What changed in this filing

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Item 1. Business

2026-03-18 compared with 2025-03-28 · 156 added, 232 removed, 300 unchanged (56% of the section changed)

are a provider of event planning, production, and broadcasting services headquartered in Pennsylvania.

We mainly produce virtual and

hybrid events and physical events.

Virtual and hybrid events involve virtual and hybrid event planning, production and broadcasting services,

and continuing education services, all of which are supported by our proprietary Xyvid Pro Platform.

Physical events were added to our

revenue streams, due to our corporate restructuring completed in fiscal year 2023, and mainly involve live streaming and video recording

of physical events.

Holdings, Inc.

(the “Company,” “TEN Holdings,” “we,” “us,” or “our”), headquartered

in Langhorne, Pennsylvania, was incorporated on February 12, 2024 in Pennsylvania to act as the holding company of TEN Events, Inc.

Events”), which was incorporated in Pennsylvania in May of 2011 and is an operating entity.

TEN Events is a provider of event planning,

production, and broadcasting services.

TEN Events produces virtual, hybrid, self-service, and physical events.

Virtual, hybrid, and self-service

events could involve virtual and hybrid event planning, production and broadcasting services, and continuing education services, all

of which are supported by our proprietary Xyvid Pro platform and TEN Pro platform.

Physical events were added to our revenue streams,

due to our corporate restructuring completed in fiscal year 2023, and mainly involve live streaming and video recording of physical events.

of the date of this Annual Report, we primarily generate revenue from virtual and hybrid events delivered to corporate customers.

experienced decreases in our total revenue and net income in the year ended December 31, 2024, mainly due to loss of a few events that

did not repeat in 2024.

experienced decreases in our total revenue and net income in the year ended December 31, 2025, mainly due to an event series with

our biggest customer that took place in the three-month ended March 31, 2024, but did not repeat in the three months ended March 31,

For the years ended December 31, 2025 and 2024, we had total revenue of approximately $3.1 million and $3.5 million,

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For the years ended December 31, 2025 and

the revenue generated from virtual and hybrid events was approximately $3.2 million and $3.5 million, respectively, accounting for approximately

91.9% and 94.8% of our total revenue, respectively;

and the revenue generated from physical events was approximately $0.3 million and

$0.2 million, respectively, accounting for approximately 8.1% and 5.2% of our total revenue, respectively.

2024, the revenue generated from virtual and hybrid events was approximately $2.7 million and $3.2 million, respectively, accounting

for approximately 88.2% and 91.9% of our total revenue, respectively;

and the revenue generated from physical events was

approximately $0.4 million and $0.3 million, respectively, accounting for approximately 11.8% and 8.1% of our total revenue,

respectively.

mission is to deliver top-tier planning, production, and broadcasting services for virtual, hybrid and physical events.

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We believe the barriers to entry into the domestic and global webcasting industry are high,

include, among others, technological, talent, financial and regulatory and localization barriers.

The technological barrier must be overcome,

because new entrants need to make substantial upfront financial investment to develop a web-streaming platform that satisfies customers’

expectations and is comparable to our platform.

Such a web-streaming platform is expected to enable engagement of event attendees, provide

positive attendee experience, and feature technological interoperability, scalability, and reliability.

We estimate that it would require

a capital investment ranging from approximately $5.0 million to $7.0 million and we estimate that it would take a minimum of five years

to complete the development of a platform that is comparable to ours.

To address the talent barrier, new entrants need to engage talents

with expertise for live event planning, webcasting production, software development, and other relevant positions.

In addition to the

financial hurdles intrinsic to the technological barrier, the financial barrier requires significant financial resources to conduct continuous

research and development to build, maintain, and upgrade the technology and infrastructure required for the provision of webcasting services.

Lastly, the regulatory and localization barriers may be prohibitive for new entrants, as they may need to satisfy various regulatory

requirements when they endeavor to enter into this industry and provide localized services when they penetrate a new market area, especially

when such new entrants aim to operate across global regions.

including, among other things, technological, talent, financial and regulatory and localization barriers.

