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CORRESP
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filename1.htm

TEN
HOLDINGS, INC.

November
15, 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.

    Amendment
    No.1 to Registration Statement on Form S-1

    Filed
    October 28, 2024

    File
    No. 333-282621

Ladies
and Gentlemen:

This
letter is in response to the letter dated November 12, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to TEN Holdings, Inc. (the “Company,” “TEN Holdings,”
“we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response
and numbered them accordingly. An amendment No. 2 to the Registration Statement on Form S-1 (“Amendment No. 2”) is being
submitted to accompany this letter.

Amendment
No. 1 to Registration Statement on Form S-1 filed October 28, 2024

Capitalization,
page 31

1.
Your financial statements show 25 million outstanding common shares as of June 30, 2024, rather than the 100 outstanding common shares
disclosed here. Please revise your disclosures accordingly.

Response:
In response to the Staff’s comments, we have revised our disclosure on page 31 of Amendment No. 2 accordingly.

Dilution,
page 32

2.
Please explain how you computed the as adjusted net tangible book value as of June 30, 2024, or revise as necessary. In this regard,
you reported a net tangible book value as of June 30, 2024 of $(3,311,000) plus net proceeds of $10,245,126. Also, please do not refer
to as adjusted amounts in the capitalization table and as adjusted net tangible book value as being “pro forma” amounts.

Response:
In response to the Staff’s comments, we have revised our disclosure on page 32 of Amendment No. 2 accordingly.

General

3.
We note your response to prior comment 11. To further assist in our evaluation, address the following:

 ● You
                                            state that the shares were transferred from V-Cube, Inc. (“V-Cube”) to Eastern
                                            Nations pursuant to a services agreement entered into in May 2018. Explain in detail why
                                            and when it was decided that the consideration under such agreement would be paid in the
                                            form of shares of TEN Holdings, Inc., including whether V-Cube independently made such decision
                                            and why shares in V-Cube itself were not issued. Explain why Eastern Nations accepted this
                                            form of consideration and whether the registration of the resale of such shares was anticipated
                                            at that time. Disclose any other form of consideration that had previously been paid to Eastern
                                            Nations under the agreement.

 ● Disclose
                                            the value of the advisory services to V-Cube for which Eastern Nations was compensated in
                                            TEN Holdings shares, or otherwise how the number of shares transferred was determined. In
                                            this regard, we note your disclosure at page 26 that all resale shares were acquired “for
                                            less than the anticipated price of the shares to be sold in the Company’s initial public
                                            offering,” but it is unclear the exact value that was ascribed to Eastern Nations’
                                            shares.

 ● Provide
                                            any other details supporting your assertion that Eastern Nations had investment intent with
                                            respect to TEN Holdings, Inc. at the time it acquired shares in September 2024 and October
                                            2024, particularly given that the shares were transferred to them as compensation pursuant
                                            to an agreement with a third party and not in a transaction directly with the company.

 ● You
                                            state that the number of shares to be sold in the resale offering versus the IPO was determined
                                            based on “the number that the Selling Stockholders intend[ed] to register and resell,”
                                            which does not adequately address whether and why the resale offering is being registered
                                            at the same time as the public offering in the first place. Explain in additional detail
                                            why the company elected to add a resale component rather than meet “the total estimated
                                            interests in, and demand for, the Company’s shares from potential investors”
                                            solely through a firm commitment IPO.

 ● We
                                            note your statement that, “Although Bancroft Capital, LLC, for the purposes of creating
                                            sufficient public float and market liquidity of the Company’s securities, may request
                                            that a market for the shares be facilitated through the resale offering, the Selling Stockholders
                                            may choose to sell their respective resale shares at their own initiative.” Please
                                            disclose whether there is any agreement in place between Bancroft and the Selling Stockholders
                                            governing their requests to sell shares. Also clarify whether sales made by the Selling Stockholders
                                            at Bancroft’s request would be to Bancroft or to the market and, if the latter, on
                                            what terms.

Response:
In response to the Staff’s comments, we respectfully provide the following details and analysis regarding the registration of the
resale shares, based on information furnished to us by V-Cube, Inc. (“V-Cube”) and Eastern Nations Trading Pte. Ltd. (“Eastern
Nations”).

(i)
You state that the shares were transferred from V-Cube, Inc. (“V-Cube”) to Eastern Nations pursuant to a services agreement
entered into in May 2018. Explain in detail why and when it was decided that the consideration under such agreement would be paid in
the form of shares of TEN Holdings, Inc., including whether V-Cube independently made such decision and why shares in V-Cube itself were
not issued. Explain why Eastern Nations accepted this form of consideration and whether the registration of the resale of such shares
was anticipated at that time. Disclose any other form of consideration that had previously been paid to Eastern Nations under the agreement.

The
share transfers to Eastern Nations originated from a binding Memorandum of Understanding (MOU) executed with V-Cube in May 2018. The
MOU established a framework for Eastern Nations to provide strategic advisory services supporting V-Cube’s Southeast Asian expansion,
including business development, market entry facilitation, and technology implementation services. The MOU specifically contemplated
compensation through share allocation in V-Cube or a future group company (such as TEN Holdings), with an approximate value of USD 1,000,000.

The
decision not to transfer V-Cube shares at the inception of the MOU was based on several business considerations. First, this structure
allowed V-Cube to better manage its accounting treatment of the compensation. Second, both parties understood and agreed that
the ultimate manner of payment for the services provided pursuant to the MOU would be best measured once the Southeast Asian expansion
strategy had demonstrated concrete results, making a future transfer more appropriate for valuation purposes.

