promissory note purchase agreements (the “Purchase Agreements”) with a third-party investor under which VenHub would issue a series of notes (individually the “Note” and collectively, the “Notes”) as part of a private, unregistered offering. The Purchase Agreements provided for the following terms for Notes to be issued:

●

Maturity date ending five years from execution of each Note (the “Maturity Date”)

●

Interest is payable semiannually on February 15 and August 15, beginning February 15, 2025 (the “Interest Payment Date”)

●

Interest accrues based on a 360-day year

●

Interest is payable (i) in kind (“PIK Interest”) which is added to the principal amount of each Note and (ii) in cash (“Cash Interest”) on each Interest Payment Date

●

Interest rates for the first year ending August 15, 2025, are 9% for PIK interest and 3% for Cash Interest

●

Interest rates increase each of the following two years beginning August 16 to a maximum of 12% PIK Interest and 6% Cash Interest

●

Unpaid interest and principal are due in cash at the Maturity Date

On August 19, 2024, the Company executed two Notes with one investor each for a combined $1,000,000 in note principal. On December 3, 2024, the Company executed one Note with one investor for $200,000 in note principal. On December 4, 2024, the Company executed three Notes with three investors for a combined $1,483,000 in note principal. On December 6, 2024, the Company executed two Notes with two investors for a combined $667,000 in note principal. On February 14, 2025 the Company executed five notes with five investors for a combined $650,000. All amounts in principal total $4,000,000 and $100,000 of debt issuance costs were expensed to interest expense due to the election of the fair value option.

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”):

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.

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

The Holder of the Note may elect to convert the Note at the then-applicable Note Conversion Price (defined below), subject to the Optional Redemption by the Company (defined below).

Note Conversion Price

(i)

Following the consummation of a Business Combination by the Company and for sixty (60) days thereafter, the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) $7.50 and rounding down to the nearest whole number of shares.

(ii)

From the date that is sixty (60) days following the consummation of a Business Combination until the first anniversary of the consummation of the Business Combination, the quotient obtained by dividing (A) the Outstanding Principal Balance on this Note as of the Conversion Date by (B) the product

(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.

Optional Redemption by the Company:

At any time after August 19, 2026, and prior to the Maturity Date, at the Company’s option upon at least one (1) Business Day’s prior written notice, the Company may redeem for cash all (but not less than all) of the Outstanding Principal Balance on this Note at a price equal to 1.25 multiplied by the MOIC:

MOIC

A multiple of invested capital, to be calculated as follows: (i) the sum of all amounts received in cash by the Holder (including, without limitation, interest paid in cash and PIK Interest) in respect of the Outstanding Principal Balance evidenced by this Note divided by (ii) the Initial Outstanding Principal Balance; for the avoidance of doubt the Outstanding Principal Balance shall be reduced by the amount of any portion of the Note that has been converted.

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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Supplemental Cash Flow Information (Details) - USD ($)	3 Months Ended
Supplemental Cash Flow Information (Details) - USD ($)	Mar. 31, 2026	Mar. 31, 2025
Supplemental Cash Flow Information [Line Items]
Cash paid for interest	$ 89,397	$ 27,566
Cash paid
Preferred Stock B [Member]
Supplemental Cash Flow Information [Line Items]
Issuance of preferred series B,crowdfunding shares (in shares)	10,974
Common Stock [Member]
Supplemental Cash Flow Information [Line Items]
Issuance of shares for note extension (in Shares)	2,000,000
Issuance of warrants (in Shares)	7,700,000
Issuance of preferred series B,crowdfunding shares (in shares)
Common Stock [Member] \| Warrant [Member]
Supplemental Cash Flow Information [Line Items]
Issuance of warrants (in Shares)	7,700,000

Related Party Transactions

3 Months Ended

Mar. 31, 2026

RELATED PARTY TRANSACTIONS

The Company’s Chief Executive Officer and the Company’s President, are married. The marital relationship between these two executive officers represents a related-party relationship under ASC 850-10-50-1.

While both individuals serve in executive leadership positions, all compensation with each officer has been approved by the Company’s Board of Directors, excluding the related parties, to ensure such arrangements are on terms deemed reasonable and consistent with arms-length practices.

