TEN Holdings, Inc. 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives. In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date. Internal Control Over Financial Reporting Our 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. GAAP. Our internal control over financial reporting includes those policies and procedures that: ● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; ● provide 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; and ● provide 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 statements. Because 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. Under 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 (COSO). Based on this evaluation, management concluded that our internal controls over financial reporting were effective as of December 31, 2025. Because 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. There 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. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 36 PART III Item 10. Directors, Executive Officers and Corporate Governance. Board of Directors Our 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. Name Age Director Since Independent Position Randolph Wilson Jones III 56 2024 No Chief Executive Officer and Director Virgilio D. Torres 36 2025 No Chief Financial Officer, Secretary and Director Christina Maldonado 36 2026 Yes Director Yuji Ishida 42 2025 Yes Director Gan Yong Sheng 30 2025 Yes Director Mr. Randolph Wilson Jones III has served as our Chief Executive Officer since August 2024, and our Director since October 2024. Since March 2023, Mr. Jones has been the chief executive officer of Xyvid, Inc., our subsidiary, where he is responsible for the overall management of the company. From October 2020 to March 2023, Mr. Jones was the chief revenue officer of Anodot, Inc., where he oversaw sales, marketing, and client experience for the company. From October 2017 to March 2023, Mr. Jones was the chief revenue officer of ScienceLogic, Inc., where he managed the company’s global sales. Mr. Jones received his bachelor’s degree in Business Administration from the University of Dayton in 1991. Mr. Virgilio D. Torres has served as our Chief Financial Officer, Secretary and Director since June 2025 and as our Secretary since March 2026. 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 efforts. Mr. Torres received his bachelor’s degree in finance from Pace University in 2013. Ms. Christina Maldonado has served as our Director since February 2026. Ms. Christina M. 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. Maldonado served as a Senior Fixed Income Market Analyst at Thomson Reuters LPC (now Refinitiv), where she produced market intelligence on the U.S. Corporate bond market and managed relationships with investment banking syndicate desks. Ms. 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. Mr. Yuji Ishida has served as our Independent Director since December 2025. Mr. 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 compliance. 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 U.S. assignments. He also serves as an Audit Partner at Mikasa & Co. and as a Statutory Auditor of Quantinuum K.K., a Honeywell group company. Mr. 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. Bhd. 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. Executive Officers Set forth below is information concerning our executive officers. Name Age Position(s) Randolph Wilson Jones III 56 Chief Executive Officer and Director of the Company Virgilio D. Torres 36 Chief Financial Officer, Secretary and Director of the Company Mr. Randolph Wilson Jones III, a Director of the Company, is the Chief Executive Officer of the Company. His biographical information is set forth above under “Board of Directors.” Mr. Virgilio D. 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.” Family Relationships There are no family relationships among any of our directors or executive officers. 37 Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers and those who beneficially own more than 10% of shares of our common stock to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC. You can view these reports on the SEC’s website at www.sec.gov. To 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. Virgilio D. Torres and a subsequent report of a change in ownership resulting from an employee stock option grant to Mr. Virgilio D. Torres were filed late, the initial report of ownership for Mr. Yuji 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 for Ms. Christina Maldonado will be filed late. Code of Business Conduct and Ethics Our 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/. 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/. Corporate Governance There have been no material changes to the procedures by which our stockholders may recommend nominees to our Board. Loss of Controlled Company Status During 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. V-Cube, Inc. 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, 2025. 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: ● the requirement that a majority of the Board consist of independent directors; ● the requirement that our director nominees be selected or recommended solely by independent directors or that we have a nominating and corporate governance committee comprised entirely of independent directors; and ● the 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. We 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. 38 Committees of the Board of Directors Audit Committee . 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. Mr. 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: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing 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; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. Compensation Committee . 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.” Nominating and Corporate Governance Committee . 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/. Mr. 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. Insider Trading Policy Our 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. 39 Item 11. Executive Compensation. This section provides an overview of our executive and director compensation programs. We meet the requirements of a “smaller reporting company” and have utilized the scaled reporting requirements available to qualifying companies. Summary Compensation Table The following table sets forth, for the fiscal years ended December 31, 2025, and 2024, the dollar value of all cash and noncash compensation earned by any person that was our principal executive officer (“PEO”) or other executive officer(s) during the last fiscal year. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) (1) Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Totals ($) Randolph Wilson Jones III, Chief Executive Officer and Director 2025 300,000 95,263 - - - - - 395,263 2024 298,077 132,536 - 4,321,644 (2) - - - 4,752,257 John M. Orobono Jr., Former Chief Financial Officer, Secretary and Director (3) 2025 220,000 - - - - - 45,000 (5) 265,000 2024 162,077 25,000 - 864,798 (4) - - - 1,051,875 Virgilio D. Torres, Chief Financial Officer, Secretary and Director (6) 2025 265,000 33,125 - 1,013,756 (7) - - - 1,311,881 Notes: (1) Amounts 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. 40 (2) On 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 model. 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. (3) On May 9, 2025, Mr. John M. Orobono Jr. resigned as Chief Financial Officer, Secretary and Director of the Company. (4) On 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. 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 model. 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. Upon Mr. 