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CORRESP
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filename1.htm

TEN
HOLDINGS, INC.

October
28, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:

    Rebekah
    Reed

    Taylor
    Beech

    Scott
    Stringer

    Rufus
    Decker

    Re:
    TEN
    Holdings, Inc.

    Registration
    Statement on Form S-1

    Filed
    October 11, 2024

    File
    No. 333-282621

Ladies
and Gentlemen:

This
letter is in response to the letter dated October 22, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to TEN Holdings, Inc. (the “Company,” “we,” and “our”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amendment No.
1 to the Registration Statement on Form S-1 (“Amendment No. 1”) is being submitted confidentially to accompany this letter.

Registration
Statement on Form S-1 filed October 11, 2024

Risk
Factors

Risks
Relating to Our Capital Stock and Trading

There
may be substantial sales of our common stock by the Selling Stockholders..., page 26

1.
Please enhance this risk factor to acknowledge, if true, that the selling stockholders acquired the resale shares for less than the anticipated
price of the shares to be sold in the IPO, and thus may accept a lower price for such resale shares. Clarify, if true, that the lock-up
arrangements applicable to 5% or greater shareholders will not apply to the selling stockholders with respect to the resale shares, and
revise to discuss the related risks. Make conforming revisions where lock-up arrangements are discussed elsewhere through the primary
and resale offering prospectuses.

Response:
In response to the Staff’s comments, we have revised our disclosure on page 26 of and throughout Amendment No. 1 accordingly.

Use
of Proceeds, page 29

2.
You disclose the initial public offering price range. Please fill in the related blanks throughout the filing, including, but not limited
to, blanks in these sections: Use of Proceeds (page 29), Capitalization (page 31), Dilution (page 32) and Other Expenses of Issuance
and Distribution (page II-1).

Response:
In response to the Staff’s comments, we have revised our disclosure in the sections entitled “Use of Proceeds,” “Capitalization,”
“Dilution” and “Other Expenses of Issuance and Distribution” of Amendment No. 1 accordingly.

Dilution,
page 32

3.
Please explain how you computed the net tangible book value as of June 30, 2024, or revise as necessary. In this regard, you reported
net assets (equivalent to stockholders’ equity) as of June 30, 2024 of $225,000 less intangible assets of $3,536,000.

Response:
In response to the Staff’s comments, we respectfully advise the Staff that our calculation of net tangible book value as total
assets (-) less intangible assets (-) less liabilities. To this effect, our total assets as of June 30, 2024 of $5,100,000 less intangible
assets of $3,536,000 less total liabilities of $4,875,000 results in our net tangible value of ($3,311,000).

Business

Responses
to COVID-19, page 51

4.
We note your response to prior comment 4. Please revise this section to explain, as you have done in your response letter, how you determined
that approximately 43% of your 2021 revenues and events supported to date could be “partly attributable” to the impact of
COVID-19.

Response:
In response to the Staff’s comments, we have revised our disclosure on page 51 of Amendment No. 1 accordingly.

Principal
Stockholders, page 59

5.
Revise to disclose the natural person(s) that exercise voting and/or dispositive power over the shares held by the entities listed on
pages 59 and Alt-2 and in the footnotes. Please also disclose whether any of the natural persons have had a material relationship with
the company or any of its predecessors or affiliates within the past three years. Refer to Question 140.02 of our Regulation S-K Compliance
and Disclosure Interpretations.

Response:
In response to the Staff’s comments, we have revised our disclosure on pages 59 and Alt-2 of Amendment No. 1
accordingly.

Description
of Our Securities, page 61

6.
Revise here and your risk factors to discuss the super majority voting requirements to amend your Articles of Incorporation and Bylaws,
the advance notice requirements for stockholder proposals, and the limitations on who may call special meetings of stockholders.

Response:
In response to the Staff’s comments, we have revised our disclosure on pages 24 and 62 of Amendment No. 1 accordingly.