The technological barrier must

be overcome, because new entrants need to make substantial upfront financial investment to develop a web-streaming platform that satisfies

customers’ expectations and is comparable to our platform.

Such a web-streaming platform is expected to enable engagement of event

attendees, provide positive attendee experience, and feature technological interoperability, scalability, and reliability.

that it would require a capital investment ranging from approximately $5.0 million to $7.0 million and we estimate that it would take

a minimum of five years to complete the development of a platform that is comparable to ours.

To address the talent barrier, new entrants

need to engage talents with expertise for live event planning, webcasting production, software development, and other relevant positions.

In addition to the financial hurdles intrinsic to the technological barrier, the financial barrier requires significant financial resources

to conduct continuous research and development to build, maintain, and upgrade the technology and infrastructure required for the provision

of webcasting services.

Lastly, the regulatory and localization barriers may be prohibitive for new entrants, as they may need to satisfy

various regulatory requirements when they endeavor to enter into this industry and provide localized services when they penetrate a new

market area, especially when such new entrants aim to operate across global regions.

believe the domestic and global webcasting industry is highly competitive.

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For further details on our platform, see “Our

Services—Virtual and Hybrid Events.” In addition to these features, our Company is committed to continuously improving our

platform’s capabilities and meeting evolving customer needs, by conducting research and development.

Services – Virtual and Hybrid Events.” In addition to these features, our Company is committed to continuously improving

our platform’s capabilities and meeting evolving customer needs, by conducting research and development.

For our research and development

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quality service and supporting our customers, we believe that we have cultivated a loyal customer base.

For the year ended December 31,

2024, nine of our top ten customers, in terms of revenue, were repeat customers.

Management Team

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other matters.

generate revenue from the provision of virtual and hybrid events and physical events.

Virtual and hybrid events involve virtual and hybrid

event planning, production and broadcasting services, and continuing education services, all of which are supported by our proprietary

Xyvid Pro Platform.

Physical events mainly involve live streaming and video recording of physical events.

During the fiscal year ended

December 31, 2024, most of our revenue was generated from virtual and hybrid events.

Our virtual and hybrid events and physical events

include a variety of event types, collectively, including on-site studio broadcasts, hybrid events from in-person locations, fully virtual

webcam-based events, simulated live events (pre-recorded content played back at a scheduled time), and asynchronous video-on-demand events.

generate revenue from the provision of virtual, hybrid, self-service and physical events.

Virtual, hybrid and self-service events could

involve virtual and hybrid event planning, production and broadcasting services, and continuing education services, all of which are

supported by our proprietary Xyvid Pro platform and TEN Pro platform.

Physical events mainly involve live streaming and video recording

of physical events.

During the fiscal year ended December 31, 2025, most of our revenue was generated from virtual and hybrid events.

Our virtual and hybrid events and physical events include a variety of event types, collectively, including on-site studio broadcasts,

hybrid events from in-person locations, fully virtual webcam-based events, simulated live events (pre-recorded content played back at

a scheduled time), and asynchronous video-on-demand events.

and Hybrid Events

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approximately 525,812 attendees.

virtual and hybrid events are enabled by our proprietary Xyvid Pro Platform, which is an internet-based broadcast platform with interactive

virtual and hybrid events are enabled by our Xyvid Pro & TEN Pro platforms, which are internet-based broadcast platforms with interactive

engagement tools designed to provide web broadcast audiences with a dynamic, interactive, and engaging virtual event experience.