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. (5) Represents severance paid to Mr. Orobono in connection with his May 9, 2025 resignation. (6) On June 30, 2025, the Board appointed Mr. Virgilio D. Torres to serve as the new Chief Financial Officer, Secretary and Director of the Company. (7) On 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. 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 $3.13 per share. Employment Agreements with Our Named Executive Officers The Company has entered into employment agreements with Randolph Wilson Jones III, our Chief Executive Officer, and Virgilio D. Torres, our Chief Financial Officer and Secretary. A summary of the terms of the current employment agreements with our Company is set forth below. Employment Agreement with Randolph Wilson Jones III Pursuant 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 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; 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. 41 Employment Agreement with John M. Orobono Jr. Pursuant 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 was able terminate the employment relationship at any time without cause, and with or without notice. Mr. Orobono’s offer letter was terminated upon his resignation from the Company on May 9, 2025. Employment Agreement with Virgilio D. Torres Pursuant to the amended and restated employment agreement by and between the Company and Virgilio D. Torres, dated December 22, 2025, Mr. Torres serves as the Chief Financial Officer of the Company, and is entitled to (i) an annual salary of $265,000, minus applicable taxes; (ii) 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 executives; 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. Equity Awards to Named Executive Officers On 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. 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. 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 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. On June 30, 2025, the Company granted a stock option Mr. Virgilio D. 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 per share. 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 $1.0 million as of such grant date. 42 A summary of the number and the value of the outstanding equity awards as of December 31, 2025, held by the named executive officers is set out in the table below. Outstanding Equity Awards at Fiscal Year-End Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) Randolph Wilson Jones III 69,599 - 22,517 (1) 6.90 October 10, 2034 - - - - John M. Orobono Jr. (2) - - - - - - - - - Virgilio D. Torres - - 21,592 (3) 5.40 June 30, 2035 - - - - Notes: (1) On 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. The option 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. (2) On 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. The 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. Upon Mr. 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. (3) On June 30, 2025, the Company granted options 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. 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. Retirement Benefits for Our Named Executive Officers We 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. Change in Control Arrangements Pursuant to the employment agreement by and between the Company and Randolph Wilson Jones III, dated December 22, 2025, should the Company terminate Mr. 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. Jones 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. 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. Jones 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. 43 Pursuant 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, Mr. 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 Mr. 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 We 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, 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. Since January 1, 2025, we have not prepared any accounting restatements that would require recoupment of compensation under the Compensation Recovery Policy. Compensation of Directors The compensation of our directors is set by our Board. Yuji 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. The Company did not pay Randolph Wilson Jones III, John M. Orobono Jr. 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. 44 Timing of Grants of Certain Equity Awards We do not have any formal policies regarding the timing of awards of options in relation to the disclosure of material nonpublic information. 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 $5.40 per share. On July 2, 2025, we filed a Current Report on Form 8-K announcing that the Company had received deficiency letters from the Listing Qualifications Department of Nasdaq. Accordingly, the June 30, 2025 grant occurred during a period beginning four business days before the filing of a Form 8-K that disclosed material nonpublic information and ending one business day after the filing of such report. The table below provides the information required by Item 402(x) of Regulation S-K: Name Grant Date Number of securities underlying the award Exercise price of the award ($/Sh) Grant date fair value of the award Percentage 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 information Virgilio D. Torres, Chief Financial Officer, Secretary and Director June 30, 2025 21,592 5.40 3.13 6.34 % If 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. Compensation Committee Interlocks and Insider Participation The Company is not required to provide the disclosure required for Compensation Committee Interlocks and Insider Participation under Item 407(e)(4) of Regulation S-K, since it qualifies as a “smaller reporting company.” Compensation Committee Report The 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.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Equity Incentive Plan The following table provides information regarding shares outstanding and available for issuance under our existing equity compensation plan as of December 31, 2025. Plan category Number of shares of common stock to be issued upon vesting of outstanding options (1)(2) Weighted-average exercise price of outstanding options Number of shares of common stock remaining available for future issuance under the equity incentive plan (1) Equity compensation plans approved by security holders 179,509 $ 6.82 87,158 Equity compensation plans not approved by security holders - - - Total 179,509 $ 6.82 87,158 (1) The 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. (2) Includes the following shares of common stock underlying grants outstanding under the Amended and Restated Equity Incentive Plan: 103,944 shares underlying vested options and 75,232 shares underlying unvested options, subject to time-based vesting. 45 Beneficial Ownership Table The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our common stock as of the date of this Annual Report. Beneficial 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 3,977,443 shares of common stock outstanding as of March 10, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to the securities. In computing the number of shares of common stock beneficially owned by persons listed below and the percentage ownership of such persons, shares of common stock underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this Annual Report are outstanding, but are not outstanding for computing the percentage ownership of any other person. Common Stock Beneficially Owned Number Percent Directors and Named Executive Officers (1) : Randolph Wilson Jones III 74,714 (2) 1.8 % John M. Orobono Jr. - - Christina Maldonado - - Virgilio D. Torres - - Yuji Ishida - - Gan Yong Sheng - - All directors and named executive officers as a group (5 persons): 74,717 (3) 1.8 % 5% Stockholders: V-Cube, Inc. and Naoaki Mashita 1,565,942 (4) 39.4 % Notes: * Represents less than 1% of beneficial ownership. (1) Unless otherwise indicated, the business address of each of the individuals is 1170 Wheeler Way, Langhorne, PA 19047. 