October 22, 2024

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

       Re: TEN Holdings, Inc.
           Registration Statement on Form S-1
           Filed October 11, 2024
           File No. 333-282621
Dear Randolph Wilson Jones III:

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

        Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed October 11, 2024
Risk Factors
Risks Relating to Our Capital Stock and Trading
There may be substantial sales of our common stock by the Selling
Stockholders..., page 26

1.     Please enhance this risk factor to acknowledge, if true, that the
selling stockholders
       acquired the resale shares for less than the anticipated price of the
shares to be sold in
       the IPO, and thus may accept a lower price for such resale shares.
Clarify, if true, that
       the lock-up arrangements applicable to 5% or greater shareholders will
not apply to
       the selling stockholders with respect to the resale shares, and revise
to discuss the
       related risks. Make conforming revisions where lock-up arrangements are
discussed
       elsewhere through the primary and resale offering prospectuses.
 October 22, 2024
Page 2
Use of Proceeds, page 29

2.     You disclose the initial public offering price range. Please fill in the
related blanks
       throughout the filing, including, but not limited to, blanks in these
sections: Use of
       Proceeds (page 29), Capitalization (page 31), Dilution (page 32) and
Other Expenses
       of Issuance and Distribution (page II-1).
Dilution, page 32

3.     Please explain how you computed the net tangible book value as of June
30, 2024,or
       revise as necessary. In this regard, you reported net assets (equivalent
to stockholders'
       equity) as of June 30, 2024 of $225,000 less intangible assets of
$3,536,000.
Business
Responses to COVID-19, page 51

4.     We note your response to prior comment 4. Please revise this section to
explain, as
       you have done in your response letter, how you determined that
approximately 43% of
       your 2021 revenues and events supported to date could be "partly
attributable" to the
       impact of COVID-19.
Principal Stockholders, page 59

5.     Revise to disclose the natural person(s) that exercise voting and/or
dispositive power
       over the shares held by the entities listed on pages 59 and Alt-2 and in
the footnotes.
       Please also disclose whether any of the natural persons have had a
material
       relationship with the company or any of its predecessors or affiliates
within the past
       three years. Refer to Question 140.02 of our Regulation S-K Compliance
and
       Disclosure Interpretations.
Description of Our Securities, page 61

6.     Revise here and your risk factors to discuss the super majority voting
requirements to
       amend your Articles of Incorporation and Bylaws, the advance notice
requirements
       for stockholder proposals, and the limitations on who may call special
meetings of
       stockholders.
7.     We note that Article XIII of your Certificate of Incorporation filed as
Exhibit 3.1
       identifies the Supreme Court of the State of Nevada (or, if the Supreme
Court of the
       State of Nevada lacks subject matter jurisdiction, another state or
federal court sitting
       in the State of Nevada) as the exclusive forum for certain litigation,
including any
       "derivative action." Please describe this provision and disclose whether
it applies to
       actions arising under the Securities Act or Exchange Act. If so, please
state that there
       is uncertainty as to whether a court would enforce such provision and
include
       appropriate risk factor disclosure. If the provision applies to
Securities Act claims,
       please also state that investors cannot waive compliance with the
federal securities
       laws and the rules and regulations thereunder. In that regard, we note
that Section 22
       of the Securities Act creates concurrent jurisdiction for federal and
state courts over
       all suits brought to enforce any duty or liability created by the
Securities Act or the
       rules and regulations thereunder.
 October 22, 2024
Page 3
Unaudited Consolidated Financial Statements as of and for the Six Months Ended
June 30,
2024 and 2023
Note 2. Summary of Significant Accounting Policies
Intangible Assets, Net , page F-10

8.     You disclose you are applying ASC 985-20. In response to comment 12 in
our letter
       dated August 21, 2024, you indicated you were applying ASC 350-40.
Please explain
       the discrepancy or revise accordingly.
Resale Prospectus Cover Page, page Alt

9.     Your statement here and on page Alt-3 that the selling stockholders will
sell at the
       fixed price at which you sell shares in the IPO is inconsistent with the
subsequent
       statement that the resale shares may only be sold "once, and if, [y]our
shares of
       common stock are listed on [Nasdaq]." If it is accurate that the resale
shares may only
       be sold once the IPO has closed and your common stock is traded on
Nasdaq, please
       revise to make this clear and to remove any suggestion that resale
shares will be sold
       prior to the consummation of the IPO. For example, at pages Alt-1 and
Alt-2 you state
       that the firm commitment public offering will happen "concurrently" with
the resale
       offering.
Selling Stockholders, page Alt-2

10.    While we note your statement that "no material relationships exist
between any of the
       Selling Stockholders, nor have any such material relationships existed
within the past
       three years," except for the relationship with V-Cube, Inc., we also
note that Eastern
       Nations Trading Pte. Ltd. received their shares "in consideration of
advisory services
       and technology implementation services." Please explain to us your
consideration of
       disclosing the nature of this relationship pursuant to Item 507 of
Regulation S-K, or
       enhance the disclosure in this section accordingly.
General

11.    We note the addition of the resale prospectus to the registration
statement. Please
       provide us with a detailed analysis as to why you believe that the
resale transaction is
       appropriately characterized as a secondary offering, rather than a
primary offering in
       which the selling stockholders are acting as conduits in a distribution
to the public and
       are therefore underwriters selling on your behalf. For guidance, refer
to Securities Act
       Rule Compliance and Disclosure Interpretations Question 612.09. Include
the
       following information in your analysis:
           Provide additional detail regarding the background and nature of the
transactions
           by which the selling stockholders, particularly Eastern Nations
Trading Pte. Ltd.,
           came to acquire the shares they beneficially own, including the
price and how it
           was determined. Provide additional detail on the "advisory services
and
           technology implementation services" that Eastern Nations Trading
Pte. Ltd has
           provided to the company, and explain why it received shares through
transfers
           from V-Cube, Inc. rather than issuances by the company.
           Clarify whether the underwriter had any role in facilitating the
primary sales
           and/or transfers of shares to the selling stockholders.
 October 22, 2024
Page 4

             Disclose the nature of the selling stockholders' businesses.
             Explain why you decided to include a resale component at this time
and how you
           determined the number of shares to be sold through the resale
offering relative to
           the IPO.
             Clarify whether the selling stockholders are subject to lock-up
arrangements with
           respect to the resale shares, as we note that your disclosure
throughout the
           prospectus is unclear on this point. If not, explain why this is the
case and whether
           the underwriter sought to have the resale shares subject to lock-up
provisions.
             Tell us why the underwriter believes it will be able to
successfully place the
           securities to be sold in the IPO and facilitate the creation of a
public market in
           your securities in light of the secondary offering. In this regard,
we note your
           statement at page 26 that "each of the Selling Stockholders have
agreed...that they
           will immediately consider selling some portion...of their respective
Resale Shares
           if requested by the underwriters, in order to create an orderly,
liquid market for
           our common stock." Explain why the underwriters may "request" that a
market for
           the shares be facilitated through the resale offering rather than
solely through the
           firm commitment IPO.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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