Xyvid Pro Platform has the following features:

(i) professional audio-visual production, broadcast and presentation;

(ii) customizable

event designs, that include, but are not limited to, a tailor-made attendee registration system, email communications, web panel for

virtual events, event material editing and rendering, as well as virtual meeting room creation and design;

(iii) an interoperable platform

that is able to integrate and deliver event content to various devices, including Windows, Mac, iOS, and Android, because Xyvid Pro Platform

is a web-based application that does not require a software download and is accessible through any modern browser such as Chrome, Edge,

Safari, or Firefox, or Brave;

(iv) scalable infrastructure that supports events of various sizes from a few attendees to tens of thousands

of global audiences, assisted by multi-language captioning and transcription services;

(v) event attendee interactivity and engagement

tools that are designed to keep attendees engaged through polling, surveys, integration of social media feeds, audience topic response

solicitations throughout the presentation, and other engagement tools;

and (vi) a technical support function.

of examples of our virtual and hybrid event portals

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88.2% and 91.9% of our total revenue, respectively.

the fiscal year of 2023, our corporate restructuring resulted in the addition of physical events to our revenue streams.

on our corporate restructuring, please see “—Corporate History and Structure.” Our physical events include live streaming

and video recording of physical events, video editing and production, and a custom on-demand video library for finished video content

to be viewed and downloaded.

physical events started in the fiscal year ended December 31, 2023 as a result of our corporate restructuring.

For details on our corporate

restructuring, please see “Corporate History and Structure.” Our physical events include live streaming and video recording

of physical events, video editing and production, and a custom on-demand video library for finished video content to be viewed and downloaded.

of examples of our delivered physical events

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total revenue, respectively.

customers represent a diverse range of industries, mainly including technology firms, healthcare organizations, educational institutions,

marketing and advertising agencies, as well as nonprofits and associations.

Our customers are of various sizes, including early-stage

companies looking to establish their brand and reach a broader audience through virtual and hybrid events, small and medium-sized enterprises

seeking to expand their market presence and engage with stakeholders through cost-effective event solutions, large enterprises often

requiring complex, large-scale event solutions to connect with global audiences, and multinational corporations that require scalable

and robust event solutions to manage multiple events across different regions.

customers represent a diverse range of industries, mainly including professional services firms, technology firms, healthcare organizations,

educational institutions, marketing and advertising agencies, as well as nonprofits and associations.

Our customers are of various sizes,

including early-stage companies looking to establish their brand and reach a broader audience through virtual and hybrid events, small

and medium-sized enterprises seeking to expand their market presence and engage with stakeholders through cost-effective event solutions,

large enterprises often requiring complex, large-scale event solutions to connect with global audiences, and multinational corporations

that require scalable and robust event solutions to manage multiple events across different regions.

arrangements with our customers generally include the following three types:

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the production and recording process for approximately 50 physical events.

the year ended December 31, 2024, one supplier independently accounted for more than 10% of our total purchases, accounting for approximately

17.9% of our total purchases.

Such largest supplier is a cloud hosting Platform as a Service that is essential for our platform’s

accessibility.

For the year ended December 31, 2023, one supplier independently accounted for more than 10% of our total purchases, accounting

for approximately 27.2% of our total purchases.

Such largest supplier is a cloud hosting Platform as a Service that is essential for

our platform’s accessibility.

Other than our largest suppliers that accounted for more than 10% of our total purchases, we do not

rely heavily on any of the remaining suppliers to provide core services to our customers, and, in the event that we lose any of those

suppliers, we believe that we will be able to find a replacement of appropriate service capacity at reasonable costs, due to the low

concentration and high competitiveness of the services provided by those suppliers.

the years ended December 31, 2025 and 2024, one supplier (Azure) independently accounted for more than 10% of our total purchases, accounting

for approximately 12.6% of our total purchases in 2025 and 17.9% of our total purchases in 2024.

Such largest supplier is a cloud hosting

Platform as a Service (PaaS) that is essential for our platform’s accessibility.

Other than our largest supplier that accounted

for more than 10% of our total purchases, we do not rely heavily on any of the remaining suppliers to provide core services to our customers,

and, in the event that we lose any of those suppliers, we believe that we will be able to find a replacement of appropriate service capacity

at reasonable costs, due to the low concentration and high competitiveness of the services provided by those suppliers.

and Marketing

promote our business and engage with potential customers through various offline and online channels.

