Trident Digital Tech (TDTH) CEO eyes $8M debt conversion into 901M Class B shares

Rhea-AI Filing Summary

Trident Digital Tech Holdings Ltd disclosed that Chief Executive Officer Lim Soon Huat is involved in a debt-for-equity arrangement. The company owes him $8,000,000 as of June 30, 2026 and proposes to repay this debt by converting it into 901,408,450 Class B Ordinary Shares at a conversion price of $0.008875 per share, rounded to $0.0089 in the table. This conversion and share issuance are governed by a Share Subscription Agreement and remain subject to board and shareholder approval, with the board already approving the agreement and recommending a vote in favor at a shareholders meeting on July 8, 2026.

Following the reported transaction, Lim is shown as directly holding 993,484,916 Class B Ordinary Shares. In addition, entities wholly owned and controlled by him hold 124,428,571 Class B Ordinary Shares through Tri Wealth Ltd, 101,811,428 Class B Ordinary Shares through Trident Group Holdings Ltd, and 50,000,000 Class A Ordinary Shares through Trident Digital Tech Ltd as of June 30, 2026. The Class A Ordinary Shares are convertible into Class B Ordinary Shares on a one-for-one basis at his election or upon certain transfers described in the company’s governing documents.

Insights

Equity capital structure analyst

Large debt-to-equity conversion concentrates insider equity subject to approval.

The content shows Trident Digital Tech Holdings Ltd proposing to convert $8,000,000 of debt owed to CEO Lim Soon Huat into 901,408,450 Class B Ordinary Shares at $0.008875 per share. This is structured via a Share Subscription Agreement and classified as an “other” restructuring transaction (code J), rather than a typical market purchase or sale.

The transaction would increase Lim’s direct Class B holdings to 993,484,916 shares, alongside substantial indirect positions and convertible Class A shares. Actual impact depends on shareholder approval and the mechanics in the issuer’s memorandum and articles for converting Class A into Class B. The board has already approved the agreement and recommended shareholder support at the July 8, 2026 meeting, so subsequent disclosures after that date will clarify whether the conversion is completed and how the share structure evolves.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Lim Soon Huat

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares	901,408,450	$0.0089	$8.02M
holding	Class B Ordinary Shares	--	--	--
holding	Class B Ordinary Shares	--	--	--
holding	Class A Ordinary Shares	--	--	--

Holdings After Transaction: Class B Ordinary Shares — 993,484,916 shares (Direct, null); Class B Ordinary Shares — 124,428,571 shares (Indirect, By Tri Wealth Ltd); Class A Ordinary Shares — 50,000,000 shares (Indirect, By Trident Digital Tech Ltd)

Footnotes (1)

1. The Issuer owes Mr. Soon Huat Lim an outstanding debt in the aggregate principal amount of US$8,000,000 as of June 30, 2026 (the "Debt"). Pursuant to the Share Subscription Agreement (Exhibit 99.4 to the Issuer's Form 6-K filed with the SEC on June 30, 2026) ("SSA"), the Issuer proposes to repay the Debt by converting it into 901,408,450 Class B ordinary shares of the Issuer (the "Class B Ordinary Shares"), subject to any share split, division, consolidation, recapitalization and other similar changes, at a per share conversion price of US$0.008875 (the price in Table I is rounded due to field limitations), which is based on the June 18, 2026 closing price of the American depositary shares (each representing 240 Class B Ordinary Shares). Such conversion and issuance are subject to the Issuer's board and shareholders approval. The board has approved the SSA and the transactions contemplated thereunder and has recommended a vote for the same at the shareholders meeting on July 8, 2026. The Class B Ordinary Shares are held by Tri Wealth Ltd, a British Virgin Islands company wholly owned and controlled by the Reporting Person. The Class B Ordinary Shares are held by Trident Group Holdings Ltd, a British Virgin Islands company wholly owned and controlled by the Reporting Person. The Class A Ordinary Shares are held by Trident Digital Tech Ltd, a British Virgin Islands company wholly owned and controlled by the Reporting Person. The Class A Ordinary Shares are convertible at any time at the election of the Reporting Person into Class B Ordinary Shares on a one-for-one basis. Any number of Class A Ordinary Shares held by its holder will be automatically and immediately converted into Class B Ordinary Shares on a one-for-one basis upon certain transfers described in the Issuer's Memorandum and Articles of Association, as amended.

Key Figures

Debt owed to CEO: $8,000,000 principal Shares for debt conversion: 901,408,450 Class B Ordinary Shares Conversion price: $0.008875 per share +5 more

8 metrics

Debt owed to CEO $8,000,000 principal Outstanding as of June 30, 2026

Shares for debt conversion 901,408,450 Class B Ordinary Shares Proposed issuance to repay $8,000,000 debt

Conversion price $0.008875 per share Based on June 18, 2026 ADS closing price

Direct Class B holdings after transaction 993,484,916 shares Non-derivative Class B Ordinary Shares

Indirect Class B via Tri Wealth Ltd 124,428,571 shares Held by Tri Wealth Ltd, controlled by CEO

Indirect Class B via Trident Group Holdings Ltd 101,811,428 shares Held by Trident Group Holdings Ltd, controlled by CEO

Indirect Class A via Trident Digital Tech Ltd 50,000,000 shares Class A, convertible 1:1 into Class B

Restructuring transaction size 901,408,450 shares Code J, restructuringShares in transactionSummary

Key Terms

Share Subscription Agreement, Class B ordinary shares, American depositary shares, recapitalization, +1 more

5 terms

Share Subscription Agreement financial

"Pursuant to the Share Subscription Agreement (Exhibit 99.4 to the Issuer's Form 6-K..."

