Item 1. Business
Item
1. Business.
Overview
We
are a provider of event planning, production, and broadcasting services headquartered in Pennsylvania. We mainly produce virtual and
hybrid events and physical events. Virtual and hybrid events involve virtual and hybrid event planning, production and broadcasting services,
and continuing education services, all of which are supported by our proprietary Xyvid Pro Platform. Physical events were added to our
revenue streams, due to our corporate restructuring completed in fiscal year 2023, and mainly involve live streaming and video recording
of physical events.
As
of the date of this annual report, we primarily generate revenue from virtual and hybrid events delivered to corporate customers. We
experienced decreases in our total revenue and net income in the year ended December 31, 2024, mainly due to loss of a few events that
did not repeat in 2024. For the years ended December 31, 2024 and 2023, we had total revenue of approximately $3.5 million and $3.7 million,
respectively, and net loss of approximately $3.0 million and $1.7 million, respectively. For the years ended December 31, 2024 and 2023,
the revenue generated from virtual and hybrid events was approximately $3.2 million and $3.5 million, respectively, accounting for approximately
91.9% and 94.8% of our total revenue, respectively; and the revenue generated from physical events was approximately $0.3 million and
$0.2 million, respectively, accounting for approximately 8.1% and 5.2% of our total revenue, respectively.
Our
mission is to deliver top-tier planning, production, and broadcasting services for virtual, hybrid and physical events. Our goal is to
become a global leader in innovative virtual events that enhance engagement and connectivity, making impactful and memorable experiences
accessible to all.
Our
Industry
We
mainly compete in the webcasting industry. We believe the barriers to entry into the domestic and global webcasting industry are high,
include, among others, technological, talent, financial and regulatory and localization barriers. The technological barrier must be overcome,
because new entrants need to make substantial upfront financial investment to develop a web-streaming platform that satisfies customers’
expectations and is comparable to our platform. Such a web-streaming platform is expected to enable engagement of event attendees, provide
positive attendee experience, and feature technological interoperability, scalability, and reliability. We estimate that it would require
a capital investment ranging from approximately $5.0 million to $7.0 million and we estimate that it would take a minimum of five years
to complete the development of a platform that is comparable to ours. To address the talent barrier, new entrants need to engage talents
with expertise for live event planning, webcasting production, software development, and other relevant positions. In addition to the
financial hurdles intrinsic to the technological barrier, the financial barrier requires significant financial resources to conduct continuous
research and development to build, maintain, and upgrade the technology and infrastructure required for the provision of webcasting services.
Lastly, the regulatory and localization barriers may be prohibitive for new entrants, as they may need to satisfy various regulatory
requirements when they endeavor to enter into this industry and provide localized services when they penetrate a new market area, especially
when such new entrants aim to operate across global regions.
We
believe the domestic and global webcasting industry is highly competitive. Such competitive factors include technology, product quality,
price level, brand recognition, and customer support. We face competition from many large and small companies, which include, but are
not limited to, Zoom, ON24, GlobalMeet, Cvent, Bizzabo, and Meeting Tomorrow. Existing and new market entrants, particularly established
companies with greater resources than we have, that provide technologies to improve communication and engagement technologies or platforms,
such as artificial intelligence and machine learning, could also increase the level of competition in the market.
Virtual
and hybrid events allow for greater flexibility and wider reach than traditional in-person events, and may, therefore, be seen as more
environmentally sustainable and cost-effective compared to traditional in-person events, and we believe they have become more accepted
and widely adopted in the post-COVID-19 era. While it is difficult to ascertain how demand will evolve, we expect that future webcasting
services will shift towards (i) enhanced event attendee interactivity, engagement and networking opportunities; (ii) integration of emerging
technologies, such as artificial intelligence, machine learning, and augmented reality technologies; (iii) adoption of advanced data
analytics to measure event success, understand attendee behavior, and improve future events; (iv) accessibility to global audiences without
geographical limitations; and (v) greater customization and flexibility of webcasting solutions.
1
Our
Competitive Strengths
We
believe the following competitive advantages are essential for our success and differentiate us from our competitors.