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.

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. 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.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

+ Details

Crowdfunding Offering (Details) - USD ($)			3 Months Ended	12 Months Ended
Crowdfunding Offering (Details) - USD ($)	Sep. 03, 2025	Jun. 30, 2025	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024	Jan. 02, 2026
Crowdfunding Offering [Line Items]
Price per share						$ 5.65
Net proceeds				$ 795,891
Number of shares issued		810,324
Maximum [Member]
Crowdfunding Offering [Line Items]
Price per share					$ 9.94
Minimum [Member]
Crowdfunding Offering [Line Items]
Price per share					$ 5.93
Crowdfunding Offering [Member]
Crowdfunding Offering [Line Items]
Price per share				$ 9.94
Net proceeds			$ 2,735,671		$ 1,529,803
Preferred Stock B [Member]
Crowdfunding Offering [Line Items]
Number of shares issued	5,000,000		675,015
Preferred Stock B [Member] \| Crowdfunding Offering [Member]
Crowdfunding Offering [Line Items]
Number of shares issued				81,273	276,065

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($)	Common Stock	Preferred Stock Preferred Stock A	Preferred Stock Preferred Stock B	Preferred Stock Preferred Stock C	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2024	$ 26,501	$ 100	$ 594		$ 16,071,724	$ (19,769,347)	$ (3,670,428)
Balance (in Shares) at Dec. 31, 2024	26,500,959	100,000	593,742
Statement [Line Items]
Issuance of common stock	$ 1,668				7,607,431		7,609,099
Issuance of common stock (in Shares)	1,668,662
us-gaap:NetIncomeLoss						(9,348,875)	(9,348,875)
Issuance of preferred stock B, crowdfunding			$ 11		102,690		102,701
Issuance of preferred series B,crowdfunding shares (in shares)			10,974
Balance at Mar. 31, 2025	$ 28,169	$ 100	$ 605		23,781,845	(29,118,222)	(5,307,503)
Balance (in Shares) at Mar. 31, 2025	28,169,621	100,000	604,716
Balance at Dec. 31, 2025	$ 75,024		$ 3	$ 100	71,774,075	(82,168,510)	(10,319,308)
Balance (in Shares) at Dec. 31, 2025	75,024,356		3,943	100,000
Statement [Line Items]
Issuance of common stock	$ 308				1,270,870		1,271,178
Issuance of common stock (in Shares)	308,500
Stock purchase agreement	$ 25				299,987		300,012
Stock purchase agreement (in Shares)	25,001
Issuance of shares for note extension	$ 2,000				11,298,000		11,300,000
Issuance of shares for note extension (in Shares)	2,000,000
Issuance of warrants	$ 7,700				18,857,300		18,865,000
Issuance of warrants (in Shares)	7,700,000
Offering costs					(1,466,225)		(1,466,225)
us-gaap:NetIncomeLoss						(16,609,210)	(16,609,210)
Balance at Mar. 31, 2026	$ 85,057		$ 3	$ 100	$ 102,034,007	$ (98,777,720)	$ 3,341,447
Balance (in Shares) at Mar. 31, 2026	85,057,857		3,943	100,000

Share Based Compensation

3 Months Ended

Mar. 31, 2026

Share Based Compensation [Abstract]

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 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.

Leases (Details) - USD ($)			3 Months Ended
Leases (Details) - USD ($)	Nov. 03, 2025	May 29, 2025	Mar. 31, 2026
Leases [Line Items]
Leases term			12 months
Lease, noncancelable term	36 months
Percentage of rent on gross sales	5.00%
Weighted-average remaining term of operating leases			4 years 6 months
Weighted-average discount rate on operating lease liabilities			5.50%
Operating Leases Rent Expenses Minimum Rentals	$ 25,000
Las Vegas [Member]
Leases [Line Items]
Incremental borrowing rate			3.82%
Union Station [Member]
Leases [Line Items]
Incremental borrowing rate			3.60%
Los Angeles County Metro Transportation Authority [Member]
Leases [Line Items]
Monthly fee for right of entry		$ 1,500

