What changed in this filing

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Item 9A. Controls and Procedures

2026-03-18 compared with 2025-03-28 · 1099 added, 958 removed, 616 unchanged (77% of the section changed)

9 unchanged sentences

Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures

as of December 31, 2024 and determined that the disclosure controls and procedures were effective at a reasonable assurance level

as of that date.

as of December 31, 2025 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as

of that date.

Control Over Financial Reporting

annual report on internal control over financial reporting.

This annual report does not include a report of management’s assessment regarding

internal control over financial reporting, due to a transition period established by rules of the SEC for newly public companies.

report of the registered public accounting firm.

This annual report does not include an attestation report of our independent registered

public accounting firm regarding internal control over financial reporting.

Our management’s report was not subject to attestation

by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) of the Exchange Act).

Internal control over financial reporting includes policies and procedures that provide reasonable

assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting

purposes in accordance with U.S.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of our assets;

reasonable assurance that transactions are recorded properly to allow for the preparation

of financial statements in accordance with GAAP and that our receipts and expenditures are

being made only in accordance with authorizations of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisitions,

use, or disposition of our assets that could have a material effect on the consolidated financial

of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not

prevent or detect misstatements.

Further, because of changing conditions, effectiveness of internal control over financial reporting

may vary over time.

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted

an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria established

in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

on this evaluation, management concluded that our internal controls over financial reporting were effective as of December 31, 2025.

we qualify as an emerging growth company under the JOBS Act, this Annual Report does not include an attestation report of our independent

registered public accounting firm regarding internal control over financial reporting.

Our management’s report was not subject

to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s

report in this Annual Report.

in internal control over financial reporting.

There were no changes in our internal control over financial reporting (as the term is

defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter of the fiscal year ended December 31,

were no changes in our internal control over financial reporting during the fourth fiscal quarter of the fiscal year ended December 31,

2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2 unchanged sentences

Directors, Executive Officers and Corporate Governance.

board of directors consists of five directors, two of whom are “independent” within the meaning of the corporate governance

standards of the Nasdaq listing rules and meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act.

Set forth below

is information concerning our directors.

Randolph Wilson Jones III

Chief Executive Officer and

Director of the Company

Secretary, Chief Financial Officer and Director

of the Company

Naoaki Mashita

Director of the Company, chief executive

officer of V-Cube, Inc.

Managing partner of Avonwood Capital Partners

Private Equity Fund, chief financial officer of TZVECL DBA Elevate Eyecare

Justin Sherrock

Chief financial officer and Chief operating

officer of Car Dealership Guy, LLC

Board consists of five directors, three of whom are “independent” within the meaning of the corporate governance standards

of the Nasdaq listing rules and meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act.

Set forth below is information

concerning our directors.

Wilson Jones III

Executive Officer and Director

Financial Officer, Secretary and Director

Randolph Wilson Jones III has served as our Chief Executive Officer since August 2024, and our Director since October 2024.

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University of Dayton in 1991.

has served as our Secretary since February 2024, and our Chief Financial Officer and Director since October 2024.

From August 2019 to July 2022, Mr.

Orobono was the vice president of finance of Getta Holdings, Inc, where he was in charge of the company’s

accounting and finance matters.

From July 2018 to July 2019, he served as a financial planning and analysis leader at Sues WTS USA, Inc,

where he was responsible for accounting and finance, and from June 2015 to April 2018, Mr.

Orobono was a controller at McCaffrey’s

Food Markets, also overseeing accounting and finance.

Orobono received his bachelor’s degree in Finance and Marketing from

Lehigh University in 2004 and his master’s degree in Accounting from Saint Joseph’s University in 2008.

Naoaki Mashita has served as our Director since February 2024.

Since 1998, Mr.

Mashita has been the chief executive officer of V-Cube,

Inc., our parent company, and was responsible for the company’s overall management.

From November 2018 to August 2019, Mr.

was the chief executive officer and president at Sensyn Robotics, Inc., where he oversaw the company’s daily operations.

currently serves on the board of directors for Sumitomo Mitsui Trust Bank Limited, Ushio Inc., and Micin Inc.

Mashita received his

bachelor’s degree in Computer Science from Keio University in 2000 and his master’s degree in Computer Science from Keio

University Graduate School in 2002.

We believe Mr.

Mashita has the requisite qualifications to serve as our Director because of his expertise

in business management.

David Price has served as our Independent Director since February 2025.

Since January 2023, Mr.

Price has served as the managing partner

at Avonwood Capital Partners Private Equity Fund, where he oversees and manages investments in the healthcare space.

Since April 2019,

Price has served as the chief financial officer at TZVECL DBA Elevate Eyecare.

From December 2016 to January 2022, Mr.

the founder and chief executive officer of Trailblaze CFO LLC, a project-based CFO consulting firm.

From April 2011 to December 2016,

Price was the chief financial officer of RevZilla Motorsports, LLC.

Price received his bachelor’s degree in Business Administration

from Drexel University in 2007 and his master’s degree in business administration from Villanova University in 2016.

Price has the requisite qualifications to serve as our Independent Director because of his expertise in business management and finance.

Justin Sherrock has served as our Independent Director since February 2025.

Since January 2024, Mr.

Sherrock has served as the CFO and

COO of Car Dealership Guy, LLC, where he manages the day-to-day operations and finance functions.

From April 2021 to December 2023, Mr.

Sherrock was the CEO and a director of Danis Auto Sales, LLC, dba Gettacar, where he led all business operations and finance.

From December

2019 to April 2021, Mr.

Sherrock was the senior vice president of I Fund Philly, LLC, dba I Fund Cities, where he led the development

of an investment fund.

From February 2018 to December 2019, Mr.

Sherrock was the CEO of Opa Philly I, LLC where he owned a multi-unit

restaurant franchise.

Sherrock received his bachelor’s degree in Industrial Engineering from the Pennsylvania State University

We believe Mr.

Sherrock has the requisite qualifications to serve as our Independent Director because of his extensive management

Torres has served as our Chief Financial Officer, Secretary and Director since June 2025 and as our Secretary since March

From March 2022 to March 2025, Mr.

Torres served as the vice president for finance at Obsess Inc., where he built and scaled the

finance function, implemented financial controls and revenue recognition processes, and supported fundraising efforts.

From September

2020 to March 2022, he was a senior manager at Exactera LLC, where he led financial operations and supported board and investor communications.

From July 2019 to September 2020, he was a manager at Blue Apron Holdings Inc., where he oversaw financial planning, budgeting, and fundraising

Torres received his bachelor’s degree in finance from Pace University in 2013.

Christina Maldonado has served as our Director since February 2026.

Maldonado has served as Director of Investor Relations

and Head of the U.S.

Investor Relations team at Lambert by LLYC since October 2025, where she leads investor relations strategy and execution

for a portfolio of public company and capital markets clients, advising on investor engagement, corporate messaging, capital markets

communications, and business development.

From June 2020 to February 2025, Ms.

Maldonado served at Teneo, a global CEO advisory firm

(the “Firm”), where she advised Fortune 500 management teams on investor relations, earnings preparation, IPOs, M&A transactions,

investor days, and stockholder communications.

She joined the Firm as a Senior Associate and was subsequently promoted to Vice President

in January 2022.

From June 2018 to June 2020, Ms.

Maldonado served as a Senior Investor Relations Analyst at Blue Apron Holdings, Inc.,

where she helped lead the company’s investor relations program, managed quarterly earnings processes, supported investor targeting

efforts, and advised executive leadership during a critical turnaround period.

From January 2015 to March 2018, she served as a Portfolio

Analyst at BNY Mellon Wealth Management, where she co-managed investment portfolios for high-net-worth and institutional clients and

conducted financial analysis to support asset allocation and capital markets strategy.

From October 2011 to January 2015, Ms.

served as a Senior Fixed Income Market Analyst at Thomson Reuters LPC (now Refinitiv), where she produced market intelligence on the

Corporate bond market and managed relationships with investment banking syndicate desks.

Maldonado received her Bachelor of

Arts degree in Managerial Economics and Spanish from Union College in 2011 and completed the Tuck BusinessBridge Program at Dartmouth

College in 2011.

Yuji Ishida has served as our Independent Director since December 2025.

Ishida is an Independent Director and Audit Committee member

of the Company with nearly two decades of experience in public company auditing and financial advisory services across Japan and the

United States.

A Certified Public Accountant in Japan, he specializes in financial reporting, internal controls, and cross-border regulatory

He is the President of IAIC, Inc.

and Representative Partner of IAIC Tax Co., founded in 2020 after a distinguished career

at KPMG Japan beginning in 2006 (KPMG AZSA LLC), where he led audits for Tokyo Stock Exchange-listed multinational companies and completed

He also serves as an Audit Partner at Mikasa & Co.

and as a Statutory Auditor of Quantinuum K.K., a Honeywell group

Gan Yong Sheng has served as our Independent Director since December 2025.

With over nine years of experience in corporate operations,

international trade, and strategic management across Southeast Asia and China.

He currently serves as Deputy General Manager of Guangzhou

Xiangxibo Information Technology Co., Ltd., where he leads market expansion initiatives, oversees project operations, and supports strategic

decision-making since 2020.

In 2016 he joined as the Business Department Manager at Heng Xin Trading Sdn.

in Malaysia, where he

managed regional trading operations, built a multi-country sales organization, and implemented procurement and cost-optimization strategies

that improved margins and strengthened supplier relationships across Southeast Asia.

forth below is information concerning our executive officers.

1 unchanged sentence

Executive Officer and Director of the Company

Chief Financial Officer and Director of the Company

Financial Officer, Secretary and Director of the Company

Randolph Wilson Jones III, a Director of the Company, is the Chief Executive Officer of the Company.

1 unchanged sentence

set forth above under “Board of Directors.”

Orobono Jr., a Director of the Company, is the Chief Financial Officer of the Company.

His biographical information is set forth

above under “—Board of Directors.”

Torres, a Director of the Company, is the Chief Financial Officer and Secretary of the Company.

His biographical information

is set forth above under “Board of Directors.”

Relationships

is no family relationship among any directors, or executive officers.

16(a) Compliance

are no family relationships among any of our directors or executive officers.

Section 16(a) Reports

16(a) of the Exchange Act requires our directors and executive officers and those who beneficially own more than 10% of shares of our

1 unchanged sentence

these reports on the SEC’s website at www.sec.gov.

the year ended December 31, 2024, none of our officers, directors, or greater than 10% beneficial owners were subject to the filing requirements

of Section 16(a) of the Exchange Act.

our knowledge, based solely on a review of the copies of such reports filed with the SEC and written representations from our current

directors and executive officers that no other reports were required, during the fiscal year ended December 31, 2025, all Section 16

filing requirements applicable to our officers and directors and those who beneficially own more than 10% of shares of our common stock

were complied with, except that the initial report of ownership for Mr.

Torres and a subsequent report of a change in ownership

resulting from an employee stock option grant to Mr.

Torres were filed late, the initial report of ownership for Mr.

Ishida will be filed late, the initial report of ownership for Mr.

Gan Yong Sheng will be filed late and the initial report of ownership

Christina Maldonado will be filed late.

of Business Conduct and Ethics

board of directors has adopted a code of business conduct and ethics, which is applicable to all of our directors, officers, and employees.

The Code of Ethics is filed as an exhibit to this annual report and also publicly available in the Governance section of the Investors

Board has adopted a code of business conduct and ethics (the “Code of Ethics”), which is applicable to all of our directors,

officers, and employees.

The Code of Ethics is publicly available in the “Governance” section of the “Investors”

tab on the Company’s website at https://www.tenholdingsinc.com/.

We intend to post any amendments to or waivers from the Code of

Ethics that apply to our principal executive officer, principal financial officer, and principal accounting officer, or persons performing

similar functions, on our website.

have been no material changes to the procedures by which our stockholders may recommend nominees to our board of directors.

composition of our board of directors currently includes one individual who is diverse under the Nasdaq Listing Rule 5605(f) regarding

board diversity, as presented in the below Board Diversity Matrix.

Under Nasdaq Listing Rule 5605(f), directors who self-identify as

(i) female, (ii) an underrepresented minority or (iii) LGBTQ+ are defined as being diverse.

The following chart summarizes certain self-identified

personal characteristics of our directors, in accordance with Nasdaq Listing Rule 5605(f) as of the date of this annual report.

term used in the table has the meaning given to it in the rule and related instructions:

Diversity Matrix

Number of Directors

Not Disclose Gender

Gender Identity

Demographic Background

African American or Black

Alaskan Native or Native American

Hispanic or Latino

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

beneficially owns more than a majority of the aggregate voting power of our outstanding common stock shares.

is a Japanese

company listed on the Tokyo Stock Exchange and its chief executive officer, Naoaki Mashita, has served as our Director since February

2024 and is our minority stockholder.

As a result of our shareholding structure, we are a “controlled company” within the

meaning of the Nasdaq listing rules.

As a controlled company, we are permitted to elect to rely on certain exemptions from the obligations

to comply with certain corporate governance requirements, including:

requirement that a majority of the board of directors consist of independent directors;

There were no waivers from compliance with or amendments to the

Code of Ethics during year ended December 31, 2025.

We intend to post any amendments to or waivers from the Code of Ethics that apply

to our principal executive officer, principal financial officer, and principal accounting officer, or persons performing similar functions,

on our website at https://www.tenholdingsinc.com/.

have been no material changes to the procedures by which our stockholders may recommend nominees to our Board.

of Controlled Company Status

the year ended December 31, 2025, V-Cube, Inc.

beneficially owned, directly and indirectly, more than a majority of the aggregate voting

power of our outstanding common stock.

is a Japanese company listed on the Tokyo Stock Exchange and its chief executive

officer, Naoaki Mashita, served as our Director from February 2024 to February 2026.

