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CORRESP
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filename1.htm

TEN
HOLDINGS, INC.

December
18, 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. 4 to Registration Statement on Form S-1

    Filed
    December 11, 2024

    File
    No. 333-282621

Ladies
and Gentlemen:

This
letter is in response to the letter dated December 17, 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. 5 to the Registration Statement on Form S-1 (“Amendment No. 5”) is being submitted to accompany this letter.

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.

Response:
The Company respectfully submits the below information to assist the Staff in its review of the Company’s position with respect
to its determination of the fair value of the Company’s common stock, par value $0.0001 per share (“Common Stock”),
underlying the outstanding stock options granted under the Company’s equity incentive plan and the reasons for the differences
between the recent valuation of its Common Stock and the estimated offering price for its initial public offering (“IPO”).

Preliminary
IPO Price Range

The
Company advises the Staff that it estimates a preliminary price range of approximately $4.00 to $6.00 per share (the “Preliminary
Price Range”) for its IPO, resulting in a midpoint of the Preliminary Price Range of $5.00 per share. The Preliminary Price Range
has been determined based, in part, upon current market conditions, the Company’s current financial condition and prospects, and
input received from the lead underwriter of the IPO. The Preliminary Price Range does not take into account the current lack of liquidity
for the Common Stock and assumes a successful IPO with no weighting attributed to any other outcome for the Company’s business,
such as remaining a privately held company. As of the date hereof, the Company believes that the foregoing Preliminary Price Range will
not be subject to significant change.

Determining
the Fair Value of Common Stock Prior to the IPO

As
there has been no public market for the Common Stock to date, the estimated fair value of the Common Stock underlying the stock
options granted under the Company’s equity incentive plan has been determined by the Company’s board of
directors (the “Board”) as of the date of each grant of stock options, with input from management, considering the Company’s
most recently available third-party valuation of its Common Stock, and the Board’s assessment of additional objective and subjective
factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the
grant.

On
October 10, 2024, the Company granted stock options to certain individuals who were the Company’s directors and employees to purchase
an aggregate of 2,640,250 shares of Common Stock at an exercise price of $0.46 per share under the Company’s equity incentive plan,
which is designed, in part, to encourage select individuals to acquire a proprietary interest in the growth and performance of the Company,
and to generate an increased incentive to contribute to the Company’s future success and prosperity. The fair value of the stock
options as of the grant date, October 10, 2024, was $0.22 and was estimated using the Black-Scholes option-pricing model.

Under
the Black-Scholes option-pricing model, the Company considered a number of factors (listed in the table below) to establish a “fair
market” price that took into consideration the current market data of comparable companies. The comparable companies considered
as part of the expected volatility calculation included ON24, Zoom and Brightcove.

The
following table summarizes the significant assumptions used to estimate the fair value of the stock options. The unrecognized
stock-based compensation expenses as of October 10, 2024 totaled $572.

    Expected term
    5 years

    Expected volatility
      49.04 %

    Expected dividend rate
      0.00 %

    Risk-free rate
      3.75 %

Comparison
of Most Recent Valuation and the Preliminary Price Range

As
is typical in IPOs, the Preliminary Price Range was not derived using a formal quantitative determination of fair value, but was determined
based on discussions between the Company and the lead underwriter. Among the factors that were considered in setting the Preliminary
Price Range were the following:

 ● the
                                            general conditions of the securities market and the recent market prices of, and the demand
                                            for, publicly traded common stock of comparable companies;

 ● the
                                            Company’s financial condition and prospects;

 ● estimates
                                            of business potential and earnings prospects for the Company and the industry in which it
                                            operates;

 ● testing-the-waters
                                            meetings with prospective investors and feedback received to date; and

 ● valuations
                                            metrics for and recent performance of initial public offerings of companies in the same industry.

In
addition, the Company believes that the difference between the fair value determination of $0.22 per share as of October 10, 2024 and
the Preliminary Price Range of $4.00 to $5.00 per share, is the result of the factors above and the following factors and continued positive
developments with respect to the Company that occurred subsequent to October 10, 2024:

 ● The
                                            Preliminary Price Range is based only upon a scenario in which the Company completes this
                                            offering and is not probability weighted, in contrast to the valuation of the Common Stock
                                            underlying stock options as of October 10, 2024, which considered an additional potential
                                            outcome.

 ● Since
                                            October 10, 2024, the Company has taken several steps toward the completion of an IPO, including
                                            completing testing-the-waters meetings and publicly filing the Registration Statement on
                                            Form S-1 with the Commission on October 11, 2024.

 ● In
                                            determining the Preliminary Price Range, the lead underwriter utilized a number of valuation
                                            methodologies, including a discounted cash flow analysis, factors likely to affect the Company’s
                                            revenues and profitability, and relevant trading multiples for comparable public companies.

 ● The
                                            successful completion of the IPO would strengthen the Company’s balance sheet, provide
                                            access to public equity and provide enhanced operational flexibility, increasing the value
                                            of the Common Stock compared to that of a private company.

 ● Recent
                                            market conditions used in the determination of the Preliminary Price Range after discussions
                                            with the lead underwriter, based on the current market environment and the supply and demand
                                            for such investment opportunities in the marketplace.

Therefore,
the Company believes the Preliminary Price Range for the IPO is reasonable.

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.

Response:
In response to the Staff’s comments, we have revised our disclosure on page II-2 of Amendment No. 5 accordingly.

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