The main offline channels for us

The main offline channels we use

to identify and obtain business opportunities include participation in industry conferences, trade shows, and networking events, such

as Event Tech Live, Streaming Media East, NIRI Annual Conference, as well as referrals from customers.

The main online channels include

social media marketing on platforms, such as LinkedIn, Twitter, Facebook, and Instagram, online content publications, such as blogs and

case studies, targeted email marketing, online advertising campaigns, and corporate website customization for search engines.

as Event Tech Live, Streaming Media East, NIRI Annual Conference, as well as referrals from existing customers.

The main online channels

we utilize include social media marketing on platforms, such as LinkedIn, Twitter, Facebook, and Instagram, online content publications,

such as blogs and case studies, targeted email marketing, online advertising campaigns, and corporate website customization for search

sales strategies focus on leveraging multiple sales channels and personalized approaches to attract and retain customers.

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and sales efforts with additional investment in digital marketing and sales team expansion.

Within the next three years, we expect to

use approximately 20% of the net proceeds we received from our initial public offering (“IPO”) (approximately $2 million

for marketing and sales efforts.

Technology and Innovation

expect to continuously enhance our Xyvid Pro Platform with improved features.

For example, we plan to improve our platform by the following

(i) developing new interactive features to increase event attendee engagement, such as adding networking tools and gaming functions,

which features are expected to become available in the second quarter of 2025;

(ii) incorporating advanced data analytics tools to provide

real-time insights and comprehensive reporting on event performance and attendee behavior, which tools are expected to become available

in the third quarter of 2025;

(iii) enhancing the scalability and flexibility of our platform, which enhancements are expected to be

completed in the second quarter of 2025;

and (iv) enhancing the multilingual support function, which enhancements are expected to be

completed in the second quarter of 2025.

We also plan to incorporate more emerging technologies to enhance our platform.

artificial intelligence empowers the multi-language captioning and transcription of our Xyvid Pro Platform, and we plan to implement

additional features driven by artificial intelligence in the future, such as introducing a new iteration of our polling engagement tool,

designed to leverage the power of generative artificial intelligence by suggesting polling questions based on the content of the uploaded

PowerPoint presentation.

Such feature is expected to significantly enhance the polling experience for both presenters and attendees and

the initial AI-driven enhancements are expected to be available in the second quarter of 2025.

the fourth quarter of 2025, we entered a technical partnership with webinar.net, an Xcyte Digital company, to bring to market our next-generation

webcasting platform, TEN Pro.

TEN Pro offers numerous improvements over our prior Xyvid Pro platform, including AI-based live captioning

and translation, enhanced user experience and ease of use, advanced continuing education capabilities, an on-demand editing lab, and

1080p live streaming with reduced latency.

TEN Pro also positions us to enter the webcasting platform software-as-a-service market due

to its focus on usability.

plan to incorporate more emerging technologies to enhance our TEN Pro platform.

For example, in the first quarter of 2026 we expanded

our AI based captioning and translation from 8 to over 70 languages, as well as introducing a speech to text feature where global audience

members can hear the translation as opposed to needing to split their focus between reading the live transcript and the presentation

We also will be incorporating AI-based Business Intelligence capabilities allowing the customer to craft their own custom reports

and metrics dashboards.

Using AI, the platform will analyze your event for the highlights and generate short form clips for use in social

media campaigns.

Generative AI capabilities will be leveraged to provide a summary of what you missed if you attend late, and a complete

recap will be available post event.

addition, our business model is predominantly service based as of the date of this Annual Report.

We plan to integrate a platform-as-a-service

(PaaS) model over the next few years.

This strategy will involve offering our platform as a subscription-based service, enabling customers

to leverage our technology independently.

We believe this shift will allow us to cater to a broader range of customers and drive recurring

revenue streams.

We plan to integrate a PaaS model over

the next few years.

This strategy will involve offering our platform as a subscription-based service, enabling customers to leverage

our technology independently.