Segment Reporting (Details)	3 Months Ended
Segment Reporting (Details)	Mar. 31, 2026 Segment
Segment Reporting Information [Line Items]
Number of reportable segments	1
Number of operating segments	1
Segment description CODM description	The Company’s Chief Executive Officer is its Chief Operating Decision Maker (“CODM”). The Company’s CODM assesses significant segment expenses in comparison to forecasts and historical results to make decisions on capital allocation strategies.
Chief Executive Officer
Segment Reporting Information [Line Items]
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	Chief Executive Officer

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2026
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Share Based Compensation (Details) - USD ($)	3 Months Ended
Share Based Compensation (Details) - USD ($)	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Share Based Compensation [Abstract]
Number of shares issued for share based compensation expense	308,500	1,668,662
Share-based compensation expense	$ 1,271,178	$ 7,609,099
Unrecognized compensation cost

Stock Purchase Agreements

3 Months Ended

Mar. 31, 2026

Stock Purchase Agreements [Abstract]

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.

Related Party Transactions (Details) - USD ($)	3 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 31, 2026	Mar. 31, 2024	Feb. 09, 2026	Feb. 03, 2026	Jan. 27, 2026	Jan. 21, 2026	Jan. 02, 2026	Dec. 31, 2025
Related Party [Member]
Related Party Transactions [Line Items]
Related party loans	$ 2,100,000							$ 1,000,000
Promissory Note [Member]
Related Party Transactions [Line Items]
Accrued interest	4.00%
Promissory Note [Member] \| Related Party [Member]
Related Party Transactions [Line Items]
Accrued interest	7.00%
Chief Executive Officer [Member]
Related Party Transactions [Line Items]
Accrued compensation	$ 752,633							802,633
Amount of payment	50,000
Chief Executive Officer [Member] \| Related Party [Member]
Related Party Transactions [Line Items]
Promissory note			$ 50,000	$ 100,000	$ 450,000	$ 250,000	$ 250,000
President [Member]
Related Party Transactions [Line Items]
Accrued compensation	1,151,145							1,195,833
Amount of payment	252,188	$ 135,000
Chief Financial Officer [Member]
Related Party Transactions [Line Items]
Accrued compensation	83,000							$ 116,022
Amount of payment	$ 78,000	$ 18,000

Warrants (Details)			3 Months Ended
Warrants (Details)	Feb. 10, 2026 USD ($) $ / shares shares	Jun. 30, 2025 USD ($) shares	Mar. 31, 2026 USD ($) $ / shares shares	Mar. 31, 2025 USD ($)	Jan. 02, 2026 shares	Dec. 31, 2025 USD ($) $ / shares shares
Warrants [Line Items]
Number of shares issued		810,324
Subscription amount \| $		$ 3,500,000
Common stock, par value \| $ / shares			$ 0.001			$ 0.001
Gross proceeds \| $			$ 18,865,000
Common shares issued			85,057,857		2,000,000	75,024,356
Common Stock [Member]
Warrants [Line Items]
Number of shares issued		405,162
Common Stock [Member] \| Private Placement [Member]
Warrants [Line Items]
Common stock, par value \| $ / shares	$ 0.001
Common shares issued	7,700,000
Purchase price per share \| $ / shares	$ 2.45
Warrant [Member]
Warrants [Line Items]
Number of shares issued		405,162
Exercise price per share \| $ / shares	$ 2.45		$ 4.32
Estimated warrants \| $						$ 862,000
Gross proceeds \| $	$ 18,865,000
Common tock, shares issuable for warrants	7,700,000
Subscription Agreement with Investors [Member]
Warrants [Line Items]
Number of shares issued		405,162
Share price [Member]
Warrants [Line Items]
Measurement of warrants			4.56
Exercise price [Member]
Warrants [Line Items]
Measurement of warrants			4.32
Term [Member]
Warrants [Line Items]
Measurement of warrants			5
Volatility [Member]
Warrants [Line Items]
Measurement of warrants			46
Risk-free rate [Member]
Warrants [Line Items]
Measurement of warrants			3.8
Dividend rate [Member]
Warrants [Line Items]
Measurement of warrants			0

Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2026

Fair Value Measurement [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value

	Fair Value Measurements as of December 31, 2025
	(Level 1)		(Level 2)		(Level 3)		Total
Liabilities:
Convertible debt at fair value	$	-	$	-	$	4,567,949	$	4,567,949

Schedule of Assumptions Were Used in Determining Fair Value of Convertible Notes

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

	December 31 2025
Risk free right		3.72	%
Stock price	$	5.65
Dividend yield		0	%
Volatility		67	%

Organization and Line of Business (Details)	3 Months Ended
Organization and Line of Business (Details)	Mar. 31, 2026
Organization and Line of Business [Abstract]
Date of company registered	Jan. 31, 2023

Segment Reporting

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

SEGMENT REPORTING

11.