Proprietary
Webcasting and Event Management Platform
Our
ability to deliver quality event planning, production, and broadcasting services depends on our proprietary webcasting and event management
platform, namely, our Xyvid Pro Platform. Our platform possesses the following features: (i) professional audio-visual production, broadcast
and presentation; (ii) customizable event designs that include, but are not limited to, a tailor-made attendee registration system, email
communications, and a web panel for virtual events; (iii) an interoperable platform that is able to integrate and deliver event content
to various devices, including Windows, Mac, iOS, and Android, because Xyvid Pro Platform is a web-based application that does not require
a software download and is accessible through any modern browser such as Chrome, Edge, Safari, or Firefox, or Brave; (iv) scalable infrastructure
that supports events of various sizes, from a few attendees to tens of thousands of global audiences, assisted by captioning and transcription
services for 109 different languages; and (v) event attendee interactivity and engagement tools that are designed to keep attendees engaged
through polling, surveys, integration of social media feeds, and other engagement tools. For further details on our platform, see “—Our
Services—Virtual and Hybrid Events.” In addition to these features, our Company is committed to continuously improving our
platform’s capabilities and meeting evolving customer needs, by conducting research and development. For our research and development
efforts, see “—Research and Development.”
Event
Production Experience and Expertise
We
started operating our business in May 2011 and have accumulated over a decade of event planning, production, and broadcasting experience.
Our virtual and hybrid events include a wide range of events, including conferences, marketing events, product launches, trainings, investor
and shareholder meetings. Our virtual and hybrid events also include continuing education in the form of live or asynchronous learning,
and we will track learners’ qualifications, and generate certificates for learners when the stipulated requirements are met. Our
physical events involve live-streaming and video recording of physical events, video editing and production, and a custom on-demand video
library for finished video content to be viewed and downloaded. Our Company has the experience and expertise to deliver a broad spectrum
of events, as well as networking, communication and learning experiences customizable to each customer’s needs.
Dedicated
Customer Service
Our
Company selects and assigns a dedicated team to each customer to provide professional guidance and support throughout the provision of
our services. We carefully assess each customer’s needs and offer varying levels of guidance and support tailored to our customers’
capabilities and expertise on event production, from sharing insights in training sessions to fully managing customers’ events.
We provide troubleshooting and technical support to both our customers and attendees during the events. Due to our dedication to providing
quality service and supporting our customers, we believe that we have cultivated a loyal customer base. For the year ended December 31,
2024, nine of our top ten customers, in terms of revenue, were repeat customers.
Experienced
Management Team
Our
management team has extensive industry and management experience, which reaches approximately 17 years on average for each member. The
management team has accumulated comprehensive knowledge in business management, sales, marketing, accounting and finance, and various
other matters.
Our
Services
We
generate revenue from the provision of virtual and hybrid events and physical events. Virtual and hybrid events involve virtual and hybrid
event planning, production and broadcasting services, and continuing education services, all of which are supported by our proprietary
Xyvid Pro Platform. Physical events mainly involve live streaming and video recording of physical events. During the fiscal year ended
December 31, 2024, most of our revenue was generated from virtual and hybrid events. Our virtual and hybrid events and physical events
include a variety of event types, collectively, including on-site studio broadcasts, hybrid events from in-person locations, fully virtual
webcam-based events, simulated live events (pre-recorded content played back at a scheduled time), and asynchronous video-on-demand events.
2
Virtual
and Hybrid Events
Our
virtual and hybrid events include various event purposes, such as conferences, marketing events, product launches, training, and investor
and shareholder meetings. During the fiscal year ended December 31, 2024, we supported approximately 275 events that collectively attracted
approximately 800,000 attendees.