46 (2) Represents 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. The Company has granted Randolph Wilson Jones III options to purchase 1,381,750 shares of 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. 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 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. (3) Includes 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. (4) Includes (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 held by Mr. 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. Although 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. Item 13. Certain Relationships and Related Transactions, and Director Independence. Board and Committee Independence The Board, at the recommendation of the Nominating and Corporate Governance Committee, determines whether each of our directors is considered independent. For a director to be considered independent, the director must meet the independence standards under the Nasdaq listing standards. 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. The Board, 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. Material Transactions with Related Parties The following is a description of transactions since January 1, 2025 to which we were a party in which (i) the amount involved exceeded or will exceed the lesser of (A) $120,000 or (B) one percent of our average total assets at year-end for the last two completed fiscal years and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control, and other similar arrangements, which are described under “Item 11. Executive Compensation.” 47 These related parties of the Company with whom transactions are reported in these financial statements are as follows: Name of Related Parties Nature of Relationship on December 31, 2025 V-Cube, Inc. The largest stockholder of the Company Wizlearn Technologies Pte. Ltd. An affiliate of the Company and a subsidiary of V-Cube, Inc. Naoaki Mashita Chief Executive Officer of V-Cube, Inc., the largest stockholder of the Company PAVE Education Pte. Ltd. An affiliate of the Company and a subsidiary of V-Cube, Inc. In 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. The Company had the following related party balances as of December 31, 2025 (in thousands): Nature of transactions December 31, 2025 Receivable due from related party: V-Cube, Inc. For additional paid-in capital $ 5,400 Nature of transactions Amount Outstanding as of December 31, 2025 Largest Aggregate Amount Outstanding During the Year Ended December 31, 2025 Short-term loans due to related parties: 　 　 V-Cube, Inc. Loan payable for working capital 465 4,062 Naoaki Mashita Loan payable for working capital 120 450 Wizlearn Technologies Pte. Ltd. Loan payable for working capital 1,665 1,815 PAVE Education Pte. Ltd. Loan payable for working capital 2,321 2,322 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. Ltd. or PAVE Education Pte. Ltd. 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. All of the loans hold a rate of 6%. Related Party Transactions Policy The 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. Under 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. All related party transactions are subject to review and approval by the Board or the Audit Committee, as applicable. 48 Item 14. Principal Accounting Fees and Services. Audit Fees For 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 audits. ASSENTSURE PAC and Grassi & Co., CPAs,P.C. were appointed our auditor in the year ended December 31, 2025 and 2024, respectively. Years ended December 31, 2025 2024 Audit Fees $ 290 $ 236 Audit-Related Fees $ - $ - Tax Fees $ 23 $ - All Other Fees $ - $ - Total Fees $ 313 $ 236 Pre-Approval Policy Pursuant 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. 49 PART IV Item 15. Exhibit and Financial Statement Schedules (a) Financial Statements We have filed the financial statements in Item 8. Financial Statements and Supplementary Data as a part of this Annual Report. (b) Exhibits The following is a list of all exhibits filed or incorporated by reference as part of this Annual Report. Incorporated by Reference (Unless Otherwise Indicated) Exhibit Number Exhibit Title Form File Exhibit Filing Date 3.1 Articles of Incorporation 10-Q 001-42515 3.1 November 10, 2025 3.2 Bylaws 10-Q 001-42515 3.2 November 10, 2025 4.1 Specimen Stock Certificate S-1 333-282621 4.1 October 11, 2024 4.2 Description of Securities Filed herewith 10.1† Form of Indemnification Agreement by and between the Registrant and its officers and directors S-1 333-282621 10.3 October 11, 2024 10.2† Employment Agreement dated August 1, 2024 by and between John M. Orobono Jr. and the Registrant S-1 333-282621 10.2 October 11, 2024 10.3 Agreement for loan condition by and between V-Cube, Inc. and Xyvid, Inc. S-1 333-282621 10.5 October 11, 2024 10.4 Agreement for loan condition by and between Wizlearn Technologies Pte. Ltd. and Xyvid, Inc. S-1 333-282621 10.6 October 11, 2024 10.5 Agreement of lease by and between Xyvid, Inc. and GHDLCK LLC S-1 333-282621 10.7 October 11, 2024 10.6 Consulting Agreement with Spirit Advisors, LLC S-1 333-282621 10.8 October 11, 2024 50 10.7 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) 10-K 001-42515 10.9 March 28, 2025 10.8 The Registrant’s Amended and Restated 2024 Equity Incentive Plan S-1 333-282621 10.12 October 11, 2024 10.9 Follow-on Offering Advisory Agreement by and between the Registrant and RyuShin Advisors LLC dated February 18, 2025 10-Q 001-42515 10.21 May 19, 2025 10.10 Master Services Agreement by and between the Registrant and PeakValue, LLC dated February 18, 2025 10-Q 001-42515 10.22 May 19, 2025 10.11 Consultancy Agreement by and between the Registrant and Jipsy Trade Limited dated February 18, 2025 10-Q 001-42515 10.24 May 19, 2025 10.12 Purchase Agreement, dated as of June 23, 2025, between TEN Holdings, Inc. and Lincoln Park Capital Fund, LLC 8-K 001-42515 10.1 June 25, 2025 10.13 Registration Rights Agreement, dated as of June 23, 2025, between TEN Holdings, Inc. and Lincoln Park Capital Fund, LLC 8-K 001-42515 10.2 June 25, 2025 10.14+ Reseller Program Agreement, dated as of October 21, 2025, between TEN Holdings, Inc. and Xcyte Digital Corporation 10-Q 001-42515 10.3 November 10, 2025 10.15 Form of Stock Purchase Agreement, dated December 22, 2025. 