As a result of this

shareholding structure, we were a “controlled company” within the meaning of the Nasdaq listing rules until December 30,

As a “controlled company,” we were permitted to elect to rely on certain exemptions from certain corporate governance

requirements under the Nasdaq listing rules, including:

requirement that a majority of the Board consist of independent directors;

requirement that our director nominees be selected or recommended solely by independent directors

requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely

of independent directors with a written charter addressing the purposes and responsibilities of the committees.

rely on the “controlled company” exemptions under the Nasdaq listing rules.

Specifically, we will not form the nominating

and corporate governance and compensation committees, and a majority of our board of directors does not consist of independent directors,

as permitted by the “controlled company” exemptions under the Nasdaq listing rules.

the event that we cease to be a “controlled company” and our common stock continues to be listed on Nasdaq, our board of

directors will take all action necessary to comply with the corporate governance rules of Nasdaq, including, but not limited to, establishing

certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

a result of our election to rely on the “controlled company” exemptions, you would not have the same protection afforded

to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Notwithstanding

the Company’s status as a “controlled company,” the Company remains subject to the corporate governance standard of

Nasdaq that requires the Company to have an audit committee with at least three independent directors as well as composed entirely of

independent directors.

We will form an audit committee that will consist of three independent directors and we intend to phase in our

compliance with the relevant audit committee composition requirements under the Nasdaq listing rules by having two independent directors

at the time of our listing, and three independent directors within one year of our listing.

or that we have a nominating and corporate governance committee comprised entirely of independent

requirement that we have a compensation committee that are composed entirely of independent

directors with a written charter addressing the purposes and responsibilities of the committees.

have historically relied on the “controlled company” exemptions under the Nasdaq listing rules However, as of the date of

this Annual Report, V-Cube, Inc.

no longer owns a majority of the voting power of our outstanding common stock.

As such, we no longer

qualify as a “controlled company” and accordingly, on February 2, 2026, we formed a compensation committee and a nominating

and corporate governance committee.

We have also ceased our reliance on the exemption applicable to newly public companies relating to

a majority independent board and have appointed independent directors representing a majority of our Board.

of the Board of Directors

We have established an audit committee and adopted a charter for the audit committee.

The charter can be found in the Governance

section of the Investors tab on the Company’s website at https://www.tenholdingsinc.com/.

Our audit committee consists of David

Price, Justin Sherrock, and Randolph Wilson Jones III.

Justin Sherrock is the chairperson of our audit committee.

We have determined

that David Price and Justin Sherrock satisfy the “independence” requirements of the Nasdaq listing rules under and Rule 10A-3

under the Exchange Act.

Randolph Wilson Jones III will be replaced with an independent director within one year of our listing, so that

upon one year of our listing, the audit committee will consist solely of independent directors.

Our board of directors has also determined

that Justin Sherrock qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication

within the meaning of the Nasdaq listing rules.

The audit committee oversees our accounting and financial reporting processes and the

audits of the financial statements of our Company.

We have established an audit committee (the “Audit Committee”) and adopted a charter for the Audit Committee.

The charter can be found in the “Governance” section of the “Investors” tab on the Company’s website at

https://www.tenholdingsinc.com/.

Our Audit Committee consists of Mr.

Yuji Ishida, Mr.

Gan Yong Sheng, and Ms.

Christina Maldonado.

Yuji Ishida is the chair of our Audit Committee.

We have determined that Mr.

Yuji Ishida, Mr.

Gan Yong Sheng and Ms.

Christina Maldonado

satisfy the “independence” requirements of the Nasdaq listing rules and Rule 10A-3 under the Exchange Act.

Our Board has

also determined that Mr.

Yuji Ishida qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses

financial sophistication within the meaning of the Nasdaq listing rules.

The Audit Committee oversees our accounting and financial reporting

processes and the audits of the financial statements of our Company.

The Audit Committee is responsible for, among other things:

the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

the independent auditors and pre-approving all auditing and non-auditing services permitted

to be performed by the independent auditors;

with the independent auditors any audit problems or difficulties and management’s response;

the annual audited financial statements with management and the independent auditors;

the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and

control major financial risk exposures;

the adequacy and effectiveness of our accounting and internal control policies and procedures

and any steps taken to monitor and control major financial risk exposures;

and approving all proposed related party transactions;

separately and periodically with management and the independent auditors;

compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to

ensure proper compliance.

Because we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq, we are

not required to, and do not currently expect to, have a compensation committee.

If and when we are no longer a “controlled company”,

we will be required to establish a compensation committee.

We anticipate that any such compensation committee will consist of three directors

who will be “independent” under the rules of the SEC, subject to the permitted “phase-in” period pursuant to

the rules of Nasdaq.

Upon formation of a compensation committee, we will expect to adopt a compensation committee charter defining the

committee’s primary duties in a manner consistent with the rules of the SEC and Nasdaq standards.

compliance with our code of business conduct and ethics, including reviewing the adequacy

and effectiveness of our procedures to ensure proper compliance.

Because we are no longer a “controlled company” within the meaning of the corporate governance standards of

Nasdaq, on February 2, 2026, we formed a compensation committee (the “Compensation Committee”) and adopted a charter for

the Compensation Committee, as required by Nasdaq listing rules.

The charter can be found in the “Governance” section of

the “Investors” tab on the Company’s website at https://www.tenholdingsinc.com/.

Christina Maldonado is the sole member

of our Compensation Committee and serves as the chair of our Compensation Committee.

We have determined that Ms.

Christina Maldonado

satisfies the “independence” requirements of the Nasdaq listing rules.

We are currently relying on a phase-in period under

Nasdaq listing rules which allows us to phase in our compliance with certain Nasdaq listing rules over a one year period beginning on

the date that the Company ceased to be a “controlled company.” Pursuant to this phase-in period, the Company will be required

to add a second member to the Compensation Committee within one year of the date that the Company ceased to be a “controlled company.”

and Corporate Governance Committee .

Because we are a “controlled company” within the meaning of the corporate governance

standards of Nasdaq, we are not required to, and do not currently expect to, have a nominating and corporate governance committee.

and when we are no longer a “controlled company”, we will be required to establish a nominating and corporate governance

We anticipate that any such nominating and corporate governance committee will consist of three directors who will be “independent”

under the rules of the SEC, subject to the permitted “phase-in” period pursuant to the rules of Nasdaq.

Upon formation of

a nominating and corporate governance committee, we will expect to adopt a nominating and corporate governance committee charter defining

the committee’s primary duties in a manner consistent with the rules of the SEC and Nasdaq standards.

Because we are no longer a “controlled company” within the meaning of the corporate

governance standards of Nasdaq, on February 2, 2026, we formed a nominating and corporate governance committee (the “Nominating

and Corporate Governance Committee”) and adopted a charter for the Nominating and Corporate Governance Committee.

The charter can

be found in the “Governance” section of the “Investors” tab on the Company’s website at https://www.tenholdingsinc.com/.

Gan Yong Sheng is the sole member of our Nominating and Corporate Governance Committee and serves as the chair of our Nominating

and Corporate Governance Committee.

We have determined that Mr.

Gan Yong Sheng satisfies the “independence” requirements

of the Nasdaq listing rules.

Trading Policy

board of directors adopted an Insider Trading Policy, which prohibits, among other things, our directors, officers, and employees from

engaging in any hedging or monetization transactions with respect to the Company’s securities.

In addition, our Insider Trading

Policy prohibits our directors, officers, and employees from engaging in certain short-term or speculative transactions in the Company’s

securities, such as short-term trading, short sales, and publicly traded options, which could create heightened legal risk and/or the

appearance of improper or inappropriate conduct by our directors, officers, and employees.

Our Insider Trading Policy is filed as an

exhibit to this annual report.

Board adopted an Insider Trading Policy, which prohibits, among other things, our directors, officers, and employees from engaging in

any hedging or monetization transactions with respect to the Company’s securities.

In addition, our Insider Trading Policy prohibits

our directors, officers, and employees from engaging in certain short-term or speculative transactions in the Company’s securities,

such as short-term trading, short sales, and publicly traded options, which could create heightened legal risk and/or the appearance

of improper or inappropriate conduct by our directors, officers, and employees.

Our Insider Trading Policy is filed as an exhibit to

this Annual Report.

Executive Compensation.

6 unchanged sentences

and Principal Position

Randolph Wilson Jones III, CEO

Non-Qualified

Randolph Wilson Jones III, Chief Executive

Officer and Director

4,321,644 (2)

Orobono Jr., Secretary, CFO and Director

Wilson Jones III, our CEO and Director, and John M.

Orobono Jr., our CFO, Secretary, and Director, started receiving compensation

for services rendered to our subsidiary, TEN Events, Inc., during the fiscal year of 2023.

Such persons have also served at our Company

since February 2024.

a summary of all assumptions made in the valuation of the option awards, see “Note 13 – Equity incentive plan” to

our consolidated financial statements included elsewhere herein.

October 2024, the Company granted options to purchase 1,381,750 shares of the Company’s common stock with an exercise price

of $0.46 per share.

The options are subject to the following vesting terms:

60% vested upon the completion of the Company’s

initial public offering, and the remaining 40% have a one-year cliff, wherein approximately 13.3% of the award will vest in October

2025 and the remaining award will thereafter vest in equal monthly installments, commencing November 2025 until October 2027, so

that all the shares subject to the options shall vest by October 2027.

These options have an expiration date of October 10, 2034.

October 2024, the Company granted options to purchase 276,500 shares of the Company’s common stock with an exercise price of

$0.46 per share.

The options are subject to the following vesting terms:

25% vested upon the completion of the Company’s initial

public offering, and the remaining 75% have a one-year cliff, wherein 25% of the award will vest in October 2025 and the remaining

award will thereafter vest in equal monthly installments, commencing November 2025 until October 2027, so that all the shares subject

to the options shall vest by October 2027.

These options have an expiration date of October 10, 2034.

Orobono Jr., Former

Chief Financial Officer, Secretary and Director (3)

Torres, Chief

Financial Officer, Secretary and Director (6)

1,013,756 (7)

in this column represent the aggregate grant-date fair value of option awards granted to each named executive officer, computed in

accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic 718

(“Topic 718”).

For a summary of all assumptions made in the valuation of the option awards, see “Note 12 –

Equity Incentive Plan” to our consolidated financial statements included elsewhere herein.

October 10, 2024, the Company granted Mr.

Jones an option to purchase 1,381,750 shares of the Company’s common stock with an

exercise price of $0.46 per share.

As a result of the Company’s 1-for-15 reverse stock split, effected on December 1, 2025,

the number of shares issuable upon the exercise of this option was reduced to 91,953, with an exercise price of $6.90 per share.

The fair value of the stock option as of the grant date was $3.13 per share and was estimated using the Black-Scholes option-pricing

Adjusted for the Company’s 1-for-15 reverse stock split, the grant date fair value of the stock option, estimated using

the Black-Scholes option-pricing model, was $6.90 per share.

May 9, 2025, Mr.

resigned as Chief Financial Officer, Secretary and Director of the Company.

October 10, 2024, the Company granted Mr.

Orobono an option to purchase 276,500 shares of the Company’s common stock with an

exercise price of $0.46 per share.

As a result of the Company’s 1-for-15 reverse stock split, effected on December 1, 2025,

the number of shares issuable upon the exercise of this option was reduced to 4,608, with an exercise price of $6.90 per share.

fair value of the stock option as of the grant date was $3.13 per share and was estimated using the Black-Scholes option-pricing

Adjusted for the Company’s 1-for-15 reverse stock split, the grant date fair value of the stock option, estimated using

the Black-Scholes option-pricing model, was $6.90 per share.

Orobono’s resignation on May 9, 2025, the option had

vested as to 69,125 shares of the Company’s common stock.

On August 7, 2025 the vested portion of the option was returned pursuant

to the vesting and forfeiture terms of the option grant.

Represents severance paid to Mr.

Orobono in connection with his May

9, 2025 resignation.

June 30, 2025, the Board appointed Mr.

Torres to serve as the new Chief Financial Officer, Secretary and Director of

June 30, 2025, the Company granted Mr.

Torres an option to purchase 323,884 shares of the Company’s common stock with an exercise

price of $0.36 per share.

As a result of the Company’s 1-for-15 reverse stock split, effected on December 1, 2025, the number

of shares issuable upon the exercise of this option was reduced to 21,592, with an exercise price of $5.40 per share.

The fair value

of the stock option as of the grant date was $116,598 per share and was estimated using the Black-Scholes option-pricing model.

for the Company’s 1-for-15 reverse stock split, the grant date fair value of the stock option, estimated using the Black-Scholes

option-pricing model, was $3.13 per share.

Agreements with Our Named Executive Officers

Company, TEN Holdings, Inc., has entered into employment agreements with Randolph Wilson Jones III, our CEO, and John M.

our Secretary and CFO.

Company has entered into employment agreements with Randolph Wilson Jones III, our Chief Executive Officer, and Virgilio D.

Chief Financial Officer and Secretary.

A summary of the terms of the current employment agreements with our Company is set forth below.

Agreements with Randolph Wilson Jones III

to the offer letter by and between our Company, TEN Holdings, Inc., and Randolph Wilson Jones III, dated August 1, 2024, Mr.

as the CEO for TEN Holdings, Inc., and is entitled to (i) an annual salary of $300,000, minus applicable taxes;

(ii) a quarterly performance

bonus which provides annual at-target earnings of $200,000;

(iii) 5% equity stock of TEN Holdings, Inc., to be determined upon establishment

of the Company’s equity plan;

(iv) stock options to acquire 20,000 shares of stock of our parent company, V-Cube, Inc., and (v)

certain benefit plans and a 401(k) retirement plan.

