TEN Holdings Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42515 1170 Wheeler WayLanghorne, PA 19047(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code:1.800.909.9598 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, 2025, the last businessday of the registrant’s most recently completed second fiscal quarter, was $4,787,341, based on the closing sales price of theregistrant’s Common Stock as reported on such date. The registrant has no non-voting common equity. The number of the registrant’s shares of common stock, $0.0001 par value per share, outstanding on March 10, 2026, was 3,977,443. DOCUMENTS INCORPORATED BY REFERENCE No annual report to security holders, proxy or information statement, or prospectus filed pursuant to Rule 424(b) or (c) under theSecurities Act of 1933 is incorporated by reference into this Annual Report on Form 10-K. Table of Contents Forward-Looking Statements1PART I2Item 1.Business.2Item 1A.Risk Factors.12Item 1B.Unresolved Staff Comments.27Item 1C.Cybersecurity.27Item 2.Properties.28Item 3.Legal Proceedings.28Item 4.Mine Safety Disclosures28PART II29Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.29Item 6.[Reserved].29Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.29Item 7A.Quantitative and Qualitative Disclosures About Market Risk.36Item 8.Financial Statements and Supplementary Data.36Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.36Item 9A.Controls and Procedures.36Item 9B.Other Information.36Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.36PART III37Item 10.Directors, Executive Officers and Corporate Governance.37Item 11.Executive Compensation.40Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.45Item 1