8-K 001-42515 10.1 December 29, 2025 10.16+ Registration Rights Agreement, dated December 22, 2025, by and among TEN Holdings, Inc. and the Purchasers named therein 8-K 001-42515 10.2 December 29, 2025 10.17† Employment Agreement, dated December 22, 2025, by and between TEN Holdings, Inc. and Randolph Wilson Jones III 8-K 001-42515 10.3 December 29, 2025 10.18† Amended and Restated Employment Agreement, dated December 22, 2025, by and between TEN Holdings, Inc. and Virgilio D. Torres 8-K 001-42515 10.4 December 29, 2025 10.19 Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd. - - - Filed herewith 51 10.20 Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd. - - - Filed herewith 10.21 Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and Wizlearn Technologies Pte. Ltd. - - - Filed herewith 10.22 Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd. - - - Filed herewith 10.23 Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd. - - - Filed herewith 10.24 Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd. - - - Filed herewith 10.25 Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd. - - - Filed herewith 10.26 Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd. - - - Filed herewith 10.27 Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and V-Cube Inc. - - - Filed herewith 10.28 Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and Noaoki Mashita - - - Filed herewith 10.29 Corporate Support and Funding Agreement, dated March 18, 2026, by and between V-Cube, Inc. and the Registrant - - - Filed herewith 19.1 Insider Trading Policy - - - Filed herewith 21.1 Subsidiaries S-1 333-282621 21.1 October 11, 2024 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - - - Filed herewith 52 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - - - Filed herewith 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - - - Furnished herewith 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - - - Furnished herewith 97.1 Compensation Recovery Policy - - - Filed herewith 101.INS Inline XBRL Instance Document - - - Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document - - - Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document - - - Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document - - - Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document - - - Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document - - - Filed herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) - - - Filed herewith * In accordance with Item 601(b)(32)(ii) of Regulation S-K 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. + The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request. † This exhibit constitutes a management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary. None. 53 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TEN Holdings, Inc. Date: March 18, 2026 By: /s/ Randolph Wilson Jones III Name: Randolph Wilson Jones III Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Randolph Wilson Jones III Chief Executive Officer and Director March 18, 2026 Name: Randolph Wilson Jones III (Principal Executive Officer) /s/ Virgilio D. Torres Chief Financial Officer, Secretary, and Director March 18, 2026 Name: Virgilio D. Torres (Principal Accounting and Financial Officer) /s/ Christina Maldonado Director March 18, 2026 Name: Christina Maldonado /s/ Yuji Ishida Director March 18, 2026 Name: Yuji Ishida /s/ Gan Yong Sheng Director March 18, 2026 Name: Gan Yong Sheng 54 REPORT O F INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of TEN Holdings, Inc. Opinion on the Financial Statements We 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. 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 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. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These 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. 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. 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 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 2025. Singapore March 18, 2026 PCAOB ID Number 6783 F- 1 TEN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) 2025 2024 December 31, 2025 2024 ASSETS 　 　 Current Assets: Cash and cash equivalents $ 1,631 $ 48 Accounts receivable, net 635 515 Receivable due from related party 5,400 — Prepaid expenses and other current assets 2,759 1,224 Total Current Assets 10,425 1,787 Non-current Assets: Property and equipment, net 172 219 Operating lease right-of-use assets, net 455 530 Intangible assets, net — 3,888 Other assets 914 — Total Non-current Assets 1,541 4,637 Total Assets $ 11,966 $ 6,424 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Trade accounts payable $ 284 $ 561 Other payable and accrued expenses 1,900 970 Payable due to related party — 156 Deferred revenue 430 147 Current portion of operating lease liabilities 80 71 Short-term loans - Related party 4,571 5,617 Total Current Liabilities 7,265 7,522 Non-current Liability: Non-current operating lease liabilities 422 502 Total Non-current Liability 422 502 Total Liabilities 7,687 8,024 Commitment and Contingencies (Note 6) - - Stockholders’ Equity: Preferred stock; $ 0.0001 par value – 1,000,000 shares authorized as of December 31, 2025 and 2024; No 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; 3,977,443 and 1,712,609 shares issued and outstanding as of December 31, 2025 and 2024, respectively ** - * - * Additional paid-in capital 25,710 322 Accumulated deficit ( 21,431 ) ( 1,922 ) Total Stockholders’ Equity 4,279 ( 1,600 ) Total Liabilities & Stockholders’ Equity $ 11,966 $ 6,424 The 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 1 for 15 reverse stock split effected on December 1, 2025. F- 2 TEN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) 2025 2024 Year Ended December 31, 2025 2024 Revenue $ 3,104 $ 3,425 Revenue - Related party — 79 Cost of revenue ( 663 ) ( 652 ) Gross profit 2,441 2,852 Operating expenses: Selling, General and Administrative Expenses 15,276 5,290 Selling, General and Administrative Expenses - Related party — 100 Depreciation expenses 591 190 Total operating expenses 15,867 5,580 Loss from operations ( 13,426 ) ( 2,728 ) Other expenses, net ( 1,605 ) ( 30 ) Impairment loss ( 4,194 ) — Interest expenses, net ( 284 ) ( 210 ) Loss before income taxes ( 19,509 ) ( 2,968 ) Income tax expense — — Net Loss $ ( 19,509 ) $ ( 2,968 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 8.58 ) $ ( 1.78 ) Weighted-average number of shares of common stock outstanding used to compute net loss per share, basic and diluted* 2,272,982 1,667,674 The accompanying notes are an integral part of the consolidated financial statements. * Giving retroactive effect to the 1 for 15 reverse stock split effected on December 1, 2025. F- 3 TEN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY) (in thousands, except share data) Shares Amount Capital Earnings (Deficit) Stock Class Additional Total Stockholders’ Common Stock Paid-In Accumulated Equity Shares** Amount Capital Deficit (Deficit) Balance, December 31, 2023 1,666,667 $ - * $ 5 $ 1,046 $ 1,051 Conversion of convertible promissory note 45,942 - * 317 — 317 Net loss — — — ( 2,968 ) ( 2,968 ) Balance, December 31, 2024 1,712,609 - * 322 ( 1,922 ) ( 1,600 ) Balance 1,712,609 - * 322 ( 1,922 ) ( 1,600 ) Issuance of shares upon initial public offering, net of offering costs 111,133 - * 7,842 — 7,842 Stock-based compensation — — 4,857 — 4,857 Issuance of shares in connection with consulting agreement 222,487 - * - * — — Issuance of shares in settlement of claims, pursuant to Section 3(a)(10) 469,430 - * 3,205 — 3,205 Share issued for cash 466,667 - * 1,838 — 1,838 Issuance of underwriter shares 4,117 - * - * — — Issuance of shares, net of offering costs 991,000 - * 2,246 — 2,246 Capital contribution — — 5,400 — 5,400 Net loss — — — ( 19,509 ) ( 19,509 ) Balance, December 31, 2025 3,977,443 $ - * $ 25,710 $ ( 21,431 ) $ 4,279 Balance 3,977,443 $ - * $ 25,710 $ ( 21,431 ) $ 4,279 The 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 1 for 15 reverse stock split effected on December 1, 2025. F- 4 TEN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) 2024 2023 Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 19,509 ) $ ( 2,968 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 591 190 Non-cash lease expenses 75 71 Non-cash interest expenses 241 218 Stock-based compensation 4,857 — Loss on extinguishment of debt 1,599 — Impairment loss on intangible assets 4,194 — Changes in operating assets and liabilities: Accounts receivable ( 120 ) ( 156 ) Prepaid expenses and other current assets ( 1,536 ) ( 90 ) Income tax receivable — 91 Other assets ( 914 ) — Accounts payable ( 291 ) ( 85 ) Payable due to related party ( 156 ) 108 Other payable and accrued expenses 693 326 Deferred revenue 282 ( 127 ) Operating lease liabilities ( 71 ) ( 63 ) Net cash used in operating