SEC Comment Letter 0000000000-24-013871 to TEN Holdings, Inc. (XHLD) (CIK 0002030954) (XHLD)
TEN Holdings, Inc. (XHLD) (CIK 0002030954)
Date: Dec. 17, 2024 · CIK: 0002030954 · Accession: 0000000000-24-013871
AI Filing Summary & Sentiment
File numbers found in text: 333-282621
Letter
December 17, 2024 Randolph Wilson Jones III CEO and Director TEN Holdings, Inc. 1170 Wheeler Way Langhorne, PA 19047 Re:TEN Holdings, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed December 11, 2024 File No. 333-282621 Dear Randolph Wilson Jones III: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 4 to Registration Statement on Form S-1 filed December 11, 2024 Consolidated Financial Statements Note 17. Subsequent Events, page F-17 1.On September 27, 2024, you granted options to directors and employees with a fair value of $0.22. Please explain the reasons for the difference between the valuation of these options and the midpoint of the estimated offering price of $5.00 per share. Item 15. Recent Sales of Unregistered Securities, page II-2 2.Please revise to include all recent issuances of unregistered securities, including options, warrants and convertible securities. Also, all issuances shown should give effect to stock splits. Refer to Item 701 of Regulation S-K.
December 17, 2024 Page 2 Please contact Scott Stringer at 202-551-3272 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Rebekah Reed at 202-551-5332 or Taylor Beech at 202-551-4515 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Ying Li
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December 17, 2024
Randolph Wilson Jones III
CEO and Director
TEN Holdings, Inc.
1170 Wheeler Way
Langhorne, PA 19047
Re:TEN Holdings, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed December 11, 2024
File No. 333-282621
Dear Randolph Wilson Jones III:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1 filed December 11, 2024
Consolidated Financial Statements
Note 17. Subsequent Events, page F-17
1.On September 27, 2024, you granted options to directors and employees with a fair
value of $0.22. Please explain the reasons for the difference between the valuation of
these options and the midpoint of the estimated offering price of $5.00 per share.
Item 15. Recent Sales of Unregistered Securities, page II-2
2.Please revise to include all recent issuances of unregistered securities, including
options, warrants and convertible securities. Also, all issuances shown should give
effect to stock splits. Refer to Item 701 of Regulation S-K.
December 17, 2024
Page 2
Please contact Scott Stringer at 202-551-3272 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ying Li