Our
virtual and hybrid events are enabled by our proprietary Xyvid Pro Platform, which is an internet-based broadcast platform with interactive
engagement tools designed to provide web broadcast audiences with a dynamic, interactive, and engaging virtual event experience. Our
Xyvid Pro Platform has the following features: (i) professional audio-visual production, broadcast and presentation; (ii) customizable
event designs, that include, but are not limited to, a tailor-made attendee registration system, email communications, web panel for
virtual events, event material editing and rendering, as well as virtual meeting room creation and design; (iii) an interoperable platform
that is able to integrate and deliver event content to various devices, including Windows, Mac, iOS, and Android, because Xyvid Pro Platform
is a web-based application that does not require a software download and is accessible through any modern browser such as Chrome, Edge,
Safari, or Firefox, or Brave; (iv) scalable infrastructure that supports events of various sizes from a few attendees to tens of thousands
of global audiences, assisted by multi-language captioning and transcription services; (v) event attendee interactivity and engagement
tools that are designed to keep attendees engaged through polling, surveys, integration of social media feeds, audience topic response
solicitations throughout the presentation, and other engagement tools; and (vi) a technical support function.
Images
of examples of our virtual and hybrid event portals
3
Our
virtual and hybrid events can be tailored to satisfy each customer’s requirements based on their capabilities and levels of expertise.
We can serve customers with high levels of experience and in-house production capabilities by sharing our insights on event management,
providing tools and resources to enhance customers’ existing event production processes, and offering other related services as
needed. We can also serve customers with limited experience with virtual and hybrid events by providing full-range services on event
planning, event design, event content creation, event management, technical support, and post-event reporting.
Our
virtual and hybrid events also include continuing education services for customers, especially companies in professionally licensed industries.
Our continuing education services enable live and asynchronous learning, tracking learners’ qualifications, and can implement specific
criteria measured to ascertain passage or failure, learners’ watch-time, live polling data and scoring, and generate certificates
for learners when the stipulated requirements are met.
We
charge service fees for providing our virtual and hybrid events. Our fees are primarily determined based on event duration, event complexity,
event time, anticipated number of attendees, and customization requirements. For the years ended December 31, 2024 and 2023, the revenue
generated from virtual and hybrid events was approximately $3.2 million and $3.5 million, respectively, accounting for approximately
91.9% and 94.8% of our total revenue, respectively.
Physical
Events
During
the fiscal year of 2023, our corporate restructuring resulted in the addition of physical events to our revenue streams. For details
on our corporate restructuring, please see “—Corporate History and Structure.” Our physical events include live streaming
and video recording of physical events, video editing and production, and a custom on-demand video library for finished video content
to be viewed and downloaded.
4
Images
of examples of our delivered physical events
We
charge service fees for providing our physical events. Our fees are primarily determined based on event duration, event time, anticipated
number of on-site technicians, and customization requirements. For the years ended December 31, 2024 and 2023, the revenue generated
from physical events was approximately $0.3 million and $0.2 million, respectively, accounting for approximately 8.1% and 5.2% of our
total revenue, respectively.
Our
Customers
Our
customers represent a diverse range of industries, mainly including technology firms, healthcare organizations, educational institutions,
marketing and advertising agencies, as well as nonprofits and associations. Our customers are of various sizes, including early-stage
companies looking to establish their brand and reach a broader audience through virtual and hybrid events, small and medium-sized enterprises
seeking to expand their market presence and engage with stakeholders through cost-effective event solutions, large enterprises often
requiring complex, large-scale event solutions to connect with global audiences, and multinational corporations that require scalable
and robust event solutions to manage multiple events across different regions.
Our
arrangements with our customers generally include the following three types: (i) a master service agreement supplemented by purchase
orders for specific events; (ii) an event bundle contract where a customer prepays for a certain number of events to be delivered; and
(iii) engagement on an event-by-event basis. For the years ended December 31, 2024 and 2023, we had approximately 33 and 46 customers,
respectively, among which, one customer independently accounted for more than 10% of our total revenue, accounting for approximately
64.6% and 51.1% of our total revenue, respectively. Such largest customer is not our related party.
According
to the master service agreement that we entered into with our largest customer on August 7, 2018, we will make our services available
to the customer and both parties will enter into purchase orders or statements of work of specific projects or events, which will specify
the term start date and end date, fees, any configuration, training and other services to be provided by the Company. Upon execution
by both parties, each purchase order or statement of work will form a part of the master service agreement. Either party may propose
changes to a statement of work and such proposed changes will not bind either party unless and until they have been agreed upon in writing.