7.
We note that Article XIII of your Certificate of Incorporation filed as Exhibit 3.1 identifies the Supreme Court of the State of Nevada
(or, if the Supreme Court of the State of Nevada lacks subject matter jurisdiction, another state or federal court sitting in the State
of Nevada) as the exclusive forum for certain litigation, including any “derivative action.” Please describe this provision
and disclose whether it applies to actions arising under the Securities Act or Exchange Act. If so, please state that there is uncertainty
as to whether a court would enforce such provision and include appropriate risk factor disclosure. If the provision applies to Securities
Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Response:
In response to the Staff’s comments, we have revised our disclosure on pages 24 and 62 of Amendment No. 1 accordingly.

Unaudited
Consolidated Financial Statements as of and for the Six Months Ended June 30, 2024 and 2023

Note
2. Summary of Significant Accounting Policies

Intangible
Assets, Net, page F-10

8.
You disclose you are applying ASC 985-20. In response to comment 12 in our letter dated August 21, 2024, you indicated you were applying
ASC 350-40. Please explain the discrepancy or revise accordingly.

Response:
In response to the Staff’s comments, we have revised our disclosure on page F-10 of Amendment No. 1 accordingly.

Resale
Prospectus Cover Page, page Alt

9.
Your statement here and on page Alt-3 that the selling stockholders will sell at the fixed price at which you sell shares in the IPO
is inconsistent with the subsequent statement that the resale shares may only be sold “once, and if, [y]our shares of common stock
are listed on [Nasdaq].” If it is accurate that the resale shares may only be sold once the IPO has closed and your common stock
is traded on Nasdaq, please revise to make this clear and to remove any suggestion that resale shares will be sold prior to the consummation
of the IPO. For example, at pages Alt-1 and Alt-2 you state that the firm commitment public offering will happen “concurrently”
with the resale offering.

Response:
In response to the Staff’s comments, we have revised our disclosure on pages Alt-2, Alt-3 and elsewhere of Amendment No. 1 accordingly.

Selling
Stockholders, page Alt-2

10.
While we note your statement that “no material relationships exist between any of the Selling Stockholders, nor have any such
material relationships existed within the past three years,” except for the relationship with V-Cube, Inc., we also note that
Eastern Nations Trading Pte. Ltd. received their shares “in consideration of advisory services and technology implementation
services.” Please explain to us your consideration of disclosing the nature of this relationship pursuant to Item 507 of
Regulation S-K, or enhance the disclosure in this section accordingly.

Response:
In response to the Staff’s comments, we have revised our disclosure on page Alt-2 of Amendment No. 1 accordingly.

General

11.
We note the addition of the resale prospectus to the registration statement. Please provide us with a detailed analysis as to why
you believe that the resale transaction is appropriately characterized as a secondary offering, rather than a primary offering in
which the selling stockholders are acting as conduits in a distribution to the public and are therefore underwriters selling on your
behalf. For guidance, refer to Securities Act Rule Compliance and Disclosure Interpretations Question 612.09. Include the following
information in your analysis:

 ● Provide
                                            additional detail regarding the background and nature of the transactions by which the selling
                                            stockholders, particularly Eastern Nations Trading Pte. Ltd., came to acquire the shares
                                            they beneficially own, including the price and how it was determined. Provide additional
                                            detail on the “advisory services and technology implementation services” that
                                            Eastern Nations Trading Pte. Ltd has provided to the company, and explain why it received
                                            shares through transfers from V-Cube, Inc. rather than issuances by the company.

 ● Clarify
                                            whether the underwriter had any role in facilitating the primary sales and/or transfers of
                                            shares to the selling stockholders.

 ● Disclose
                                            the nature of the selling stockholders’ businesses.

 ● Explain
                                            why you decided to include a resale component at this time and how you determined the number
                                            of shares to be sold through the resale offering relative to the IPO.

 ● Clarify
                                            whether the selling stockholders are subject to lock-up arrangements with respect to the
                                            resale shares, as we note that your disclosure throughout the prospectus is unclear on this
                                            point. If not, explain why this is the case and whether the underwriter sought to have the
                                            resale shares subject to lock-up provisions.

 ● Tell
                                            us why the underwriter believes it will be able to successfully place the securities to be
                                            sold in the IPO and facilitate the creation of a public market in your securities in light
                                            of the secondary offering. In this regard, we note your statement at page 26 that “each
                                            of the Selling Stockholders have agreed...that they will immediately consider selling some
                                            portion...of their respective Resale Shares if requested by the underwriters, in order to
                                            create an orderly, liquid market for our common stock.” Explain why the underwriters
                                            may “request” that a market for the shares be facilitated through the resale
                                            offering rather than solely through the firm commitment IPO.