activities ( 10,065 ) ( 2,485 ) Cash flows from investing activities: Purchase of property and equipment — ( 38 ) Purchase of capitalized internal-use software ( 850 ) ( 999 ) Net cash used in investing activities ( 850 ) ( 1,037 ) Cash flows from financing activities Proceeds from short-term loans - Related party 2,826 4,244 Repayments of short-term loans - Related party ( 2,000 ) — Proceeds from issuance of shares 11,926 — Payment for Issuance of shares in settlement of claims ( 254 ) — Payment for deferred offering costs — ( 1,031 ) Net cash provided by financing activities 12,498 3,213 Net change in cash and cash equivalents 1,583 ( 309 ) Cash and cash equivalents at beginning of period 48 357 Cash and cash equivalents at end of period $ 1,631 $ 48 Non-cash investing and financing activities: Settlement of debt through issuance of common stock $ 1,872 $ — Conversion of promissory note $ — $ 317 Capital contribution $ 5,400 $ — The accompanying notes are an integral part of the consolidated financial statements. F- 5 TEN HOLDINGS, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 1. Organization, Nature of Business TEN Holdings, Inc. (the “Company”) was incorporated on February 12, 2024 in Pennsylvania to act as the holding company of Ten Events, Inc. (“Ten Events”), which was incorporated in Pennsylvania on December 5, 2011 and is an operating entity. Ten Events 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. At 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. in exchange for 100 shares of common stock of the Company’s. After the share exchange, Ten Events became a wholly owned subsidiary of the Company. On July 24, 2024, the Company changed its domicile of incorporation from the Commonwealth of Pennsylvania to the state of Nevada. Thereupon, 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 shares. On 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. The reorganization involves entities under common control. Under the guidance in ASC 805-50, for transactions between entities under common control, the assets, liabilities, and results of operations are recognized at their carrying amounts on the date of the restructuring, which required retrospective combination of the Company and Ten Events. The Company’s consolidated financial statements have been prepared as if the existing corporate structure had been in existence throughout all periods presented rather than from the incorporation. This includes a retrospective presentation for all equity related disclosures, which were under common control throughout the relevant periods as a single economic enterprise although legal parent-subsidiary relationship were not established. On 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. Going concern The Company has evaluated whether there are certain conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to attract and retain revenue generating customers, acquire new customer contracts, and additional financing. T he Company has incurred and continues to incur losses from operations as well as negative cash flow from operations. For the year ended 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 concern. The 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 its ability to 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. F- 6 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). As an emerging growth company, the Jumpstart Our Business Startups Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to delay adoption of certain new or revised accounting standards. As a result, the Company’s consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Basis of Consolidation The Company consolidates entities in which it has a controlling financial interest: Ten Events and V-Cube USA Acquisition Company, LLC. Intercompany balances and transactions have been eliminated in such consolidation. Use of Estimates The 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 of deferred tax assets. Actual results could differ from those estimates. Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented in the consolidated financial statements. To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows: 1 – Identification of the contract with a customer 2 – Identification of the performance obligation in the contract 3 – Determination of the transaction price 4 – Allocation of the transaction price to the performance obligation in the contract 5 – Recognition of revenue when, or as, a performance obligation is satisfied F- 7 Hybrid, virtual and physical event revenue Revenue 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 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. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The transaction price is generally fixed at contract inception and is based on the agreed upon rates stated in the contract which indicates the amount of consideration the Company expects to be entitled to in exchange for satisfaction of performance obligation (i.e., delivering events). The amount on the final invoice depends on the actual work performed and might differ from the amount stated in the initial contract. When there is variable consideration included in the transaction price if, in the management’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur, the Company and the customer agree on the price on the final invoice, and revenue is recognized based on the amount on the final invoice. None of our contracts contain a significant financing component. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to government entities. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised services to the customer, which is upon completion of the event. Revenue is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company sometimes enters into the contract with a bundle of events. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price. The Company’s contracts with multiple performance obligations are generally sold over the same contract terms as that of the contract with single performance obligation and have the same pattern of transferring services to the customer, and therefore, they are accounted for as one combined performance obligation in the context of the contract. From time to time, the Company engages subcontractors for delivering events. The Company assesses and records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. For events delivered with subcontractors, the Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified vendors, (ii) has the discretion to select the vendors and establish their price and duties, and (iii) bears the risk for services that are not fully paid for by its customers. Segment Information The Company currently operates its business as one operating segment which includes two revenue types: Hybrid and Virtual Events and Physical Events. