IPO - TEN Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Ipo

Type: New

Accession Number: 000149315225007870

Filing Summary: On February 12, 2025, TEN Holdings, Inc. entered into an underwriting agreement with Bancroft Capital, LLC for its initial public offering (IPO) of 1,667,000 shares of common stock at a price of $6.00 per share. The IPO was closed on February 18, 2025, pursuant to its SEC registration statement filed in October 2024 and declared effective on February 7, 2025. The shares commenced trading on The Nasdaq Capital Market under the ticker symbol 'XHLD' on February 13, 2025. As part of the IPO, the Company also issued Representative’s Warrants to allow the underwriters to purchase additional shares at a price of $7.20 per share. Press releases regarding the pricing and closing of the IPO were also issued on February 12 and February 18, respectively, but the report does not constitute an offer to sell these securities.

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Form Type: 424B4

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: New

Accession Number: 000149315225006531

Filing Summary: TEN Holdings, Inc. is conducting its initial public offering (IPO), offering a total of 1,667,000 shares of common stock at an initial price of $6.00 per share, aiming to raise approximately $10 million. This prospectus outlines that prior to this IPO, there was no public market for its common stock. The company has reserved the stock symbol 'XHLD' for its listing on the Nasdaq Capital Market, where it has received approval to list. The managing underwriters for this offering are Bancroft Capital, LLC, who will receive a 7% underwriting discount per share (with a lower rate for certain investors), and additional compensation through warrants equivalent to 5% of the total shares sold, callable at 120% of the offering price. The underwriters anticipate the delivery of shares on February 14, 2025. As an emerging growth company, TEN Holdings intends to utilize benefits related to reduced public reporting requirements as specified under the JOBS Act, indicating that they will follow less stringent governance standards due to being classified as a controlled company. V-Cube, Inc. is identified as the controlling stockholder, possessing approximately 83.3% voting power after the offering, and has a connection to TEN Holdings and its operational subsidiary, TEN Events, Inc., through stock acquisitions.

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Form Type: CORRESP

Filing Date: 2025-02-05

Corporate Action: Ipo

Type: New

Accession Number: 000149315225005009

Filing Summary: TEN Holdings, Inc. is seeking to accelerate the effective date of its Registration Statement on Form F-1, Registration No. 333-282621. Bancroft Capital, LLC, as sole underwriter, has formally requested that the effective date be set for 4:00 p.m. Eastern Time on February 7, 2025, or as soon afterward as possible. This acceleration request is in accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933. Additionally, Bancroft Capital is distributing preliminary prospectuses to underwriters and dealers as required by Rule 460 under the Securities Act. Compliance with Rule 15c2-8 of the Securities Exchange Act of 1934 is also confirmed.

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Form Type: S-1/A

Filing Date: 2025-02-05

Corporate Action: Ipo

Type: Update

Accession Number: 000149315225004972

Filing Summary: TEN Holdings, Inc. is filing Amendment No. 9 to its Form S-1 registration statement originally filed on October 11, 2024. This amendment is declared as an exhibit-only filing intended solely to replace the Consent of Independent Registered Public Accounting Firm attached as Exhibit 23.1. The document includes necessary details for the proposed sale of common stock, updates on corporate governance, and outlines other financial details such as estimated expenses associated with the issuance and distribution of stock, which totals approximately $1,379,874. The company is classified as a smaller reporting and emerging growth company, and its anticipated commencement of the public offering is set for after the registration statement's effective date. Various indemnification provisions for officers and directors under Nevada law are also included, alongside recent sales of unregistered securities, indicating compliance with the SEC rules. Furthermore, it highlights significant recent organizational changes, including stock splits and the establishment of an equity incentive plan allowing for the issuance of stock options. TEN Holdings is navigating a structured pathway toward its public offering, asserting compliance with legal and financial stipulations necessary for the IPO process.

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Form Type: S-1/A

Filing Date: 2025-01-03

Corporate Action: Ipo

Type: New

Accession Number: 000149315225000226

Filing Summary: TEN Holdings, Inc. filed its Amendment No. 8 to Form S-1 regarding its initial public offering (IPO) of 2,500,000 shares of common stock with an assumed midpoint offering price of $5.00 per share. The company, incorporated in Nevada, focuses on event planning and production, including virtual and hybrid events, and seeks to raise approximately $12.5 million. The offering will be conducted by underwriters named in the prospectus, with a separate Resale Prospectus also included for potential resales by stockholders of up to 4,400,000 shares. The company has disclosed risks associated with its financial stability and ability to operate as a going concern, identified as a smaller reporting and emerging growth company. The corporate structure includes a controlling stockholder, V-Cube, Inc., which holds about 80.9% of the voting power. It is planning to list shares on Nasdaq under the symbol “XHLD,” pending approval.