The customer has the right to terminate the agreement for its convenience upon thirty days’ prior written notice, and we may terminate
the agreement upon thirty days’ prior written notice if the parties are unable to resolve disputes relating to non-payment by the
customer. Although the master service agreement contains “software-as-a-service” (SaaS) in the heading, the services outlined
in the purchase orders and actually provided by the Company do not include any SaaS offerings.
We
seek to sustain customer relationships through offering personalized solutions tailored to specific customer needs, providing timely
customer support, enhancing customer experience, offering competitive pricing, and maintaining regular and effective communications with
customers. We believe that we have cultivated a loyal customer base. For the year ended December 31, 2024, nine of our top ten customers,
in terms of our revenue, were repeat customers.
5
Our
Suppliers
Our
major suppliers include cloud service providers, audio-visual equipment manufacturers, and software vendors. For example, during the
year ended December 31, 2024, we engaged third-party service providers to facilitate accreditation in our continuing education services,
provide studio equipment and host hybrid events, and we engaged independent subcontractors to attend live in-person events and facilitate
the production and recording process for approximately 25 physical events.
For
the year ended December 31, 2024, one supplier independently accounted for more than 10% of our total purchases, accounting for approximately
17.9% of our total purchases. Such largest supplier is a cloud hosting Platform as a Service that is essential for our platform’s
accessibility. For the year ended December 31, 2023, one supplier independently accounted for more than 10% of our total purchases, accounting
for approximately 27.2% of our total purchases. Such largest supplier is a cloud hosting Platform as a Service that is essential for
our platform’s accessibility. Other than our largest suppliers that accounted for more than 10% of our total purchases, we do not
rely heavily on any of the remaining suppliers to provide core services to our customers, and, in the event that we lose any of those
suppliers, we believe that we will be able to find a replacement of appropriate service capacity at reasonable costs, due to the low
concentration and high competitiveness of the services provided by those suppliers.
Sales
and Marketing
We
promote our business and engage with potential customers through various offline and online channels. The main offline channels for us
to identify and obtain business opportunities include participation in industry conferences, trade shows, and networking events, such
as Event Tech Live, Streaming Media East, NIRI Annual Conference, as well as referrals from customers. The main online channels include
social media marketing on platforms, such as LinkedIn, Twitter, Facebook, and Instagram, online content publications, such as blogs and
case studies, targeted email marketing, online advertising campaigns, and corporate website customization for search engines.
Our
sales strategies focus on leveraging multiple sales channels and personalized approaches to attract and retain customers. Our sales strategies
are determined by the sales management team in collaboration with the executive leadership team. This collaborative approach is designed
to ensure that the sales strategies align with overall business goals, market trends, and customer needs. To design our sales strategies,
the sales management team conducts market analysis, gathers customer feedback, and monitors industry developments to inform their decisions.
The sales strategies are reviewed and approved by the executive leadership team to ensure consistency with our long-term objectives and
growth plans. Our sales strategies are reviewed and adjusted on a regular basis in accordance with market changes, customer feedback,
industry trends, and evolving business goals.
We
offer a variety of promotional programs to attract and retain customers. These programs include discounts for first-time customers, volume-based
discounts for long-term or high-volume contracts, rebates on multi-year agreements, special promotions during industry events and seasonal
campaigns, as well as referral incentives for customers who bring in new customers. These promotional programs are designed to provide
value and flexibility to our customers, enhancing their overall experience with our Company.
Growth
Strategies
We
plan to further develop our business through the following growth strategies.
Increasing
Business Growth Efforts
We
plan to promote our future business growth by strengthening customer relationships, improving customer loyalty, and increasing our marketing
and sales efforts with additional investment in digital marketing and sales team expansion. Within the next three years, we expect to
use approximately 20% of the net proceeds we received from our initial public offering (“IPO”) (approximately $2 million
for marketing and sales efforts.