SEGMENT REPORTING

The Company is managed at the consolidated level and therefore operates and reports as a single segment. The Company’s Chief Executive Officer is its Chief Operating Decision Maker (“CODM”). The Company’s CODM assesses significant segment expenses in comparison to forecasts and historical results to make decisions on capital allocation strategies. The measure of segment assets is reported on the balance sheets as total assets. All material long-lived assets are located in the United States.

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 March 31,
	2026		2025
General and administrative expenses		3,892,140		8,737,034
Payroll and compensation		482,500		317,500
Research and development		88,715		301,355
Total operating expenses		4,463,355		9,355,889

- Definition

The entire disclosure for segment reporting.

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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26

+ Details

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Revenue
Total revenue	$ 67,836	$ 500,000
Cost of goods sold
Total cost of goods sold	64,147	323,388
Gross profit	3,689	176,612
Operating expenses
General and administrative expenses	3,892,140	8,737,034
Payroll and compensation	482,500	317,500
Research and development	88,715	301,355
Total operating expenses	4,463,355	9,355,889
(Loss) income from operations	(4,459,666)	(9,179,277)
Other expenses
Interest expense	11,217,349	108,033
Change in fair value of convertible debt	932,195	61,565
Total other expenses	12,149,544	169,598
Income tax provision
Net loss	$ (16,609,210)	$ (9,348,875)
Loss per share
Loss per share basic	$ (0.2)	$ (0.34)
Loss per share diluted	$ (0.2)	$ (0.34)
Weighted average common shares outstanding
Weighted average common shares outstanding basic	81,121,957	27,241,846
Weighted average common shares outstanding diluted	81,121,957	27,241,846
Store sales
Revenue
Total revenue		$ 500,000
Product sales
Revenue
Total revenue	67,836
Store costs
Cost of goods sold
Total cost of goods sold		323,388
Product costs
Cost of goods sold
Total cost of goods sold	$ 64,147

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2026

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or any other interim period or for any other future year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the period ended December 31, 2025.

Going Concern

Going Concern

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. These financial statements and related notes thereto do not include any adjustments that might result from these uncertainties.

Inventory

Inventory

Inventories are stated at the lower of cost or estimated realizable value. The Company determines the cost of inventory using the first-in, first-out, or FIFO, method. The Company capitalizes inventory costs associated with the Company’s product based on management’s judgment, future commercialization is considered probable, and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. The following table illustrates inventory as of 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, 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

Reclassification

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

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

Significant estimates used in the preparation of the accompanying financial statements include recording of convertible notes, depreciation and amortization based on estimated useful lives of property and equipment and the fair value of shares issued for compensation.

Risks and Uncertainties

Risks and Uncertainties

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

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.

Concentration of Credit Risk

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be credit worthy. The Federal Deposit Insurance Corporation insures balances up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits. As of 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.

Cash and Cash Equivalents

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 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.

Intercompany Transactions

Intercompany Transactions

The Company engages in transactions with its subsidiaries and other related entities as part of its normal business operations. These transactions are conducted on terms and conditions that are similar to those with third parties and are eliminated in preparing the consolidated financial statements.

Property and Equipment

Property and Equipment

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 life.

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized as equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. The Company had no impairment as of 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.

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.

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

Deferred Revenue

Deferred Revenue

Deferred revenue is a liability on the Company’s balance sheet that represents payment for preorders of the Company’s stores and for store sale not yet in production. Deferred revenue is recognized as earned revenue on the income statement as the good or service is delivered to the customer. The balance at March 31, 2026 and December 31, 2025 was $1,500,000.