Either party may terminate the employment relationship at any time without cause,

and with or without notice.

Agreements with John M.

to the offer letter by and between our Company, TEN Holdings, Inc., and John M.

Orobono Jr., dated November 4, 2024, Mr.

Orobono serves

as the CFO for TEN Holdings, Inc., and is entitled to (i) an annual salary of $215,000, minus applicable taxes;

Agreement with Randolph Wilson Jones III

to the employment agreement by and between the Company and Randolph Wilson Jones III, dated December 22, 2025, Mr.

Jones serves as the

Chief Executive Officer of the Company, and is entitled to (i) an annual salary of $300,000, minus applicable taxes;

(ii) an annual bonus

of 20% of the salary, depending on the business performance;

(iii) 1% equity stock of TEN Holdings, Inc., to be determined upon establishment

of the Company’s equity plan;

based on a target level of $200,000;

(iii) such stock options and equity awards as may be determined by the Board of the Company, in

its sole discretion, consistent with its policies and practices pertaining to equity awards for Company’s executives;

participation in any standard employee benefit plan of the Company that existed at the time of the agreement or that may be adopted by

the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday

Either party may terminate the employment relationship at any time without cause, upon three month prior written notice.

Agreement with John M.

to the offer letter by and between the Company and John M.

Orobono Jr., dated August 1, 2024, Mr.

Orobono served as the Chief Financial

Officer of the Company, and was entitled to (i) an annual salary of $215,000, minus applicable taxes;

(ii) an annual bonus of 20% of

the salary, depending on the business performance;

(iii) 1% equity stock of TEN Holdings, Inc., to be determined upon establishment of

the Company’s equity plan;

and (iv) certain benefit plans and a 401(k) retirement plan.

Either party may terminate the employment

Either party was able terminate the employment

relationship at any time without cause, and with or without notice.

Orobono’s offer letter was terminated upon his resignation

from the Company on May 9, 2025.

Agreement with Virgilio D.

to the amended and restated employment agreement by and between the Company and Virgilio D.

Torres, dated December 22, 2025, Mr.

serves as the Chief Financial Officer of the Company, and is entitled to (i) an annual salary of $265,000, minus applicable taxes;

an annual bonus of 25% of the salary, depending on the business performance;

(iii) such stock options and equity awards as may be determined

by the Board of the Company, in its sole discretion, consistent with its policies and practices pertaining to equity awards for Company’s

and (iv) participation in any standard employee benefit plan of the Company that existed at the time of the agreement or

that may be adopted by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance

plan and travel/holiday plan.

Either party may terminate the employment relationship at any time without cause, upon three month prior

written notice.

Awards to Named Executive Officers

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.

September 5, 2024, the Company’s Board and sole stockholder adopted an equity incentive plan (the “Original Equity Incentive

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 and then sole stockholder approved an amended

and restated equity incentive plan (the “Amended and Restated Equity Incentive Plan”) which changed the maximum number of

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

The Amended and Restated

Equity Incentive 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.

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.

As a result of the Company’s 1-for-15 reverse stock split, effected

on December 1, 2025, the number of shares issuable upon the exercise of this option was reduced to 176,017, with an exercise price of

$6.90 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.

to the stock award agreements, an aggregate of 1,122,925 shares of common stock vested upon the completion of the Company’s initial

public offering.

The total value of the stock options granted on October 10, 2024 under the Company’s 2024 equity incentive plan

was $8,257,803 as of such grant date.

years and vested as to 60% of the underlying shares upon the completion of the Company’s initial public offering with the remaining

40% of the underlying shares having a one-year cliff, wherein approximately 13.3% vested in October 2025 and the remaining vested or

will thereafter vest in equal monthly installments, commencing November 2025 until October 2027, so that all the shares subject to the

option shall vest by October 2027.

Pursuant to the award agreements, an aggregate of 1,122,925 shares of common stock (or 74,862 shares of common stock, as adjusted the Company’s

1-for-15 reverse stock split, effected on December 1, 2025) vested upon the

completion of the Company’s initial public offering.

The total value of the stock options granted on October 10, 2024 under the

Amended and Restated Equity Incentive Plan was $8.3 million as of such grant date.

June 30, 2025, the Company granted a stock option Mr.

Torres, the Company’s Chief Financial Officer, Secretary and

Director, to purchase an aggregate of 323,884 shares of common stock at an exercise price of $0.36 per share.

As a result of the Company’s 1-for-15 reverse stock split, effected

on December 1, 2025, the number of shares issuable upon the exercise of this option was reduced to 21,592, with an exercise price of $5.40

The option has a contractual

term of ten years and vests as to one third of the underlying shares on June 30, 2026 and vests as to the remaining underlying shares

in equal monthly installments beginning on July 30, 2026.

The total value of the stock option granted on June 30, 2025 under the Amended

and Restated Equity Incentive Plan was approximately $1.0 million as of such grant date.

summary of the number and the value of the outstanding equity awards as of December 31, 2025, held by the named executive officers is

set out in the table below.

Equity Awards at Fiscal Year-End

Outstanding Equity Awards at Fiscal Year-End

Unexercisable

Randolph Wilson

1,381,750 (1)

October 10, 2034

October 2024, the Company granted options to purchase 1,381,750 shares of the Company’s common stock with an exercise price

of $0.46 per share.

The options are subject to the following vesting terms:

60% vested upon the completion of the Company’s

initial public offering, and the remaining 40% have a one-year cliff, wherein approximately 13.3% of the award will vest in October

2025 and the remaining award will thereafter vest in equal monthly installments, commencing November 2025 until October 2027, so

that all the shares subject to the options shall vest by October 2027.

October 2024, the Company granted options to purchase 276,500 shares of the Company’s common stock with an exercise price of

$0.46 per share.

The options are subject to the following vesting terms:

25% vested upon the completion of the Company’s initial

public offering, and the remaining 75% have a one-year cliff, wherein 25% of the award will vest in October 2025 and the remaining

award will thereafter vest in equal monthly installments, commencing November 2025 until October 2027, so that all the shares subject

to the options shall vest by October 2027.

June 30, 2035

October 10, 2024, the Company granted an option to purchase 1,381,750 shares of the Company’s common stock with an exercise

price of $0.46 per share.

As a result of the Company’s 1-for-15 reverse stock split, effected on December 1, 2025, the number

of shares issuable upon the exercise of this option was reduced to 92,117, with an exercise price of $6.90 per share.

vested as to 60% of the underlying shares upon the completion of the Company’s initial public offering in February 2025 and

the remaining 40% have a one-year cliff, wherein approximately 13.3% of the option vested in October 2025 and the remaining option

vested or will thereafter vest in equal monthly installments, commencing November 2025 until October 2027, so that all the shares

subject to the option shall vest by October 2027.

The option has an expiration date of October 10, 2034.

October 10, 2024, the Company granted Mr.

Orobono an option to purchase 276,500 shares of the Company’s common stock with an

exercise price of $0.46 per share.

As a result of the Company’s 1-for-15 reverse stock split, effected on December 1, 2025,

the number of shares issuable upon the exercise of this option was reduced to 4,608, with an exercise price of $6.90 per share.

option vested as to 25% of the underlying shares upon the completion of the Company’s initial public offering in February 2025

and the remaining 75% have a one-year cliff, wherein 25% of the award was to vest in October 2025 and the remaining option was to

thereafter vest in equal monthly installments, commencing November 2025 until October 2027, so that all the shares subject to the

options were to vest by October 2027.

Orobono’s resignation on May 9, 2025, the option had vested as to 69,125 shares

of the Company’s common stock.

On August 7, 2025 the vested portion of the option was returned pursuant to the vesting and forfeiture

terms of the option grant.

June 30, 2025, the Company granted options to purchase 323,884 shares of the Company’s common stock with an exercise price

As a result of the Company’s 1-for-15 reverse stock split, effected on December 1, 2025, the number of shares issuable

upon the exercise of this option was reduced to 21,592, with an exercise price of $5.40 per share.

The option vests as to one third

of the underlying shares on June 30, 2026 and vests as to the remaining underlying shares in equal monthly installments beginning

on July 30, 2026.

The option has an expiration date of June 30, 2035.

Benefits for Our Named Executive Officers

maintain a 401(k) plan and other medical, dental and vision benefit plans in which our named executive officers are eligible to participate.

Such benefits are generally available to all full-time employees.

have adopted a Compensation Recovery Policy effective as of February 2025 that complies with the Nasdaq’s new clawback rules promulgated

maintain medical, dental and vision benefit plans as well as a 401(k) plan in which all full-time employees are eligible to participate.

Our 401(k) plan is meant to encourage employees to save some portion of their cash compensation for their retirement.

Employees are eligible

to participate in our 401(k) plan immediately upon hire.

in Control Arrangements

to the employment agreement by and between the Company and Randolph Wilson Jones III, dated December 22, 2025, should the Company terminate

Jones’ employment without cause or should Mr.

Jones terminate his employment for good reason (as defined in the agreement)

within the period commencing six months prior to and ending twelve months following a change in control of the Company, Mr.

entitled to lump sum payment in an amount equal to twelve months of his then current base salary.

Upon a change in control, all outstanding

unvested stock options then held by Mr.

Jones shall fully vest and become exercisable.

If following the change in control, a covered

termination (as defined in the agreement) occurs, Mr.

Jones will be permitted to exercise any vested stock options during the twelve

(12) month period following such covered termination through a “cashless exercise,” whereby (a) a number of shares of stock

subject to the stock options being exercised that have a total fair market value on the date of such exercise that is equal to (i) the

aggregate exercise price for all such stock options being exercised plus (ii) the aggregate tax withholding obligations that Mr.

would be subject to upon the exercise of the stock options being exercised, are surrendered to the Company (or its successor) in lieu

of payment of such exercise price and tax withholding obligations, and (b) Mr.

Jones receives the remaining number of shares of stock

subject to such stock options.

to the amended and restated employment agreement by and between the Company and Virgilio D.

Torres, dated December 22, 2025, should the

Company terminate Mr.

Torres’ employment without cause or should Mr.

Torres terminate his employment for good reason (as defined

in the agreement) within the period commencing six months prior to and ending twelve months following a change in control of the Company,

Torres is entitled to lump sum payment in an amount equal to twelve months of his then current base salary.

Upon a change in control,

all outstanding unvested stock options then held by Mr.

Torres shall fully vest and become exercisable.

If following the change in control,

a covered termination (as defined in the agreement) occurs, Mr.

Torres will be permitted to exercise any vested stock options during

the twelve (12) month period following such covered termination through a “cashless exercise,” whereby (a) a number of shares

of stock subject to the stock options being exercised that have a total fair market value on the date of such exercise that is equal

to (i) the aggregate exercise price for all such stock options being exercised plus (ii) the aggregate tax withholding obligations that

Torres would be subject to upon the exercise of the stock options being exercised, are surrendered to the Company (or its successor)

in lieu of payment of such exercise price and tax withholding obligations, and (b) Mr.

Torres receives the remaining number of shares

of stock subject to such stock options.

Clawback Policy

have adopted a Compensation Recovery Policy effective as of February 2025 that complies with the Nasdaq’s clawback rules promulgated

under the SEC’s Rule 10D-1.

Under this policy, a committee composed of independent members of the board must

determine and recover the excess compensation related to all incentive-based compensation that was paid to our executive officers based

on financial statements that were subsequently restated.

The policy provides that if the committee determines that there has been a material

restatement of publicly issued financial results from those previously issued to the public, the committee will review all incentive-based

compensation made to executive officers during the three-year period prior to the restatement.

If such payments would have been lower

had they been calculated based on such restated results, our committee will recoup the payments in excess of the amount that would have

been received had it been determined based on the restated amounts.

Additionally, the Sarbanes-Oxley Act of 2002 subjects incentive-based

compensation and stock sale profits of our CEO and CFO to forfeiture in the event of an accounting restatement resulting from any non-compliance,

as a result of their misconduct, with any financial reporting requirement under securities laws.

compensation of our directors is set by our board of directors.

Mashita, our Director, has served without receiving any compensation for services rendered to our Company or our subsidiary for the fiscal

year ended December 31, 2024.

Company did not pay Randolph Wilson Jones III or John M.

for their services as directors of the Company for the fiscal year

ended December 31, 2024, in addition to the compensation awarded pursuant to their respective employment agreements with the Company

for their services as executive officers of the Company as disclosed herein.

Under this policy, the Compensation Committee must determine and recover the excess compensation related

to all incentive-based compensation that was paid to our executive officers based on financial statements that were subsequently restated.

The policy provides that, if the Compensation Committee determines that there has been a material restatement of publicly issued financial

results from those previously issued to the public, the Compensation Committee will review all incentive-based compensation made to executive

officers during the three-year period prior to the restatement.

If such payments would have been lower had they been calculated based

on such restated results, the Compensation Committee will recoup the payments in excess of the amount that would have been received had

it been determined based on the restated amounts.

Additionally, the Sarbanes-Oxley Act of 2002 subjects incentive-based compensation

and stock sale profits of our Chief Executive Officer and Chief Financial Officer to forfeiture in the event of an accounting restatement

resulting from any non-compliance, as a result of their misconduct, with any financial reporting requirement under securities laws.

January 1, 2025, we have not prepared any accounting restatements that would require recoupment of compensation under the Compensation

Recovery Policy.

compensation of our directors is set by our Board.

Ishida and Gan Yong Sheng, our directors, have served without receiving any compensation for services rendered to our Company or our

subsidiary for the fiscal year ended December 31, 2025.

Naoaki Mashita, our former director, also served without receiving any compensation

for services rendered to our Company or our subsidiary for the fiscal year ended December 31, 2025.

