Trident Digital Tech Holdings Ltd reported that Mr. Lim Soon Huat and his affiliated entities beneficially own 368,316,465 shares, representing 33.06% of the company’s Class B ordinary share class as of the reported date.
This stake includes 50,000,000 Class A ordinary shares held by Trident Digital Tech Ltd, 124,428,571 Class B shares held by Tri Wealth Ltd, 101,811,428 Class B shares held by Trident Group Holdings Ltd, and 92,076,466 Class B shares held directly by Mr. Lim upon vesting of restricted shares. Class A shares carry 60 votes per share and are convertible into Class B shares on a one-for-one basis, while Class B shares carry one vote and are not convertible.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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)
12/31/2025
(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
Lim Soon Huat
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:
5
Sole Voting Power
368,316,465.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
368,316,465.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
368,316,465.00
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)
33.06 %
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, 101,811,428 Class B ordinary shares of the Issuer held by Trident Group Holdings and 92,076,466 Class B ordinary shares of the Issuer directly held by Mr. Lim Soon Huat upon vesting of the restricted shares granted to him under the Second Amended and Restated 2023 Equity Incentive Plan. Trident Digital Tech, Tri Wealth and Trident Group Holdings are all wholly owned and controlled by Mr. Lim Soon Huat. (2) Calculation of the percentage is based on 50,000,000 Class A ordinary shares of the Issuer and 1,064,125,650 Class B ordinary shares of the Issuer issued and outstanding as of the date of this filing, including 193,360,650 Class B ordinary shares upon vesting of the restricted shares granted under the Second Amended and Restated 2023 Equity Incentive Plan. 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:
5
Sole Voting Power
50,000,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
50,000,000.00
8
Shared Dispositive Power
0.00
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)
4.49 %
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. Lim Soon Huat. (2) Calculation of the percentage is based on 50,000,000 Class A ordinary shares of the Issuer and 1,064,125,650 Class B ordinary shares of the Issuer issued and outstanding as of the date of this filing, including 193,360,650 Class B ordinary shares upon vesting of the restricted shares granted under the Second Amended and Restated 2023 Equity Incentive Plan. 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:
5
Sole Voting Power
124,428,571.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
124,428,571.00
8
Shared Dispositive Power
0.00
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)
11.17 %
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. Lim Soon Huat. (2) Calculation of the percentage is based on 50,000,000 Class A ordinary shares of the Issuer and 1,064,125,650 Class B ordinary shares of the Issuer issued and outstanding as of the date of this filing, including 193,360,650 Class B ordinary shares upon vesting of the restricted shares granted under the Second Amended and Restated 2023 Equity Incentive Plan. 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:
5
Sole Voting Power
101,811,428.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
101,811,428.00
8
Shared Dispositive Power
0.00
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)
9.14 %
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. Lim Soon Huat. (2) Calculation of the percentage is based on 50,000,000 Class A ordinary shares of the Issuer and 1,064,125,650 Class B ordinary shares of the Issuer issued and outstanding as of the date of this filing, including 193,360,650 Class B ordinary shares upon vesting of the restricted shares granted under the Second Amended and Restated 2023 Equity Incentive Plan. 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.
(1) Lim Soon Huat ("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 incorporated by reference to Exhibit 1 to Schedule 13G filed on February 14, 2025 by the Filing Persons with the Securities and Exchange Commission. 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 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 1,064,125,650 Class B ordinary shares of the Issuer issued and outstanding as of the date of this filing, including 193,360,650 Class B ordinary shares upon vesting of the restricted shares granted under the Second Amended and Restated 2023 Equity Incentive Plan. 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.
Not Applicable
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.
Lim Soon Huat
Signature:
/s/ Lim Soon Huat
Name/Title:
Lim Soon Huat
Date:
02/06/2026
Trident Digital Tech Ltd
Signature:
/s/ Lim Soon Huat
Name/Title:
Lim Soon Huat/Director
Date:
02/06/2026
Tri Wealth Ltd
Signature:
/s/ Lim Soon Huat
Name/Title:
Lim Soon Huat/Director
Date:
02/06/2026
Trident Group Holdings Ltd
Signature:
/s/ Lim Soon Huat
Name/Title:
Lim Soon Huat/Director
Date:
02/06/2026
Comments accompanying signature: 1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to Schedule 13G filed on February 14, 2025 by the Filing Persons with the Securities and Exchange Commission)
What ownership stake in TDTH does Lim Soon Huat report on this Schedule 13G/A?
The filing states that Lim Soon Huat beneficially owns 368,316,465 shares, representing 33.06% of Trident Digital Tech Holdings Ltd’s Class B ordinary share class. This total aggregates holdings through Trident Digital Tech Ltd, Tri Wealth Ltd, Trident Group Holdings Ltd, and Mr. Lim’s directly held vested restricted shares.
How are Lim Soon Huat’s TDTH shares held across different entities?
According to the filing, 50,000,000 Class A shares are held by Trident Digital Tech Ltd, 124,428,571 Class B shares by Tri Wealth Ltd, 101,811,428 Class B shares by Trident Group Holdings Ltd, and 92,076,466 Class B shares are held directly by Lim Soon Huat following vesting of restricted shares.
What voting rights do TDTH Class A and Class B shares have in this filing?
The document explains that each Class A ordinary share carries 60 votes, while each Class B ordinary share carries one vote on all matters. Class A shares are convertible into Class B shares on a one-for-one basis, but Class B shares are not convertible into Class A shares.
What share counts underpin the ownership percentages disclosed for TDTH?
Percentages are calculated using 50,000,000 Class A ordinary shares and 1,064,125,650 Class B ordinary shares outstanding, including 193,360,650 Class B shares from vested restricted shares. These figures provide the base for ownership percentages such as the 33.06% interest reported for Lim Soon Huat and his entities.
Which entities jointly file this TDTH Schedule 13G/A amendment with Lim Soon Huat?
The filing identifies four reporting persons: Lim Soon Huat, Trident Digital Tech Ltd, Tri Wealth Ltd, and Trident Group Holdings Ltd. They entered into a Joint Filing Agreement dated February 14, 2025, agreeing to submit this beneficial ownership report together under Rule 13d-1(k).
What individual ownership percentages do the TDTH affiliated entities report?
Trident Digital Tech Ltd reports beneficial ownership of 50,000,000 Class A shares, or 4.49% of the relevant class. Tri Wealth Ltd reports 124,428,571 Class B shares, or 11.17%, while Trident Group Holdings Ltd reports 101,811,428 Class B shares, or 9.14%, based on the share counts described in the filing.