Customer Deposits

Customer Deposits

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

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date. Fair value should be based on assumptions market participants would use when pricing an asset. U.S. GAAP provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Assets and liabilities that are required to be recorded at fair value on the balance sheet are categorized based on the inputs to valuation techniques as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

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

Revenue Recognition

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:

Identify the contract with a customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price.

Recognize revenue when the entity satisfies a performance obligation.

The Company’s primary sources of revenue are from the sale of Smart Stores and, once fully commercialized, recurring subscription fees for its SaaS platform and related maintenance and support services.

Smart Stores

Revenue from the sale of Smart Stores is recognized at a point in time, generally upon delivery when control of the Smart Store transfers to the customer. Smart Store arrangements typically require that the customer also enter into a SaaS subscription agreement, as the SaaS platform is essential to the full operation of the Smart Store.

SaaS Services

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 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. To date, however, the Company has not charged customers for SaaS services in connection with its initial Smart Store deployments. These services have been provided at no cost as part of the Company’s early-stage commercialization strategy, and accordingly, no revenue related to SaaS services has been recognized for the periods presented.

Maintenance and Support Services

Customers may elect to enter into maintenance and support agreements or alternatively request services from the Company on an ad hoc, pay-as-needed basis. Maintenance and support services, when provided under a contractual arrangement, are accounted for as a separate performance obligation and recognized ratably over the term of the contract. Similar to SaaS, the Company has not charged its initial store customers for maintenance services to date, and no revenue has been recognized for these services for the periods presented.

Licensing of Intellectual Property

At present, the Company does not license its intellectual property separately from Smart Store sales. Should the Company enter into licensing arrangements in the future, such arrangements will be evaluated to determine whether they provide a right to use or a right to access the Company’s intellectual property and revenue will be recognized accordingly.

The Company’s evaluation under ASC 606-10-25-19 through 25-22 determined that while the Smart Store and SaaS are each capable of being distinct, the SaaS platform is essential to the full operation of the Smart Store, as disclosed in the Smart Store revenue recognition policy. As noted above, the Company has not recognized revenue for SaaS or maintenance services for the periods presented because such services were provided free of charge. Revenue is recognized at a point in time or over time, depending on the nature of the performance obligation.

To date, the Company has not charged customers for SaaS or maintenance services in connection with its initial Smart Store deployments; accordingly, no revenue related to SaaS or maintenance services has been recognized. 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.

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 months ended March 31, 2026 or 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.

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; and the good or service is separately identifiable from other promises in the contract.

As each contract is distinct from each other and stand alone, the Company has determined that each is a separate performance obligation, and not bundled together.

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. For services or subscription-based contracts, revenue is recognized over time as the services are rendered.

The Company disaggregates revenue based on the nature of the goods or services, geographical region, and timing of revenue recognition, as presented below:

	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		-		-
Over Time		-		-
	$	67,836	$	500,000

Organizational Costs

Organizational Costs

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fee, and costs of incorporation, are expensed as incurred.

Advertising

Advertising

The Company expenses advertising costs as they are incurred. 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

Research and Development

Research and development costs are charged to operations when incurred and are included in operating expenses. All research and development costs relate to developing our smart store technology. Costs incurred for the three months ended 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. Subsequent costs incurred to set up production and the transition to a commercial production phase began resulting in capitalization of product costs, rather than expensing them as research and development. See our inventory accounting policy for further information.

Share-Based Compensation

Share-Based Compensation

The Company recognizes expense for its share-based compensation based on the fair value of the awards at the time they are granted. For the purposes of estimating share-based compensation expense for these awards, the Company estimates the fair value of common stock issued at or near the date of grant using a combination of an income approach and a market approach under Section 409A of the United States Internal Revenue Code. Share-based compensation is included in general and administrative expenses. Refer to Note 7 for more information.

Convertible Notes

Convertible Notes

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.

Software Development Costs

Software Development Costs

The Company accounts for costs of computer software to be sold, leased, or otherwise marketed in accordance with ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed. Software development costs incurred prior to the establishment of technological feasibility are expensed as incurred. Once technological feasibility is established, costs incurred in the development of the product are capitalized until the product is available for general release to customers.

