SEC Comment Letter 0000000000-23-011122 to Trident Digital Tech Holdings Ltd (TDTH)
Trident Digital Tech Holdings Ltd
Date: Oct. 11, 2023 · CIK: 0001983550 · Accession: 0000000000-23-011122
AI Filing Summary & Sentiment
File numbers found in text: 333-274857
Letter
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.
FirstName LastNameWilliam Lim Comapany NameTrident Digital Tech Holdings Ltd. October 11, 2023 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Trade & Services cc: Stephanie Tang
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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.
FirstName LastNameWilliam Lim
Comapany NameTrident Digital Tech Holdings Ltd.
October 11, 2023 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Trade & Services
cc: Stephanie Tang