A share subscription agreement is a written contract in which an investor agrees to buy a specific number of a company's shares at an agreed price and under stated conditions. It matters to investors because it spells out who pays what, when shares are issued, and any protections or obligations for both sides—like a detailed purchase order that clarifies ownership, timing and potential dilution risk so investors know exactly how their stake will be created and protected.

Class B ordinary shares financial

"repay the Debt by converting it into 901,408,450 Class B ordinary shares of the Issuer..."

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

American depositary shares financial

"based on the June 18, 2026 closing price of the American depositary shares..."

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

recapitalization financial

"subject to any share split, division, consolidation, recapitalization and other similar changes..."

Recapitalization is a deliberate change to a company's mix of debt and equity—how much it borrows versus how much is funded by shareholders—accomplished by issuing or repaying debt, buying back shares, or issuing new shares. It matters to investors because it alters the company's risk profile, potential returns and cash flow stability: increasing debt can amplify returns but raises the chance of financial stress, while adding equity can dilute ownership but lower default risk—like swapping between a mortgage and savings to reshape household finances.

convertible financial

"The Class A Ordinary Shares are convertible at any time at the election of the Reporting Person..."

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 06:06 AM Accepted by SEC EDGAR 07/02/2026 - 06:05 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lim Soon Huat

(Last) (First) (Middle)

SUNTEC TOWER 3

8 TEMASEK BLVD RD, #24-03

(Street)

SINGAPORE U0 038988

(City) (State) (Zip)

SINGAPORE

(Country)

2. Issuer Name and Ticker or Trading Symbol
Trident Digital Tech Holdings Ltd [ TDTH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Ordinary Shares	06/30/2026		J		901,408,450(1)	A	$0.0089	993,484,916	D
Class B Ordinary Shares								124,428,571	I	By Tri Wealth Ltd(2)
Class B Ordinary Shares								101,811,428	I	By Trident Group Holdings Ltd(3)
Class A Ordinary Shares								50,000,000	I	By Trident Digital Tech Ltd(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Issuer owes Mr. Soon Huat Lim an outstanding debt in the aggregate principal amount of US$8,000,000 as of June 30, 2026 (the "Debt"). Pursuant to the Share Subscription Agreement (Exhibit 99.4 to the Issuer's Form 6-K filed with the SEC on June 30, 2026) ("SSA"), the Issuer proposes to repay the Debt by converting it into 901,408,450 Class B ordinary shares of the Issuer (the "Class B Ordinary Shares"), subject to any share split, division, consolidation, recapitalization and other similar changes, at a per share conversion price of US$0.008875 (the price in Table I is rounded due to field limitations), which is based on the June 18, 2026 closing price of the American depositary shares (each representing 240 Class B Ordinary Shares). Such conversion and issuance are subject to the Issuer's board and shareholders approval. The board has approved the SSA and the transactions contemplated thereunder and has recommended a vote for the same at the shareholders meeting on July 8, 2026.

2. The Class B Ordinary Shares are held by Tri Wealth Ltd, a British Virgin Islands company wholly owned and controlled by the Reporting Person.

3. The Class B Ordinary Shares are held by Trident Group Holdings Ltd, a British Virgin Islands company wholly owned and controlled by the Reporting Person.

4. The Class A Ordinary Shares are held by Trident Digital Tech Ltd, a British Virgin Islands company wholly owned and controlled by the Reporting Person. The Class A Ordinary Shares are convertible at any time at the election of the Reporting Person into Class B Ordinary Shares on a one-for-one basis. Any number of Class A Ordinary Shares held by its holder will be automatically and immediately converted into Class B Ordinary Shares on a one-for-one basis upon certain transfers described in the Issuer's Memorandum and Articles of Association, as amended.

	/s/ Soon Huat Lim	07/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What debt is Trident Digital Tech Holdings Ltd (TDTH) converting into shares for its CEO?

Trident Digital Tech Holdings Ltd proposes to convert an outstanding debt of $8,000,000 owed to CEO Lim Soon Huat into equity. This amount is described as aggregate principal as of June 30, 2026, forming the basis for the planned debt-to-equity conversion.

How many Trident Digital Tech (TDTH) shares are tied to the CEO’s debt conversion?

The company proposes issuing 901,408,450 Class B Ordinary Shares to repay the $8,000,000 debt owed to CEO Lim Soon Huat. The conversion price is $0.008875 per share, with the table rounding this to $0.0089 due to field limitations.

Is the Trident Digital Tech (TDTH) CEO’s debt-for-equity deal already effective?

No, the conversion and issuance of 901,408,450 Class B Ordinary Shares remain subject to board and shareholder approval. The board has approved the Share Subscription Agreement and recommended a vote in favor at a shareholders meeting scheduled for July 8, 2026.

What are CEO Lim Soon Huat’s direct Class B holdings in Trident Digital Tech (TDTH) after the reported transaction?

Following the reported restructuring transaction, CEO Lim Soon Huat is shown as directly holding 993,484,916 Class B Ordinary Shares. This figure reflects his direct non-derivative position as of the reported date and does not include additional indirect or convertible holdings disclosed.

What indirect Trident Digital Tech (TDTH) shareholdings are attributed to entities controlled by the CEO?

Entities wholly owned and controlled by CEO Lim Soon Huat hold 124,428,571 Class B Ordinary Shares through Tri Wealth Ltd and 101,811,428 Class B Ordinary Shares through Trident Group Holdings Ltd. These positions are reported as indirect holdings associated with the reporting person on the Form 4.

How many Trident Digital Tech (TDTH) Class A shares does the CEO control and can they convert?

A controlled entity, Trident Digital Tech Ltd, holds 50,000,000 Class A Ordinary Shares. These Class A shares are convertible into Class B Ordinary Shares on a one-for-one basis at the CEO’s election or automatically upon certain transfers described in the company’s governing documents.