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United States securities and exchange commission logo
September 19, 2023
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. 2 to
Draft Registration Statement on Form F-1
Submitted September
14, 2023
CIK No. 0001983550
Dear William Lim:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
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 our comments apply 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 these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Capitalization, page 3
1. We note your response
to comment 3 stating that you have repaid all the related party
payables indebtedness
as of June 30, 2023. It appears you have a related party payable of
$40,197 as of June 30,
2023 per the balance sheet on page F-23 and Note 12 on page F-
37. Please revise the
table to incorporate your related party payables indebtedness as part
of your capitalization.
Refer to Item 4(a) of Form F-1 and Item 3.B of Form 20-F.
William Lim
FirstName LastNameWilliam
Trident Digital Tech HoldingsLim
Ltd.
Comapany 19,
September NameTrident
2023 Digital Tech Holdings Ltd.
September
Page 2 19, 2023 Page 2
FirstName LastName
2. Please tell us your consideration of providing pro forma information
regarding the
issuance of 89,795,000 shares of Class B Ordinary Shares on July 4,
2023 in connection
with your reorganization, or revise to reflect the issuance as a
separate column in the
tabular disclosure before Pro Forma As Adjusted column. Refer to Rule
11-01(a)(8) of
Regulation S-X.
Our post-offering memorandum and articles of association and the deposit
agreement provide
that the United States District Court . . ., page 26
3. Please revise your disclosure to state that with respect to Securities
Act claims, investors
cannot waive compliance with the federal securities laws and the rules
and regulations
thereunder. In this 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.
Description of Share Capital, page 87
4. Please revise here and in your Description of American Depositary
Shares section to
reflect the exclusive forum provisions discussed in the risk factor
disclosure on pages 26
and 27.
You may contact Stephen Kim at (202) 551-3291 or Angela Lumley at (202)
551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at (202) 551-6022 or Dietrich King at (202) 551-8071 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Stephanie Tang