Company did not pay Randolph Wilson Jones III, John M.

or Virgilio D.

Torres for their services as directors of the Company

for the fiscal year ended December 31, 2025, in addition to the compensation awarded pursuant to their respective employment agreements

with the Company for their services as executive officers of the Company as disclosed herein.

of Grants of Certain Equity Awards

do not have any formal policies regarding the timing of awards of options in relation to the disclosure of material nonpublic information.

During the year ended December 31, 2024, none of our named executive officers were awarded options with an effective grant date during

any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material

nonpublic information and ending one business day after the filing or furnishing of such reports.

If we grant additional options in the

future, it is anticipated that the board of directors will take material nonpublic information into account when determining the timing

and terms of such an award, with the goal being to not grant such awards close in time to the release of any material nonpublic information.

We have never timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

On June 30, 2025, we granted Virgilio D.

Torres an option to purchase 323,884 shares of the Company’s common stock with an exercise

price of $0.36.

As a result of the Company’s 1-for-15 reverse stock split, effected on December 1, 2025, the number of shares issuable

upon the exercise of this option was reduced to 21,592, with an exercise price of $5.40 per share.

On July 2, 2025, we filed a Current

Report on Form 8-K announcing that the Company had received deficiency letters from the Listing Qualifications Department of Nasdaq.

Accordingly, the June 30, 2025 grant occurred during a period beginning four business days before the filing of a Form 8-K that disclosed

material nonpublic information and ending one business day after the filing of such report.

The table below provides the information

required by Item 402(x) of Regulation S-K:

of securities

underlying the award

price of the award

date fair value of the award

change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the

disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic

Torres, Chief Financial

Officer, Secretary and Director

June 30, 2025

we grant additional options in the future, it is anticipated that the Board will take material nonpublic information into account when

determining the timing and terms of such an award, with the goal being to not grant such awards close in time to the release of any material

nonpublic information.

We have never timed the disclosure of material nonpublic information for the purpose of affecting the value of

executive compensation.

Committee Interlocks and Insider Participation

2 unchanged sentences

Committee Report

Company is not required to provide the disclosure required for Compensation Committee Report under Item407(e)(5) of Regulation S-K, since

it qualifies as a smaller reporting company.

Company is not required to provide the disclosure required for Compensation Committee Report under Item 407(e)(5) of Regulation S-K,

since it qualifies as a “smaller reporting company.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

2 unchanged sentences

as of December 31, 2025.

upon vesting of

options (1)(2)

Weighted-average

exercise price of outstanding options

stock remaining available

future issuance

under the equity

incentive plan (1)

1 unchanged sentence

by security holders

Equity compensation plans not approved by security

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.

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.

to the stock award agreements, an aggregate of 1,122,925 shares of common stock vested upon the completion of the Company’s initial

public offering.

The total value of the stock options granted on October 10, 2024 under the Company’s 2024 equity incentive plan

was $8,257,803 as of such grant date.

Equity compensation plans not approved by

security holders

amounts included herein have been adjusted to account for the Company’s one-for-fifteen (1-for-15) reverse stock split, effected

on December 1, 2025.

the following shares of common stock underlying grants outstanding under the Amended and Restated Equity Incentive Plan:

shares underlying vested options and 75,232 shares underlying unvested options, subject to time-based vesting.

Ownership Table

following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange

1 unchanged sentence

ownership includes voting or investment power with respect to the securities.

Except as indicated below, and subject to applicable community

property laws, the persons named in the table have sole voting and investment power with respect to all common stock shown as beneficially

owned by them.

Percentage of beneficial ownership of each listed person is based on 28,693,442 shares of common stock outstanding.

Except as indicated below, and subject to applicable

community property laws, the persons named in the table have sole voting and investment power with respect to all common stock shown

as beneficially owned by them.

Percentage of beneficial ownership of each listed person is based on 3,977,443 shares of common stock

outstanding as of March 10, 2026.

ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power

5 unchanged sentences

Stock Beneficially Owned

Directors and Named Executive

Officers (1) :

and Named Executive Officers (1) :

Randolph Wilson Jones III

Naoaki Mashita (2)(3)

Justin Sherrock

Christina Maldonado

Gan Yong Sheng

All directors and named

executive officers as a group (5 individuals):

executive officers as a group (5 persons):

5% Stockholders:

and Naoaki Mashita

1,565,942 (4)

Represents less than 1% of beneficial ownership.

otherwise indicated, the business address of each of the individuals is 1170 Wheeler Way, Langhorne, PA 19047.

689,130 shares of common stock issued to Mr.

Naoaki Mashita on December 23, 2024, pursuant to the partial conversion of the convertible

promissory note in the principal amount of $317,000 held by Mr.

Naoaki Mashita, upon the conversion of the outstanding principal

at a conversion price of $0.46 per share.

number of shares of common stock beneficially owned represents 22,800,000 shares of common stock held by V-Cube, Inc., a Japanese

company listed on the Tokyo Stock Exchange, which does not have any 50% shareholder as of the date of this annual report.

person exercises voting and/or dispositive power over the shares held by V-Cube, Inc.

The chief executive officer of V-Cube, Inc.

is Naoaki Mashita, our Director and our minority stockholder.

The registered address of V-Cube, Inc.

is NBF Platinum Tower, 16-17/F

1-17-3 Shirokane 108-0072, Tokyo.

829,050 shares of common stock underlying the stock options granted to Randolph Wilson Jones III under the Company’s 2024 equity

92,117 shares of common stock underlying the stock options granted to Randolph Wilson Jones III under the Amended and Restated Equity

Incentive Plan, which options vested upon the completion of the Company’s initial public offering.

1 unchanged sentence

Randolph Wilson Jones III options to purchase 1,381,750 shares of common stock with an exercise price of $0.46 per share.

will be subject to the following vesting terms:

60% vested upon the completion of the Company’s initial public offering, and

the remaining 40% have a one-year cliff, wherein approximately 13.3% of the award will vest in October 2025 and the remaining award

will thereafter vest in equal monthly installments, commencing November 2025 until October 2027, so that all the shares subject to

the options shall vest by October 2027.

69,125 shares of common stock underlying the stock options granted to John M.

under the Company’s 2024 equity incentive

plan, which options vested upon the completion of the Company’s initial public offering.

The Company has granted John M.

options to purchase 276,500 shares of common stock with an exercise price of $0.46 per share.

The options will be subject to

the following vesting terms:

25% vested upon the completion of the Company’s initial public offering, and the remaining 75%

have a one-year cliff, wherein 25% of the award will vest in October 2025 and the remaining award will thereafter vest in equal monthly

of the Company’s 1-for-15 reverse stock split, effected on December 1, 2025, the number of shares issuable upon the exercise

of this option was reduced to 92,117, with an exercise price of $6.90 per share.

The options are subject to the following vesting

60% vested upon the completion of the Company’s initial public offering, and the remaining 40% have a one-year cliff,

wherein approximately 13.3% of the award vested in October 2025 and the remaining award vested or will thereafter vest in equal monthly

installments, commencing November 2025 until October 2027, so that all the shares subject to the options shall vest by October 2027.

16,000 shares of common stock personally owned by David Price, and 222 shares of common stock underlying the stock options granted

to David Price under the Company’s 2024 equity incentive plan.

The Company has granted David Price options to purchase 4,000

shares of common stock with an exercise price of $0.46 per share.

The options vest in equal monthly installments, commencing in

February 2025 when the director’s appointment became effective and will fully vest three years thereafter.

222 shares of common stock underlying the stock options granted to Justin Sherrock under the Company’s 2024 equity incentive

The Company has granted Justin Sherrock options to purchase 4,000 shares of common stock with an exercise price of $0.46 per

The options vest in equal monthly installments, commencing in February 2025 when the director’s appointment became effective

and will fully vest three years thereafter.

Excluding the shares of common stock underlying the stock options granted

to Randolph Wilson Jones III (CEO and Director), John M.

(CFO and Director), David Price and Justin Sherrock (each, an independent

Director) but not exercised under the Company’s 2024 equity incentive plan, as mentioned in the notes above.

are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

the shares of common stock underlying the stock options granted to Randolph Wilson Jones III (Chief Executive Officer and Director)

but not exercised under the Amended and Restated Equity Incentive Plan, as mentioned in the note above.

(i) 1,520,000 shares of common stock held by V-Cube, Inc., a Japanese company listed on the

Tokyo Stock Exchange and (ii) 45,942 shares of common stock issued to Mr.

Naoaki Mashita, the chief executive

officer of V-Cube, Inc.

and a former director of the Company, on December 23, 2024, pursuant

to the partial conversion of the convertible promissory note in the principal amount of $317,000

Naoaki Mashita, upon the conversion of the outstanding principal at a conversion

price of $6.90 per share.

The registered address of V-Cube, Inc.

is NBF Platinum Tower,

16-17/F 1-17-3 Shirokane 108-0072, Tokyo.

we continuously consider financing options, including those which may result in a change of control, we are not party to any binding

agreement that may, at a subsequent date, result in a change of control of the Company.

Certain Relationships and Related Transactions, and Director Independence.

and Committee Independence

board of directors determines whether each of our directors is considered independent.

For a director to be considered independent, the

director must meet the bright-line independence standards under the Nasdaq listing standards.

The board of directors must also affirmatively

determine that, in its opinion, each director has no relationship that would interfere with the directors’ exercise of independent

judgment in carrying out the director’s responsibilities.

In addition to the Nasdaq listing standards, the board of directors will

consider all relevant facts and circumstances in determining whether a director is independent.

There are no family relationships among

any of our directors, director nominees, and executive officers.

The Board has determined that two of our current five directors, David

Price and Justin Sherrock, satisfy the independence requirements of Nasdaq.

A majority of our board of directors does not consist of

independent directors, as permitted by the “controlled company” exemptions under the Nasdaq listing rules.

Directors, Executive Officers and Corporate Governance—Controlled Company.”

Board, at the recommendation of the Nominating and Corporate Governance Committee, determines whether each of our directors is considered

For a director to be considered independent, the director must meet the independence standards under the Nasdaq listing

The Board must also affirmatively determine, in its opinion and at the recommendation of the Nominating and Corporate Governance

Committee, that each director has no relationship that would interfere with the directors’ exercise of independent judgment in

carrying out the director’s responsibilities.

In addition to the Nasdaq listing standards, the Nominating and Corporate Governance

Committee and the Board will consider all relevant facts and circumstances in determining whether a director is independent.

at the recommendation of the Nominating and Corporate Governance Committee, has determined that three of our current five directors,

Yuji Ishida, Gan Yong Sheng and Christina Maldonado, satisfy the independence requirements of Nasdaq.

In addition, all members of our

Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are also independent directors as defined

under the Nasdaq listing standards and SEC rules and regulations applicable to such committee members.

Transactions with Related Parties

8 unchanged sentences

of Relationship on December 31, 2025

Dyventive, Inc

A company controlled

by Dave Kovalcik, the director of V-Cube, Inc., the principal stockholder of the Company

A company controlled

by Karen Kovalcik, wife of Dave Kovalcik, the director of V-Cube, Inc., the principal stockholder of the Company

PharMethod, Inc

A company controlled

by Dave Kovalcik, the director of V-Cube, Inc., the principal stockholder of the Company

The principal stockholder

of the Company.

Wizlearn Technologies

An affiliate of the

Company and a subsidiary of V-Cube, Inc.

Naoaki Mashita

Chief Executive Officer

of V-Cube, Inc., the principal stockholder of the Company

the ordinary course of business, during the years ended December 31, 2024 and 2023, the Company was involved in certain transactions,

either at cost or current market prices, and on the normal commercial terms with related parties.

Company had the following related party balances as of December 31, 2024 and 2023 (in thousands):

Nature of transactions

Receivable due from related parties:

Dyventive, Inc

Accounts receivable related to sales from delivered events

PharMethod, Inc

Accounts receivable related to sales from delivered events

Payable due to related party:

Accounts payable related to rental expenses

PharMethod, Inc

Accounts payable related to operating expenses

Short-term loans due to related parties:

Loan payable for working capital

Wizlearn Technologies Pte.

Loan payable for working capital

the years ended December 31, 2024 and 2023, TEN Events, Inc.

entered into loan agreements with V-Cube, Inc., the principal stockholder

of the Company, for the principal amounts of $4,062,000 in aggregate.

No repayment was made during the years ended December 31, 2024

and 2023, and $4,062,000 was outstanding as of December 31, 2024.

The interest rate of the loans is 6.0%, and the interest expense during the year ended December 31, 2024 was $115,000.

The maturity date

of the loans was originally December 31, 2024.

On December 30, 2024, TEN Events, Inc.

and V-Cube, Inc.

agreed to extend the maturity date

of the existing loan agreements from December 31, 2024 to March 31, 2025.

Between October 2024 to January 2025, TEN Events, Inc.

additional loans in an amount of $1,095,000 from V-Cube, Inc.

The outstanding aggregate principal balance of the loans due to V-Cube,

Inc., as of January 31, 2025, was $4,187,000.

the years ended December 31, 2024 and 2023, TEN Events, Inc.

entered into loan agreements with Wizlearn Technologies Pte.

Ltd., an affiliate

of the Company, for the principal amounts of $1,555,000.

No repayment was made during the years ended December 31, 2024 and 2023, and $1,555,000 was outstanding as of December 31, 2024.

interest rate of the loans is 6.0%, and the interest expense during the year ended December 31, 2024 was $89,000.

The maturity date of

the loans was originally December 31, 2024.

On December 30, 2024, TEN Events, Inc.

and Wizlearn Technologies Pte.

Ltd agreed to extend the

maturity date of the existing loan agreements from December 31, 2024 to March 31, 2025.

