TEN Holdings, Inc.

Previous wording

This quarterly report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in the “Risk Factors” section included in our registration statement on Form S-1 (File No. 333-282621), as amended, which was initially filed with the SEC on October 11, 2024 and declared effective by the SEC on February 7, 2025, and in our registration statement on Form S-1 (File No. 333-288741), as amended, which was initially filed with the SEC on July 17, 2025 and declared effective by the SEC on August 12, 2025.

Current wording

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “might,” “will,” “should,” “would,” “could,” “likely,” “estimate,” “intend,” “continue,” “future,” “potential,” “believe,” “expect,” “plan,” “project,” “target,” “forecast,” “outlook,” or “anticipate,” and other similar words or phrases. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in the “Risk Factors” section included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities Exchange Commission (the “SEC”) on March 28, 2025 (the “Annual Report”) .

Previous wording

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this quarterly report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.

Current wording

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this Quarterly Report on Form 10-Q. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.

Previous wording

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this quarterly report on Form 10-Q, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025 (the “Annual Report”).

Current wording

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report.

Previous wording

As of the date of this quarterly report, we primarily generate revenue from virtual and hybrid events delivered to corporate customers. We experienced an increase in our total revenue in the second quarter of fiscal year 2025, mainly due to an increase in revenue from our physical events, which were provided to a new customer. For the six months ended June 30, 2025 and 2024, we had total revenue of approximately $1,855,000 and $2,151,000, respectively, and net loss of approximately $7,620,000 and $826,000, respectively. For the six months ended June 30, 2025 and 2024, the revenue generated from virtual and hybrid events was approximately $1,587,000 and $1,972,000, respectively, accounting for approximately 85.6% and 91.7% of our total revenue, respectively; and the revenue generated from physical events was approximately $268,000 and $179,000, respectively, accounting for approximately 14.4% and 8.3% of our total revenue, respectively.

Current wording

As of the date of this Quarterly Report on Form 10-Q, we primarily generate revenue from virtual and hybrid events delivered to corporate customers. We experienced an increase in our total revenue in the third quarter of fiscal year 2025, mainly due to a higher demand in physical events during the period vs the same period last year. For the nine months ended September 30, 2025 and 2024, we had total revenue of approximately $543,000 and $535,000, respectively, and net loss of approximately $1,987,000 and $975,000, respectively. For the nine months ended September 30, 2025 and 2024, the revenue generated from virtual and hybrid events was approximately $2,059,000 and $2,462,000, respectively, accounting for approximately 86% and 92% of our total revenue, respectively; and the revenue generated from physical events was approximately $339,000 and $224,000, respectively, accounting for approximately 14% and 8% of our total revenue, respectively.

Previous wording

From time to time, we have non-recurring, non-operating gains and losses which are reflected through other income (expense).

Current wording

From time to time, we have non-recurring, non-operating gains and losses which are reflected through other income (expense) such as gains/losses of assets, non-cash valuation adjustments related to the 3(a)(10), impairment and or write-offs of investments.

Previous wording

As a result of the foregoing, the net loss was $2,784,000 during the three months ended June 30, 2025 compared to the net loss of $420,000 during the three months ended June 30, 2024.

Current wording

As a result of the foregoing, the net loss was $1,987,000 during the three months ended September 30, 2025 compared to the net loss of $975,000 during the three months ended September 30, 2024.

Previous wording

We define non-GAAP net loss as GAAP net loss excluding the impact of stock-based compensation expense. Non-GAAP net loss per share is calculated by dividing non-GAAP net loss by the diluted weighted average shares of common stock outstanding. We believe the presentation of these adjusted operating results provides useful supplemental information to investors and facilitates the analysis and comparison of our operating results across reporting periods.

Current wording

We define non-GAAP net loss as GAAP net loss excluding the impact of stock-based compensation expense. Non-GAAP net loss per share is calculated by dividing non-GAAP net loss by the diluted weighted average shares of common stock outstanding. Our management believes non-GAAP net loss and non-GAAP net loss per share are key performance measures and uses such measures to evaluate our operating performance. Accordingly, we believe that the presentation of these adjusted operating results provides useful supplemental information to investors and facilitates the analysis and comparison of our operating results across reporting periods. Our calculation of non-GAAP net loss and non-GAAP net loss per share may differ from similarly titled non-GAAP measures, if any, reported by our peer companies and therefore may not serve as an accurate basis of comparison among companies. Non-GAAP net loss and non-GAAP net loss per share should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Previous wording

Adjusted EBITDA is a key measure used by our management to help us analyze our financial results, establish budgets and operating goals for managing our business, evaluate our performance and make strategic decision.

Current wording

Adjusted EBITDA is a key measure used by our management to help us analyze our financial results, establish budgets and operating goals for managing our business, evaluate our performance and make strategic decisions. Accordingly, we believe that the presentation of Adjusted EBITDA is useful supplemental information to investors and facilitates the analysis and comparison of our operating results across reporting periods. Our calculation of Adjusted EBITDA may differ from similarly titled non-GAAP measures, if any, reported by our peer companies and therefore may not serve as an accurate basis of comparison among companies. Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Previous wording

We define Adjusted EBITDA as our net loss excluding: (i) depreciation and amortization, (ii) other expense (income), and (iii) stock-based compensation expense.

Current wording

We define Adjusted EBITDA as our net loss excluding: (i) interest expense, (ii) provision for income taxes, (iii) depreciation and amortization, (iv) other expense (income), and (v) stock-based compensation expense.

