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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025.

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

**Date of event requiring this shell company report **

**For the transition period from to **

Commission file number:001-41848

Trident Digital Tech Holdings Ltd

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

**Cayman Islands **

(Jurisdiction of incorporation or organization)

Suntec Tower 3,

8 Temasek Boulevard Road,#24-03

Singapore,038988

(Address of principal executive offices)

Soon Huat Lim, Chief Executive Officer

Telephone:+65 6513 6868

Email: william.lim@tridentity.me

Suntec Tower 3,

8 Temasek Boulevard Road,#24-03

Singapore,038988

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange On Which Registered
American depositary shares, each representing two hundred and forty Class B ordinary shares*TDTHThe Nasdaq Stock Market LLC (The Nasdaq Capital Market)
Class B Ordinary shares, par value US$0.00001 per share**The Nasdaq Stock Market LLC (The Nasdaq Capital Market)
*Our American depositary shares to Class B ordinary shares ratio is effective as of April 24, 2026.
**Not for trading, but only in connection with the listing on The Nasdaq Stock Market LLC of the American depositary shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

SEC 1852 (12-23) Potential persons who are to respond to the collection of information contained in

this form are not required to respond unless the form displays a currently valid OMB control number.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2025, there were 50,000,000 Class A ordinary shares and 870,765,000 Class B ordinary shares issued and outstanding, par value of US$0.00001 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐
Emerging growth company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Yes☒ No

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒International Financial Reporting Standards as issuedOther ☐
by the International Accounting Standards Board☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

Table of Contents

Page No.
INTRODUCTIONii
FORWARD-LOOKING INFORMATIONiii
PART I1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3. KEY INFORMATION1
ITEM 4. INFORMATION ON THE COMPANY29
ITEM 4A. UNRESOLVED STAFF COMMENTS37
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS37
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES49
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS55
ITEM 8. FINANCIAL INFORMATION58
ITEM 9. THE OFFER AND LISTING59
ITEM 10. ADDITIONAL INFORMATION59
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK77
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES77
PART II80
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES80
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS80
ITEM 15. CONTROLS AND PROCEDURES80
ITEM 16. [RESERVED]82
ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT82
ITEM 16.B. CODE OF ETHICS82
ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES82
ITEM 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES83
ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS83
ITEM 16.F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT83
ITEM 16.G. CORPORATE GOVERNANCE83
ITEM 16.H. MINE SAFETY DISCLOSURE84
ITEM 16.I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS84
ITEM 16.J. INSIDER TRADING POLICIES84
ITEM 16.K. CYBERSECURITY84
PART III85
ITEM 17. FINANCIAL STATEMENTS85
ITEM 18. FINANCIAL STATEMENTS85
ITEM 19. EXHIBITS85
SIGNATURES87

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.