We believe this shift will allow us to cater to a broader range of customers and drive recurring revenue

As of the date of this Annual Report, we are in the development phase of our PaaS offering.

Service Offerings

mainly produce virtual and hybrid events and physical events.

We plan to diversify our service offerings by introducing additional services,

such as a self-service webcasting platform for technically proficient customers to manage their own events on a subscription basis.

of the date of this annual report, we are in the ideation phase and anticipate employing additional staff for new service offerings.

key differentiator has historically been our fully managed services.

We primarily produce virtual and hybrid events but also provide

physical event services.

In the fourth quarter of 2025, we diversified our service offerings by introducing TEN Pro, a self-service webcasting

platform designed for enterprise customers seeking to manage their own events on a subscription basis.

Additionally, we provide managed

services in conjunction with a TEN Pro license to further support our customers throughout the year.

Strategic Investments and Acquisitions

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depending on their complexity and scope.

We incurred $128,891.19 and $105,885.55 in research and development expenses for the years ended

December 31, 2024 and 2023, respectively.

We conduct all research and development activities in-house, ensuring alignment with our strategic

goals and maintaining control over the innovation process, and have approximately eight research and development specialists, as of the

date of this annual report.

We incurred $1.0 million and $0.1 million in research and development expenses for the years

ended December 31, 2025 and 2024, respectively.

We conduct all research and development activities in-house, ensuring alignment with

our strategic goals and maintaining control over the innovation process, and have approximately two research and development specialists,

as of the date of this Annual Report.

research and development efforts are guided by the stages of product development and the software development life cycle.

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and user acceptance testing.

The product team then conducts further user acceptance testing to validate the products against the following

three key criteria, to determine whether:

(i) the products meet customer needs, (ii) the messaging and pricing is aligned to communicate

value, and (iii) the Company is prepared to sell, deliver, manage, and support the products.

Following successful validation, we will

prepare to launch the products onto the market.

The product team then conducts further user acceptance testing to validate the products and to determine

whether (i) the products meet customer needs, (ii) the messaging and pricing is aligned to communicate value, and (iii) the Company is

prepared to sell, deliver, manage, and support the products.

Following successful validation, we will prepare to launch the products

onto the market.

research and development efforts are focused on integrating emerging technologies, such as artificial intelligence, developing features

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tenevents.co, and teneventsmarketing.com.

In addition, as of the date of this annual report, we have received Notices of Allowance for

two trademarks, TEN Holdings and TEN Events.

We plan to submit the Statements of Use for these two trademarks on or before August 25,

In addition, as of the date of this Annual Report, we have received certificates of approval

for two trademarks, TEN Holdings and TEN Events.

seek to protect our intellectual property rights by relying on intellectual property laws and on contractual measures.

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registered domain names and other intellectual property that we may acquire to protect our brand and our intellectual property.

strive to attract, recruit, and retain talents through our compensation and benefit programs, learning and development opportunities

strive to attract, recruit, and retain talent through our compensation and benefit programs and learning and development opportunities

that support career advancement.

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To attract talent, we

endeavor to offer competitive compensation package.

endeavor to offer competitive compensation packages.

In addition to cash compensation, we offer complementary benefits, including performance-based

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and an inclusive corporate culture.

subsidiary, TEN Events, Inc., enters into employment agreements with each of the employees.

There is no collective bargaining agreement

that covers our employees.

During the fiscal year ended December 31, 2024, we did not experience any interruptions of operations or work

stoppages due to labor disagreements or disputes.

We strive to maintain positive labor relations through open communication and proactive

conflict resolution measures.

subsidiary, TEN Events, enters into employment agreements with each of the employees.

There is no collective bargaining agreement that

covers our employees.

During the fiscal year ended December 31, 2025, we did not experience any interruptions of operations or work stoppages

due to labor disagreements or disputes.

We strive to maintain positive labor relations through open communication and proactive conflict

resolution measures.

of December 31, 2025, we had a headcount of 25 full-time employees.

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and location for the fiscal year ended December 31, 2025.

