TEN Holdings, Inc.

Item 5. Other Information

Item 1.01 Entry into a Material Definitive Agreement.

RyuShin Advisors LLC Advisory Agreement

On February 18, 2025, the Company entered into a two-year advisory agreement (the “RyuShin Agreement”) with RyuShin Advisors LLC (“RyuShin”), pursuant to which RyuShin will provide follow-on offering and capital markets advisory services to the Company. As compensation for such services, the Company paid RyuShin $1,536,769 upon execution of the RyuShin Agreement.

The foregoing description of the RyuShin Agreement is not complete and is qualified in its entirety by reference to the full text of the RyuShin Agreement, which is included as Exhibit 10.21 to this quarterly report and is incorporated herein by reference.

PeakValue, LLC Master Services Agreement

On February 18, 2025, the Company entered into a three-year services agreement (the “PeakValue Agreement”) with PeakValue, LLC (“PeakValue”), pursuant to which PeakValue will provide digital marketing and technology services, business development and strategic services, investment and fund participation services, and any other business consultancy services to the Company as may be mutually agreed upon between the Company and PeakValue. As compensation for such services, the Company paid PeakValue $2,049,025.

The foregoing description of the PeakValue Agreement is not complete and is qualified in its entirety by reference to the full text of the PeakValue Agreement, which is included as Exhibit 10.22 to this quarterly report and is incorporated herein by reference.

Cherish Gloss Group Limited Capital Market Services Agreement

On February 18, 2025, the Company entered into a one-year services agreement (the “Cherish Agreement with Cherish Gloss Group Limited (“Cherish”), which agreement is automatically renewable for successive 12-month periods if not terminated 60 days prior to the end of the term, and pursuant to which Cherish will provide follow-on capital markets preparation and advisory services to the Company. As compensation for such services, the Company paid Cherish $1,024,513 upon execution of the Cherish Agreement.

The foregoing description of the Cherish Agreement is not complete and is qualified in its entirety by reference to the full text of the Cherish Agreement, which is included as Exhibit 10.23 to this quarterly report and is incorporated herein by reference.

Jipsy Trade Limited Consultancy Agreement

On February 18, 2025, the Company entered into a two-year consultancy agreement (the “Jipsy Agreement”) with Jipsy Trade Limited (“Jipsy”), pursuant to which Jipsy will provide post-IPO capital markets advisory services to the Company. As compensation for such services, the Company paid Jipsy $789,693 upon execution of the Jipsy Agreement.

The foregoing description of the Jipsy Agreement is not complete and is qualified in its entirety by reference to the full text of the Jipsy Agreement, which is included as Exhibit 10.24 to this quarterly report and is incorporated herein by reference.

Item 4.01. Changes in Registrant’s Certifying Accountant.

On May 14, 2025, the audit committee (the “Audit Committee”) and board of directors of the Company approved the dismissal of Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s independent registered public accounting firm, effective immediately. Also on May 14, 2025, the Audit Committee and board of directors approved the engagement of ASSENTSURE PAC (“ASSENTSURE”) as the Company’s independent registered public accounting firm, effective immediately.

The reports of Grassi on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024, and December 31, 2023, did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports for the fiscal years ended December 31, 2024 and December 31, 2023 included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2024, and December 31, 2023, and the subsequent interim period through May 14, 2025, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Grassi on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grassi, would have caused Grassi to make reference thereto in its reports on the financial statements of the Company for such periods, or (ii) reportable events (as described under Item 304(a)(1)(v) of Regulation S-K).

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Grassi with a copy of this quarterly report and requested that Grassi furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether Grassi agrees with the statements herein as they relate to Grassi. A copy of Grassi’s letter dated May 19, 2025, is filed as Exhibit 16.1 to the Company’s current report on Form 8-K (File No. 001-42515) and is incorporated by reference into this Item 4.01.

During the fiscal years ended December 31, 2024, and December 31, 2023, and the subsequent interim period through May 14, 2025, neither the Company nor anyone on the Company’s behalf consulted ASSENTSURE regarding any of the matters referred to in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 9, 2025, Mr. John M. Orobono Jr. notified the Company of his resignation as the Secretary, Chief Financial Officer and a Director of the Company, effective May 9, 2025. The resignation of Mr. Orobono was due to personal reasons, and was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

While the Company is looking for a full-time Chief Financial Officer to fill the vacancy created by Mr. Orobono’s resignation, the Company’s director, Naoaki Mashita will serve as the interim Chief Financial Officer of the Company, effective on May 9, 2025.

Mr. Naoaki Mashita, age 47, has also served as the Company’s Director since February 2024. Since 1998, Mr. Mashita has been the chief executive officer of V-Cube, Inc., the Company’s parent company, and was responsible for such company’s overall management. From November 2018 to August 2019, Mr. Mashita was the chief executive officer and president at Sensyn Robotics, Inc., where he oversaw the company’s daily operations. Mr. Mashita currently serves on the board of directors for Sumitomo Mitsui Trust Bank Limited, Ushio Inc., and Micin Inc. Mr. Mashita received his bachelor’s degree in Computer Science from Keio University in 2000 and his master’s degree in Computer Science from Keio University Graduate School in 2002. Given Mr. Mashita’s experience, the Company believes that he is qualified to serve as interim Chief Financial Officer until the Company hires a full-time Chief Financial Officer.

There are no family relationships between Mr. Mashita and any of the Company’s directors or other executive officers. There is no arrangement or understanding between Mr. Mashita and any other person pursuant to which Mr. Mashita was selected as interim Chief Financial Officer. There have been no transactions involving Mr. Mashita that would be required to be disclosed by Item 404(a) of Regulation S-K.

On May 13, 2025, Mr. David Price notified the Company of his resignation as an independent Director and a member of the Audit Committee of the Company, effective May 13, 2025. The resignation of Mr. Price was due to personal reasons, and was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

On May 13, 2025, Mr. Justin Sherrock notified the Company of his resignation as an independent Director and the chairperson of the Audit Committee of the Company, effective May 13, 2025. The resignation of Mr. Sherrock was due to personal reasons, and was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

As a result of the foregoing resignations, the Company is no longer compliant with the audit committee composition requirements under the Nasdaq Rule 5605. The Company is endeavoring to address the noncompliance with the audit committee composition requirements and is currently looking for suitable candidates to fill the vacancies created by such resignations.