What changed in this filing

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Item 5. Other Information

2025-08-14 compared with 2025-05-20 · 35 added, 171 removed, 12 unchanged (94% of the section changed)

Other Information

1.01 Entry into a Material Definitive Agreement.

Advisors LLC Advisory Agreement

February 18, 2025, the Company entered into a two-year advisory agreement (the “RyuShin Agreement”) with RyuShin Advisors

LLC (“RyuShin”), pursuant to which RyuShin will provide follow-on offering and capital markets advisory services to the Company.

As compensation for such services, the Company paid RyuShin $1,536,769 upon execution of the RyuShin Agreement.

foregoing description of the RyuShin Agreement is not complete and is qualified in its entirety by reference to the full text of the

RyuShin Agreement, which is included as Exhibit 10.21 to this quarterly report and is incorporated herein by reference.

LLC Master Services Agreement

February 18, 2025, the Company entered into a three-year services agreement (the “PeakValue Agreement”) with PeakValue, LLC

(“PeakValue”), pursuant to which PeakValue will provide digital marketing and technology services, business development and

strategic services, investment and fund participation services, and any other business consultancy services to the Company as may be

mutually agreed upon between the Company and PeakValue.

As compensation for such services, the Company paid PeakValue $2,049,025.

foregoing description of the PeakValue Agreement is not complete and is qualified in its entirety by reference to the full text of the

PeakValue Agreement, which is included as Exhibit 10.22 to this quarterly report and is incorporated herein by reference.

Gloss Group Limited Capital Market Services Agreement

February 18, 2025, the Company entered into a one-year services agreement (the “Cherish Agreement with Cherish Gloss Group Limited

(“Cherish”), which agreement is automatically renewable for successive 12-month periods if not terminated 60 days prior to

the end of the term, and pursuant to which Cherish will provide follow-on capital markets preparation and advisory services to the Company.

As compensation for such services, the Company paid Cherish $1,024,513 upon execution of the Cherish Agreement.

foregoing description of the Cherish Agreement is not complete and is qualified in its entirety by reference to the full text of the

Cherish Agreement, which is included as Exhibit 10.23 to this quarterly report and is incorporated herein by reference.

Trade Limited Consultancy Agreement

February 18, 2025, the Company entered into a two-year consultancy agreement (the “Jipsy Agreement”) with Jipsy Trade Limited

(“Jipsy”), pursuant to which Jipsy will provide post-IPO capital markets advisory services to the Company.

As compensation

for such services, the Company paid Jipsy $789,693 upon execution of the Jipsy Agreement.

foregoing description of the Jipsy Agreement is not complete and is qualified in its entirety by reference to the full text of the Jipsy

Agreement, which is included as Exhibit 10.24 to this quarterly report and is incorporated herein by reference.

Changes in Registrant’s Certifying Accountant.

May 14, 2025, the audit committee (the “Audit Committee”) and board of directors of the Company approved the dismissal of

Grassi & Co., CPAs, P.C.

(“Grassi”) as the Company’s independent registered public accounting firm, effective immediately.

Also on May 14, 2025, the Audit Committee and board of directors approved the engagement of ASSENTSURE PAC (“ASSENTSURE”)

as the Company’s independent registered public accounting firm, effective immediately.

reports of Grassi on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024, and December

31, 2023, did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty,

audit scope or accounting principles, except that the reports for the fiscal years ended December 31, 2024 and December 31, 2023 included

an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.

the fiscal years ended December 31, 2024, and December 31, 2023, and the subsequent interim period through May 14, 2025, there were

no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Grassi on any matter of accounting

principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the

satisfaction of Grassi, would have caused Grassi to make reference thereto in its reports on the financial statements of the Company

for such periods, or (ii) reportable events (as described under Item 304(a)(1)(v) of Regulation S-K).

accordance with Item 304(a)(3) of Regulation S-K, the Company provided Grassi with a copy of this quarterly report and

requested that Grassi furnish the Company with a letter addressed to the U.S.

Securities and Exchange Commission stating whether

Grassi agrees with the statements herein as they relate to Grassi.

A copy of Grassi’s letter dated May 19, 2025, is filed as

Exhibit 16.1 to the Company’s current report on Form 8-K (File No.

001-42515) and is incorporated by reference into this Item

the fiscal years ended December 31, 2024, and December 31, 2023, and the subsequent interim period through May 14, 2025, neither the

Company nor anyone on the Company’s behalf consulted ASSENTSURE regarding any of the matters referred to in Item 304(a)(2)(i) or

(ii) of Regulation S-K.

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of

Certain Officers.

May 9, 2025, Mr.

notified the Company of his resignation as the Secretary, Chief Financial Officer and a Director

of the Company, effective May 9, 2025.

The resignation of Mr.

Orobono was due to personal reasons, and was not a result of any disagreement

with the Company on any matter related to the operations, policies, or practices of the Company.

the Company is looking for a full-time Chief Financial Officer to fill the vacancy created by Mr.