Capitalized software costs are amortized over the estimated economic life of the related product, which generally ranges from five to seven years, using the greater of (i) the ratio of current period revenues to the total of current and anticipated future revenues for the product or (ii) the straight-line method. The Company evaluates capitalized software costs for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires annual and interim disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), the disclosure and description of other segment items, the inclusion of all current annual disclosures about a reportable segment in interim periods, allows for disclosure of multiple measures of a reportable segment’s profit or loss, requires disclosure of the CODM’s title and position, and requires a description of how the CODM uses reported measures in assessing the performance of reportable segments and in making decisions pertaining to allocation of resources. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this standard. See Note 11 for further information.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires the annual disclosure of specific categories in the rate reconciliation and additional information for the reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. The Company has 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. This standard is effective for annual reporting of fiscal years beginning after December 15, 2026, and for interim periods in the following year, with early adoption permitted. This standard should be applied prospectively, with retrospective application permitted. In January 2025 the FASB issued ASU 2025-01, which revised the effective date to December 15, 2027. We are currently evaluating the impact of adopting this standard on our disclosures.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarify the requirements related to accounting for the settlement of a debt as an induced conversion. ASU 2024-04 is intended to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20 for convertible debt instruments with cash conversion features and debt instruments that are not currently convertible. ASU 2024-04 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of this ASU on our financial statements and disclosures.

Convertible Note (Details) - USD ($)							3 Months Ended
Convertible Note (Details) - USD ($)	Aug. 15, 2025	Feb. 14, 2025	Dec. 06, 2024	Dec. 04, 2024	Dec. 03, 2024	Aug. 19, 2024	Mar. 31, 2026	Mar. 31, 2025	Jan. 02, 2026	Dec. 31, 2025
Convertible Note [Line Items]
Percentage of PIK interest	9.00%
Percentage of cash interest	3.00%
Percentage of increase in PIK interest							12.00%
Percentage of increase in cash interest							6.00%
Convertible note principal							$ 4,000,000
Debt issuance costs							100,000
Gross cash proceeds from financing							$ 25,000,000
Note conversion price							$ 6
Note conversion price upon completion of business combination							$ 7.5
Common stock, shares issued							85,057,857		2,000,000	75,024,356
Valuation of common stock per share									$ 5.65
Change in fair value of convertible debt							$ 932,195	$ 61,565
Convertible Debt [Member]
Convertible Note [Line Items]
Change in fair value of convertible debt							$ 932,145
One Investor [Member] \| Two Notes [Member]
Convertible Note [Line Items]
Convertible note principal						$ 1,000,000
One Investor [Member] \| One Note [Member]
Convertible Note [Line Items]
Convertible note principal					$ 200,000
Two Investors [Member] \| Two Notes [Member]
Convertible Note [Line Items]
Convertible note principal			$ 667,000
Three Investors [Member] \| Three Notes [Member]
Convertible Note [Line Items]
Convertible note principal				$ 1,483,000
Five Investors [Member] \| Five Notes [Member]
Convertible Note [Line Items]
Convertible note principal		$ 650,000

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2026

Summary of Significant Accounting Policies [Abstract]

Schedule of Inventory

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

Schedule of Disaggregates Revenue

The Company disaggregates revenue based on the nature of the goods or services, geographical region, and timing of revenue recognition, as presented below:

	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		-		-
Over Time		-		-
	$	67,836	$	500,000

Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Schedule of Inventory [Abstract]
Raw material	$ 2,372,770	$ 1,021,947
Product inventory	60,094
Work in progress
Inventory	$ 2,432,864	$ 1,021,947

Leases

3 Months Ended

Mar. 31, 2026

Leases [Abstract]

LEASES

Operating Leases

For leases with a term of 12 months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities, and we recognize lease expense for such leases on a straight-line basis over the lease term.

On 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.

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. As there was only one identified asset, no allocation of the lease payments was deemed necessary. Management did not incur any initial direct costs associated with this lease. Per review of the lease agreements, there 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 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.

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:

2026	289,346
2027	245,556
2028	171,792
2029	148,450
2030	148,450
Thereafter	49,483

Total lease payments	1,053,077
Less: present value discount	(82,588	)
Total operating lease liabilities	970,489
Less current portion	351,335
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 5.5% as of March 31, 2026.