Between October 2024 to January 2025, TEN Events, Inc.

obtained additional loans in an amount of $259,500 from Wizlearn Technologies Pte.

The outstanding aggregate principal balance of

the loans due to Wizlearn Technologies Pte.

Ltd, as of January 31, 2025, was $1,814,500.

March 25, 2024, TEN Events, Inc.

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.

agreed to provide a loan to TEN Events, 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 was convertible, in whole or in part, into shares of common stock of the Company prior

to the maturity thereof.

The interest expense during the year ended December 31, 2024 was $14,000.

On December 23, 2024, we issued

689,130 shares of common stock to Mr.

Naoaki Mashita, pursuant to the partial conversion of the convertible promissory note in

accordance with the terms thereof, and on the same date, 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.

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

Company had the following related party transactions for the years ended December 31, 2024 and 2023 (in thousands):

Ended December 31,

Revenue from related parties:

Dyventive, Inc

Sales from delivered events

PharMethod, Inc

Sales from delivered events

Selling, General and Administrative Expenses with related party:

Rental expense for the Company’s office

Company leases the office from its related party, GHDLCK, LLC.

The aggregate amount of all rental payments due after December 31, 2023

For the material terms of the lease agreement with GHDLCK, LLC, see “Item 1.

Business—Property, Plants and Equipment.”

The largest stockholder of the Company

Technologies Pte.

affiliate of the Company and a subsidiary of V-Cube, Inc.

Chief Executive Officer of V-Cube, Inc., the largest stockholder of the Company

Education Pte.

affiliate of the Company and a subsidiary of V-Cube, Inc.

the ordinary course of business, during the year ended December 31, 2025, the Company was involved in certain transactions,

either at cost or current market prices, and on normal commercial terms with related parties.

Company had the following related party balances as of December 31, 2025 (in thousands):

of transactions

due from related party:

For additional paid-in capital

of transactions

Outstanding as of December 31, 2025

Largest Aggregate Amount Outstanding During the Year Ended

December 31, 2025

loans due to related parties:

payable for working capital

Technologies Pte.

payable for working capital

Education Pte.

payable for working capital

During the year ended December 31, 2025, the Company paid V-Cube, Inc.

$2.0 million of the aggregate principal amount of the loan with V-Cube, Inc.

and no payments were made with respect to the aggregate principal

amount owed on the loans from Naoaki Mashita, Wizlearn Technologies Pte.

or PAVE Education Pte.

The interest due under the loans

with related parties has a PIK feature and all interest thereunder will be added to the principal and be due upon maturity.

loans hold a rate of 6%.

Party Transactions Policy

Company has adopted written policies and procedures for the review, approval, and ratification of transactions with related persons.

These policies apply to any transaction, arrangement, or relationship in which the Company is a participant and in which a director,

executive officer, holder of more than 5% of the Company’s outstanding capital stock, or any of their immediate family members

has or may have a direct or indirect material interest.

these policies, related party transactions are reviewed to determine whether the terms of the transaction are fair and reasonable to

the Company and on terms no less favorable than those that could be obtained from unaffiliated third parties.

In evaluating such transactions,

the Company considers, among other factors, the nature of the related person’s interest, the material terms of the transaction,

the benefits to the Company, and whether the transaction could give rise to a conflict of interest.

related party transactions are subject to review and approval by the Board or the Audit Committee, as applicable.

Principal Accounting Fees and Services.

the years ended December 31, 2024 and 2023, we incurred aggregate fees and expenses (in thousands) of $236 and $125,

respectively, from Grassi & Co., CPAs, P.C.

for works completed for our annual audits.

the years ended December 31, 2025 and 2024, we incurred aggregate fees and expenses of approximately $0.3 million and $0.2 million,

respectively, from ASSENTSURE PAC, Grassi & Co., CPAs, P.C.

and CohnReznick for work completed for our annual

ASSENTSURE PAC and Grassi & Co., CPAs,P.C.

were appointed our auditor in the year ended December 31, 2025 and

2024, respectively.

ended December 31,

Audit-Related

Audit-related

expenses for the years ended December 31, 2024 and 2023 were $nil and $nil, respectively.

incurred aggregate tax fees and expenses of $ nil and $ nil for the years ended December 31, 2024 and 2023, respectively.

incurred other fees of $ nil and $ nil for the years ended December 31, 2024 and 2023.

to our audit committee charter, the Audit Committee is directly responsible for the appointment, compensation, retention, removal and

oversight of the work of the independent auditor.

Audit-Related Fees

All Other Fees

to our Audit Committee charter, the Audit Committee is directly responsible for the appointment, compensation, retention, removal

and oversight of the work of the independent auditor.

The Audit Committee does not have written policies and procedures related to

pre-approval of audit or non-non-audit services, however, the Audit Committee, pursuant to the Audit Committee charter, pre-approves

the engagement of all independent auditors.

Audit Committee pre-approval of audit and non-audit services is not required if the

engagement for the services is entered into pursuant to pre-approval policies and procedures, if and when such policies and

procedures are established by the Audit Committee, regarding the Company’s engagement of the independent auditor, provided

that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service provided

and such policies and procedures do not include delegation of the Audit Committee’s responsibilities under the Exchange Act to

the management of the Company.

For the years ended December 31, 2025 and 2024, the Audit Committee pre-approved all work performed

by ASSENTSURE PAC and Grassi & Co., CPAs, P.C.

Exhibit and Financial Statement Schedules

1 unchanged sentence

have filed the financial statements in Item 8.

Financial Statements and Supplementary Data as a part of this Annual Report on Form 10-K.

following is a list of all exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K.

Financial Statements and Supplementary Data as a part of this Annual Report.

following is a list of all exhibits filed or incorporated by reference as part of this Annual Report.

Otherwise Indicated)

Exhibit Number

of Incorporation

October 11, 2024

Stock Certificate

October 11, 2024

Description of Securities

Filed herewith

Agreement dated August 1, 2024 by and between Randolph Wilson Jones III and the Registrant

October 11, 2024

Agreement dated November 4, 2024 by and between John M.

and the Registrant

October 11, 2024

of Indemnification Agreement by and between the Registrant and its officers and directors

October 11, 2024

of Director Offer Letter by and between the Registrant and its directors

October 11, 2024

Agreement dated August 1, 2024 by and between John M.

and the Registrant

for loan condition by and between V-Cube, Inc.

and Xyvid, Inc.

October 11, 2024

for loan condition by and between Wizlearn Technologies Pte.

and Xyvid, Inc.

October 11, 2024

of lease by and between Xyvid, Inc.

and GHDLCK LLC

October 11, 2024

Agreement with Spirit Advisors, LLC

October 11, 2024

Service Agreement by and between the Registrant and its Largest Customer for the Fiscal Year Ended December 31, 2023 (portions of

the exhibit will be omitted pursuant to Item 601 of Regulation S-K)

October 11, 2024

Registrant’s 2024 Equity Incentive Plan

October 11, 2024

for Loan Conditions by and between Xyvid, Inc.

and Naoaki Mashita

October 11, 2024

Master Service Agreement by and between the Registrant and its Largest Customer for the Fiscal Year Ended December 31, 2025 (portions of the exhibit will be omitted pursuant to Item 601 of Regulation S-K)

Registrant’s Amended and Restated 2024 Equity Incentive Plan

October 11, 2024

Amendment to the Agreement for Loan Conditions by and between Xyvid, Inc.

and Naoaki Mashita

December 26, 2024

Agreement Regarding Extension of Maturity Date for Loans by and between TEN Events, Inc.

and V-Cube, Inc.

December 30, 2024

Agreement Regarding Extension of Maturity Date for Loans by and between TEN Events, Inc.

and Wizlearn Technologies Pte.

December 30, 2024

Agreement for Loan Conditions by and between TEN Events, Inc.

and Wizlearn Technologies Pte.

dated January 22, 2025

Filed herewith

Agreement for Loan Conditions by and between TEN Events, Inc.

and V-Cube, Inc.

dated January 9, 2025

Filed herewith

Agreement for Loan Conditions by and between TEN Events, Inc.

Offering Advisory Agreement by and between the Registrant and RyuShin Advisors LLC dated February 18, 2025

Services Agreement by and between the Registrant and PeakValue, LLC dated February 18, 2025

Agreement by and between the Registrant and Jipsy Trade Limited dated February 18, 2025

Agreement, dated as of June 23, 2025, between TEN Holdings, Inc.

and Lincoln Park Capital Fund, LLC

Rights Agreement, dated as of June 23, 2025, between TEN Holdings, Inc.

and Lincoln Park Capital Fund, LLC

Reseller Program Agreement, dated as of October 21, 2025, between TEN Holdings, Inc.

and Xcyte Digital Corporation

of Stock Purchase Agreement, dated December 22, 2025.

Rights Agreement, dated December 22, 2025, by and among TEN Holdings, Inc.

and the Purchasers named therein

Agreement, dated December 22, 2025, by and between TEN Holdings, Inc.

and Randolph Wilson Jones III

and Restated Employment Agreement, dated December 22, 2025, by and between TEN Holdings, Inc.

and Virgilio D.

Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc.

and PAVE Education Pte.

Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc.

and PAVE Education Pte.

Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc.

and Wizlearn Technologies Pte.

dated January 28, 2025

Filed herewith

Second Agreement Regarding Extension of Maturity Date for Loans by and between TEN Events, Inc.

Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc.

and PAVE Education Pte.

Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc.

and PAVE Education Pte.

Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc.

and PAVE Education Pte.

Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc.

and PAVE Education Pte.

Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc.

and PAVE Education Pte.

Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc.

and V-Cube Inc.

dated March 28, 2025

Second Agreement Regarding Extension of Maturity Date for Loans by and between TEN Events, Inc.

and Wizlearn Technologies Pte.

dated March 28, 2025

of Business Conduct and Ethics

October 11, 2024

Trading Policy

October 11, 2024

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc.

and Noaoki Mashita

Corporate Support and Funding Agreement, dated March 18, 2026, by and between V-Cube, Inc.

and the Registrant

Insider Trading Policy

Certification

of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

Certification of Principal Financial Officer pursuant to 18 U.S.C.

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

of Compensation Recovery Policy

Inline XBRL Instance

Filed herewith

Inline XBRL Taxonomy

Extension Schema Document

Filed herewith

Inline XBRL Taxonomy

Extension Calculation Linkbase Document

Filed herewith

Inline XBRL Taxonomy

Extension Definition Linkbase Document

Filed herewith

Inline XBRL Taxonomy

Extension Label Linkbase Document

Filed herewith

Inline XBRL Taxonomy

Extension Presentation Linkbase Document

Filed herewith

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

Compensation Recovery Policy

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.

34-47986, the certifications

furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-K 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.

34-47986, the certifications furnished in Exhibits 32.1

and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange

Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange

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.

exhibit constitutes a management contract or compensatory plan or arrangement.

Form 10-K Summary.

2 unchanged sentences

Holdings, Inc.

March 18, 2026

Randolph Wilson Jones III

Randolph Wilson Jones

CEO and Director

Wilson Jones III

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

1 unchanged sentence

Randolph Wilson Jones III

CEO and Director

Randolph Wilson

(Principal Executive

Secretary, Chief Financial

Officer and Director

(Principal Accounting

and Financial Officer)

Naoaki Mashita

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Holdings, Inc.

and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of TEN Holdings, Inc.

and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated

statements of operations, stockholders’ equity (deficiency), and cash flows for each of the years in the two-year period ended December

31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024

and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024 and

2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt Regarding the Company’s

Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company has incurred losses, has negative cash flows from operations, and has negative working capital, that raise substantial doubt

about its ability to continue as a going concern.

Executive Officer and Director

Randolph Wilson Jones III

Executive Officer)

Financial Officer, Secretary, and Director

Accounting and Financial Officer)

Christina Maldonado

Gan Yong Sheng

O F INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Stockholders of TEN Holdings, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of TEN Holdings, Inc.

and its subsidiaries (the “Company”) as of

December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and

cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the consolidated

financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years

in the two-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the consolidated financial statements, the Company has incurred losses and negative cash flows from operations since inception

and will need additional funding for operations and product development, all of which raise substantial doubt about its ability to continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

The consolidated financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

GRASSI & CO., CPAs,P.C.

We have served as the Company’s

auditors since 2024.

Jericho, New York

(Grassi & Co., CPAs, P.C., NY PCAOB firm ID 606 )

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

/s/ AssentSure PAC

We have served as the Company’s auditor since

March 18, 2026

PCAOB ID Number 6783

HOLDINGS, INC.

3 unchanged sentences

Current Assets:

Cash and cash

Cash and cash equivalents

Accounts receivable, net

Income tax receivable

expenses and other current assets

Current Assets

Receivable due from related party

Prepaid expenses and other current assets

Total Current Assets

Non-current Assets:

Property and equipment,

Operating lease right-of-use

LIABILITIES AND STOCKHOLDERS’

Property and equipment, net

Operating lease right-of-use assets, net

Intangible assets, net

Total Non-current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

Accrued expenses

Trade accounts payable

Other payable and accrued expenses

Payable due to related party

Deferred revenue

Current portion of operating

lease liabilities

loans - related party

Current Liabilities

Non-current Liabilities:

operating lease liabilities

Current portion of operating lease liabilities

Short-term loans - Related party

Total Current Liabilities

Non-current Liability:

Non-current operating lease liabilities

Total Non-current Liability

Total Liabilities

Commitment and Contingencies (Note 6)

Stockholders’ Equity:

Preferred stock;

$ 0.0001 par value – 1,000,000 shares authorized

as of December 31, 2024 and 2023;

No shares issued or outstanding as of December 31, 2024 and 2023

Common stock, $ 0.0001 par value – 250,000,000 shares authorized

par value – 1,000,000

shares authorized as of December 31, 2025 and 2024;

shares issued or outstanding as of December 31, 2025 and 2024

Common stock, $ 0.0001 par

value – 250,000,000 shares authorized

as of December 31, 2025 and 2024;

25,689,130 and 25,000,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively *

and 1,712,609 shares issued and outstanding

as of December 31, 2025 and 2024, respectively **

Additional paid-in capital

deficit)/ Retained earnings

Stockholders’ Equity

Liabilities & Stockholders’ Equity

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities & Stockholders’ Equity

accompanying notes are an integral part of the consolidated financial statements.