6
Enhancing
Technology and Innovation
We
expect to continuously enhance our Xyvid Pro Platform with improved features. For example, we plan to improve our platform by the following
measures: (i) developing new interactive features to increase event attendee engagement, such as adding networking tools and gaming functions,
which features are expected to become available in the second quarter of 2025; (ii) incorporating advanced data analytics tools to provide
real-time insights and comprehensive reporting on event performance and attendee behavior, which tools are expected to become available
in the third quarter of 2025; (iii) enhancing the scalability and flexibility of our platform, which enhancements are expected to be
completed in the second quarter of 2025; and (iv) enhancing the multilingual support function, which enhancements are expected to be
completed in the second quarter of 2025. We also plan to incorporate more emerging technologies to enhance our platform. For example,
artificial intelligence empowers the multi-language captioning and transcription of our Xyvid Pro Platform, and we plan to implement
additional features driven by artificial intelligence in the future, such as introducing a new iteration of our polling engagement tool,
designed to leverage the power of generative artificial intelligence by suggesting polling questions based on the content of the uploaded
PowerPoint presentation. Such feature is expected to significantly enhance the polling experience for both presenters and attendees and
the initial AI-driven enhancements are expected to be available in the second quarter of 2025.
In
addition, our business model is predominantly service based as of the date of this annual report. We plan to integrate a platform-as-a-service
(PaaS) model over the next few years. This strategy will involve offering our platform as a subscription-based service, enabling customers
to leverage our technology independently. We believe this shift will allow us to cater to a broader range of customers and drive recurring
revenue streams. As of the date of this annual report, we are in the development phase of our PaaS offering.
Diversifying
Service Offerings
We
mainly produce virtual and hybrid events and physical events. We plan to diversify our service offerings by introducing additional services,
such as a self-service webcasting platform for technically proficient customers to manage their own events on a subscription basis. As
of the date of this annual report, we are in the ideation phase and anticipate employing additional staff for new service offerings.
Making
Strategic Investments and Acquisitions
We
plan to identify, invest in, partner with, and acquire appropriate businesses that offer complementary advantages to our business, thereby
improving overall competitiveness and sustaining growth. As of the date of this annual report, we have not identified, nor have we engaged
in any material discussions regarding, any potential target subject to such acquisitions or investments.
Research
and Development
We
are committed to continuously improving our platform’s capabilities, expanding our service offerings to customers, and meeting
evolving customer needs, by conducting research and development. Our research and development projects typically span six to 18 months,
depending on their complexity and scope. We incurred $128,891.19 and $105,885.55 in research and development expenses for the years ended
December 31, 2024 and 2023, respectively. We conduct all research and development activities in-house, ensuring alignment with our strategic
goals and maintaining control over the innovation process, and have approximately eight research and development specialists, as of the
date of this annual report.
Our
research and development efforts are guided by the stages of product development and the software development life cycle. The product
team within the development department leads the early stages of ideation and planning, to ensure that our research and development projects
are aligned with business objectives and customer requirements and are properly detailed with product requirements. The product team
then presents the research and development proposals to our management team for approval. Upon approval, the projects move into the development
stage, where the development staff takes over the technical requirements and development efforts. Once development is complete, the projects
undergo qualification with the quality assurance team within the development department, which process includes initial technical testing
and user acceptance testing. The product team then conducts further user acceptance testing to validate the products against the following
three key criteria, to determine whether: (i) the products meet customer needs, (ii) the messaging and pricing is aligned to communicate
value, and (iii) the Company is prepared to sell, deliver, manage, and support the products. Following successful validation, we will
prepare to launch the products onto the market.
Our
research and development efforts are focused on integrating emerging technologies, such as artificial intelligence, developing features
that offer superior attendee experiences, enhancing attendee engagement, and providing robust data analytics. Our research and development
efforts are undertaken to deliver long-term benefits, such as enhancing our competitive edge, and ensuring our long-term growth and sustainability.
7
Intellectual
Property
As
of the date of this annual report, we have registered the following intellectual properties: ten domain names, including tenevents.com,
theeventsnetwork.com, theeventsnetworks.com, tenholdingsinc.com, teneventsproductions.com, tenevents.link, tenevents.net, tenevents.org,
tenevents.co, and teneventsmarketing.com. In addition, as of the date of this annual report, we have received Notices of Allowance for
two trademarks, TEN Holdings and TEN Events. We plan to submit the Statements of Use for these two trademarks on or before August 25,
2025.