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Form Type: S-1/A

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: New

Accession Number: 000149315224052528

Filing Summary: TEN Holdings, Inc., a provider of event planning, production, and broadcasting services, has filed an S-1/A with the SEC for its initial public offering (IPO) of 2,500,000 shares of common stock, par value $0.0001 per share, at an assumed initial price of $5.00 per share. The offering is set to be conducted in a firm commitment manner through underwriters. The company plans to list its common stock on the Nasdaq Capital Market under the symbol 'XHLD'. Before this, there was no public market for its common stock, and investors are warned about the potential volatility during and post-offering. The document outlines significant risks associated with the business, including financial challenges, customer retention issues, intense competition, and legal compliance challenges. Risks regarding the company's financial stability and ability to continue as a going concern due to recent financial losses are emphasized. The company has incorporated under Pennsylvania law and converted to a Nevada corporation, and this is a crucial step in its growth strategy, which may include acquisitions and expansions based on technological advancements. Furthermore, the filing notes that the IPO process includes both the IPO Prospectus for public sale and a Resale Prospectus for potential sales by existing stockholders, differentiated by content and coverage regarding underwriters' details. It has acknowledged that it is a smaller reporting and emerging growth company which allows for reduced reporting requirements.

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Form Type: CORRESP

Filing Date: 2024-12-18

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224050626

Filing Summary: TEN Holdings, Inc. submitted a letter in response to comments from the SEC regarding its Amendment No. 4 to Registration Statement on Form S-1 filed on December 11, 2024. The company is preparing for its initial public offering (IPO) and estimates a preliminary price range of $4.00 to $6.00 per share, with a midpoint of $5.00. Factors influencing this price range include current market conditions, financial condition, and input from the lead underwriter. The document discusses the methods used to determine the fair value of the company's Common Stock, particularly addressing a recent stock option grant at a fair value of $0.22 compared to the estimated offering price. Other considerations include the lack of public market for the stock to date and recent positive developments related to the company's IPO efforts.

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Form Type: CORRESP

Filing Date: 2024-12-04

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224048629

Filing Summary: TEN Holdings, Inc. is filing a response to comments received from the U.S. Securities and Exchange Commission (SEC) regarding its Amendment No. 2 to Registration Statement on Form S-1, filed on November 15, 2024. This document addresses specific feedback from the SEC, particularly concerning risk factors relating to the listing of common stock on Nasdaq and the resale of shares by Selling Stockholders. The company is preparing Amendment No. 3 to incorporate these changes and clarifications. The letter emphasizes the management's responsibility for accurate disclosures and the incorporation of detailed information about the Selling Stockholders’ agreements and share acquisition circumstances. The communication is signed by the CEO, Randolph Wilson Jones III, underscoring the company's commitment to complying with SEC requirements.

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Form Type: CORRESP

Filing Date: 2024-11-15

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224046294

Filing Summary: TEN Holdings, Inc. filed a response to the SEC regarding the comments on their Amendment No. 1 to the Registration Statement on Form S-1. The filing includes details about financial statement discrepancies, share transfers from V-Cube, Inc. to Eastern Nations Trading Pte. Ltd. as compensation for advisory services, and the rationale for issuing TEN Holdings shares instead of V-Cube shares. The letter outlines the company’s approach to registering resale shares concurrently with their IPO to satisfy Nasdaq listing requirements and support market liquidity. It also explains the lack of underwriting involvement in the share distribution, emphasizing the independent nature of the Selling Stockholders. Additionally, the response addresses concerns regarding investment intent by Eastern Nations and validating the share compensation structure established by a Memorandum of Understanding (MOU).

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Form Type: CORRESP

Filing Date: 2024-10-28

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224042707

Filing Summary: TEN Holdings, Inc. filed a response letter to the SEC regarding comments on their Registration Statement on Form S-1 submitted on October 11, 2024. The letter addresses various risk factors, including the potential sale of common stock by selling stockholders who may have acquired shares at lower prices than the anticipated IPO price. Notable disclosures include the intention to revise sections concerning the use of proceeds, capital structure, and related risks to ensure clarity about lock-up arrangements for shareholders. The company also discussed the financials from June 30, 2024, and provided details about share transfer agreements with Eastern Nations Trading Pte. Ltd. concerning compensation for services provided to V-Cube, Inc. The letter asserts that the resale prospectus constitutes a secondary offering rather than an indirect primary offering, as TEN Holdings will not receive proceeds from sales by the selling stockholders. The selling stockholders will retain proceeds and are not in the business of underwriting. The registration also intends to allow sufficient public float and prevent excessive supply fluctuations post-IPO.

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