Eastern
Nations accepted this form of consideration based on its established relationship with V-Cube and its long-term view of the partnership.
As a strategic advisor focused on cross-border trade and localization projects, Eastern Nations understood that such initiatives require
sustained effort over multiple years before yielding measurable results. This alignment of interests supported the share-based compensation
structure. No pre-arranged plans for immediate resale were contemplated, and Eastern Nations accepted unregistered securities subject
to transfer restrictions.

Throughout
the engagement period, Eastern Nations shared their know-how and deployed resources and time in pursuit of the Southeast Asian market
expansion objectives, with no cash or other compensation or consulting fees paid during this period.

(ii)
Disclose the value of the advisory services to V-Cube for which Eastern Nations was compensated in TEN Holdings shares, or otherwise
how the number of shares transferred was determined. In this regard, we note your disclosure at page 26 that all resale shares were acquired
“for less than the anticipated price of the shares to be sold in the Company’s initial public offering,” but it is
unclear the exact value that was ascribed to Eastern Nations’ shares.

The
September and October 2024 share transfers represented compensation for Eastern Nations’ multi-year commitment and efforts toward
achieving the broader strategic expansion goals, reflecting the long-term nature of the engagement and the successful advancement of
V-Cube’s Southeast Asian market strategy. The decision to transfer TEN Holdings shares was based on business considerations. Eastern
Nations’ advisory services were originally provided to V-Cube in connection with its international expansion strategy. While the
original MOU established a compensation value of USD 1,000,000 in 2018, the actual number of TEN Holdings shares transferred, in the
amount of 2,200,000 shares, was based on the value per share of TEN Holdings as determined through a third-party valuation conducted
in 2024.

(iii)
Provide any other details supporting your assertion that Eastern Nations had investment intent with respect to TEN Holdings, Inc. at
the time it acquired shares in September 2024 and October 2024, particularly given that the shares were transferred to them as compensation
pursuant to an agreement with a third party and not in a transaction directly with the company.

Eastern
Nations has demonstrated investment intent through its six-year strategic relationship with V-Cube predating the share transfers, its
ongoing advisory role in cross-border expansion, and its representations in the share transfer agreements with V-Cube regarding its investment
purpose.

(iv)
You state that the number of shares to be sold in the resale offering versus the IPO was determined based on “the number that the
Selling Stockholders intend[ed] to register and resell,” which does not adequately address whether and why the resale offering
is being registered at the same time as the public offering in the first place. Explain in additional detail why the company elected
to add a resale component rather than meet “the total estimated interests in, and demand for, the Company’s shares from potential
investors” solely through a firm commitment IPO.

The
resale registration reflects standard market practice for providing liquidity options to a long-term strategic partner. No underwriting
relationship exists between Eastern Nations and the Company, and Eastern Nations will retain all proceeds from any sales. No special
selling efforts or methods are contemplated.

Regarding
the concurrent timing of the resale registration with the IPO, this structure was designed to help meet Nasdaq listing requirements for
public float and to support market liquidity upon listing. The size of our firm commitment IPO was determined based on our capital needs,
while the inclusion of the resale component helps minimize dilution at the IPO and ensure sufficient public float and trading volume
to satisfy exchange listing requirements and support an orderly trading market. This approach allows us to meet both our capital raising
objectives through the IPO and the technical requirements for establishing and maintaining a liquid public market for our securities.

(v)
We note your statement that, “Although Bancroft Capital, LLC, for the purposes of creating sufficient public float and market liquidity
of the Company’s securities, may request that a market for the shares be facilitated through the resale offering, the Selling Stockholders
may choose to sell their respective resale shares at their own initiative.” Please disclose whether there is any agreement in place
between Bancroft and the Selling Stockholders governing their requests to sell shares. Also clarify whether sales made by the Selling
Stockholders at Bancroft’s request would be to Bancroft or to the market and, if the latter, on what terms.

Bancroft
Capital, LLC had no involvement in the MOU, compensation structure determination, share transfers, or arrangements between V-Cube and
Eastern Nations. There is no agreement between Bancroft Capital, LLC and the Selling Stockholders regarding the sales by the Selling
Stockholders, and Bancroft Capital, LLC has confirmed that it will not request that a market for the shares be facilitated through the
resale offering.

Eastern
Nations operates as a Singapore-based company specializing in U.S.-Southeast Asian cross-border business development and technology implementation
services. It is not in the business of underwriting or distributing securities and has no material relationship with TEN Holdings beyond
its investment.

Based
on these facts and circumstances, we believe the resale registration is appropriately structured as a distinct component from our firm
commitment IPO, with the Selling Stockholders acting independently and not as conduits for distribution. The Selling Stockholders would
only be able to sell their shares after the completion of the IPO and listing on Nasdaq, through ordinary market transactions.

We
would be happy to provide any additional information the Staff may require.

We
understand that the Company and its management are responsible for the accuracy and adequacy of the disclosures, notwithstanding any
review, comments, action or absence of action by the Staff.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very
truly yours,

    /s/
    Randolph Wilson Jones III

    Name:

    Randolph
    Wilson Jones III

    Title:

    CEO
    and Director

    cc:
    Ying
    Li, Esq.

    Hunter
    Taubman Fischer & Li LLC