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 November 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 ☐
Related Party Promissory Note
On October 31, 2026, Trident
Digital Tech Holdings Ltd (the “Company”) issued a demand grid promissory note (the “Note”)
to Soon Huat Lim, the Company’s Chairman and Chief Executive Officer (the “Lender”), evidencing working
capital loans previously advanced, and that may from time to time be advanced, by the Lender to the Company. As of October 31, 2026, the
principal amount outstanding under the Note was approximately US$5,125,000. The Note represents a direct, unsecured obligation of the
Company, payable at any time on written demand by the Lender.
Debt Conversion Agreement
On November 6, 2026, the
Company entered into a Debt Conversion Agreement (the “Conversion Agreement”) with the Lender, pursuant to which
US$3,000,000 of indebtedness under the Note (the “Debt”) will be converted into 4,615,384 Class B ordinary shares
of the Company, par value US$0.0024 per share (the “Consideration Shares”), at a conversion price of US$0.65
per share. The Debt shall be deemed discharged and paid in full upon issuance of the Consideration Shares to the Lender, and the remainder
of the Note shall remain outstanding in accordance with its terms.
The Consideration Shares
have not been registered under the Securities Act of 1933, as amended. The parties contemplate reliance on Section 3(a)(9) and/or Regulation
S, and the Conversion Agreement also references Section 4(a)(2), in each case subject to applicable requirements.
The foregoing descriptions
of the Note and Conversion Agreement are summaries and are qualified in their entirety by reference to the full texts of the Note and
Conversion Agreement, filed as Exhibits 10.1 and 10.2, respectively, to this Report on Form 6-K.
On November 12, 2026, the
Company issued a press release announcing its entry into the Conversion Agreement. A copy of the press release is furnished as Exhibit
99.1 to this Report on Form 6-K.
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.
Exhibit Index
Exhibit
Number |
|
Exhibit Title |
| 10.1 |
|
Promissory Note, dated October 31, 2026 |
| 10.2 |
|
Debt Conversion Agreement, dated November 6, 2026 |
| 99.1 |
|
Press Release, dated November 12, 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: November 12, 2026 |
|
|
Exhibit 99.1
Trident Eliminates US$3 Million of Debt Through
Founder Equity Conversion
Executed agreement converts US$3 million of
founder loans into restricted Class B ordinary
shares in place of cash repayment, bringing total founder debt converted to equity in 2026
to
US$11 million and strengthening shareholders’ equity
SINGAPORE, November 12, 2026 — Trident
Digital Tech Holdings Ltd (Nasdaq: TDTH) (“Trident” or the “Company”), a Singapore-headquartered digital infrastructure
and technology holding company, today announced that it has executed a Debt Conversion Agreement with its Founder, Chairman and Chief
Executive Officer, Soon Huat Lim, and has converted US$3 million of outstanding founder indebtedness into 4,615,384 restricted Class B
ordinary shares of the Company.
The conversion removes US$3 million of debt from
Trident’s balance sheet without the use of Company cash. The converted amount represents more than half of the approximately US$5
million in working capital loans Mr. Lim had advanced to the Company as of October 31, 2026. Every dollar converted moves from liabilities
to shareholders’ equity, preserving cash for operations and growth.
The agreement required no shareholder vote. Upon
issuance of the shares, the debt was deemed discharged and paid in full. The shares were issued as restricted securities that have not
been registered under the Securities Act of 1933.
A Pattern of Founder Commitment
Today’s announcement extends a consistent
record of founder support for Trident in 2026. In July, Mr. Lim converted US$8 million of founder indebtedness into restricted Class B
ordinary shares. In October, the Company announced his open-market purchase of Trident shares. With this agreement, total founder debt
converted to equity in 2026 reaches US$11 million, and Mr. Lim has again chosen equity in Trident over repayment in cash.
“I have funded this Company because I believe
in what we are building, and I am converting that funding into equity because I believe in where it is going,” said Soon Huat Lim,
Founder, Chairman and Chief Executive Officer of Trident. “Taking shares instead of cash keeps capital inside the business, strengthens
our balance sheet and puts my interests exactly where our shareholders’ interests are. Trident is executing, and I intend to be
invested alongside every shareholder as that execution turns into results.”
Stronger Balance Sheet for Execution
A lower debt load and higher shareholders’
equity give Trident greater financial flexibility as it advances its operating platforms. These include TDTHAI, the Company’s enterprise
artificial intelligence business; the IRMA Engine Asia joint venture with Digital Innovations Group, covering Asia, the Middle East and
Africa; and Trident Aliska Digital Tech Ghana Ltd., which operates the Sikaflow platform and supports the Ghana Revenue Authority digital
tax platform launched on June 24, 2026.
Additional details regarding the promissory note
and the Debt Conversion Agreement are available in the Company’s Report on Form 6-K filed with the U.S. Securities and Exchange
Commission.
About Trident Digital Tech Holdings Ltd
Trident Digital Tech Holdings Ltd is a Singapore-headquartered
digital infrastructure holding company focused on building and operating sovereign-scale technology platforms across emerging markets.
The Company’s businesses include TDTHAI, its enterprise artificial intelligence platform, and the IRMA Engine Asia joint venture.
Through Trident Aliska Digital Tech Ghana Ltd., the Company operates the Sikaflow platform and supports the Ghana Revenue Authority digital
tax platform launched on June 24, 2026. For more information, visit https://tridentity.me.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by words such
as “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,”
“estimates” and similar expressions, and include statements regarding the issuance of shares under the Debt Conversion Agreement,
the expected effect of the conversion on the Company’s balance sheet and shareholders’ equity, and the Company’s business
strategy and growth plans. Forward-looking statements involve inherent risks and uncertainties, and actual results may differ materially
from those expressed or implied. Further information regarding these and other risks is included in the Company’s filings with the
U.S. Securities and Exchange Commission, including its annual report on Form 20-F. All information in this press release is as of the
date hereof, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
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