View:
United States securities and exchange commission logo
February 13, 2024
William Lim
Chief Executive Officer
Trident Digital Tech Holdings Ltd.
Suntec Tower 3
8 Temasek Boulevard Road, #24-03
Singapore, 038988
Re: Trident Digital
Tech Holdings Ltd.
Amendment No. 4 to
Registration Statement on Form F-1
Filed February 7,
2024
File No. 333-274857
Dear William Lim:
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.
Amendment No. 4 to Registration Statement on Form F-1
Cover Page
1. We note your addition
of the selling security holder transaction to the registration
statement. Please tell
us why this transaction is not an indirect primary offering that is part
of the distribution
constituting your initial public offering. In this regard, we note the
selling security holder
does not appear to be subject to any of the lock-up provisions
described in the
prospectus and can sell at the same time as the underwriter for the firm
commitment offering,
for the same price, and in an amount of securities that is nearly
double the amount to be
offered through the underwriter. We also note that both the firm
commitment offering and
the selling security holder transaction are conditioned on listing
approval, and in the
first paragraph on the prospectus cover page for the firm commitment
offering you describe
both transactions as being part of the same offering. If the selling
security holder is
engaged in an indirect primary offering, then the selling security holder
would be a statutory
underwriter under Section 2(a)(11) of the Securities Act of 1933, as
William Lim
Trident Digital Tech Holdings Ltd.
February 13, 2024
Page 2
amended, as must therefore be identified in the prospectus as an
underwriter (N.B., "may"
language would be insufficient). In addition, as a statutory underwriter
conducting an
indirect primary offering, the selling security holder would need to
offer and sell its
securities at a fixed price for the duration of the offering; it would
not be possible for it to
sell at market prices later. For guidance, please refer to Question
612.09 of our Securities
Act Rule Compliance and Disclosure Interpretations, which is available
on our website.
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 Rucha Pandit at 202-551-6022 or Dietrich King at
202-551-8071 with
any questions.
Sincerely,
FirstName LastNameWilliam Lim
Division of
Corporation Finance
Comapany NameTrident Digital Tech Holdings Ltd.
Office of Trade
& Services
February 13, 2024 Page 2
cc: Stephanie Tang
FirstName LastName