Previous wording

Comparison of Results of Operations for the six months ended June 30, 2025 and 2024

Current wording

Comparison of Results of Operations for the nine months ended September 30, 2025 and 2024

Previous wording

The following table sets forth our statements of operations for the six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth our statements of operations for the nine months ended September 30, 2025 and 2024:

Previous wording

SG&A expenses for the six months ended June 30, 2025 was $7,319,000 compared to $2,448,000 for the six months ended June 30, 2024. SG&A expenses increased by $4,871,000, or 199.0%, compared to the six months ended Jun 30, 2024. The increase was primarily due to accounting for $3.5m of stock compensation expenses along with additional expenses of being a public company.

Current wording

SG&A expenses increased by $5,745,000, or 152.8%, to $9,504,000, primarily due to $3,500,000 of stock compensation expenses along with additional expenses of being a public company.

Previous wording

As a result of the foregoing, the net loss was $7,620,000 during the six months ended June 30, 2025 compared to the net loss of $826,000 during the six months ended June 30, 2024.

Current wording

As a result of the foregoing, the net loss was $9,607,000 during the nine months ended September 30, 2025 compared to the net loss of $1,801,000 during the nine months ended September 30, 2024.

Previous wording

We define Adjusted EBITDA as our net loss excluding: (i) depreciation and amortization, (ii) other expense (income), and (iii) stock-based compensation expense.

Current wording

We define Adjusted EBITDA as our net loss excluding: (i) interest expense, (ii) provision for income taxes, (iii) depreciation and amortization, (iv) other expense (income), and (v) stock-based compensation expense.

Previous wording

Common Stock Purchase Agreement (“Purchase Agreement”) and Registration Right Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”)

Current wording

As of September 30, 2025 and December 31, 2024, we had cash of $310,000 and $48,000, respectively. Liquidity is a measure of our ability to meet potential cash requirements. We generally fund our operations with cash flow from operations, and, when needed, borrowed funds from financial institutions and capital injections from our majority shareholders. In June 2025, we entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), giving the us the right, but not the obligation to sell to Lincoln Park up to $20.0 million worth of shares of our common stock. As of September 30, 2025, we have sold 1,520,609 shares of common stock to Lincoln Park for proceeds of $426,000, as part of the equity line financing arrangement. As of September 30, 2025, $19.6 million was available to draw pursuant to the purchase agreement with Lincoln Park.

Previous wording

As of June 30, 2025 and December 31, 2024, we had cash of $739,000 and $48,000, respectively. Liquidity is a measure of our ability to meet potential cash requirements. We generally fund our operations with cash flow from operations, and, when needed, borrowed funds from financial institutions and capital injections from our principal shareholders. Our principal use of liquidity has been to fund our daily operations and working capital. We expect that our cash and cash equivalents will be sufficient to fund our operating expenses and cash obligations for the next 12 months, although our ability to continue as a going concern depends upon our ability to attract and retain revenue generating customers, acquire new customer contracts, and secure additional financing.

Current wording

Our principal use of liquidity has been to fund our daily operations and working capital and we expect that to continue for the next 12 months and beyond. We expect that our cash and cash equivalents will be sufficient to fund our operating expenses and cash obligations for the next 12 months and beyond, although our ability to continue as a going concern depends upon our ability to attract and retain revenue generating customers, acquire new customer contracts, and secure additional financing.

Previous wording

As of June 30, 2025, the Company had total of $4,306,000 contractual obligations for future payments.

Current wording

As of September 30, 2025, the Company had total of $5,182,0000 contractual obligations for future payments.

Previous wording

Our capital expenditure primarily consists of acquisition of computer hardware equipment and capitalized software.

Current wording

Our capital expenditures primarily consist of acquisition of computer hardware equipment and capitalized software.

Previous wording

During the six months ended June 30, 2025 and 2024, we spent $529,000 and $511,000, respectively, on acquisitions of computer hardware/equipment and capitalized software.

Current wording

During the nine months ended September 30, 2025 and 2024, we spent $828,000 and $781,000, respectively, on acquisitions of computer hardware/equipment and capitalized software.

Previous wording

Cash provided by operating activities mainly consists of our net loss adjusted for certain non-cash items, including stock-based compensation expense and depreciation and amortization, as well as the effect of changes in operating assets and liabilities during each period.

Current wording

Net cash used in operating activities mainly consists of our net loss adjusted for certain non-cash items, including stock-based compensation expense and depreciation and amortization, as well as the effect of changes in operating assets and liabilities during each period.

Previous wording

Net cash provided by financing activity increased from $1,327,000 for the six months ended June 30, 2024 to $8,798,000 for the six months ended June 30, 2025. The increase was primarily due to the proceeds received from issuance of shares and short-term loans, partially offset by the payments made related to the outstanding loans.

Current wording

Net cash provided by financing activities increased from $2,480,000 during the nine months ended September 30, 2024 to $10,125,000 during the nine months ended September 30, 2025. The increase was primarily due to proceeds from the issuance of shares, partially offset by the repayment of short-term loans.

Previous wording

The preparation of the consolidated financial statements and accompanying notes included elsewhere in this annual report requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our consolidated financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this quarterly report, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements.

Current wording

The preparation of the consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience, management’s best knowledge of current events, actions that the Company may undertake in the future, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results could differ from these estimates under different assumptions or conditions. Refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of the Annual Report for a complete discussion of our critical accounting policies and estimates. There have been no material changes to our critical accounting policies and estimates since the Annual Report.