SINGAPORE, Oct. 20, 2026 (GLOBE NEWSWIRE) -- Trident Digital Tech Holdings Ltd (“Trident” or the “Company”) (Nasdaq: TDTH) today announced that a majority of the investors in its September 27, 2026 equity offering have entered into lock-up and leak-out agreements with the Company covering the Class B ordinary shares they purchased in that offering. Under the agreements, those shares may be released early from all restrictions only if Trident’s Class B ordinary shares close at or above US$8.00 per share for five consecutive trading days.
The shares were issued under the Company’s effective shelf registration statement and carried no contractual resale restriction when sold. The investors have voluntarily agreed to hold them through a defined schedule tied to the Company’s execution of the priorities it set out on September 29, 2026.
Terms of the Lock-Up and Leak-Out Agreements
Lock-Up Period. From October 17, 2026 through January 17, 2027, no covered shares may be sold, transferred, hedged, shorted or otherwise disposed of, directly or indirectly, including through swaps or derivative positions. The restriction extends to each investor’s controlled affiliates.
Staged Release. Following the Lock-Up Period, covered shares are released in three equal tranches on February 16, March 18 and April 17, 2027.
Price-Based Acceleration. All remaining covered shares are released early only if the official Nasdaq closing price of Trident’s Class B ordinary shares equals or exceeds US$8.00 per share for five consecutive trading days after the Lock-Up Period ends.
Enforcement. Covered shares carry a restrictive legend and stop-transfer instructions at the Company’s transfer agent. The agreements provide the Company with specific performance, liquidated damages and an automatic extension of the restricted period in the event of any breach, and expressly preserve all restrictions imposed by applicable securities laws, including on trading while in possession of material non-public information.
Trident is continuing to work with the remaining investors in the September 27 offering to bring them under the same terms and will update the market as additional agreements are executed.
Capital Aligned With Execution
The agreements align the September 27 capital with the operating program Trident committed to on September 29: scaling Sikaflow and the Ghana Revenue Authority digital tax platform across Ghana’s more than two million MSMEs; funding the build-out of the IRMA Asia enterprise-AI joint venture across Asia, the Middle East and Africa; and establishing a regional cybersecurity business around Memcyco’s real-time fraud defence. Trident will report progress against each of these priorities on measurable milestones, as previously announced, and the release dates under the agreements now fall within the period in which that progress will be reported.
“The investors who funded Trident in September have now put their capital on the same timeline as our execution,” said Soon Huat Lim, Founder, Chairman and Chief Executive Officer of Trident. “They purchased freely tradable shares and chose to hold them — with the only early exit set at US$8.00 per share. That is a statement about where they believe this Company is going. Our job is to deliver the milestones in Ghana, in enterprise AI and in cybersecurity that justify it, and we intend to report on every one of them.”
The foregoing description of the lock-up and leak-out agreements is a summary only and is qualified in its entirety by the form of agreement to be furnished by the Company in a Report of Foreign Private Issuer on Form 6-K filed with the U.S. Securities and Exchange Commission (“SEC”) and available at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
About Trident Digital Tech Holdings Ltd
Trident Digital Tech Holdings Ltd (Nasdaq: TDTH) is a Singapore-headquartered digital infrastructure holding company that builds and operates AI and digital platforms for enterprises, small and medium-sized businesses, and governments in emerging markets across Asia-Pacific, the Middle East and Africa. Through TDTHAI and its IRMA Engine Asia joint venture, Trident is commercializing enterprise AI across three continents. In Ghana, through Trident Aliska Digital Tech Ghana Ltd., the Company operates the Sikaflow MSME digital financial infrastructure platform and supports the Ghana Revenue Authority digital tax platform launched 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, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s intention to enter into additional lock-up and leak-out agreements, the Company’s operating priorities, milestones and timing, and the anticipated effect of the agreements on the trading of the Company’s securities. Words such as “will,” “intends,” “plans,” “expects,” “aims,” “may” and similar expressions identify forward-looking statements. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including: the Company’s ability to execute additional agreements with the remaining investors; the possibility that covered shares are released early upon satisfaction of the price-based acceleration condition or are sold following their scheduled release; the Company’s ability to enforce the agreements; volatility in the market price of the Company’s shares; the Company’s ability to deploy proceeds effectively and achieve stated milestones on anticipated timelines; the Company’s ability to maintain compliance with Nasdaq continued listing requirements; and the other risks described in the Company’s filings with the SEC, including its most recent Annual Report on Form 20-F. Nothing in this press release should be read as a prediction of, or target for, the future trading price of the Company’s securities. Forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to update them except as required by law.