Right of use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease right of use asset also includes lease incentives. The Company’s lease terms include an option to extend or terminate the lease and it is reasonably certain that the Company will exercise that option to extend. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

In determining the discount rate to use in calculating the present value of lease payments, the Company estimates the rate of interest it would pay on a collateralized loan with the same payment terms as the lease by utilizing bond yields traded in the secondary market to determine the estimated cost of funds for the particular tenor.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2026

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Going Concern

Inventory

	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

Reclassification

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

Use of Estimates

Risks and Uncertainties

Cost of Goods Sold

Concentration of Credit Risk

Cash and Cash Equivalents

Intercompany Transactions

Property and Equipment

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

Deferred Revenue

Customer Deposits

Fair Value Measurements

Assets and liabilities that are required to be recorded at fair value on the balance sheet are categorized based on the inputs to valuation techniques as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

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

Revenue Recognition

Identify the contract with a customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price.

Recognize revenue when the entity satisfies a performance obligation.

Smart Stores

SaaS Services

Maintenance and Support Services

Licensing of Intellectual Property

As each contract is distinct from each other and stand alone, the Company has determined that each is a separate performance obligation, and not bundled together.

The Company disaggregates revenue based on the nature of the goods or services, geographical region, and timing of revenue recognition, as presented below:

	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		-		-
Over Time		-		-
	$	67,836	$	500,000

Organizational Costs

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fee, and costs of incorporation, are expensed as incurred.

Advertising

The Company expenses advertising costs as they are incurred. 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

Share-Based Compensation

Convertible Notes

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

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 more information, refer to Note 9 and Note 10.

Software Development Costs

Recent Accounting Pronouncements

Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value (Details)	Dec. 31, 2025 USD ($)
Liabilities:
Convertible debt at fair value	$ 4,567,949
Level 1 [Member]
Liabilities:
Convertible debt at fair value
Level 2 [Member]
Liabilities:
Convertible debt at fair value
Level 3 [Member]
Liabilities:
Convertible debt at fair value	$ 4,567,949

- Definition

Fair value portion of borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-10

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-11

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-11

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

+ Details

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 5,796,468	$ 89,634
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:	9,222,120	1,361,613
Non-current assets:
Security deposit	153,046	79,566
Property and equipment, net (note 2)	1,276,439	1,275,078
Right of use asset	851,524	907,705
Total non-current assets:	2,281,009	2,262,349
Total assets:	11,503,129	3,623,962
Current liabilities:
Accounts payable and accrued expenses	1,356,333	716,329
Interest payable - current	34,789	89,148
Sales tax payable	6,965	6,839
Customer deposits	179,500	203,645
Current operating lease liability	351,335	346,953
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:	7,542,528	10,554,350
Noncurrent liabilities:
Interest payable		131,549
Right of use liability	619,154	706,441
Promissory note (note 3)		2,550,930
Total noncurrent liabilities:	619,154	3,388,920
Total liabilities:	8,161,682	13,943,270
Commitments and contingencies: (note 3 and 6)
Stockholders’ deficit:
Common stock - $0.001 par value; 100,000,000 shares authorized; 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’ equity (deficit):	3,341,447	(10,319,308)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY:	11,503,129	3,623,962
Related Party
Current liabilities:
Loan payable - related party (note 4)	2,100,000	1,000,000
Preferred Stock A
Stockholders’ deficit:
Preferred stock, value
Preferred Stock B
Stockholders’ deficit:
Preferred stock, value	3	3
Preferred Stock C
Stockholders’ deficit:
Preferred stock, value	$ 100	$ 100

Organization and Line of Business

3 Months Ended

Mar. 31, 2026

Organization and Line of Business [Abstract]

ORGANIZATION AND LINE OF BUSINESS

VenHub, Global Inc. (which may be referred to as the “Company”, “we,” “us,” or “our” doing business as Venhub) was registered in Wyoming on January 31, 2023, as Autonomous Solutions Inc. On August 15, 2024, the Company redomiciled from Wyoming to Delaware and also renamed the Company to VenHub Global, Inc. (“VenHub”). 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.

On September 16, 2024, the Company created three wholly owned subsidiary limited liability companies:

VenHub, LLC to manage manufacturing, assembly and installation of units.

