Trident Digital Tech Holdings Ltd American Depository Shares (TDTH)
Filed: 14 Feb 25, 4:05pm
| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Trident Digital Tech Holdings Ltd (Name of Issuer) |
Class B Ordinary Shares, par value $0.00001 per share (Title of Class of Securities) |
89616X106 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 89616X106 |
| 1 | Names of Reporting Persons Soon Huat Lim | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SINGAPORE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 276,239,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 53.50 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) Represents 50,000,000 Class A ordinary shares of the Issuer (as defined below) held by Trident Digital Tech, 124,428,571 Class B ordinary shares of the Issuer held by Tri Wealth and 101,811,428 Class B ordinary shares of the Issuer held by Trident Group Holdings. Trident Digital Tech, Tri Wealth and Trident Group Holdings are all wholly owned and controlled by Mr. Soon Huat Lim.
(2) Calculation of the percentage is based on 50,000,000 Class A ordinary shares of the Issuer and 466,364,286 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2024. Each holder of Class A ordinary shares is entitled to 60 votes per share and each holder of Class B ordinary shares is entitled to one vote per share on all matters submitted to them for a vote. Class A ordinary shares are convertible at any time by the holder thereof into Class B ordinary shares on a one-for-one basis. Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances.
SCHEDULE 13G |
| CUSIP No. | 89616X106 |
| 1 | Names of Reporting Persons Trident Digital Tech Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 50,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.68 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) Represents 50,000,000 Class A ordinary shares of the Issuer held by Trident Digital Tech Ltd. Trident Digital Tech Ltd is wholly owned and controlled by Mr. Soon Huat Lim.
(2) Calculation of the percentage is based on 50,000,000 Class A ordinary shares of the Issuer and 466,364,286 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2024. Each holder of Class A ordinary shares is entitled to 60 votes per share and each holder of Class B ordinary shares is entitled to one vote per share on all matters submitted to them for a vote. Class A ordinary shares are convertible at any time by the holder thereof into Class B ordinary shares on a one-for-one basis. Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances.
SCHEDULE 13G |
| CUSIP No. | 89616X106 |
| 1 | Names of Reporting Persons Tri Wealth Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 124,428,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 24.10 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) Represents 124,428,571Class B ordinary shares of the Issuer held by Tri Wealth Ltd. Tri Wealth Ltd is wholly owned and controlled by Mr. Soon Huat Lim.
(2) Calculation of the percentage is based on 50,000,000 Class A ordinary shares of the Issuer and 466,364,286 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2024. Each holder of Class A ordinary shares is entitled to 60 votes per share and each holder of Class B ordinary shares is entitled to one vote per share on all matters submitted to them for a vote. Class A ordinary shares are convertible at any time by the holder thereof into Class B ordinary shares on a one-for-one basis. Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances.
SCHEDULE 13G |
| CUSIP No. | 89616X106 |
| 1 | Names of Reporting Persons Trident Group Holdings Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 101,811,428.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 19.72 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) Represents 101,811,428 Class B ordinary shares of the Issuer held by Trident Group Holdings Ltd. Trident Group Holdings Ltd is wholly owned and controlled by Mr. Soon Huat Lim.
(2) Calculation of the percentage is based on 50,000,000 Class A ordinary shares of the Issuer and 466,364,286 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2024. Each holder of Class A ordinary shares is entitled to 60 votes per share and each holder of Class B ordinary shares is entitled to one vote per share on all matters submitted to them for a vote. Class A ordinary shares are convertible at any time by the holder thereof into Class B ordinary shares on a one-for-one basis. Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Trident Digital Tech Holdings Ltd | |
| (b) | Address of issuer's principal executive
offices: Suntec Tower 3, 8 Temasek Boulevard Road, #24-03, Singapore, 038988 | |
| Item 2. | ||
| (a) | Name of person filing: (1) Soon Huat Lim ("Mr. Lim")
(2) Trident Digital Tech Ltd ("Trident Digital Tech")
(3) Tri Wealth Ltd ("Tri Wealth")
(4) Trident Group Holdings Ltd ("Trident Group Holdings")
Ms. Lim, Trident Digital Tech, Tri Wealth and Trident Group Holdings (collectively, the "Filing Persons") have entered into a joint filing agreement dated February 14, 2025 (the "Joint Filing Agreement"), a copy of which is filed with this Schedule 13G as Exhibit 99.1. Pursuant to the Joint Filing Agreement, the Filing Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Act. | |
| (b) | Address or principal business office or, if
none, residence: (1) Mr. Lim: c/o Suntec Tower 3, 8 Temasek Boulevard Road, #24-03, Singapore, 038988.
(2) Trident Digital Tech: Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
(3) Tri Wealth: Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
(4) Trident Group Holdings: Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. | |
| (c) | Citizenship: (1) Mr. Lim: Republic of Singapore
(2) Trident Digital Tech: British Virgin Islands
(3) Tri Wealth: British Virgin Islands
(4) Trident Group Holdings: British Virgin Islands | |
| (d) | Title of class of securities: Class B Ordinary Shares, par value $0.00001 per share | |
| (e) | CUSIP No.: 89616X106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class: The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
Calculation of the percentage is based on 50,000,000 Class A ordinary shares of the Issuer and 466,364,286 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2024. Each holder of Class A ordinary shares is entitled to 60 votes per share and each holder of Class B ordinary shares is entitled to one vote per share on all matters submitted to them for a vote. Class A ordinary shares are convertible at any time by the holder thereof into Class B ordinary shares on a one-for-one basis. Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information required by Items 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the
vote: The information required by Items 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information required by Items 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information required by Items 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
1 Joint Filing Agreement Dated February 14, 2025 |