1. Organization, Nature of Business

TEN Holdings, Inc. (the “Company”) was incorporated on February 12, 2024 in Pennsylvania to act as the holding company of TEN Events, Inc. (“TEN Events”), which was incorporated in Pennsylvania in May of 2011 and is an operating entity. TEN Events was formed for the purpose of planning, producing, and broadcasting virtual, hybrid and self-service events using its event platforms, the Xyvid Pro platform and TEN Pro platform, and delivering physical events. TEN Events’ platform provides a dynamic, interactive, and engaging virtual event experience to its clients and enables clients to engage and interact with their target audience anywhere in the world through event webcasting.

At incorporation, the Company issued 100 shares of common stock with no stated par value. On July 2, 2024, as part of its reorganization, the Company entered into a share exchange agreement with V-Cube, Inc., the Company’s then-principal stockholder. The Company acquired 1,000 shares of TEN Events from V-Cube, Inc. in exchange for 100 shares of common stock of the Company. After the share exchange, TEN Events became a wholly owned subsidiary of the Company.

On July 24, 2024, the Company changed its domicile of incorporation from the Commonwealth of Pennsylvania to the state of Nevada. Thereupon, each share of common stock, no par value per share, of the Company that was issued and outstanding was automatically converted into a share of common stock, par value $0.0001 of the Company. After domestication, the total common stock issued and outstanding is 50,000,000 shares.

On October 9, 2024, the Company’s sole director and the majority stockholder approved a reverse stock split of the Company’s issued common stock at a ratio of 1-for-2, which became effective on October 9, 2024.

The reorganization involved entities under common control. Under the guidance in ASC 805-50, for transactions between entities under common control, the assets, liabilities, and results of operations are recognized at their carrying amounts on the date of the restructuring, which required retrospective combination of the Company and TEN Events. The Company’s consolidated financial statements have been prepared as if the existing corporate structure had been in existence throughout all periods presented rather than from the incorporation. This includes a retrospective presentation for all equity related disclosures, which were under common control throughout the relevant periods as a single economic enterprise although legal parent-subsidiary relationships were not established.

On November 10, 2025, the Company’s Board of Directors (the “Board”) approved a reverse stock split of the Company’s issued common stock at a ratio of 1-for-15, which became effective on December 1, 2025.

On May 19, 2026, Apexmind Solutions Inc. (“Apexmind Solutions”) was incorporated under the Business Corporations Act of British Columbia, Canada, as a wholly owned subsidiary of the Company. Apexmind Solutions is authorized to issue an unlimited number of common shares without par value. Upon incorporation, Apexmind Solutions issued one common share to the Company for consideration of CAD 1. During the period from its incorporation through June 30, 2026, the Company made a capital contribution of approximately $3.0 million to Apexmind Solutions. Apexmind Solutions had not commenced substantive operations and generated no revenue or operating expenses through June 30, 2026.

The capital contribution and the corresponding investment in Apexmind Solutions were eliminated in consolidation. The accounts of Apexmind Solutions have been included in the Company’s consolidated financial statements from its date of incorporation.

Going concern

The Company has evaluated whether there are certain conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon its ability to attract and retain revenue-generating customers, obtain new customer contracts and secure additional financing.

The Company has incurred and continues to incur losses from operations as well as negative cash flow from operations. For the six months ended June 30, 2026, the Company had a net loss of $5.89 million, net cash used in operations of $2.70 million, and as of June 30, 2026, the Company had an accumulated deficit of $27.32 million. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Management’s plans to address these conditions include pursuing additional revenue-generating customer contracts, implementing cost control measures, obtaining financial support from related parties, and evaluating additional debt or equity financing alternatives.

There can be no assurance that the Company will be successful in obtaining new customer contracts, receiving related-party support when needed, or securing additional financing on acceptable terms or at all. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.