v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES
3. COMMITMENTS AND CONTINGENCIES

 

During the three and six months ended June 30, 2026, the Company recognized settlement expense of $269,000 related to the resolution of certain legal and commercial matters. The settlement expense is included within other expenses in the accompanying condensed consolidated statements of operations. The settlement obligations were satisfied during the quarter, and accordingly, there was no outstanding settlement liability related to these matters as of June 30, 2026.

 

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 was 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 settlement in accordance with ASC 450, Contingencies, when the loss became probable and reasonably estimable. The secured promissory note contained customary representations, covenants and events of default, including payment defaults, bankruptcy or insolvency events, material breaches of the note agreement and certain cross-default provisions, which entitled the holder to accelerate amounts outstanding upon the occurrence of an event of default.

 

As of June 30, 2026, the promissory note had been paid in full, and no obligations remained outstanding under the settlement agreement.

 

See Note 6 for lease commitments.