UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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Item 4.01. Changes in Registrant’s Certifying Accountant.
On May 14, 2025, the audit committee (the “Audit Committee”) of the board of directors of TEN Holdings, Inc., a company formed under the laws of Nevada (the “Company”), approved the dismissal of Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s independent registered public accounting firm. Also on May 14, 2025, the Audit Committee approved the engagement of ASSENTSURE PAC (“ASSENTSURE”) as the Company’s independent registered public accounting firm.
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 Current Report on Form 8-K 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 this Current Report on Form 8-K 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 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit
Number |
Exhibit | |
| 16.1 | Letter of Grassi dated May 19, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEN Holdings, Inc. | ||
| Date: May 19, 2025 | By: | /s/ Randolph Wilson Jones III |
| Randolph Wilson Jones III | ||
| Chief Executive Officer and Director | ||
| 3 |