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer (“CEO”), who reviews financial information for purposes of making operating decisions, assessing financial performance, and allocating resources. The Company’s CODM evaluates financial information as a whole for the purpose of assessing financial performance and making operating decisions. Concentration of Customers and Vendors The consolidated balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. The Company continuously evaluates the credit worthiness of its customers’ financial condition and generally does not require collateral. The Company maintains cash balances in bank accounts that may, at times, exceed Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 per institution. The Company incurred no losses from such accounts and management considers the risk of loss to be minimal. F- 8 For 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. For 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. Cash and Cash Equivalents The Company considers all highly liquid short-term investments purchased with an initial maturity date of three months or less to be cash equivalents. Accounts Receivable, Net Accounts receivable primarily consist of the amounts billed and currently due from customers, net of an allowance for credit losses, if recorded. When the Company has an unconditional right to payment, subject only to the passage of time, the right is treated as receivable. The Company’s accounts receivable balances are unsecured, bearing no interest. Fees billed in advance of the related contractual term represent contract liabilities and are presented as deferred revenue. Typical payment terms provide for customer payment within 30 to 90 days of the invoice date. Accounts receivable are subject to collection risk. The Company performs evaluations of its customers’ financial positions and generally extends credit on account, without collateral. At each balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. The allowance estimate is derived from a review of the Company’s historical losses on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s customers’ composition have remained constant. The Company did no t record an allowance for credit loss as of December 31, 2025 and 2024. The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income or an offset to credit loss expense in the year of recovery. The Company did not have any write-offs of receivables during the year ended December 31, 2025 and 2024. Deferred Offering Costs Deferred offering costs include specific incremental costs directly attributable to the Company’s initial public offering of securities. Deferred offering costs exclude management salaries or other general and administrative expenses. These costs are being deferred and 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. Upon 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. Property and Equipment, Net Property and equipment are recorded at the cost less accumulated depreciation. Depreciation is computed using the straight-line method. The estimated useful lives of assets are as follows: Schedule of Estimated Useful Lives of Assets Property and Equipment Estimated Useful Life Computer and equipment 7 years Furniture and fixture 10 years Leasehold improvement Shorter of 10 years or lease term Repair and maintenance costs are expensed as incurred. F- 9 Intangible Assets Intangible assets consist of capitalized software. The Company accounts for its software development costs in accordance with the guidance in ASC 350-40, Internal-use software . The costs incurred prior to the application development stage and post implementation are expensed as incurred. Direct and incremental internal and external costs incurred during the application development stage are capitalized until the application is substantially complete and ready for its intended use, at which point amortization begins. Training, data conversion and maintenance costs are expensed as incurred. Costs of capitalized software are amortized on a straight-line basis over the estimated period of benefit, which is approximately five to seven years, and are recorded in cost of revenue in the Consolidated Statements of Operations. Impairment or Disposal of Long-Lived Assets Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if the carrying amount is not recoverable when compared to the Company’s undiscounted cash flows, and the impairment loss is measured based on the difference between the carrying amount and fair value. Long-lived assets held for sales are reported at the lower of cost or fair value less costs to sell. Leases Leases are comprised of operating leases for office space. In accordance with FASB ASC Topic 842, Leases , the Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, current portion of operating lease liabilities, and non-current operating lease liabilities in the Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For leases with terms greater than 12 months, the Company records a ROU asset and a lease liability representing the present value of future lease payments. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, or the Company’s collateralized incremental borrowing rate. The implicit rate within the Company’s leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. The Company estimates its incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. For those contracts that include fixed rental payments for both the use of the asset (“lease costs”) as well as for other occupancy or service costs relating to the asset (“non-lease costs”), the Company generally includes both the lease costs and non-lease costs in the measurement of the lease asset and liability. The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all asset classes. Lease expenses for the Company’s operating leases are recognized on a straight-line basis over the lease term except for variable lease costs, which are expensed as incurred. 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. Fair Value Measurements The Company reports financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis in accordance with ASC Topic 820 Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. F- 10 ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows: Level 1: Quoted price in an active market for identical assets or liabilities. Level 2: Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3: Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable, and short-term loans approximate fair values due to the short-term nature of these instruments. Deferred Revenue Contract liabilities consist of deferred revenue. Revenue is deferred when the Company has the right to invoice in advance of performance under a customer contract. The current portion of deferred revenue balances is recognized over the next 12 months. The amount of revenue recognized during the year ended December 31, 2025 and 2024 that was included in deferred revenue at the beginning of each period was $ 147 and $ 275 , respectively. Cost of Revenue Cost of revenue primarily consists of costs paid to its employees for delivering events and costs of renting equipment and studio. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are included in selling, general and administrative expenses in the Consolidated Statements of Operations. For the year ended December 31, 2025 and 2024, these costs were $ 853 and $ 160 , respectively. Employee Benefit Plan Substantially all employees are eligible to participate in the 401(k) defined contribution plan which is sponsored by the Company. Participants may contribute a portion of their compensation to the plan up to the maximum amount permitted under Section 401(k) of the Internal Revenue Code. At the Company’s discretion, the Company can match a portion of the participants’ contributions. During the years ended December 31, 2025 and 2024, the Company recognized $ 66 and $ 46 , respectively, of expenses for the defined contribution plans. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the differences between the financial statement and tax basis of assets, liabilities and net operating loss by using enacted tax rate in effect for the fiscal year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are believed to be more likely than not to be realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. F- 11 The Company files tax returns in the tax jurisdictions of the United States. Tax benefits for uncertain tax positions are based upon management’s evaluation of the information available at the reporting date. To be recognized in the financial statements, a tax benefit must be at least more likely than not of being sustained based on technical merits. The benefit for positions meeting the recognition threshold is measured as the largest benefit more likely than not of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Net Loss per Share Basic 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. Recently Issued Accounting Pronouncements The following Accounting Standards Updates (“ASUs”) were issued by the Financial Accounting Standards Board (“FASB”) which relate to or could relate to the Company as concerns the Company’s normal ongoing operations or the industry in which the Company operates. In 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. In 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. In 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. In November 2024, the FASB issued ASU No. 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This ASU requires public business entities to disclose, for interim and annual reporting periods, additional information about certain income statement expense categories. The requirements are effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Entities are permitted to apply either the prospective or retrospective transition methods. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements. F- 12 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of this guidance did not have any impact on the Company’s segment reporting. In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). This ASU incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“ASC”). The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of ASC Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the ASC with the SEC’s regulations. The ASU has an unusual effective date and transition requirements since it is contingent on future SEC rule setting. If the SEC fails to enact required changes by June 30, 2027, this ASU is not effective for any entities. Early adoption is not permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statement. 3. Property and Equipment, Net As of December 31, 2025 and 2024, property and equipment consisted of the following: Schedule of Property and Equipment 2025 2024 December 31, 2025 2024 Computer and equipment $ 487 $ 487 Furniture and fixture 17 17 Leasehold improvement 20 20 Total property and equipment 524 524 Less: Accumulated depreciation ( 352 ) ( 305 ) Total property and equipment, net $ 172 $ 219 The Company recognized depreciation expenses on property and equipment of $ 47 and $ 54 during the year ended December 31, 2025 and 2024, respectively. 4. Intangible Assets, Net The Company’s intangible assets consist of internally developed capitalized software. As of December 31, 2025 and 2024, the balance 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. The 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. As of December 31, 2025 and 2024, intangible assets consisted of the following: Schedule of Intangible Assets 2025 2024 At December 31, 2025 2024 Capitalized software $ 4,874 $ 3,806 Under the application development stage — 218 Total intangible assets 4,874 4,024 Less: Impairment ( 4,194 ) — Less: Accumulated Amortization ( 680 ) ( 136 ) Intangible assets, net $ — $ 3,888 The Company recognized amortization expenses on intangible assets of $ 544 and $ 136 during the year ended December 31, 2025 and 2024, respectively. F- 13 5 . Leases The 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 2025 2024 December 31, 2025 2024 Right-of-Use Assets 　 　 Operating lease assets $ 455 $ 530 Lease Liabilities 　 　 Operating lease liabilities - Current $ 80 $ 71 Operating lease liabilities - Non-current $ 422 $ 502 The following table summarizes the contractual maturities of operating lease liabilities as of December 31, 2025: Schedule of Maturities of Operating Lease Liabilities Year ending December 31, 2026 $ 108 2027 112 2028 117 2029 121 2030 126 Total lease payments 584 Less amounts representing interest ( 82 ) Present value of lease payments 502 Less: current portion ( 80 ) Non-current lease liabilities $ 422 The following table illustrates information for the Company’s operating lease during the year ended December 31, 2025 and 2024: Schedule of Operating Lease Cost 2025 2024 December 31, 2025 2024 Total operating lease cost $ 71 $ 63 Short-term lease cost $ — $ 14 Cash paid for amounts included in the measurement of the operating lease liability $ 104 $ 100 Weighted average remaining lease term (years) 5.0 6.0 Weighted average discount rate 6.00 % 6.00 % F- 14 6. Commitments and Contingencies Guarantees and Commitments There were no commitments under certain purchase or guarantee arrangements as of December 31, 2025 and 2024. Legal Matters From time to time, in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. 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 Company. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with third parties. To date, the Company has not paid any material claims or been required to defend any material actions related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. 7. Other Payables and Accrued Expenses As of December 31, 2025 and 2024, other payable and accrued expenses include the following components: Schedule of Accrued Expenses 2025 2024 December 31, 2025 2024 Other payables $ 490 $ — Accrued operating expenses 619 310 Accrued payroll expenses 217 256 Other accrued expenses 574 404 Total other payable and accrued expenses $ 1,900 $ 970 8. Short-term Loans – Related Party Short-term loans as of December 31, 2025 and 2024 consisted of the followings: Schedule of Short-term Loans Interest Rate Maturity 2025 2024 December 31, Interest Rate Maturity 2025 2024 V-cube Inc. 6.00 % June 30, 2026 $ 465 $ 4,062 Wizlearn Technologies Pte. Ltd. 6.00 % June 30, 2026 1,665 1,555 Pave Education Pte. Ltd. 6.00 % June 30, 2026 2,321 — Naoaki Mashita 6.00 % June 30, 2026 120 — Total short-term loans 　 　 $ 4,571 $ 5,617 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. 9 . Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share: Schedule of Net Loss per Share 2025 2024 Year Ended December 31, 2025 2024 Basic and Diluted Net Loss Per Common Share: 　 　 Net loss attributable $ ( 19,509 ) $ ( 2,968 ) Weighted average common shares outstanding – basic and diluted 2,272,982 1,667,674 Net loss per common share – basic and diluted $ ( 8.58 ) $ ( 1.78 ) F- 15 The 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 2025 2024 Year Ended December 31, 2025 2024 Common stock options 74,862 — 10. Income Taxes The 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 Year Ended December 31, 2025 2024 United States $ ( 19,509 ) $ ( 2,968 ) The components of income tax expense for the years ended December 31, 2025 and 2024 were as follows: Schedule of Income Tax Expense 2025 2024 Year Ended December 31, 2025 2024 Current $ — $ — Deferred — — Total $ — $ — A reconciliation of income tax expense to the amount of income tax expense at the statutory rate in the U.S. for the years ended December 31, 2025 and 2024 is as follows: Schedule of Reconciliation of Income Tax Expense 2025 2024 Year Ended December 31, 2025 2024 Income tax benefit at the statutory rate $ ( 4,097 ) $ ( 623 ) Increase (reduction) in taxes resulting from: State tax—net of federal — ( 270 ) Change in valuation allowance 2,000 1,629 Permanent difference — 71 SALT Rate change — ( 756 ) Research and development credits — ( 26 ) Nontaxable or Nondeductible Items 2,097 — Other — ( 25 ) Income tax expense $ — $ — F- 16 The 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 2025 2024 December 31, 2025 2024 Deferred tax assets: 　 　 Goodwill $ 6,844 $ 7,598 Lease liability 175 181 Accrued interest 75 85 Net operating loss carryforwards 5,953 3,475 Impairment 1,301 — R&D credit — 122 Other 123 13 Total deferred tax assets 14,471 11,474 Deferred tax liabilities: 　 　 Fixed