We
seek to protect our intellectual property rights by relying on intellectual property laws and on contractual measures. It is our general
practice to enter into confidentiality agreements with our customers, in order to protect our intellectual property rights and limit
access to our confidential and proprietary information. In addition to these contractual measures, we also rely on a combination of our
registered domain names and other intellectual property that we may acquire to protect our brand and our intellectual property.
Employees
We
strive to attract, recruit, and retain talents through our compensation and benefit programs, learning and development opportunities
that support career advancement.
We
believe the attraction, development and retention of skilled professionals contribute to our long-term success. To attract talent, we
endeavor to offer competitive compensation package. In addition to cash compensation, we offer complementary benefits, including performance-based
bonuses, medical, dental and vision benefits plans, and 401k retirement plans. We focus on several key criteria when selecting team members,
including (i) relevant experience in platform development, particularly in the events webcast or related industries, (ii) technical skills
in software development, data analytics, artificial intelligence, and cybersecurity, (iii) alignment with our values, mission, and collaborative
work culture, and so on. We prioritize employee development and continuous learning through training programs, guided career progression
paths, and mentorship. For employee retention, we focus on employee engagement with team-building activities, flexible work options,
and an inclusive corporate culture.
Our
subsidiary, TEN Events, Inc., enters into employment agreements with each of the employees. There is no collective bargaining agreement
that covers our employees. During the fiscal year ended December 31, 2024, we did not experience any interruptions of operations or work
stoppages due to labor disagreements or disputes. We strive to maintain positive labor relations through open communication and proactive
conflict resolution measures.
As
of December 31, 2024, we had a headcount of 38 full-time employees. The tables below present the number of our employees by type, function,
and location for the fiscal year ended December 31, 2024.
Fiscal year of
Number of employees by Type
Full-time
Part-time
Contract
2024
38
0
0
Number of employees by Function
Fiscal year of
Management and Administration
Shared Service (Finance/IT)
Sales and Marketing
Development
2024
20
4
6
8
Number of employees by Location
Fiscal year of
California
Colorado
North Carolina
Pennsylvania
2024
3
2
1
32
Material
Contracts
Within
the preceding two years from the date of this annual report, we have not entered into any material contracts, other than those contracts
entered into for providing services to our customers in the ordinary course of our business, or as discussed elsewhere in this annual
report.
Insurance
We
maintain certain insurance policies to safeguard against risks and unexpected events. For example, we have liability insurance that covers
the risks against cybersecurity claims, commercial general liability, automobile liability and umbrella coverage, each insurance coverage
category subject to limitations as provided by the insurance policies. We believe our current insurance coverage is adequate for our
business requirements and is consistent with customary industry practice. We renegotiate and renew our insurance contracts annually.
We do not anticipate any difficulty in renewing contracts we currently maintain on the same terms. We have purchased the directors’
and officers’ liability insurance. During the fiscal year ended December 31, 2024, we did not make any material insurance claims
in relation to our business.
8
Seasonality
Our
business is generally subject to seasonal fluctuations. We usually generate more revenue in the last month of each calendar quarter.
We believe that such seasonality is mainly because larger corporations tend to organize their major internal gatherings or communications
toward the end of calendar quarters, when their operating results may then be available for broader discussion.
Regulations
Streaming
and Video Services Laws and Regulations
We
operate in the highly regulated livestreaming and video services industry. A number of U.S. federal, state, and international laws and
regulations affect our business. The regulatory bodies that regulate our business include the Federal Trade Commission, the U.S. patent
and trademark office, state consumer protection agencies, and international regulatory bodies. We may be subject to compliance audits
by certain of these authorities.
