TEN Holdings Inc美股招股说明书(2025-02-14版)

TEN Holdings, Inc. This is an initial public offering on a firm commitment basis of shares of common stock, par value $0.0001 pershare, of TEN Holdings, Inc., a Nevada corporation. Prior to this offering, there has been no public market for ourcommon stock. The initial public offering price is $6.00 per share. We have reserved the symbol “XHLD” for purposes of listing our common stock on the Nasdaq Capital Market(“Nasdaq”) and have been approved to list our common stock on Nasdaq. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the“JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements forthis prospectus and future filings. We may continue to be a smaller reporting company even after we are no longeran emerging growth company. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” Additionally, we are, and following the completion of this offering, will continue to be, a “controlled company” asdefined under Nasdaq Marketplace Rules 5615(c). V-Cube, Inc., our controlling stockholder, will be able to exerciseapproximately 83.3% of the aggregate voting power of our issued and outstanding shares of common stock and willbe able to determine all matters requiring approval by our stockholders, immediately after the consummation of thisoffering, assuming the full exercise of the Representative’s Warrants (defined below), and that the SellingStockholders do not sell any Resale Shares upon closing of this offering. V-Cube, Inc. is a Japanese company listedon the Tokyo Stock Exchange and its chief executive officer, Naoaki Mashita, has served as our Director sinceFebruary 2024 and is our minority stockholder. For further information, see “Principal Stockholders” and“Prospectus Summary—Our Relationship with Our Controlling Stockholder—V-Cube, Inc.” We intend to availourselvesof the corporate governance exemptions afforded to a“controlled company”under the NasdaqMarketplace Rules. As a result, you will not have the same protections afforded to stockholders of companies thatare subject to all of the corporate governance requirements of Nasdaq. See “Risk Factors—Risks Relating to OurCapital Stock and Trading—We will be a ‘controlled company’ within the meaning of the Nasdaq listing rules, andwill follow certain exemptions from certain corporate governance requirements that could adversely affect ourpublic stockholders” and “Management—Controlled Company.” (1)Initial public offering price per share is $6.00 per share. (2)Represents an underwriting discount equal to 7% per share. For purposes of the calculation only, we assume100% of the investors in this offering were introduced by the underwriters. For funds raised from investorsintroduced by the Company, the underwriting discount is reduced to 4% per share. The blended underwritingdiscount upon consummation of this offering is expected to be 5.5%, or $550,110. (3)In addition to the underwriting discounts listed above, we have agreed to issue, upon closing of this offering,warrantsto Bancroft Capital,LLC(“Bancroft”),as representative of the several underwriters(the“Representative”) or any such other recipients as may be designated by Bancroft, exercisable for a five-yearperiod after the commencement of sales of this offering, commencing 181 days after the commencement of thesales of this offering, entitling the representative to purchase 5.0% of the total number of shares of commonstocksold in this offering at a per share price equal to 120.0%of the public offering price(the“Representative’s Warrants”). The registration statement of which this prospectus is a part also registers theRepresentative’s Warrants and the common stock issuable upon the exercise thereof. See “Underwriting” foradditional information regarding total underwriter compensation. The underwriters expect to deliver the shares of our common stock against payment in U.S. dollars in New York,New York on or about February 14, 2025. Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatorybody has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Bancroft Capital, LLC Prospectus dated February 12, 2025 TABLE OF CONTENTS We and the underwriters have not authorized anyone to provide any information or to make any representationsother than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or towhich we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, anyother information that others may give you. This prospectus is an offer to sell only the common stock offeredhereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer tosell the common stock in any