As filed with the Securities and Exchange Commission on January 9, 2026
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Trident Digital Tech Holdings Ltd
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Suntec Tower 3,
8 Temasek Boulevard Road, #24-03
Singapore, 038988
+65 6513 6868
(Address, including zip code, of Principal Executive Offices)
2023 Equity Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Soon
Huat Lim
Chief Executive Officer
Trident Digital Tech Holdings Ltd
Suntec Tower 3,
8 Temasek Boulevard Road, #24-03
Singapore, 038988
+65 6513 6868
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☒ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement is filed by Trident Digital Tech Holdings Ltd (the “Registrant”) to register additional securities issuable pursuant to the Second Amended and Restated 2023 Equity Incentive Plan and consists of only those items required by General Instruction E to Form S-8.
At its annual general meeting of shareholders on December 23, 2025, the Registrant approved and adopted the Second Amended and Restated 2023 Equity Incentive Plan to adjust the number of shares available for awards to 230,191,250 Class B ordinary shares. Based on the above, the additional securities registered hereby consist of 230,191,250 Class B ordinary shares.
In accordance with General Instruction E to Form S-8, the registration statement on Form S-8 (File No. 333-284116), as filed with the Securities and Exchange Commission (the “Commission”) on January 2, 2025, as amended and filed with the Commission on January 9, 2026 is incorporated herein by reference, except as otherwise set forth herein.
1
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 107* | Filing Fee Table |
| * | Filed herewith. |
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on January 9, 2026.
| Trident Digital Tech Holdings Ltd | |||
| By: | /s/ Soon Huat Lim | ||
| Name: | Soon Huat Lim | ||
| Title: | Chairman and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated:
| Signature | Title | Date | |||
| /s/ Soon Huat Lim | Chairman and Chief Executive Officer | January 9, 2026 | |||
| Name: | Soon Huat Lim | (principal executive officer) | |||
| * | Chief Financial Officer | ||||
| Name: | Haiyan Huang | (principal financial officer and | January 9, 2026 | ||
| principal accounting officer) | |||||
| * | Chief Technology Officer and Director | January 9, 2026 | |||
| Name: | Poh Kiong Tan | ||||
| * | Independent director | January 9, 2026 | |||
| Name: | How Teck Lim | ||||
| * | Independent director | January 9, 2026 | |||
| Name: | Noi Keng Koh | ||||
| * | Independent director | January 9, 2026 | |||
| Name: | Chwee Koh Chua | ||||
| * By: | /s/ Soon Huat Lim | ||
| Name: | Soon Huat Lim | ||
| Title: | Attorney-in-fact | ||
3
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Trident Digital Tech Holdings Ltd, has signed this registration statement or amendment thereto in New York on January 9, 2026.
| Authorized U.S. Representative | |||
| By: | /s/ Colleen A. De Vries | ||
| Name: | Colleen A. De Vries | ||
| Title: | Senior Vice President for and on behalf of Cogency Global Inc. | ||
4
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Notes | Fee Calculation Rule |
Amount Registered | Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||
| (1) | $ | $ | $ | ||||||||||||||||
| Total Offering Amounts: | $ | ||||||||||||||||||
| Total Fee Offsets: | |||||||||||||||||||
| Net Fee Due: | $ | ||||||||||||||||||
__________________________________________
Offering Note(s)
| (1) | Represents Class B ordinary shares, par value US$0.00001 per share to be issued upon exercise of awards to be granted under the 2023 Equity Incentive Plan, as amended and restated. Estimated solely for the purpose of determining the amount of registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high ($0.536) and low ($0.36) prices for the Registrant’s ADS on the Nasdaq Capital Market on January 5, 2026, and adjusted for the ADS-to-Class B ordinary share ratio. |