Orobono’s resignation, the Company’s

director, Naoaki Mashita will serve as the interim Chief Financial Officer of the Company, effective on May 9, 2025.

Naoaki Mashita, age 47, has also served as the Company’s Director since February 2024.

Since 1998, Mr.

Mashita has been the chief

executive officer of V-Cube, Inc., the Company’s parent company, and was responsible for such company’s overall management.

From November 2018 to August 2019, Mr.

Mashita was the chief executive officer and president at Sensyn Robotics, Inc., where he oversaw

the company’s daily operations.

Mashita currently serves on the board of directors for Sumitomo Mitsui Trust Bank Limited,

Ushio Inc., and Micin Inc.

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

master’s degree in Computer Science from Keio University Graduate School in 2002.

Mashita’s experience, the Company believes that he is qualified to serve as interim Chief Financial Officer until

the Company hires a full-time Chief Financial Officer .

are no family relationships between Mr.

Mashita and any of the Company’s directors or

other executive officer s.

There is no arrangement or understanding between

Mashita and any other person pursuant to which Mr.

Mashita was selected as interim Chief Financial Officer.

There have been no transactions

involving Mr.

Mashita that would be required to be disclosed by Item 404(a) of Regulation S-K.

May 13, 2025, Mr.

David Price notified the Company of his resignation as an independent Director and a member of the Audit Committee

of the Company, effective May 13, 2025.

The resignation of Mr.

Price was due to personal reasons, and was not a result of any disagreement

with the Company on any matter related to the operations, policies, or practices of the Company.

May 13, 2025, Mr.

Justin Sherrock notified the Company of his resignation as an independent Director and the chairperson of the Audit

Committee of the Company, effective May 13, 2025.

The resignation of Mr.

Sherrock was due to personal reasons, and was not a result of

any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

a result of the foregoing resignations, the Company is no longer compliant with the audit committee composition requirements under the

Nasdaq Rule 5605.

The Company is endeavoring to address the noncompliance with the audit committee composition requirements

and is currently looking for suitable candidates to fill the vacancies created by such resignations.

The exhibits listed below are filed as part of this

quarterly report on Form 10-Q.

Index to Exhibits

exhibits listed below are filed as part of this quarterly report on Form 10-Q.

Otherwise Indicated)

of Incorporation

Certificate of Incorporation

Specimen Stock Certificate

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

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

and the Registrant

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

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

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

and Xyvid, Inc.

for loan condition by and between Wizlearn Technologies Pte.

and Xyvid, Inc.

of lease by and between Xyvid, Inc.

and GHDLCK LLC

Agreement with Spirit Advisors, LLC

Master Service Agreement by and between the Registrant and its Largest Customer for the Fiscal Year Ended December 31, 2023 (portions of the exhibit will be omitted pursuant to Item 601 of Regulation S-K)

Registrant’s 2024 Equity Incentive Plan

for Loan Conditions by and between Xyvid, Inc.

and Naoaki Mashita

Registrant’s Amended and Restated 2024 Equity Incentive Plan

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

and Naoaki Mashita

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

and V-Cube, Inc.

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

and Wizlearn Technologies Pte.

for Loan Conditions by and between TEN Events, Inc.

and Wizlearn Technologies Pte.

dated January 22, 2025

for Loan Conditions by and between TEN Events, Inc.

and V-Cube, Inc.

dated January 9, 2025

for Loan Conditions by and between TEN Events, Inc.

and Wizlearn Technologies Pte.

dated January 28, 2025

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

and V-Cube, Inc.

dated March 28, 2025

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

and Wizlearn Technologies Pte.

March 28, 2025

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

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

Follow-on Capital Markets Services Agreement by and between the Registrant and Cherish Gloss Group Limited dated February 18, 2025

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

of Business Conduct and Ethics

Letter of Grassi dated May 19, 2025.

Trading Policy

Settlement Agreement dated April 23, 2025 by and between TEN Holdings, Inc.

and Sunpeak Holdings Corporation

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

and Lincoln Park Capital Fund, LLC.

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

and Lincoln Park Capital Fund, LLC.

Employment Agreement by and between the Company and Virgilio D.

Indemnification Agreement by and between the Company and Virgilio D.

Market Awareness Agreement, dated as of June 27, 2025, between TEN Holdings, Inc.

and MicroCap Advisory, LLC

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

4 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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

* 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-Q 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.

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Inline XBRL Instance

Inline XBRL Taxonomy

Extension Schema Document

Inline XBRL Taxonomy

Extension Calculation Linkbase Document

Inline XBRL Taxonomy

Extension Definition Linkbase Document

Inline XBRL Taxonomy

Extension Label Linkbase Document

Inline XBRL Taxonomy

Extension Presentation Linkbase Document

Cover Page Interactive

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

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-Q 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.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

August 14, 2025

TEN Holdings, Inc.

/s/ Randolph Wilson Jones III

Wilson Jones III

Randolph Wilson Jones III

1 unchanged sentence

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

What changed 10-Q

Item 5. Other Information