What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-18 compared with 2025-03-28 · 12 added, 90 removed, 4 unchanged (96% of the section changed)

1 unchanged sentence

common stock trades under the symbol “XHLD” on the Nasdaq Capital Market.

of March 28, 2025, we had 28,693,442 shares of common stock issued and outstanding held by three stockholders of record, not

including beneficial holders whose shares are held in names other than their own.

of the date of this annual report, we have not paid any cash dividends on our common stock, and our board of directors intends to continue

a policy of retaining earnings, if any, for use in our operations, though we may change this policy in the future.

Any determination

by our board of directors to pay dividends in the future to stockholders will be dependent upon our operational results, financial condition,

capital requirements, business projections, general business conditions, statutory and regulatory restrictions, and any other factors

deemed appropriate by our board of directors.

of March 10, 2026, we had 3,977,443 shares of common stock issued and outstanding held by 15 stockholders of record, not including beneficial

holders whose shares are held in nominee or “street name” accounts through brokers.

of the date of this Annual Report, we have not paid any cash dividends on our common stock, and our Board intends to continue a policy

of retaining earnings, if any, for use in our operations, though we may change this policy in the future.

Any determination by our Board

to pay dividends in the future to stockholders will be dependent upon our operational results, financial condition, capital requirements,

business projections, general business conditions, statutory and regulatory restrictions, and any other factors deemed appropriate by

Compensation Plans

information on securities authorized for issuance under our existing equity compensation plan as of December 31, 2025, see Item 12 under

the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Sales of Unregistered Securities

the fiscal year ended December 31, 2024, we issued the following securities which were not registered under the Securities Act.

that each of the following issuance was exempt from registration under the Securities Act in reliance on Regulation D under the Securities

Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation

S under the Securities Act regarding sales by an issuer in offshore transactions.

No underwriters were involved in these issuances of

subscribed for 10 shares of common stock of TEN Holdings, Inc.

in consideration of $10.00 in the corporate formation of TEN Holdings,

on February 12, 2024, and obtained another 90 shares of common stock of TEN Holdings, Inc.

on July 2, 2024 in exchange for the 100%

equity interest in TEN Events, Inc.

valued at approximately $32.5 million.

Accordingly, the consideration paid by V-Cube, Inc.

equity interest in TEN Holdings, Inc.

(amounting to 25 million shares of common stock post reverse split and corporate restructuring)

was approximately $32.5 million.

Advisors, LLC (“Spirit Advisors”) received a warrant to purchase the Company’s common stock as of February 12, 2024,

in partial consideration for consulting services rendered in connection with the IPO.

On February 19, 2025, Spirit Advisors acquired

1,337,312 shares of the Company’s common stock through the cashless exercise of the warrant.

March 25, 2024, Xyvid, Inc.

(now known as TEN Events, Inc., our operating entity) entered into a certain Agreement for Loan Conditions

with Naoaki Mashita, our Director and the chief executive officer of V-Cube, Inc., the Company’s controlling stockholder, pursuant

to which loan agreement, Mr.

Mashita agreed to provide a loan to Xyvid, Inc.

in the principal amount of $317,000, bearing interest at

an annual interest rate of 6.0%, with an original repayment date of December 31, 2024, and which loan agreement was assigned to and assumed

by the Company on September 5, 2024, and the indebtedness thereunder was memorialized in a convertible promissory note delivered on such

date with the same terms, which convertible promissory note is convertible, in whole or in part, into shares of common stock of the Company

prior to the maturity thereof.

The conversion price of such convertible promissory note is at $0.46 per share of common stock.

23, 2024, the Company and Mr.

Mashita agreed to extend the repayment date relative to the outstanding interest component of

such indebtedness as of such date of December 31, 2024 to March 31, 2025, pursuant to amendments to each of the Agreement for Loan Conditions

and the convertible promissory note, entered into by the parties thereto, On December 23, 2024, we issued 689,130 shares of common stock

Naoaki Mashita pursuant to the partial conversion of the convertible promissory note, as amended, in the outstanding principal

amount of $317,000 held by Mr.

Naoaki Mashita.

The repayment date of the outstanding interest due on the convertible promissory note

was further extended on March 19, 2025, to December 31, 2025, pursuant to amendments to each of the Agreement for Loan Conditions and

the convertible promissory note.

September 5, 2024, the Company’s board of directors adopted an equity incentive plan (the “Plan”) under which an aggregate

of 10% of the Company’s authorized shares of common stock, which equals 12,500,000 shares of common stock, were reserved for issuance.

On September 27, 2024, the Company’s board of directors and then sole stockholder approved the resolution to change the maximum

number of shares of common stock of the Company reserved and available for granting awards under the Plan from 12,500,000 to 4,000,000.

The Plan allows for the issuance of options, stock appreciation rights, restricted stock, restricted stock unit, performance award, dividend

equivalent, and other stock-based award to selected employees, officers, directors and consultants, for them to acquire a proprietary

interest in the growth and performance of the Company.

On October 10, 2024, the Company granted stock options to certain individuals

who were the Company’s directors and employees to purchase an aggregate of 2,640,250 shares of common stock at an exercise price

of $0.46 per share.

The options have a contractual term of ten years and vest upon the satisfaction of service conditions for Company

employees and performance conditions for Company directors.

Pursuant to the stock award agreements, an aggregate of 1,122,925 shares

of common stock vested upon the completion of our IPO.

incorporation, there have been changes in the ownership of our common stock.

Business—Corporate History and

Structure.” On October 9, 2024, our Company’s then sole Director and majority stockholder approved a 2-for-1 reverse stock

split, as a result of which the aggregated number of outstanding shares of common stock changed from 50,000,000 to 25,000,000.

of shares of common stock referenced above reflects the effect of such reverse stock split.

following “Use of Proceeds” information relates to the registration statement on Form S-1, as amended (File Number 333-282621),

for our IPO, which was declared effective by the SEC on February 7, 2025.

On February 18, 2025, we completed our IPO, in which we registered,

issued and sold an aggregate of 1,667,000 shares of common stock, at a public offering price of $6.00 per share for $10,002,000.

Capital, LLC was the representative of the underwriters of our IPO.

incurred approximately $1,101,770 in expenses in connection with our IPO, which included approximately $550,110 in underwriting

discounts, approximately $100,020 in expenses paid to or for underwriters, approximately $440,060 in legal and financial service

fees, and approximately $11,580 in other expenses.

None of the transaction expenses included payments to directors or officers of

our Company or their associates, persons owning more than 10% or more of our equity securities or our affiliates.

None of the net

proceeds we received from the IPO were paid, directly or indirectly, to any of our directors or officers or their associates,

persons owning 10% or more of our equity securities or our affiliates.

net proceeds raised from the IPO were $8,900,230, after deducting underwriting discounts and the offering expenses payable

As of the date of this annual report, we have used approximately $2.5 million, $2.0 million, $2.0 million, and $1.7 million from

the net proceeds for (i) advisory services for future financing related to acquisitions, business development and growth initiatives,

(ii) repayment of short-term loans, (iii) marketing efforts to boost brand awareness, and (iv) working capital and general corporate

purposes to support day-to-day operations, respectively.

We intend to use the remaining proceeds from our IPO largely in the manner disclosed

in our registration statement on Form S-1, as amended (File Number 333-282621).

Purchases of Equity Securities

the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Equity Incentive

of Unregistered Securities

were no unregistered sales of equity securities during the fiscal year ended December 31, 2025 which have not been previously disclosed

in a quarterly report on Form 10-Q or a current report on Form 8-K.

of Equity Securities

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 5. Market for Registrant’s Common Equity