Response:
We acknowledge the Staff’s comments and respectfully advise the Staff that it is our belief that the resale of the shares of common
stock of the Company by certain selling stockholders (collectively, the “Selling Stockholders,” and individually, a “Selling
Stockholders”), based on the facts and circumstances as represented to us by such Selling Stockholders, as contemplated in our
registration statement on Form S-1, as amended (the “Registration Statement”), is not an indirect primary offering and is
a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Our
analysis of the six enumerated factors contained in Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations
(“C&DI Question 612.09”) is as follows:

Background

V-Cube,
Inc. and Eastern Nations Trading Pte. Ltd. are the two Selling Stockholders, as disclosed in the resale prospectus of the Registration
Statement.

On
May 31, 2018, V-Cube, Inc. and Eastern Nations Trading Pte. Ltd. entered into a memorandum of understanding (the “MOU”),
pursuant to which the parties acknowledged that V-Cube, Inc., in an effort to expand its business in operating a platform in online event
management into Southeast Asia, engaged the services of Eastern Nations Trading Pte. Ltd. The parties agreed that Eastern Nations Trading
Pte. Ltd. would (i) introduce V-Cube, Inc. to potential partners and acquisition targets within Southeast Asia and (ii) assist in sales
and market development activities to facilitate V-Cube, Inc.’s entry into the Southeast Asian market. The agreed upon compensation
for services was to be in the form of warrants or shares in V-Cube, Inc. or another future group company, in lieu of cash. On October
15, 2018, the MOU was extended indefinitely until terminated by either party in writing.

On
September 9, 2024, V-Cube, Inc., which then owned 100% of our issued shares of common stock, transferred 1,100,000 shares of our common
stock to Eastern Nations Trading Pte. Ltd., in consideration of the above-mentioned services provided by Eastern Nations Trading Pte.
Ltd. to V-Cube, Inc. pursuant to a share transfer agreement. On October 9, 2024, V-Cube, Inc. transferred an additional 1,100,000 shares
of our common stock to Eastern Nations Trading Pte. Ltd., in consideration of the services provided by Eastern Nations Trading Pte. Ltd.
to V-Cube, Inc., pursuant to a second share transfer agreement (together with the share transfer agreement dated September 9, 2024, the
“Share Transfer Agreements”).

Factor
1: How Long the Selling Stockholders Have Held the Shares

V-Cube,
Inc. has held its shares of common stock since February 12, 2024, the date of our incorporation. V-Cube, Inc. has been our controlling
stockholder since then.

Eastern
Nations Trading Pte. Ltd. has been our minority stockholder since September 9, 2024. Pursuant to the Share Transfer Agreements between
V-Cube, Inc. and Eastern Nations Trading Pte. Ltd., by virtue of which Eastern Nations Trading Pte. Ltd. became our stockholder, Eastern
Nations Trading Pte. Ltd. represented that (i) it was acquiring the shares for its own account for investment purposes only and not with
a view to, or for resale in connection with, any distribution thereof, (ii) it was a sophisticated investor with sufficient knowledge
and experience in financial and business matters to evaluate the merits and risks of the investment, and (iii) it qualified as a non-U.S.
person under Regulation S of the Securities Act. The transactions pursuant to the Share Transfer Agreements were exempt from the registration
requirements of the Securities Act under Regulation S of the Securities Act.

Factor
2: Circumstances under which the Selling Stockholders Acquired the Shares

V-Cube,
Inc. became our controlling stockholder on February 12, 2024, the date of our incorporation.

Eastern
Nations Trading Pte. Ltd. became our minority stockholder on September 9, 2024, and acquired its shares of common stock from V-Cube,
Inc. by virtue of the Share Transfer Agreements.

None
of the Selling Stockholders has entered into any underwriting relationship or arrangement with the Company, received any commission or
other payment from the Company in connection with the resale of any of its securities, and the Company will receive no proceeds from
the resale of the shares, if any, by the Selling Stockholders. We believe these circumstances are distinct from those involving a primary
offeri