View:
United States securities and exchange commission logo
October 11, 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.
Registration
Statement on Form F-1
Filed October 4,
2023
File No. 333-274857
Dear William Lim:
We have reviewed your
registration statement and have the following comments.
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 F-1
Risk Factors
ADS holders may not be entitled to a jury trial . . ., page 30
1. We note your
representation on 107 that the jury trial waiver provision "continues to apply
to claims that arise
during the period when a holder holds the ADSs, whether the ADS
holder purchased the
ADSs in this offering or secondary transactions, even if the ADS
holder subsequently
withdraws the underlying Class A ordinary shares." Please also
revise your risk factor
disclosure here to similarly address that the jury trial waiver
provision would apply
to purchasers in secondary transaction and even if an ADS holder
were to withdraw the
ordinary shares.
Description of Share Capital, page 88
2. We note your response
to comment 4 and reissue in part. Please also revise here to reflect
the exclusive forum
provisions discussed in the risk factor disclosure on pages 26 and 27.
William Lim
Trident Digital Tech Holdings Ltd.
October 11, 2023
Page 2
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
October 11, 2023 Page 2
cc: Stephanie Tang
FirstName LastName