UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2026
Commission
File Number: 001-41848
Trident
Digital Tech Holdings Ltd
(Exact
name of registrant as specified in its charter)
Suntec
Tower 3,
8
Temasek Boulevard Road, #24-03
Singapore,
038988
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Entry
into Securities Purchase Agreement and Closing of Private Placement
On September 8, 2026, Trident Digital Tech Holdings Ltd (the “Company”)
entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain non-U.S. investors
(the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of 20,000,000
Class B ordinary shares of the Company (the “Private Placement”), par value US$0.0024 per share (the “Shares”),
at a purchase price of US$0.40 per Share, for aggregate gross proceeds of US$8.0 million (the “Purchase Price”). The
Purchasers may pay the Purchase Price in U.S. dollars, Tether (“USDT”), USD Coin (“USDC”) or any
combination thereof, in accordance with the terms of the Securities Purchase Agreement. The Securities Purchase Agreement contains customary
representations, warranties and covenants of the Company and the Purchasers.
On September 8, 2026, the Company completed the closing of the Private
Placement and issued an aggregate of 20,000,000 Shares to the Purchasers against payment of the Purchase Price. A portion of the purchase
price was paid in USDT and USDC, each of which was valued at and treated as functionally equivalent to U.S. dollars on a 1:1 basis pursuant
to the Securities Purchase Agreement. The Company currently intends to use the net proceeds from the Private Placement for its digital
asset reserve, working capital and/or general corporate purposes.
The
offer and sale of the Shares were made in offshore transactions to non-U.S. persons in reliance on the exemption from registration provided
by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the sale of
the Shares, the Company relied on the representations of each Purchaser, including, as applicable, that such Purchaser is not a U.S.
person and was acquiring the Shares in an offshore transaction in compliance with Regulation S. The Shares have not been registered under
the Securities Act or any applicable state securities laws and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the Securities Act.
The
foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Securities Purchase Agreement, a form of copy of which is filed as Exhibit 10.1 to this Report on Form 6-K and
incorporated herein by reference.
Immediately after the closing of the Private Placement, the Company
had a total of 28,542,617 Class B ordinary shares issued and outstanding, including 20,000,000 Class B ordinary shares issued in the Private
Placement.
On September 9, 2026, the Company issued a press release announcing
the pricing and closing of the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K
and is incorporated herein by reference.
Incorporation by Reference
This Report on Form 6-K is hereby incorporated by reference into (i)
the registration statement on Form F-3 of the Company (File Number 333-298224), as amended, and (ii) the registration statements on Form
S-8 of the Company (File Numbers 333-293439, 333-284116, and 333-292667), as amended, and into the prospectuses outstanding under the
foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The information in the attached Exhibit
99.1 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, and shall not be incorporated
by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such filing.
Exhibit Index
| Exhibit
No. |
|
Description |
| Exhibit 10.1 |
|
Form of Securities Purchase Agreement, dated September 8, 2026 |
| Exhibit 99.1 |
|
Press Release, dated September 9, 2026 |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Trident
Digital Tech Holdings Ltd |
| |
|
|
| |
By: |
/s/
Soon Huat Lim |
| |
|
Name: |
Soon
Huat Lim |
| |
|
Title: |
Chairman
and Chief Executive Officer |
| |
|
|
| Date: September 9, 2026 |
|
|
Exhibit 99.1
Trident Digital Tech Holdings (Nasdaq: TDTH)
Closes US$8 Million Private Placement to Fund Execution of Its Digital Infrastructure and Enterprise AI Strategy
SINGAPORE, September 9, 2026 (GLOBE NEWSWIRE)
-- Trident Digital Tech Holdings Ltd. (Nasdaq: TDTH) (“Trident” or the “Company”), a Singapore-headquartered digital
infrastructure and technology holding company, today announced the closing of a private placement of 20,000,000 Class B ordinary shares
(the “Purchased Shares”) at a purchase price of US$0.40 per share, for aggregate gross proceeds of US$8.0 million (including
purchases made in USDT and USDC) (the “Private Placement”).