Fiscal year of

Number of employees by Type

Number of employees by Function

Fiscal year of

Management and Administration

Shared Service (Finance/IT)

Sales and Marketing

Number of employees by Location

Fiscal year of

North Carolina

the preceding two years from the date of this annual report, we have not entered into any material contracts, other than those contracts

entered into for providing services to our customers in the ordinary course of our business, or as discussed elsewhere in this annual

of employees by Type

of employees by Function

Administration

of employees by Location

maintain certain insurance policies to safeguard against risks and unexpected events.

For example, we have liability insurance that covers

the risks against cybersecurity claims, commercial general liability, automobile liability and umbrella coverage, each insurance coverage

category subject to limitations as provided by the insurance policies.

the risks against cybersecurity claims, commercial general liability, automobile liability and umbrella coverage.

Each insurance coverage

category is subject to limitations as provided by the insurance policies.

We believe our current insurance coverage is adequate for our

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and Video Services Laws and Regulations

operate in the highly regulated livestreaming and video services industry.

operate in the regulated livestreaming and video services industry.

A number of U.S.

federal, state, and international laws and

regulations affect our business.

federal, state, and international laws and regulations

affect our business.

The regulatory bodies that regulate our business include the Federal Trade Commission, the U.S.

and trademark office, state consumer protection agencies, and international regulatory bodies.

We may be subject to compliance audits

by certain of these authorities.

patent and trademark

office, state consumer protection agencies, and international regulatory bodies.

We may be subject to compliance audits by certain of

these authorities.

livestreaming aspect of our business is subject to the U.S.

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are numerous federal, state, local, and international laws and regulations regarding intellectual property, privacy, data protection,

information security, and the storing, collecting, sharing, using, processing, transferring, disclosing, and protecting of personal information

information security, and the storing, collection, sharing, use, processing, transferring, disclosure, and protection of personal information

and other content.

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of such data.

California has enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which affords consumers expanded

privacy protections.

The CCPA, which went into effect on January 1, 2020 and was recently amended, may require us to modify our data

processing practices and policies and we may incur substantial costs and expenses in an effort to comply.

The CCPA gives California residents

expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive

detailed information about how their personal information is used.

It also provides for civil penalties for violations and a private

right of action for data breaches that may increase data breach litigation.

California and other U.S.

states have also enacted state specific privacy laws and those laws may include civil penalties,

private rights of action, and other remedies, if and when applicable to a business.

we engage with non-U.S.

users, we are subject to international information security regulations such as the General Data Protection Regulation

(the “GDPR”) in the European Union (“EU”), which went into effect in May 2018.

The GDPR imposes stringent data

protection requirements and provides greater penalties for noncompliance than previous data protection laws, including potential penalties

of up to €20 million or 4% of the violator’s annual global revenue.

Following Brexit, although the United Kingdom enacted

its Data Protection Act in May 2018 to align with the GDPR, there remains uncertainty regarding how data transfers to and from the United

Kingdom will be regulated.

In Canada, the Personal Information Protection and Electronic Documents Act may apply to us if we engage with

users, we may be subject to international information security regulations such as the General Data

Protection Regulation (the “GDPR”) in the European Union (“EU”), which went into effect in May 2018.

GDPR imposes stringent data protection requirements and provides greater penalties for noncompliance than previous data protection

laws, including potential penalties of up to €20 million or 4% of the violator’s annual global revenue.

Following Brexit,

although the United Kingdom enacted its Data Protection Act in May 2018 to align with the GDPR, there remains uncertainty regarding

how data transfers to and from the United Kingdom will be regulated.

In Canada, the Personal Information Protection and Electronic

Documents Act may apply to us if we engage with local users.

strive to comply with the applicable U.S.

laws, regulations, policies, and other legal obligations relating to information security to

the extent possible.

the extent applicable to our business and as practical.

We plan to adhere to international laws, regulations, policies, and other legal obligations related to information

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technical personnel.

