August 21, 2024

Randolph Wilson Jones III
President
TEN Holdings, Inc.
1170 Wheeler Way
Langhorne, PA 19047

       Re: TEN Holdings, Inc.
           Draft Registration Statement on Form S-1
           Submitted July 25, 2024
           CIK No. 0002030954
Dear Randolph Wilson Jones III:

       We have reviewed your draft registration statement and have the
following comment(s).

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement on Form S-1 submitted July 25, 2024
Cover Page

1.     Where you discuss your status as a controlled company here and in the
risk factor at page
       27, revise to explain that V-Cube, Inc. is a foreign exchange-traded
entity and
       acknowledge overlapping director and officer relationships.
Additionally, revise the risk
       factor heading at page 27 stating that you "may follow certain
exemptions from certain
       corporate governance requirements" for consistency with disclosure
elsewhere that you
       will rely on certain exemptions. Add discussion of your controlling
stockholder and
       "controlled company" listing standard exemptions in the prospectus
summary as well.
 August 21, 2024
Page 2
Prospectus Summary
Business Overview, page 6

2.     Disclose in the prospectus summary that your independent auditor has
included a going
       concern qualification in its report on your financial statements, and
discuss the aspects of
       your financial condition leading to such qualification.
Use of Proceeds, page 30

3.     We note your statement that,    If an unforeseen event occurs or
business conditions
       change, we may use the proceeds of this offering differently than as
described in this
       prospectus.    Because you may only reserve the right to change the use
of proceeds if such
       reservation is due to certain contingencies that are discussed
specifically and the
       alternatives to such use in that event are indicated, please provide
additional specificity or
       revise this statement accordingly. Refer to Instruction 7 to Item 504 of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cash Flows and Liquidity, page 39

4.     Given your indication that you plan to finance operations through
"borrowing from [y]our
       principal stockholder" if additional capital resources are needed in the
short term, please
       disclose whether there are any contractual or otherwise concrete
arrangements with
       respect to such financing. In this regard, we note that your current
related party
       borrowings are characterized as due within less than one year at page 40
and that one of
       the stated uses of proceeds of the offering is to prepay such debt. To
the extent there is no
       formal agreement pursuant to which your principal stockholder has agreed
to provide
       financing, state as much. Make conforming revisions where you discuss
the potential need
       for additional financing in the risk factor at page 18.
Business, page 44

5.     We note your disclosure regarding the "significant increase in usage of
[y]our platform
       and services during the COVID-19 pandemic," and the reduction of usage
following the
       pandemic. Please revise where appropriate throughout your business
disclosure and the
       remainder of the prospectus to provide more detailed and quantified
information about the
       impact of the pandemic on your historical results of operations and
performance metrics.
       For example, quantify the "surge in revenue...for virtual events during
the COVID-19 era"
       mentioned at page 44, and at page 46, clarify how many of the
"approximately 3,000
       events" that you have supported occurred during the pandemic. Lastly,
where you discuss
       the webcasting industry at page 44, please elaborate on why you "expect
that the demand
       for webcasting services will grow" when you disclose elsewhere that
demand for your
       services supporting virtual and hybrid events has fallen in the
post-COVID-19
       environment.
Our Customers, page 47

6.     Please provide additional information regarding the number of customers
you have
       and your arrangements with such customers, including whether you
typically enter into
       long-term agreements or are engaged on an event-by-event basis. Clarify
whether the "top
       ten customers" you reference are leading in terms of revenues or some
other metric.
       Additionally, we note your disclosure regarding the customer that
accounted for 51.1% of
 August 21, 2024
Page 3

       revenues in fiscal 2023, including that "losing [such] significant
customer could adversely
       affect [y]our revenue and profitability" and that "if they were to
cancel their agreement...it
       may have an outsized effect on [y]our revenue, cash and profitability."
Please revise to
       disclose the material terms of your agreement with this customer, and
file the agreement
       as an exhibit to the registration statement or tell us why you are not
required to do so.
       Refer to Item 601(b)(10) of Regulation S-K.
Our Suppliers, page 48

7.     Elaborate on the role of third party service providers in your business
model and the
       extent to which you rely on them to provide core services to customers.
In this regard, we
       note that a number of additional third parties upon which you rely
and/or with which you
       do business, such as hardware providers, healthcare organizations, and
marketing and
       advertising agencies, are mentioned elsewhere in the prospectus. Explain
the frequency
       with which you    engage subcontractors for delivering events,    as
mentioned at page 42,
       and disclose the service that the supplier accounting for 27.2% of your
total purchases in
       fiscal 2023 provides.
Growth Strategies, page 48