The Private Placement was completed pursuant to
a securities purchase agreement dated September 8, 2026. The Company intends to use the net proceeds for its digital assets reserve, working
capital and general corporate purposes, including the continued execution of its digital infrastructure, enterprise AI and government
technology initiatives across Africa and the Asia-Pacific region.
“This financing materially strengthens our
balance sheet at an important stage of Trident’s transformation into a diversified digital infrastructure and AI holding company,”
said Soon Huat Lim, Founder, Chairman and Chief Executive Officer of Trident. “Combined with the capital structure initiatives our
shareholders approved in July, the new capital positions the Company to fund the execution of Ghana’s digital tax platform and the
IRMA Asia joint venture.”
The Purchased Shares issued in the Private Placement
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws,
and were offered and sold in reliance on the exemption from registration provided by Regulation S and Section 4(a)(2) under the Securities
Act. The Purchased Shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration
requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Purchased
Shares issued in the Private Placement are restricted securities and may not be resold except in compliance with applicable securities
laws and applicable holding period requirements.
After the closing of the Private Placement, the
Company had a total of 28,542,617 Class B ordinary shares issued and outstanding, comprising 8,542,617 Class B ordinary shares issued
and outstanding immediately prior to the closing and 20,000,000 Class B ordinary shares issued in the Private Placement.
Further details of the Private Placement will
be included in a Report on Form 6-K to be filed by the Company with the U.S. Securities and Exchange Commission.
About Trident Digital Tech Holdings Ltd.
Trident Digital Tech Holdings Ltd. (Nasdaq: TDTH)
is a Singapore-headquartered digital infrastructure holding company focused on building and operating sovereign-scale technology platforms
across emerging markets. The Company’s strategy centers on entering high-growth economies through trusted digital identity infrastructure
and expanding across adjacent verticals spanning government technology, artificial intelligence, cybersecurity, digital commerce, agritech,
and transaction-driven services. Trident’s active initiatives include national digital identity mandates, MSME digital tax formalization
platforms, enterprise AI deployment, and cybersecurity solutions across Africa and the Asia-Pacific region. With active operations and
strategic initiatives in Ghana and Asia-Pacific markets, Trident is positioning itself to capitalize on one of the world’s largest
long-term opportunities in digital transformation infrastructure, enterprise AI deployment, and sovereign-scale technology modernization.
For more information, visit: https://tridentity.me
Forward-Looking Statements
This announcement contains statements that may
constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “aims,” “targets,” “projects,” “future,” “intends,”
“plans,” “believes,” “estimates,” “likely to,” “potential,” “continue,”
and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities
and Exchange Commission (the “SEC”), in its annual report to shareholders, in announcements and other written materials, and
in oral statements made by its officers, directors, or employees to third parties. Statements that are not historical facts, including
statements about the Company’s beliefs, plans and expectations, are forward-looking statements. This announcement contains forward-looking
statements regarding the Company’s strategic initiatives, expansion plans, projected market opportunities, anticipated platform
adoption, onboarding targets, projected revenue opportunities, operational deployment expectations, platform scalability, monetization
opportunities, AI integration opportunities, strategic partnerships, potential acquisitions, regulatory developments, government contracting
processes, and future business performance.
Forward-looking statements involve inherent risks
and uncertainties, many of which are beyond the Company’s control. A number of factors could cause actual results to differ materially
from those contained in any forward-looking statement, including but not limited to the following: materialization and implementation
of the Company’s strategic initiatives; potential adverse reactions or changes to business relationships; adverse changes in general
economic or market conditions; any actions by third parties including government agencies; the expected growth of the digital solutions
market; cybersecurity risks; the geopolitical, economic, social and legal developments in the jurisdictions that the Company operates
in or in which the Company intends to expand its business and operations; the Company’s ability to maintain and enhance its brand.
Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided
in this announcement is as of the date of this announcement, and the Company does not undertake any obligation to update any forward-looking
statement, except as required under applicable law.
PR & Media Contact
Phoenix MGMT & Consulting
Press@PhoenixMGMTConsulting.com | 888-228-0122
Investor Relations Inquiries
Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor, New York,
New York 10036
Office: (646) 893-5835 | Email: investor@tridentity.me
