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United States securities and exchange commission logo
April 4, 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. 6 to
Registration Statement on Form F-1
Filed March 18,
2024
File No. 333-274857
Dear William Lim:
We have reviewed your amended 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.
Unless we note otherwise,
any references to prior comments are to comments in our March 14, 2024
letter.
Amendment No. 6 filed March 18, 2024
Underwriting
Pricing of the Offering, page 120
1. We note your pricing
disclosure does not reference consideration of the private placement
of 25,000,000 Class B
ordinary shares, at an aggregate purchase price of $15,750,000, that
closed on February 2,
2024. Please clarify whether that transaction was considered in
determining the price
per share for the IPO.
General
2. We note your response
to our prior comment and reissue it in part. Regarding our
concerns that the
proposed resale transaction could be an indirect primary offering, to help
us better understand
your position that the transaction should not be so characterized,
William Lim
Trident Digital Tech Holdings Ltd.
April 4, 2024
Page 2
please provide us with the following information:
Please tell us how the parties to the private placement determined
the sales price of
$0.63 per share. Your response cited business factors that presumably
supported the
valuation in some manner, but your response did not address
specifically how the
parties decided on a price of $0.63 per share. Please tell us how
they determined that
price. We note that, on a per share basis, this price is within the
price range in your
prospectus dated March 18, 2024.
Please tell us how the parties determined the number of shares to be
sold via the
private placement relative to the number of shares to be offered in
the primary
offering. In this regard, we note that you are only offering
1,800,000 ADSs
representing 14,400,000 Class B ordinary shares while the selling
securityholder is
offering 3,125,000 ADSs representing 25,000,000 Class B ordinary
shares.
Please tell us why the selling security holder is not subject to the
lock-up
arrangements described in the prospectus for the initial public
offering. In this regard,
although your response articulates the rationale for the leak-out
agreement, it does not
address the basis on which you concluded the selling security should
not be subject to
the lock-up arrangement in the first place. In addition, please tell
us how the parties
determined that 1,925,000 of the selling security holder's 3,125,000
ADSs would not
be subject to any resale restrictions.
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
April 4, 2024 Page 2
cc: Stephanie Tang
FirstName LastName