* Less than $1,000

** The number of shares

presented above is adjusted retrospectively to reflect the 2 for 1 reverse stock split effected on October 9, 2024.

presented above is adjusted retrospectively to reflect the 1 for 15 reverse stock split effected on December 1, 2025.

HOLDINGS, INC.

1 unchanged sentence

STATEMENTS OF OPERATIONS

the Years Ended December 31, 2024 and 2023

thousands, except share and per share data)

Ended December 31,

Year Ended December 31,

Revenue - Related party

Cost of revenue

Operating expenses:

Selling, General and Administrative

operating expenses

Selling, General and Administrative Expenses

Selling, General and Administrative Expenses - Related party

Depreciation expenses

Total operating expenses

Loss from operations

Other income (expenses), net

Other expenses, net

Impairment loss

Interest expenses, net

Loss before income taxes

Provision for income taxes

Net loss per share attributable

to common stockholders, basic and diluted

Weighted-average number

of shares of common stock outstanding used to compute net loss per share, basic and diluted *

Income tax expense

Net loss per share attributable to common stockholders, basic and diluted

Weighted-average number of shares of common stock outstanding used to compute net loss per share,

basic and diluted*

accompanying notes are an integral part of the consolidated financial statements.

* Giving retroactive

effect to the 2 for 1 reverse stock split effected on October 9, 2024.

effect to the 1 for 15 reverse stock split effected on December 1, 2025.

HOLDINGS, INC.

1 unchanged sentence

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

the Years Ended December 31, 2024 and 2023

thousands, except share data)

Stockholders’

Total Stockholders’

Balance, December 31, 2023

Conversion of convertible promissory note

Balance, December 31, 2024

Conversion of convertible

promissory note

Issuance of shares upon initial public offering, net of offering costs

Stock-based compensation

Issuance of shares in connection with consulting agreement

Issuance of shares in settlement of claims, pursuant to Section 3(a)(10)

Share issued for cash

Issuance of underwriter shares

Issuance of shares, net of offering costs

Capital contribution

Balance, December 31, 2025

accompanying notes are an integral part of the consolidated financial statements.

number of shares presented above is adjusted retrospectively to reflect the 2 for 1 reverse stock split effected on October 9, 2024.

* Less than $1,000

** The number of shares presented above is adjusted retrospectively

to reflect the 1 for 15 reverse stock split effected on December 1, 2025.

HOLDINGS, INC.

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STATEMENTS OF CASH FLOWS

the Years Ended December 31, 2024 and 2023

Ended December 31,

Cash flows from operating

Adjustments to reconcile net loss to net cash

used in operating activities:

Year Ended December 31,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Noncash lease expenses

Noncash interest expenses

Changes in operating assets

and liabilities:

Non-cash lease expenses

Non-cash interest expenses

Stock-based compensation

Loss on extinguishment of debt

Impairment loss on intangible assets

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Income tax receivable

Accounts payable

Accrued expenses

Payable due to related party

Other payable and accrued expenses

Deferred revenue

lease liabilities

Net cash (used in)/provided

by operating activities

Cash flows from investing

Operating lease liabilities

Net cash used in operating activities

Cash flows from investing activities:

Purchase of property and equipment

Purchase of capitalized

internal-use software

Net cash used in investing

Cash flows from financing

Purchase of capitalized internal-use software

Net cash used in investing activities

Cash flows from financing activities

Proceeds from short-term loans - Related party

Payment for deferred offering

Net cash provided by financing

Repayments of short-term loans - Related party

Proceeds from issuance of shares

Payment for Issuance of shares in settlement of claims

Payment for deferred offering costs

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

Non-cash investing and financing

Conversion of convertible

promissory note

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Non-cash investing and financing activities:

Settlement of debt through issuance of common stock

Conversion of promissory note

Capital contribution

accompanying notes are an integral part of the consolidated financial statements.

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(“Ten Events”), which was incorporated in Pennsylvania on December 5, 2011 and is an operating entity.

was formed for the purpose of planning, producing, broadcasting virtual and hybrid events using its event platform, the Xyvid Pro Platform,

and delivering physical events.

Ten Events’ platform provides a dynamic, interactive, and engaging virtual event experience to

its clients and enables clients to engage and interact with their target audience anywhere in the world through event webcasting.

incorporation, the Company issued 100 shares of common stock with no stated par value.

On July 2, 2024, as part of its reorganization,

the Company entered into a share exchange agreement with V-Cube, Inc., the Company’s principal stockholder.

was formed for the purpose of planning, producing, and broadcasting virtual and hybrid events using its event platform, the Xyvid Pro

Platform, and delivering physical events.

Ten Events’ platform provides a dynamic, interactive, and engaging virtual event experience

to its clients and enables clients to engage and interact with their target audience anywhere in the world through event webcasting.

incorporation, the Company issued 100

shares of common stock with no

stated par value.

On July 2, 2024, as part of its reorganization, the Company entered into a share exchange agreement with V-Cube,

Inc., the Company’s then- principal s tock holder.

The Company acquired 1,000

shares of Ten Events from V-Cube, Inc.

the Company’s 100 shares of common stock.

After the share exchange, Ten Events became a wholly owned subsidiary of the Company.

July 24, 2024, the Company changed its domicile of incorporation from Pennsylvania to the state of Nevada.

Upon its domestication, each

share of common stock, no par value per share, of the Company that is issued and outstanding and held by V-Cube, Inc.

was automatically

converted into 500,000 shares of common stock, par value $ 0.0001 of the Company.

After domestication, the total common stock issued and

outstanding is 50,000,000 shares.

October 9, 2024, the Company’s sole director and majority stockholder approved a reverse stock split of the Company’s issued

common stock at a ratio of 2:1 , which became effective on October 9, 2024.

As a result of the reverse stock split, 25,000,000 shares

of common stock were issued and outstanding as of October 9, 2024.

in exchange for

100 shares of common stock of the Company’s.

After the share exchange, Ten Events became a wholly owned subsidiary of

July 24, 2024, the Company changed its domicile of incorporation from the Commonwealth of Pennsylvania to the state of Nevada.

each share of common stock, no par value per share, of the Company that was issued and outstanding was automatically converted into a

share of common stock, par value $ 0.0001 of the Company.

After domestication, the total common stock issued and outstanding is 50,000,000

October 9, 2024, the

Company’s sole director and the majority stockholder approved a reverse stock split of the Company’s issued common stock

at a ratio of 2:1 , which became effective on October 9, 2024.

reorganization involves entities under common control.

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periods as a single economic enterprise although legal parent-subsidiary relationship were not established.

November 10, 2025, the Company’s Board of Directors approved a reverse stock split of the Company’s issued common stock at

a ratio of 15:1 , which became effective on December 1, 2025.

Company has evaluated whether there are certain conditions and events, considered in aggregate, that raise substantial doubt about the

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For the year ended

December 31, 2024, the Company had a net loss of $ 2,968 , net cash used in operations of $ 2,485 and an accumulated deficit of $ 1,922 .

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Company may consider obtaining additional financing in the future through the issuance of the Company’s common stocks through other

December 31, 2025, the Company had a net loss of $ 19,509 , net cash used in operations of $ 10,065 , and as of December 31, 2025, the Company

had an accumulated deficit of $ 21,431 .

These factors raise substantial doubt regarding the Company’s ability to continue as a going

Company may consider obtaining additional financing in the future through the issuance of the Company’s common stock, through other

equity or debt financing, or other means.

The Company, however, is dependent upon its ability to obtain new revenue generating customer

contracts and secure equity and/or debt financing and there are no assurances that the Company will be successful.

The financial statements

do not include any adjustments to the recoverability and classification of recorded asset amounts, or the amounts and classification

of liabilities that might be necessary should the Company be unable to continue as a going concern.

contracts and its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful.

financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts, or the amounts

and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

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Company consolidates entities in which it has a controlling financial interest:

Ten Events, Inc.

and V-Cube USA Acquisition Company,

Intercompany balances and transactions have been eliminated in consolidation.

Ten Events and V-Cube USA Acquisition Company, LLC.

balances and transactions have been eliminated in such consolidation.

preparation of the consolidated financial statements in conformity with the U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date,

and the reported amounts of revenue and expense during the reporting period.

These estimates are based on management’s best knowledge

of current events and actions that the Company may undertake in the future and include, but are not limited to, allowance for credit

losses, useful lives of property and equipment and capitalized software, the carrying value of operating lease right-of-use assets, impairment

of long-lived assets, and valuation allowance against net deferred tax assets.

GAAP requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of

the reporting date, and the reported amounts of revenue and expense during the reporting period.

These estimates are based on

management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are

not limited to, allowance for credit losses, useful lives of property and equipment and capitalized software, the carrying value of

operating lease right-of-use assets, impairment of long-lived assets and valuation allowance of deferred tax assets.

Actual results could differ from those estimates.

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from hybrid, virtual and physical events is generated from producing and delivering hybrid or virtual events using the Company’s

platform, the Xyvid Pro Platform, or delivering physical events.

Virtual events are online events and conferences where participants

interact in an online environment, and physical events are events where participants meet in a physical location.

platform, the Xyvid Pro Platform and SaaS Development, or delivering physical events.

Virtual events are online events and conferences

where participants interact in an online environment, and physical events are events where participants meet in a physical location.

transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services

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are not fully paid for by its customers.

Company currently operates business as one operating segment which includes two revenue types:

Company currently operates its business as one operating segment which includes two revenue types:

Hybrid and Virtual Events and Physical

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risk of loss to be minimal.

the years ended December 31, 2024 and 2023, there was one customer, who accounted for more than 10 % of the Company’s

total revenue in both periods.

As of December 31, 2024 and 2023, there were two customers who accounted for more than 10 %

of the Company’s total accounts receivable in both periods.

the years ended December 31, 2024 and 2023, there was one supplier , who accounted for more than 10 % of the Company’s

total purchase in both periods.

As of December 31, 2024 and 2023, there were four and three suppliers, respectively, who accounted for

more than 10 % of the Company’s total accounts payable in the respective periods.

the year ended December 31, 2025 and 2024, there was one customer who accounted for more than 10 % of the Company’s total revenue

in both periods.

As of December 31, 2025 and 2024, there were three and two customers, respectively, who accounted for more than 10 %

of the Company’s total accounts receivable in the respective periods.

the year ended December 31, 2025 and 2024, there was one supplier and there were two suppliers, respectively, who accounted for more

than 10 % of the Company’s total purchase in the respective periods.

As of December 31, 2025 and 2024, there were three and four

suppliers, respectively, who accounted for more than 10 % of the Company’s total accounts payable in the respective periods.

and Cash Equivalents

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The Company did

no t record an allowance for credit loss

as of December 31, 2024 and 2023.

no t record an allowance for credit loss as of December 31, 2025 and 2024.

Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there

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or an offset to credit loss expense in the year of recovery.

The Company did not have any write-offs of receivable during the years ended

The Company did not have any write-offs of receivables during the year ended

December 31, 2025 and 2024.

amount of receivable included at the beginning of each period presented was $ 359 and $ 926 , respectively.

Offering Costs

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These costs are being deferred and

will be charged against the gross proceeds of the offering.

Deferred offering costs are included in prepaid expenses and

other current assets in the Consolidated Balance Sheets.

were charged against the gross proceeds of the offering.

Deferred offering costs are included in prepaid expenses and other current assets

in the Consolidated Balance Sheets.

the completion of the initial public offering, the deferred offering costs were fully charged to additional paid-in capital, and there

was no balance as of December 31, 2025.

and Equipment, Net

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Costs of capitalized software are amortized on a straight-line basis over the estimated

period of benefit, which is approximately five years, and are recorded in cost of revenue in the Consolidated Statements of Operations.

period of benefit, which is approximately five to seven years, and are recorded in cost of revenue in the Consolidated Statements of

or Disposal of Long-Lived Assets

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The Company does not recognize ROU assets and operating lease liabilities that arise from

leases with an initial lease term of 12

months or less.

leases with an initial lease term of 12 months or less.

Value Measurements

25 unchanged sentences

and Marketing Costs

and marketing costs are expensed as incurred and are included in selling, general and administrative expenses in the Consolidated Statement

and marketing costs are expensed as incurred and are included in selling, general and administrative expenses in the Consolidated Statements

of Operations.

For the years ended December 31, 2024 and 2023, these costs were $ 160 and $ 144 , respectively.

For the year ended December 31, 2025 and 2024, these costs were $ 853 and $ 160 , respectively.

Substantially

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During the years ended

December 31, 2024 and 2023, the Company recognized $ 46 and $ 63 , respectively, of expense for the defined contribution plans.

December 31, 2025 and 2024, the Company recognized $ 66 and $ 46 , respectively, of expenses for the defined contribution plans.

Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes , which requires

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Loss per Share

net loss per common stock is calculated by dividing the net loss by the weighted-average number of common stocks outstanding during the

period, without consideration for potentially dilutive securities.

Diluted net loss per common stock is computed by dividing the net

loss by the weighted-average number of common stocks and potentially dilutive securities outstanding for the period determined using

the treasury stock method.

net loss per common stock is calculated by dividing the net loss by the weighted-average number of shares of common stock

outstanding during the period, without consideration for potentially dilutive securities.