assets 40 53 Right-of-use assets 163 167 Assets capitalized for book not for tax 291 295 Other 234 244 Total deferred tax liabilities 728 759 Less: Valuation allowance ( 13,743 ) ( 10,715 ) Net deferred tax assets/(liabilities) $ — $ — As 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. The 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. As of December 31, 2024, the Company had a federal NOL carryforwards of $ 12,373 , and state NOL carryforwards of $ 14,125 . The 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 evidence to support the reversal of all or some portion of these allowances. The valuation allowance the Company recorded as of December 31, 2025 and 2024 was $ 13,743 and $ 10,715 , respectively. The net changes in the total valuation allowance for net deferred tax assets for the years ended December 31, 2025 and 2024 consist of the following: Schedule of Deferred Tax Assets Valuation Allowance 2025 2024 Year Ended December 31, 2025 2024 Valuation allowance at beginning of year $ 10,715 $ 9,098 Additions 3,028 1,617 Valuation allowance at end of year $ 13,743 $ 10,715 Currently, there are no federal or state tax audits pending. The Company’s corporate federal and state tax returns from 2022 to 2024 remain subject to examination by tax authorities. At December 31, 2025, the Company did no t have any unrecognized tax benefits and did not anticipate any significant changes to the unrecognized tax benefits within twelve months of this reporting date. In the year ended December 31, 2025, the Company recorded no interest and penalties on income taxes. At December 31, 2025, there was no accrued interest included in income taxes payable. F- 17 11. Stockholders’ Equity Preferred Stock As of December 31, 2025, the Company has authorized 1,000,000 shares of preferred stock with rights and preferences, including voting rights, to be designated from time to time by the board of directors. There were no shares of preferred stock issued or outstanding as of December 31, 2025. Common Stock As of December 31, 2025, the Company has authorized 250,000,000 shares of common stock. 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. On 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. On December 23, 2024, the convertible promissory note dated September 5, 2024, held by Naoaki Mashita, the Chief Executive Officer of V-Cube, 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. On 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 . On 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. 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. On 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. Pursuant 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. On 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. F- 18 On 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. On 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. On 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. The 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 . 12. Equity Incentive Plan On 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. The 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 5 years Expected volatility 49.04 % Expected dividend rate 0.00 % Risk-free rate 3.75 % The 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. The 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 Number of shares Weighted- Average Grant- Date Fair Value Weighted-average remaining contractual term (in years) Unvested balance as of December 31, 2024 176,017 $ 46.91 Granted 21,925 3.30 Vested ( 74,862 ) 46.91 Forfeited ( 13,825 ) 46.91 Unvested balance as of December 31, 2025 109,255 $ 39.15 8.9 As of December 31, 2025, the Company’s unrecognized stock-based compensation expense for unvested options was $ 3,473 . F- 19 13. Revenue Disaggregation of Revenue The 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 year ended December 31, 2025 and 2024. All 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 2025 2024 Year Ended December 31, 2025 2024 Delivered events - Virtual and Hybrid $ 2,737 $ 3,219 Delivered events - Physical 367 285 Total $ 3,104 $ 3,504 The following table summarizes the activity in deferred revenue during the year ended December 31, 2025 and 2024: Schedule of Activity In Deferred Revenue 2025 2024 Year Ended December 31, 2025 2024 Balance, beginning of year $ 147 $ 275 Revenue earned ( 1,061 ) ( 1,245 ) Deferral of revenue 1,344 1,117 Balance, end of year $ 430 $ 147 14. Cost of Revenue Disaggregation of Cost of revenue The table below reflects cost of revenue by major source for the year ended December 31, 2025 and 2024. Schedule of Disaggregation of Cost of Revenue 2025 2024 Year Ended December 31, 2025 2024 Delivered events - Virtual and Hybrid $ 566 $ 557 Delivered events - Physical 97 95 Total $ 663 $ 652 15. Consulting and Advisory Agreement On 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. F- 20 On 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. The warrants became exercisable upon the completion of the IPO. On February 19, 2025, Spirit Advisors elected to exercise its warrants in full. The net shares issued under this exercise were 89,154 shares of common stock. These transactions were recorded within stockholders’ equity. 16. Related Party The 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 Name of Related Party Nature of Relationship at December 31, 2025 V-Cube, Inc. The largest stockholder of the Company Wizlearn Technologies Pte. Ltd. An affiliate of the Company and a subsidiary of V-Cube, Inc. Pave Education Pte. Ltd. An affiliate of the Company and a subsidiary of V-Cube, Inc. Naoaki Mashita Chief Executive Officer of V-Cube, Inc., the largest stockholder of the Company Name of Related Party Nature of Relationship at December 31, 2024 Dyventive, Inc A company controlled by Dave Kovalcik, the director of V-cube Inc., the majority stockholder of the Company GHDLCK, LLC A company controlled by an immediate family member of Dave Kovalcik, the director of V-cube Inc., the majority stockholder of the Company PharMethod, Inc A company controlled by Dave Kovalcik, the director of V-cube Inc., the majority stockholder of the Company V-Cube, Inc. The majority stockholder of the Company Wizlearn Technologies Pte. Ltd. An affiliate of the Company The Company had the following related party balances as of December 31, 2025 and 2024: Schedule of Related Party Balances December 31, Nature of transactions 2025 2024 Receivable due from related party: 　 　 　 V-Cube, Inc. For additional paid-in capital $ 5,400 $ — Payable due to related party: 　 　 　 GHDLCK, LLC Payable related to rental expenses — 83 PharMethod, Inc Payable related to operating expenses — 73 Short-term loans due to related party: V-cube Inc. Loan payable for working capital 465 4,062 Wizlearn Technologies Pte. Ltd. Loan payable for working capital 1,665 1,555 Pave Education Pte. Ltd. Loan payable for working capital 2,321 — Naoaki Mashita Loan payable for working capital 120 — 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. The Company had the following related party transactions during the year ended December 31, 2025 and 2024: Schedule of Related Party Transactions Year Ended December 31, Nature of transactions 2025 2024 Revenue from related party: 　 　 　 Dyventive, Inc Sales from delivered events $ — $ 33 PharMethod, Inc Sales from delivered events — 47 Selling, General and Administrative Expenses with related party: GHDLCK, LLC Rental expense for the Company’s office — 100 17. Subsequent Events The Company has evaluated subsequent events after the consolidated balance sheet date through March 18, 2026, the date the consolidated financial statements were available for issuance. 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. F- 21