Our privacy policy regulates the information we collect (for instance, name, address, email address, phone number)

Our privacy policy regulates applicable information we collect (for instance, name, address, email address, phone number)

and how we may use it.

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We periodically evaluate and update our privacy policy.

regulatory framework for information security worldwide is, and is likely to remain, uncertain for the foreseeable future, and it is

regulatory framework for information security worldwide is, and is likely to remain for the foreseeable future, uncertain, and it is

possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction

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Copyright Act (the “DMCA”) regulates the distribution and storage of digital content to protect intellectual property rights.

As we offer a library for downloading videos, we are required adhere to the provisions of the DMCA.

As we offer a library for downloading videos, we are required to adhere to the provisions of the DMCA.

Under 17 U.S.C.

need to implement measures to handle take-down notices in the event of alleged copyright infringement.

This may involve designating an

agent to receive notifications of claimed infringement, and promptly removing or disabling access to the infringing content upon receipt

we need to implement measures to handle take-down notices in the event of alleged copyright infringement.

This may involve designating

an agent to receive notifications of claimed infringement, and promptly removing or disabling access to the infringing content upon receipt

of a valid take-down notice.

History and Structure

2011 to the date of this annual report, we have undertaken the following corporate restructuring steps:

December 5, 2011, Xyvid, Inc.

was incorporated under the laws of the State of Pennsylvania as a business corporation and has been

the operating entity that operates our business as of the date of this annual report.

June 3, 2021, V-Cube, Inc.

acquired the 100% equity interest in Xyvid, Inc.

February 12, 2024, The Events Network, Inc., our holding company, was incorporated under the laws of the State of Pennsylvania as

a business corporation and issued 10 shares of common stock to V-Cube, Inc.

April 2, 2024, Xyvid, Inc.

changed its name to TEN Events, Inc.

June 20, 2024, The Events Network, Inc.

changed its name to TEN Holdings, Inc.

July 2, 2024, TEN Holdings, Inc.

issued 90 shares of common stock to V-Cube, Inc.

in exchange for the 100% equity interest in TEN

from V-Cube, Inc., as a result of which V-Cube, Inc.

owned 100 shares of common stock, or 100% of the issued and outstanding

common stock of TEN Holdings, Inc.

and TEN Holdings, Inc.

owns the 100% equity interest in TEN Events, Inc.

July 24, 2024, TEN Holdings, Inc.

was converted to a Nevada corporation, as a result of which, each one share of common stock, no

par value per share, of TEN Holdings, Inc.

that was issued and outstanding prior to the effective time of such re-domestication from

Pennsylvania to Nevada, was converted into and became 100,000 shares of common stock, par value $0.0001, of TEN Holdings, Inc.

a Nevada corporation, and TEN Holdings, Inc.

issued 50,000,000 shares of common stock in the aggregate.

September 9, 2024, V-Cube, Inc.

transferred 2,200,000 shares of common stock of our holding company, TEN Holdings, Inc., to Eastern

Nations Trading Pte.

Ltd., a private limited company organized and existing under the laws of Singapore.

October 9, 2024, the Company’s then sole Director and majority stockholder approved a reverse stock split to consolidate its

issued common stock at a ratio of 2-for-1, as a result of which, the number of the Company’s issued shares of common stock

changed from 50,000,000 to 25,000,000.

October 9, 2024, V-Cube, Inc.

transferred an additional 1,100,000 shares of our common stock to Eastern Nations Trading Pte.

December 23, 2024, the convertible promissory note dated September 5, 2024, as amended, held by Mr.

Naoaki Mashita, the chief executive

officer of V-Cube, Inc., the principal stockholder of the Company, having the outstanding principal balance of $317,000, was partially

converted into 689,130 shares of common stock of the Company, relative to the principal balance, at a conversation price of $0.46

per share, which convertible promissory note remains outstanding as to the interest accrued until the maturity date thereof on December

February 18, 2025, the Company closed the IPO of 1,667,000 shares of common stock at a public offering price of $6.00 per share.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business