8.     Please revise to disclose the anticipated timing of and costs associated
with each of your
       growth strategies, as we note that this information is provided for some
but not all of the
       strategies identified in this section. Make conforming revisions where
you discuss these
       plans and initiatives elsewhere, such as in the risk factors regarding
incorporation of
       artificial intelligence technologies into your platform and expansion
into Latin America
       and the Middle East at pages 13 and 18, respectively.
Corporate History and Structure, page 55

9.     Please provide additional context on the background of your business by
disclosing when
       you began operations and whether such operations were conducted under
the name
       "Xyvid, Inc." until June 2021. Additionally, explain how the 90 shares
of common stock
       in TEN Holdings, Inc. issued to V-Cube, Inc. in July 2024 came to be the
50,000,000
       shares of common stock shown as owned by V-Cube, Inc. at page 60. If
such increase is
       due to a stock split, please note that all amendments to the
registrant's certificate of
       incorporation must be filed pursuant to Item 601(b)(3)(i) of Regulation
S-K.
Executive and Director Compensation, page 59

10.    We note your disclosure that the registrant    plans to enter into
employment agreements
       with each of the named executive officers prior to   effectiveness of
the registration
       statement,    but also that the named executive officers have currently
effective
       employment agreements with your subsidiary. Please add disclosure of the
material terms
       of the employment agreements between the identified officers and the
holding company
       registrant, once known, and clarify whether such agreements will
supersede the officers
       current agreements with TEN Events, Inc.
Related Party Transactions, page 61

11.    Please explain the basis on which Wizlearn Technologies Pte. Ltd. is an
affiliate of the
       company, and disclose the "immediate family member of Dave Kovalcik"
that controls
 August 21, 2024
Page 4

       GHDLCK, LLC. Refer to Items 404(d) and 404(a)(1) of Regulation S-K.
Disclose the
       maturity of the loans from V-Cube, Inc. and Wizlearn Technologies Pte.
Ltd. and the
       material terms of the lease agreement with GHDLCK, LLC. To the extent
required by
       Item 601(b)(10)(ii)(A) of Regulation S-K, file the related party
agreements disclosed in
       this section as exhibits to the registration statement or tell us why
you are not required to
       do so.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Intangible Assets, Net, page F-11

12.    You reference ASC 985-20, which applies to costs to internally develop
and produce, or
       to purchase, software intended to sell, lease or otherwise market
externally. However,
       your references to application development stage and postimplementation
stage are terms
       often associated with ASC 350-40, Internal-Use Software. Please clarify
whether you
       intend to sell, lease or otherwise market your software externally and
whether you are
       applying ASC 985-20 or ASC 350-40. Revise as necessary.
Cost of Revenue, page F-12

13.    Your intangible assets accounting policy disclosure on page F-11
indicates
       that amortization of capitalized software is recorded in cost of
revenue. If true, please
       revise your cost of revenue accounting policy to clarify it includes
amortization of
       capitalized software. Please also provide us with the amount of
amortization expense
       included in cost of revenue.
14.    You disclose on page 37 that selling, general and administrative
expenses include
       computer and software costs. Please explain the nature of these costs
and how you
       differentiate these costs from cost of revenue. Additionally, you derive
your revenues
       from producing and delivering events supported by your Xyvid Pro
Platform. Please
       explain if cost of revenue includes any additional technology costs
including costs to
       develop, maintain, enhance or host your platform. If not, also tell us
why not.
General

15.    Please add where appropriate in the prospectus, including in a
standalone section in the
       prospectus summary, additional detail regarding your relationship with
parent company
       V-Cube, Inc. and whether and how such relationship is expected to change
following the
       offering. Disclose the extent to which you have relied and/or expect to
continue to rely
       upon V-Cube, Inc. for financing and other resources, and highlight
overlapping director
       and officer relationships and any resulting conflicts of interest. In
this regard, we note that
       your corporate website identified at page 7 states that, as a    V-cube
company,    you
          leverage V-cube   s immense talents and resources all over the world.
   If any agreements
       have been or will be entered into with V-Cube, Inc. in connection with
the offering,
       describe their material terms.
16.    Please provide us with supplemental copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       have presented or expect to present to potential investors in reliance
on Section 5(d) of the
       Securities Act.
 August 21, 2024
Page 5

       Please contact Scott Stringer at 202-551-3272 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rebekah Reed at 202-551-5332 or Taylor Beech at 202-551-4515 with any
other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services
cc:   Ying Li