Diluted net loss per common stock is

computed by dividing the net loss by the weighted-average number of shares of common stock and potentially dilutive securities

outstanding for the period determined using the treasury stock method.

Issued Accounting Pronouncements

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Company operates.

December 2025, the FASB issued ASU 2025-11, Derivatives and Hedging (ASC 815) and Revenue from Contracts with Customers (ASC 606):

Scope Refinements and Share-Based Noncash Consideration .

This ASU clarifies the scope of derivative accounting for certain contracts

and the accounting for share-based noncash consideration received from customers.

The guidance is effective for fiscal years beginning

after December 15, 2026, including interim periods.

The Company is currently evaluating the impact that adoption of this guidance will

have on its consolidated financial statements.

September 2025, the FASB issued ASU 2025-07, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

This ASU clarifies the

interim disclosure requirements and the applicability of Topic 270.

The guidance is effective for interim reporting periods within annual

reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact that adoption of this guidance will

have on its consolidated financial statements.

July 30, 2025, the FASB issued ASU No.

2025-05 Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for

Accounts Receivable and Contract Assets .

This ASU provide (1) all entities with a practical expedient and (2) entities other than

public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and

current contract assets arising from transactions accounted for under Topic 606.

The requirements are effective for fiscal years beginning

after December 15, 2025, including interim periods within those fiscal years.

Early adoption is permitted, and entities should apply

the amendments prospectively.

The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated

financial statements.

November 2024, the FASB issued ASU No.

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the adoption of this ASU will have on its consolidated financial statements.

December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The standard requires

entities to disclose specific categories in the rate reconciliation and to provide additional information for reconciling items that

meet a quantitative threshold.

It also requires entities to disclose certain information about income taxes paid and other disclosures

related to income and income tax expense from continuing operations.

The standard is effective for fiscal years beginning after December

15, 2024 for public business entities and for fiscal years beginning after December 15, 2025 for all other entities.

The Company is currently

evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280 ):

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The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial

July 2023, as part of the Company’s restructuring, Ten Events acquired 100 % of the outstanding common stocks of V-Cube USA, Inc.

(“VUSA”) from V-Cube, Inc.(“V-Cube), the Company’s principal stockholder, for no consideration.

Subsequently,

VUSA was merged with V-Cube USA Acquisition Company, LLC (“VAC”) with VAC being the surviving entity.

After the merger, VAC

became a wholly owned subsidiary entity of Ten Events.

Property and Equipment, Net

of December 31, 2025 and 2024, property and equipment consisted of the following:

of Property and Equipment

of December 31,

Schedule of Property and Equipment

Computer and equipment

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Accumulated depreciation

property and equipment, net

Company recognized depreciation expenses on property and equipment of $ 54 and $ 51 during the years ended December 31, 2024 and 2023,

respectively.

Total property and equipment, net

Company recognized depreciation expenses on property and equipment of $ 47 and $ 54 during the year ended December 31, 2025 and 2024, respectively.

Intangible Assets, Net

1 unchanged sentence

As of December 31, 2025 and 2024, the balance

of the capitalized software was $ 3,888 and $ 3,025 , respectively, of which $ 218 and $ 3,025 was under the application development stage

as of the respective period end.

The Company has performed impairment assessment and identified no triggering events or circumstances

indicating that the carrying amount of the intangibles may be impaired and determined no impairment was necessary.

of the capitalized software was $ 4,874 and $ 3,806 , respectively, of which nil and $ 218 was under the application development stage as

of the respective period end.

Company has performed impairment assessment and identified triggering events, including recurring operating losses and negative cash

flows, indicating that the carrying amount of the intangible assets may not be recoverable.

Accordingly, the Company recognized an

impairment loss of $ 4,194

related to the capitalized software during the year ended December 31, 2025.

Impairment loss is included in other expenses, net in

the Consolidated Statements of Operations.

of December 31, 2025 and 2024, intangible assets consisted of the following:

of Intangible Assets

of December 31,

At December 31,

Capitalized software

Under the application

development stage

Under the application development stage

Total intangible assets

Accumulated Amortization

Company recognized amortization expenses on intangible assets of $ 136 and nil during the years ended December 31, 2024 and 2023, respectively.

Company has an operating lease for its office space.

As of December 31, 2024 and 2023, the following amounts were recorded in the Consolidated

Balance Sheets relating to the Company’s operating lease.

Intangible assets, net

Company recognized amortization expenses on intangible assets of $ 544 and $ 136 during the year ended December 31, 2025 and 2024, respectively.

Company has an operating lease for its office space in Pennsylvania.

As of December 31, 2025 and 2024, the following amounts were recorded

in the Consolidated Balance Sheets relating to the Company’s operating lease.

Schedule of Operating Lease

of December 31,

Right-of-Use Assets

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Total lease payments

Less amounts representing

Less amounts representing interest

Present value of lease payments

1 unchanged sentence

Non-current lease liabilities

following table illustrates information for the Company’s operating lease during the years ended December 31, 2024 and 2023:

following table illustrates information for the Company’s operating lease during the year ended December 31, 2025 and 2024:

Schedule of Operating Lease Cost

1 unchanged sentence

Short-term lease cost

Cash paid for amounts included in the measurement

of the operating lease liability

Cash paid for amounts included in the measurement of the operating lease liability

Weighted average remaining lease term (years)

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or proceedings.

There were no such material matters as of December 31, 2024 and 2023.

There were no such material matters as of December 31, 2025 and 2024, except those disclosed below.

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 the Company’s

initial public offering.

The Company has produced records in response to that grand jury subpoena.

On October 28, 2025, the Company learned

that the SEC is conducting a related investigation pursuant to its authority.

On March 10, 2026, the Company received a subpoena for documents

from the SEC, which also calls for the production of documents related to the Company’s initial public offering and other items.

The Company intends to fully cooperate with both investigations and comply with its obligations under the subpoenas.

It is not possible

at this time to predict when the investigations will be resolved, the outcome of the investigations, or their potential impact on the

Indemnification

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However, the Company may record charges in the future as a result of these indemnification obligations.

Accrued Expenses

of December 31, 2024 and 2023, accrued expenses include the following components:

Other Payables and Accrued Expenses

of December 31, 2025 and 2024, other payable and accrued expenses include the

following components:

Schedule of Accrued Expenses

of December 31,

Other payables

Accrued operating expenses

1 unchanged sentence

Other accrued expenses

Total accrued expenses

Total other payable and accrued expenses

Short-term Loans – Related Party

1 unchanged sentence

Schedule of Short-term Loans

of December 31,

Wizlearn Technologies

Total short-term loans

Technologies Pte.

Education Pte.

short-term loans

The Company’s outstanding short-term loans from

related parties are unsecured and are contractually repayable at their respective maturity dates in accordance with the underlying loan

Net Loss per Share

1 unchanged sentence

Schedule of Net Loss per Share

Ended December 31,

Year Ended December 31,

Basic and Diluted Net Loss Per Common Share:

Net loss attributable

Weighted average common

shares outstanding – basic and diluted

Net loss per common

share – basic and diluted

component of loss before income taxes for the years ended December 31, 2024 and 2023 was as follow:

Weighted average common shares outstanding – basic and diluted

Net loss per common share – basic and diluted

following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods

presented because the impact of including them would have been anti-dilutive:

Schedule of Dilutive Securities Excluded from Computation of Net Loss

Year Ended December 31,

Common stock options

component of loss before income taxes for the years ended December 31, 2025 and 2024 was as follows:

Schedule of Component of Loss Before Income Taxes

Ended December 31,

Year Ended December 31,

United States

1 unchanged sentence

Schedule of Income Tax Expense

Ended December 31,

Year Ended December 31,

reconciliation of income tax expense to the amount of income tax expense at the statutory rate in the U.S.

2 unchanged sentences

Schedule of Reconciliation of Income Tax Expense

Ended December 31,

benefit at the statutory rate

Year Ended December 31,

Income tax benefit at the statutory rate

Increase (reduction) in taxes resulting from:

State tax—net of

State tax—net of federal

Change in valuation allowance

1 unchanged sentence

SALT Rate change

Recognition of previously

unrecognized tax benefits

Research and development

Research and development credits

Nontaxable or Nondeductible Items

Income tax expense

tax effects of temporary differences that gave rise to a significant portion of the deferred tax assets and liabilities as

of December 31, 2024 and 2023, were as follows:

tax effects of temporary differences that gave rise to a significant portion of the deferred tax assets and liabilities at December 31,

2025 and 2024 were as follows

Schedule of Deferred Tax Assets and Liabilities

of December 31,

Deferred tax assets:

5 unchanged sentences

Right-of-use assets

Assets capitalized for

book not for tax

Assets capitalized for book not for tax

Total deferred tax liabilities

1 unchanged sentence

Net deferred tax assets/(liabilities)

of December 31, 2024, the Company had a federal net operating loss (“NOL”) carryforwards of $ 12,373 , and state NOL carryforwards

of $ 14,125 .

As a result of the Tax Cuts and Jobs Act of 2017 (“TCJA”), for U.S.

income tax purposes, NOL generated in tax

years beginning after December 31, 2017 may be carried forward indefinitely to offset future taxable income.

The total amount of the

federal NOL as of December 31, 2024 which may be carried forward indefinitely is $ 11,453 .

The state and city NOL may generally be carried

forward for twenty years and may be applied against future taxable income.

As of December 31, 2023, the Company had a NOL carryforwards

of $ 7,430 , and state NOL carryforwards of $ 6,209 .

TCJA amended Internal Revenue Code Section 174 related to federal tax treatment of research and experimental expenditures paid or incurred

during the taxable year.

The new Section 174 rules require taxpayers to capitalize and amortize such expenditures over a period of five

years for domestic research and fifteen years for non-US research.

For the year ended December 31, 2024 the Company recognized a $ 506,130

favorable temporary difference for the amortization of these expenditures.

For the year ended December 31, 2023, the Company recognized

a $ 231,586 favorable temporary difference for the amortization of these expenditures.

of December 31, 2025, the Company had a federal NOL carryforwards of $ 19,972 , and state NOL carryforwards of $ 28,689 .

As a result of

the Tax Cuts and Jobs Act of 2017 (“TCJA”), for U.S.

income tax purposes, NOL generated in tax years beginning after December

31, 2017 may be carried forward indefinitely to offset future taxable income.

The total amount of the federal NOL as of December 31,

2025 which may be carried forward indefinitely is $ 18,455 .

The state NOL may generally be carried forward for twenty years and

may be applied against future taxable income.

Tax Cuts and Jobs Act of 2017 (“TCJA”) amended Internal Revenue Code Section 174 related to federal tax treatment of research

and experimental expenditures paid or incurred during the taxable year.

The new Section 174 rules require taxpayers to capitalize and

amortize such expenditures over a period of five years for domestic research and fifteen years for non-US research.

For the year ended

December 31, 2025 and 2024, the Company recognized a $ 570,856 and $ 506,130 favorable temporary difference for the amortization of these

expenditures.

of December 31, 2024, the Company had a federal NOL carryforwards of $ 12,373 , and state NOL carryforwards of $ 14,125 .

Company recorded a valuation allowance against all of our deferred tax assets as of both December 31, 2025 and 2024.

The Company intends

to continue maintaining a full valuation allowance on its deferred tax assets until there is sufficient evident to support the reversal

to continue maintaining a full valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal

of all or some portion of these allowances.

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Schedule of Deferred Tax Assets Valuation Allowance

Ended December 31,

Valuation allowance at beginning

Valuation allowance

at end of year

Year Ended December 31,

Valuation allowance at beginning of year

Valuation allowance at end of year

there are no federal or state tax audits pending.

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on income taxes.

As of December 31, 2024, there was no accrued interest included in income taxes payable.

At December 31, 2025, there was no accrued interest included in income taxes payable.

Stockholders’ Equity

3 unchanged sentences

of December 31, 2025, the Company has authorized 250,000,000 shares of common stock.

Each holder of common stock shall be entitled to

one vote for each share held as of the record date and shall be entitled to receive dividends, when, as and if declared by the stockholders’

meeting or the Board of Directors.

The total common stock issued and outstanding as of December 31, 2024 was 25,689,130 shares.

Each holder of common stock is entitled to one vote

for each share held as of the record date and is entitled to receive dividends, when, as and if declared by the s tock holders’ meeting

or the Board of Directors.

The total common stock issued and outstanding as of December 31, 2025

was 3,977,443 shares.

October 9, 2024, the Company’s sole director and majority stockholder approved a reverse stock split of the Company’s issued

common stock at a ratio of 2:1, which became effective on October 9, 2024.

As a result of the reverse stock split, 25,000,000 shares

of common stock were issued and outstanding.

The Company believes it is appropriate to reflect the above transactions on a retroactive

basis in accordance with ASC 260.

All references made to share or per share amounts herein have been retroactively adjusted to reflect

the 2:1 reverse split.

December 23, 2024, the convertible promissory note dated September 5, 2024, held by Naoaki Mashita, the Chief Executive Officer of V-Cube,

Inc., the principal stockholder of the Company, having the outstanding principal balance of $ 317 was partially converted into 689,130

fully paid and non-assessable unregistered shares of common stock of the Company at a conversation price of $ 0.46 per share, relative

Inc., the then-principal stockholder of the Company, having the outstanding principal balance of $ 317 was partially converted into 45,942

fully paid and non-assessable unregistered shares of common stock of the Company at a conversion price of $ 6.9 per share, relative

to the principal amount outstanding, in accordance with the terms thereof.

February 18, 2025, the Company completed its initial public offering (“IPO”) of 111,133 shares of common stock at a public

offering price of $ 90.00 per share.