The
livestreaming aspect of our business is subject to the U.S. regulations on vulnerable population protections, such as the Rehabilitation
Act of 1973 and the Americans with Disabilities Act (the “ADA”). Under these regulations, we are required to provide “auxiliary
aids” to individuals with disabilities, which may include captions and audio descriptions. We currently provide captions and subtitles
during our streaming process upon clients’ request and believe that we fully comply with the ADA. We do not have control over the
content being streamed, however, as the events streamed are made available on-demand by our clients. We cannot provide any assurance
that our business will not violate streaming content-related regulations in the future. Such violations, were they to occur, could lead
to third-party claims and could materially and adversely affect our business, financial condition, and results of operations. In addition,
our livestream business is subject to the Protecting Lawful Streaming Act of 2020. We may face criminal penalties if we willfully, and
for commercial advantage or private financial gain, illegally stream copyrighted material.
Information
Security and Intellectual Property Regulations
There
are numerous federal, state, local, and international laws and regulations regarding intellectual property, privacy, data protection,
information security, and the storing, collecting, sharing, using, processing, transferring, disclosing, and protecting of personal information
and other content. The scope of these regulations is changing, subject to differing interpretations, and may be inconsistent among countries
or conflict with other rules.
For
instance, in the U.S., the Federal Trade Commission has jurisdiction to investigate and enforce our compliance with certain U.S. regulations,
including the Children’s Online Privacy Protection Act, which regulates the collection and use of personal information from children
under the age of 13. The Electric Communications Privacy Act governs our electronic communications, mandating the protection and privacy
of such data. California has enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which affords consumers expanded
privacy protections. The CCPA, which went into effect on January 1, 2020 and was recently amended, may require us to modify our data
processing practices and policies and we may incur substantial costs and expenses in an effort to comply. The CCPA gives California residents
expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive
detailed information about how their personal information is used. It also provides for civil penalties for violations and a private
right of action for data breaches that may increase data breach litigation.
When
we engage with non-U.S. users, we are subject to international information security regulations such as the General Data Protection Regulation
(the “GDPR”) in the European Union (“EU”), which went into effect in May 2018. The GDPR imposes stringent data
protection requirements and provides greater penalties for noncompliance than previous data protection laws, including potential penalties
of up to €20 million or 4% of the violator’s annual global revenue. Following Brexit, although the United Kingdom enacted
its Data Protection Act in May 2018 to align with the GDPR, there remains uncertainty regarding how data transfers to and from the United
Kingdom will be regulated. In Canada, the Personal Information Protection and Electronic Documents Act may apply to us if we engage with
local users.
We
strive to comply with the applicable U.S. laws, regulations, policies, and other legal obligations relating to information security to
the extent possible. We plan to adhere to international laws, regulations, policies, and other legal obligations related to information
security when and if we expand our operations outside the U.S. As of the date of this annual report, we have implemented internal policies,
including an information security policy and a privacy policy, to comply with the information security regulations that we believe are
applicable to us. Our information security policy sets out our measures for network security, such as dual authentication, network vulnerability
scanning, spam filtering tools, web filtering, access control, and incident response. This policy also establishes an extended incident
response team and a core incident response team. Our information security policy is periodically reviewed and updated by our internal
technical personnel. Our privacy policy regulates the information we collect (for instance, name, address, email address, phone number)
and how we may use it. According to our privacy policy, we will not sell or otherwise disclose personal information of our webcast visitors.
However, we may share information provided by our visitors with the clients hosting the webcast event and service providers we have retained
to perform services on our behalf. See “Item 1. Business.” Under such circumstances, these service providers are contractually
restricted from using or disclosing information except as necessary to perform services on our behalf or to comply with legal requirements.
Additionally, we may disclose information about our clients (i) if we are required to do so by law or legal process, (ii) to law enforcement
authorities or other government officials, or (iii) when we believe disclosure is necessary or appropriate to prevent physical harm or
financial loss or in connection with an investigation of suspected or actual illegal activity. Our privacy policy also specifies that
we will not collect information from minors who are under 13. We periodically evaluate and update our privacy policy.
