TEN Holdings Inc. Files S-1/A Amendment for IPO

TL;DR

TEN Holdings IPO update: S-1/A filed 10/28. Looks like they're still going public.

AI Summary

TEN Holdings, Inc. filed an S-1/A amendment on October 28, 2024, for its initial public offering under the Securities Act of 1933. The company, incorporated in Nevada, is based in Langhorne, PA, and operates in business services. This filing is an amendment to a previous registration statement.

Why It Matters

This S-1/A filing indicates TEN Holdings, Inc. is moving forward with its plan to become a publicly traded company, which could impact its access to capital and future growth strategies.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it represents a company in the early stages of going public, which inherently carries higher risks than established public companies.

Key Numbers

• 333-282621 — SEC File Number (Identifies the specific registration statement)
• 0002030954 — Central Index Key (Unique identifier for the filer)

Key Players & Entities

• TEN Holdings, Inc. (company) — Registrant
• October 28, 2024 (date) — Filing date
• 1933 Act (legal_document) — Securities Act under which registration is filed
• Nevada (jurisdiction) — State of incorporation
• Langhorne, PA (location) — Principal executive offices
• John M. Orobono Jr. (person) — Agent for service
• Hunter Taubman Fischer & Li LLC (company) — Legal counsel
• TroyGould PC (company) — Legal counsel

FAQ

Key Financial Figures

• $0.0001 — he “IPO Shares”), par value $0.0001 per share, of the Company, with an assu
• $5.00 — ssumed initial public offering price of $5.00 per share, which is the midpoint of the
• $4.00 — ic offering price to be in the range of $4.00 to $6.00 per share. We have reserved
• $6.00 — ng price to be in the range of $4.00 to $6.00 per share. We have reserved the symbo
• $ — n; “U.S. dollars,” “$,” and “dollars” are t
• $2.2 million — , we had total revenue of approximately $2.2 million and $1.8 million, respectively, and net
• $1.8 m — venue of approximately $2.2 million and $1.8 million, respectively, and net loss of ap
• $0.8 million — ectively, and net loss of approximately $0.8 million and $1.0 million, respectively. For the
• $1.0 m — loss of approximately $0.8 million and $1.0 million, respectively. For the years ende
• $3.7 million — , we had total revenue of approximately $3.7 million and $4.8 million, respectively, and net
• $4.8 m — venue of approximately $3.7 million and $4.8 million, respectively, and net loss of ap
• $1.7 million — ectively, and net loss of approximately $1.7 million and $7.7 million, respectively. Compe
• $7.7 m — loss of approximately $1.7 million and $7.7 million, respectively. Competitive Stre
• $826,000 — quo; Going Concern We had a loss of $826,000 and $963,000 for the six months ended J
• $963,000 — Concern We had a loss of $826,000 and $963,000 for the six months ended June 30, 2024

Filing Documents

• forms-1a.htm (S-1/A) — 1793KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 60KB
• audit_001.jpg (GRAPHIC) — 6KB
• formdrs_001.jpg (GRAPHIC) — 47KB
• formdrs_002.jpg (GRAPHIC) — 42KB
• formdrs_003.jpg (GRAPHIC) — 486KB
• formdrs_004.jpg (GRAPHIC) — 366KB
• formdrs_005.jpg (GRAPHIC) — 437KB
• formdrs_006.jpg (GRAPHIC) — 299KB
• formdrs_007.jpg (GRAPHIC) — 17KB
• formdrs_008.jpg (GRAPHIC) — 25KB
• formdrs_009.jpg (GRAPHIC) — 20KB
• formdrs_010.jpg (GRAPHIC) — 24KB
• formdrs_011.jpg (GRAPHIC) — 41KB
• ex23-1_001.jpg (GRAPHIC) — 22KB
• ex23-1_002.jpg (GRAPHIC) — 6KB
• ex23-1_003.jpg (GRAPHIC) — 64KB
• 0001493152-24-042704.txt ( ) — 4483KB

RISK FACTORS

RISK FACTORS 11 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 28

USE OF PROCEEDS

USE OF PROCEEDS 29 DIVIDEND POLICY 30 CAPITALIZATION 31

DILUTION

DILUTION 32 MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33

BUSINESS

BUSINESS 43 MANAGEMENT 55 EXECUTIVE AND DIRECTOR COMPENSATION 58 PRINCIPAL STOCKHOLDERS 59 RELATED PARTY TRANSACTIONS 60 DESCRIPTION OF OUR SECURITIES 61 SHARES ELIGIBLE FOR FUTURE SALE 63

UNDERWRITING

UNDERWRITING 64 LEGAL MATTERS 70 EXPERTS 70 WHERE YOU CAN FIND ADDITIONAL INFORMATION 70 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 4 We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell the common stock in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date. For Investors Outside the United States : The underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside the United ABOUT THIS PROSPECTUS Certain Definitions Unless otherwise indicated or the context requires otherwise, references in this prospec

Business

Business Overview Our Company We are a provider of event planning, production, and broadcasting services headquartered in Pennsylvania. We mainly produce virtual and hybrid events and physical events. Virtual and hybrid events involve virtual and hybrid event planning, production and broadcasting services, and continuing education services, all of which are supported by our proprietary Xyvid Pro Platform. Physical events mainly involve live streaming and video recording of physical events. For the six months ended June 30, 2024 and 2023, we had total revenue of approximately $2.2 million and $1.8 million, respectively, and net loss of approximately $0.8 million and $1.0 million, respectively. For the years ended December 31, 2023 and 2022, we had total revenue of approximately $3.7 million and $4.8 million, respectively, and net loss of approximately $1.7 million and $7.7 million, respectively. Competitive Strengths We believe the following strengths are essential for our success and differentiate us from our competitors: proprietary webcasting and event management platform, event production experience and expertise, dedicated customer service, and experienced management team. For further details on competitive strengths, see “ Business—Our Competitive Strengths .” Growth Strategies We plan to further develop our business through the following growth strategies: increasing business growth efforts, enhancing technology and innovation, diversifying service offerings, and making strategic investments and acquisitions. For further details on growth strategies, see “ Business—Growth Strategies .” Going Concern We had a loss of $826,000 and $963,000 for the six months ended June 30, 2024 and 2023, respectively, and $1,688,000 and $7,663,000 for the years ended December 31, 2023 and 2022, respectively, and had cash used in operations of $1,007,000 and $265,000 during the six months ended June 30, 2024

View Full Filing

View this S-1/A filing on SEC EDGAR