The net proceeds to the Company from the IPO, after deducting underwriting discounts and offering

expenses of approximately $ 1,102 payable by the Company, were approximately $ 8,900 .

February 19, 2025, Spirit Advisors, LLC (“Spirit Advisors”) elected to exercise certain warrants in full that were issued

to it by the Company in partial consideration for consulting services rendered in connection with the IPO.

The net shares issued pursuant

to such exercise were 89,154 shares of the Company’s common stock.

March 17, 2025, the Company’s Board of Directors approved a share repurchase program under which the Company may repurchase up

to $ 1,000 of its outstanding shares of common stock.

On March 18, 2025, the Company entered into a letter agreement with Bancroft Capital,

LLC to assist the Company with its share repurchase program.

April 23, 2025, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Sunpeak

Holdings Corporation (“SHC”), which became effective on April 30, 2025, to settle outstanding claims owed to SHC.

to the Settlement Agreement, SHC agreed to purchase certain outstanding payables between the Company and designated vendors of the

Company totaling approximately $ 4.9 million (the “Claims”) and agreed to exchange such Claims for a settlement amount payable

in shares of common stock of the Company (the “Settlement Shares”).

The Settlement Shares would be priced at the closing

price of the Company’s common stock, subject to adjustment pursuant to the terms of the Settlement Agreement.

The Company issued to SHC, on the issuance date(s), 11,667 freely trading shares pursuant to the agreement.

During the year ended December 31,

2025, the total of 469,430 shares were issued in settlement of claims.

October 31, 2025, the Company and SHC entered into a Release Agreement (the “Release”) pursuant to which SHC agreed to release

the Company from any and all further payments or obligations under the Settlement Agreement in exchange for a payment of $ 250,000 from

the Company, which payment was made on October 30, 2025.

Pursuant to the terms of the Release, the Company is liable for any remaining

Claims which were not satisfied by SHC pursuant to the terms of the Settlement Agreement.

June 23, 2025, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Lincoln Park Capital

Fund, LLC (“Lincoln Park Capital”).

Under the Purchase Agreement, the Company may, from time to time over a 24-month period,

sell to Lincoln Park Capital up to an aggregate of $ 20 million of newly issued shares of its common stock.

During the year ended December

31, 2025, the Company sold and issued a total of 466,667 shares of common stock for an aggregate purchase price of $ 1,973 to Lincoln

Park Capital.

The Company also issued 133,333 shares of common stock to Spirit Advisors LLC in exchange for advisory services related

to the Company’s financing initiatives.

These transactions were recorded within stockholders’ equity.

November 10, 2025, the Company’s board of directors approved a reverse stock split of the Company’s issued common stock at

a ratio of 15:1, which became effective on December 1, 2025.

December 22, 2025, the Company entered into a series of stock purchase agreements with certain accredited investors (the “Investors”)

pursuant to which the Company agreed to issue and sell shares of its common stock, par value $ 0.0001 per share, in a private investment

in public equity (“PIPE”) transaction.

stock purchase agreements were entered into with multiple investors as part of a single private placement offering.

In the aggregate,

the Company issued approximately 991,000 shares of its common stock at a purchase price of $ 2.27 per share for total gross proceeds of

approximately $ 2,269 .

Net proceeds from the PIPE financing, after deducting placement agent fees and other offering expenses of approximately

$ 2,246 , were approximately $ 2,246 .

Equity Incentive Plan

September 27, 2024, the Company’s Board of Directors approved the Equity Incentive Plan.

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.

Of the 2,640,250 stock options granted,

1,122,925 stock options will vest upon the completion of the Company’s initial public offering (“IPO”).

fair value of the stock options as of the grant date was $ 3.13

and was estimated using the Black-Scholes option-pricing model.

The following table summarizes the significant assumptions used to

estimate the fair value of the stock option.

The total value of the stock options granted and the unrecognized stock-based

compensation expenses as of the grant date was $ 8,258 .

At IPO, the company will recognize $ 3,512 in stock-based compensation expense due to the vesting of employee stock

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

September 27, 2024, the Company’s Board of Directors approved the Company’s 2024 Equity Incentive Plan (the “Equity

Incentive Plan”).

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 176,017 shares of common stock at an exercise price of $ 6.90 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.

Of the 176,017 stock options granted, 74,862 stock options vested on February 18, 2025 upon the completion of the

Company’s IPO.

fair value of the stock options was estimated using the Black-Scholes option-pricing model.

The following table summarizes the significant

assumptions used to estimate the fair value of the stock option.

Schedule of Assumptions Used to Estimate the Fair Value of the Stock Option

Expected term

2 unchanged sentences

Risk-free rate

Fair Value of Common Stock

Company recognized stock-based compensation expenses of $ 4,857 and nil during the year ended December 31, 2025 and 2024, respectively.

Stock-based compensation expenses are included in selling, general and administrative expenses in the Consolidated Statements of Operations.

following is a summary of stock option activity under the Company’s Equity Incentive Plan during the year ended December 31, 2025:

Schedule of Stock Option Activity

Average Grant-

Date Fair Value

Weighted-average

term (in years)

Unvested balance as of December 31, 2024

Unvested balance as of December 31, 2025

of December 31, 2025, the Company’s unrecognized stock-based compensation expense for unvested options was $ 3,473 .

Disaggregation

tables below reflect revenue by major source and timing of transfer of goods and services for the years ended December 31, 2024 and 2023.

tables below reflect revenue by major source and timing of transfer of goods and services for the year ended December 31, 2025 and 2024.

The Company had no revenue derived from geographical regions outside of the U.S.

during the years ended December 31, 2024 and 2023.

revenue during the years ended December 31, 2024 and 2023 was recognized when the performance obligation was satisfied at point in time.

during the year ended December 31, 2025 and 2024.

revenue during the year ended December 31, 2025 and 2024 was recognized when the performance obligation was satisfied at point in time.

Schedule of Disaggregation of Revenue

Ended December 31,

Delivered events - Virtual and

Year Ended December 31,

Delivered events - Virtual and Hybrid

Delivered events - Physical

following table summarizes the activity in deferred revenue during the years ended December 31, 2024 and 2023:

following table summarizes the activity in deferred revenue during the year ended December 31, 2025 and 2024:

Schedule of Activity In Deferred Revenue

Ended December 31,

Year Ended December 31,

Balance, beginning of year

7 unchanged sentences

Schedule of Disaggregation of Cost of Revenue

Ended December 31,

Delivered events - Virtual and

Year Ended December 31,

Delivered events - Virtual and Hybrid

Delivered events - Physical

Consulting Agreement

February 5, 2024, the V-Cube, Inc., the principal shareholder of the Company, entered into a consulting and services agreement with Spirit

Advisors LLC (“Spirit Advisors”), which agreement was assigned to and assumed by the Company on September 5, 2024.

to the agreement, the Company has agreed to compensate Spirit Advisors with warrants, which will be exercisable upon completion of the

Company’s IPO for the period of 10 years to purchase 4.9 % of the fully diluted share capital of the Company as of February 12,

2024 for an exercise price per share of US$ 0.02 , subject to adjustments as set forth in the warrant, as partial compensation for professional

services to be provided by Spirit Advisors in connection with the IPO.

warrants become exercisable upon the successful completion of the IPO, which is a performance condition.

Achievement of the IPO-based

performance condition is not deemed to be probable until such event occurs.

Therefore, no warrants are exercisable prior to the Company’s

Consulting and Advisory Agreement

July 18, 2025, the Company entered into a market awareness agreement, dated as of June 27, 2025 (the “MCA Agreement”),

with MicroCap Advisory, LLC (the “MC Advisor”), pursuant to which the MC Advisor will provide investor communications

and market awareness services to the Company for a six-month term.

The MC Advisor will develop and implement a multi-step investor

outreach strategy, including positioning, media planning, and campaign execution.

As compensation, the MC Advisor received a $ 15,000

setup fee and is entitled to $ 100,000

per month, beginning one week after execution of the MCA Agreement.

Additionally, the Company issued 33,333

fully earned warrants to the MC Advisor, exercisable at $ 6.00

per share for two years, with anti-dilution adjustments in the event of a reverse stock split and cashless exercise rights if

unregistered.

The fair value of the warrants will be measured on the grant date and recognized as an expense within selling, general

and administrative expenses, with a corresponding increase to additional paid-in capital.

Either party may terminate the MCA

Agreement after 60 days upon 30 days’ written notice.

As of the date of this report, the Company has no timeline of when the

Company will issue any warrants to the MC Advisor.

February 5, 2024, V-Cube, Inc., the former principal stockholder of the Company, entered into a consulting and services agreement

with Spirit Advisors, which agreement was assigned to and assumed by the Company on September 5, 2024.

Pursuant to the agreement,

the Company agreed to compensate Spirit Advisors with warrants, which became exercisable upon completion of the Company’s IPO

for the period of 10

years to purchase 4.9 %

of the fully diluted share capital of the Company as of February 12, 2024 for an exercise price per share of $ 0.3 ,

subject to adjustments as set forth in the warrants, as partial compensation for professional services provided by Spirit Advisors

in connection with the IPO.

warrants became exercisable upon the completion of the IPO.

On February 19, 2025, Spirit Advisors elected to exercise its warrants

The net shares issued under this exercise were 89,154

shares of common stock.

These transactions were recorded within stockholders’ equity.

Related Party

related parties that had material balances and transactions as of and for the years ended December 31, 2024 and 2023 consist of the following:

related parties that had material balances and transactions as of and for the years December 31, 2025 and 2024 consist of the following:

Schedule of Related Parties Material Balances and Transactions

of Related Party

of Relationship as of December 31, 2024

company controlled by Dave Kovalcik, the director of V-Cube, Inc., the principal shareholder of the Company

company controlled by an immediate family member of Dave Kovalcik, the director of V-Cube, Inc., the principal shareholder of the

company controlled by Dave Kovalcik, the director of V-Cube, Inc., the principal shareholder of the Company

principal shareholder of the Company

of Relationship at December 31, 2025

largest stockholder of the Company

Technologies Pte.

affiliate of the Company and a subsidiary of V-Cube, Inc.

Education Pte.

affiliate of the Company and a subsidiary of V-Cube, Inc.

Executive Officer of V-Cube, Inc., the largest stockholder of the Company

of Related Party

of Relationship at December 31, 2024

company controlled by Dave Kovalcik, the director of V-cube Inc., the majority stockholder of the Company

company controlled by an immediate family member of Dave Kovalcik, the director of V-cube Inc., the majority stockholder of the Company

company controlled by Dave Kovalcik, the director of V-cube Inc., the majority stockholder of the Company

majority stockholder of the Company

Technologies Pte.

affiliate of the Company

1 unchanged sentence

Schedule of Related Party Balances

Receivable due from related

Dyventive, Inc

Accounts receivable related to

sales from delivered events

PharMethod, Inc

Accounts receivable related to sales from delivered

Nature of transactions

Receivable due from related party:

For additional paid-in capital

Payable due to related party:

Accounts payable related to rental expenses

Payable related to rental expenses

PharMethod, Inc

Accounts payable related to operating expenses

Short-term loans due to

related parties:

Payable related to operating expenses

Short-term loans due to related party:

Loan payable for working capital

1 unchanged sentence

Loan payable for working capital

Company had the following related party transactions for the years ended December 31, 2024 and 2023:

Pave Education Pte.

Loan payable for working capital

Naoaki Mashita

Loan payable for working capital

The Company’s

outstanding short-term loans from related parties are unsecured and are contractually repayable at their respective maturity dates in

accordance with the underlying loan agreements.

Company had the following related party transactions during the year ended December 31, 2025 and 2024:

Schedule of Related Party Transactions

Ended December 31,

Revenue from related parties:

Year Ended December 31,

Nature of transactions

Revenue from related party:

Dyventive, Inc

2 unchanged sentences

Sales from delivered events

Selling, General and Administrative

Expenses with related party:

Selling, General and Administrative Expenses with related party:

Rental expense for the Company’s office

3 unchanged sentences

Management has determined that no significant events or transactions have occurred subsequent

to the consolidated balance sheet date that require both recognition and disclosure in the consolidated financial statements, except

those disclosed below.

February 18, 2025, the Company completed its IPO of 1,667,000 shares of common stock at a public offering price of $ 6.0 per share.

net proceeds to the Company from the IPO, after deducting underwriting discounts and estimated offering expenses payable by the Company,

were $ 8,900 .

February 19, 2025, Spirit Advisors elected to exercise its warrants in full.

The net shares issued under this exercise were 1,337,312

common shares.

On March 17, 2025, the Company’s Board of Directors approved a share

repurchase program under which the Company may repurchase up to $ 1,000 of its outstanding shares of common stock.

On March 18, 2025, the

Company entered into a letter agreement with Bancroft Capital, LLC to assist the Company with its share repurchase program.

28, 2025, the Company and Wizlearn Technologies Pte.

Ltd, an affiliate of the Company, agreed to extend the maturity date of the existing

loan agreements to December 31, 2025.

which loans have

an outstanding aggregate principal balance of $ 1,815

as of the date of this annual report.

On March 28, 2025, the Company and V-Cube, Inc., the principal stockholder

of the Company, agreed to extend the maturity date of the existing loan agreements to December 31, 2025, which loans have an outstanding

aggregate principal balance of $ 2,187 as of the date of this annual report.

On March 19, 2025, the Company and Naoaki Mashita, the Chief Executive

Officer of V-Cube, Inc., the principal stockholder of the Company, agreed to extend the repayment date of the interest accrued on the

existing convertible promissory note from March 31, 2025 to December 31, 2025 .

to the consolidated balance sheet date that require both recognition and disclosure in the consolidated financial statements.

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 9A. Controls and Procedures