9
The
regulatory framework for information security worldwide is, and is likely to remain, uncertain for the foreseeable future, and it is
possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction
to another and may conflict with other rules or our practices. We expect that new laws, regulations, and industry standards concerning
privacy, data protection, and information security will continue to be proposed and enacted in various jurisdictions. The accompanying
new or even burdensome obligations, coupled with substantial uncertainty in the interpretation and application of the regulations, may
pose challenges for us in meeting legal requirements across different jurisdictions. This may require us to change our policies and practices
and modify our protective measures to investigate and remediate vulnerabilities or other exposures or to make required notifications
and we may incur significant costs and expenses to comply. Additionally, any failure or perceived failure by us to comply with the existing
or future enacted regulations, information security-related obligations to users or other third-parties, or any of our other legal obligations
relating to information security may result in governmental investigations or enforcement actions, litigation, claims, or public statements
against us by consumer advocacy groups or others, potentially resulting in significant liability or causing our users to lose trust in
us, which could adversely affect our reputation and business.
We
are also subject to various U.S. and international regulations on copyrights and intellectual properties. For instance, the Digital Millennium
Copyright Act (the “DMCA”) regulates the distribution and storage of digital content to protect intellectual property rights.
As we offer a library for downloading videos, we are required adhere to the provisions of the DMCA. Under 17 U.S.C. § 512(c), we
need to implement measures to handle take-down notices in the event of alleged copyright infringement. This may involve designating an
agent to receive notifications of claimed infringement, and promptly removing or disabling access to the infringing content upon receipt
of a valid take-down notice.
Corporate
History and Structure
From
2011 to the date of this annual report, we have undertaken the following corporate restructuring steps:
●
On
December 5, 2011, Xyvid, Inc. was incorporated under the laws of the State of Pennsylvania as a business corporation and has been
the operating entity that operates our business as of the date of this annual report.
●
On
June 3, 2021, V-Cube, Inc. acquired the 100% equity interest in Xyvid, Inc.
●
On
February 12, 2024, The Events Network, Inc., our holding company, was incorporated under the laws of the State of Pennsylvania as
a business corporation and issued 10 shares of common stock to V-Cube, Inc.
●
On
April 2, 2024, Xyvid, Inc. changed its name to TEN Events, Inc.
●
On
June 20, 2024, The Events Network, Inc. changed its name to TEN Holdings, Inc.
●
On
July 2, 2024, TEN Holdings, Inc. issued 90 shares of common stock to V-Cube, Inc. in exchange for the 100% equity interest in TEN
Events, Inc. from V-Cube, Inc., as a result of which V-Cube, Inc. owned 100 shares of common stock, or 100% of the issued and outstanding
common stock of TEN Holdings, Inc. and TEN Holdings, Inc. owns the 100% equity interest in TEN Events, Inc.
●
On
July 24, 2024, TEN Holdings, Inc. was converted to a Nevada corporation, as a result of which, each one share of common stock, no
par value per share, of TEN Holdings, Inc. that was issued and outstanding prior to the effective time of such re-domestication from
Pennsylvania to Nevada, was converted into and became 100,000 shares of common stock, par value $0.0001, of TEN Holdings, Inc. as
a Nevada corporation, and TEN Holdings, Inc. issued 50,000,000 shares of common stock in the aggregate.
●
On
September 9, 2024, V-Cube, Inc. transferred 2,200,000 shares of common stock of our holding company, TEN Holdings, Inc., to Eastern
Nations Trading Pte. Ltd., a private limited company organized and existing under the laws of Singapore.
●
On
October 9, 2024, the Company’s then sole Director and majority stockholder approved a reverse stock split to consolidate its
issued common stock at a ratio of 2-for-1, as a result of which, the number of the Company’s issued shares of common stock
changed from 50,000,000 to 25,000,000.
●
On
October 9, 2024, V-Cube, Inc. transferred an additional 1,100,000 shares of our common stock to Eastern Nations Trading Pte. Ltd.
●
On
December 23, 2024, the convertible promissory note dated September 5, 2024, as amended, held by Mr. Naoaki Mashita, the chief executive
officer of V-Cube, Inc., the principal stockholder of the Company, having the outstanding principal balance of $317,000, was partially
converted into 689,130 shares of common stock of the Company, relative to the principal balance, at a conversation price of $0.46
per share, which convertible promissory note remains outstanding as to the interest accrued until the maturity date thereof on December
31, 2025.
●
On
February 18, 2025, the Company closed the IPO of 1,667,000 shares of common stock at a public offering price of $6.00 per share.
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