VenHub, Services LLC to provide software-as-a-service (SaaS) and ongoing maintenance services.

VenHub IP, LLC to hold and manage the Company’s intellectual property.

VenHub Stores, LLC was incorporated in Nevada on June 4, 2025, as the fourth subsidiary and is designed to focus on ownership of Company-owned stores.

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

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2026	Dec. 31, 2025
Statement [Line Items]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	85,057,857	75,024,356
Common stock, shares outstanding	85,057,857	75,024,356
Preferred Stock A
Statement [Line Items]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred Stock B
Statement [Line Items]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	3,943	3,943
Preferred stock, shares outstanding	3,943	3,943
Preferred Stock C
Statement [Line Items]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	100,000	100,000
Preferred stock, shares outstanding	100,000	100,000

Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2026

Supplemental Cash Flow Information [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

13.

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 (Details) - $ / shares	Apr. 30, 2026	Mar. 31, 2026
Common Stock [Member]
Subsequent Events [Line Items]
Price per share		$ 1
Subsequent Event [Member]
Subsequent Events [Line Items]
Purchase price per share	$ 1

Warrants

3 Months Ended

Mar. 31, 2026

Warrants [Abstract]

WARRANTS

12.

WARRANTS

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”).

The Subscriber Warrants have an exercise price of $4.32 per share and expire five years from the date of issuance (June 30, 2030). The Subscriber Warrants exercise price and number of underlying shares may be adjusted for customary antidilution events. The Company analyzed the Subscriber Warrants and determined that they met the requirements under ASC 815-40 to be classified in stockholders’ equity.

The Company allocated proceeds from the Offering to the shares of Common Stock sold and the Warrants issued on a relative fair value basis. The measurement of fair value of the Subscriber Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $4.56, exercise price of $4.32, term of five years, volatility of 46.0%, risk-free rate of 3.8%, and expected dividend rate of 0.0%). The grant date fair value of the Subscriber Warrants was estimated to be $862,000 and is reflected within additional paid-in capital (based on a relative fair value allocation along with the proceeds allocated to the shares of common stock issued) in the Company’s balance sheet as of December 31, 2025.

Commitments and Contingencies (Details)	3 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2026 USD ($) shares
Commitments and Contingencies [Line Items]
Cash	$ 225,000
Common stock shares issuable \| shares	3,462,375
Borrowers other debt default threshold amount	$ 750,000
Dismissal period for involuntary bankruptcy petition	45 days
Grace period for payment default under note	5 days
Cure period after notice of covenant breach	30 days
Cure or waiver period for other debt default	30 days
Promissory Note [Member]
Commitments and Contingencies [Line Items]
Maturity date	May 16, 2030
Secured promissory note	$ 2,500,000
Annual interest rate	4.00%

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Mar. 31, 2026	Mar. 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations	$ (16,609,210)	$ (9,348,875)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense related to note extension	11,300,000
Share based compensation	1,271,177	7,609,099
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
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)
Customer deposits	(24,145)	(1,000)
Security deposit	(73,480)	15,000
Change in operating right of use asset	56,181	19,638
Change in operating right of use liability	(82,905)	(44,795)
Accounts payable and accrued expenses	640,004	(243,883)
Sales tax payable	126
Sales tax receivable	(48,637)
Accrued payroll and compensation	(100,881)	164,500
Net cash (used) in operating activities	(7,512,685)	(1,354,246)
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment, net	(70,124)
Net cash (used) in investing activities	(70,124)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from crowdfunding		102,701
Proceeds from convertible debt, net		650,000
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
Net (decrease) increase in cash and cash equivalents	5,706,834	(601,545)
Cash and cash equivalents, beginning of period	89,634	1,352,892
Cash and cash equivalents, end of period	$ 5,796,468	$ 751,347

Segment Reporting - Schedule of Significant Segment Expenses (Details) - USD ($)	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Schedule of Significant Segment Expenses [Abstract]
General and administrative expenses	$ 3,892,140	$ 8,737,034
Payroll and compensation	482,500	317,500
Research and development	88,715	301,355
Total operating expenses	$ 4,463,355	$ 9,355,889