Item 5. Other Information
Item
5. Other Information
On
October 27, 2025, the Company received a grand jury subpoena from the U.S. Attorney’s Office in connection with an investigation
in the Southern District of New York. The subpoena calls for the production of documents relating to its initial public offering. On
October 28, 2025, the Company learned that SEC is conducting a related investigation. The Company intends to fully cooperate with the
investigations and comply with its obligations under the subpoena. It is not possible at this time to predict when the investigation
will be resolved, the outcome of the investigation, or its potential impact on the Company.
31
Item
6. Exhibits
Incorporated
by Reference
(Unless
Otherwise Indicated)
Exhibit
Number
Exhibit
Title
Form
File
Exhibit
Filing
Date
3.1
Certificate of Incorporation
Filed
herewith
3.2
Bylaws
Filed
herewith
4.1
Specimen Stock Certificate
S-1
333-282621
4.1
October
11, 2024
10.1
Employment Agreement by and between the Company and Virgilio D. Torres
8-K
001-42515
10.1
July
1, 2025
10.2
Market Awareness Agreement, dated as of June 27, 2025, between TEN Holdings, Inc. and MicroCap Advisory, LLC
8-K
001-42515
10.1
August
8, 2025
10.3+
Reseller Program Agreement, dated as of October 21, 2025, between TEN Holdings, Inc. and Xcyte Digital Corporation
Filed
herewith
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed
herewith
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed
herewith
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished
herewith
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished
herewith
101.INS
Inline
XBRL Instance Document
Filed
herewith
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
Filed
herewith
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
Filed
herewith
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
Filed
herewith
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
Filed
herewith
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
Filed
herewith
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Filed
herewith
*
In
accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed
to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will
not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.
+
The
schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally
a copy of any omitted schedule to the Securities and Exchange Commission upon its request.
32
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
November 10, 2025
TEN
Holdings, Inc.
By:
/s/
Randolph Wilson Jones III
Randolph
Wilson Jones III
Chief
Executive Officer
By:
/s/
Virgilio D. Torres
Virgilio
D. Torres
Chief
Financial Officer
33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.