TDNT Trident Brands Incorporated (CE)

CUSIP No. 89616C201

CUSIP No. 89616C201

CUSIP No. 89616C201

CUSIP No. 89616C201

Explanatory Note

The Reporting Persons, by filing this Amended Statement of Beneficial Ownership on Schedule 13D (“Amendment 8”) is amending the Amended Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on December 4, 2020 (“Amendment 7”). The purpose of this Amendment 8 is to reflect the Reporting Persons’ determination that its right to acquire Trident Brands, Inc. (the “Issuer”) common shares upon conversion of $12.3 million principal amount of outstanding Convertible Notes terminated upon execution of the agreement between the issuer and the Reporting Persons dated November 30, 2020, as acknowledged by the letter agreement, dated December 17, 2020 between such parties (together, the “Agreement”). Under the Agreement, the Reporting Persons agreed to accept shares of Issuer preferred stock in full satisfaction of the Convertible Notes, including all accrued interest, subject only to the satisfaction of certain conditions by June 30, 2021. The Reporting Persons have confirmed that they may not convert the Convertible Notes prior to such date. If the conditions to the conversion of the Convertible Notes to preferred stock are not satisfied by such date, the Reporting Persons may convert the Convertible Notes to common stock upon 75 days’ prior notice to the Issuer. The Agreement has resulted in a 452,226,308.56 decrease in the number of common shares beneficially owned by the Reporting Persons.

This Amendment 8 amends and supplements the Statement of Beneficial Ownership on Schedule 13D filed by Fengate Trident LP, Fengate Trident GP Inc., and Fengate Capital Management Ltd. (collectively, the “Reporting Persons”) on May 8, 2017 (the “Initial Schedule 13D”), the Amended Schedule 13D filed by the Reporting Persons on September 14, 2017 (“Amendment 1”), the Amended Schedule 13D filed by the Reporting Persons on September 18, 2017 (“Amendment 2”), the Amended Schedule 13D filed by the Reporting Persons on November 5, 2019 (“Amendment 3”), the Amended Schedule 13D filed by the Reporting Persons on November 12, 2019 (“Amendment 4”), the Amended Schedule 13D filed by the Reporting Persons on March 20, 2020 (“Amendment 5”), the Amended Schedule 13D filed by the Reporting Persons on June 12, 2020 (“Amendment 6”) and Amendment 7 in connection with the parties and matters referenced therein and herein, with respect to the common stock, $.001 par value (the “Common Stock”), of the Issuer. This Schedule 13D is being filed as a result of the events described in Item 4 below. Any capitalized terms used and not defined in this Amendment 8 shall have the meanings set forth in the Initial Schedule 13D, Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5, Amendment 6 and/or Amendment 7. Only those items that are hereby reported are amended; all other items, including previously filed exhibits, remain unchanged and are incorporated by reference herein.

The Common Stock reported in this Amendment 8 consists of 2,811,886.44 shares of Common Stock beneficially owned by the Reporting Persons. As of November 30, 2020, the Reporting Persons entered into Notes Amendment 4 (as hereinafter defined) with the Issuer pursuant to which, among other things (i) certain convertible notes in an aggregate principal amount of $10,000,000 were amended to remove the conversion feature, extend the maturity date, and amend certain interest terms and (ii) the parties agreed that certain convertible notes in an aggregate principal amount of $17,659,392, which amount includes accrued interest on such convertible notes and the notes in a principal amount of $10,000,000, referenced in clause (i), will be exchanged for non-convertible preferred shares of the Issuer.

The Common Stock has been acquired for investment purposes in the ordinary course of the Reporting Persons’ investment activities, and has not been acquired with any purpose of, or with the effect of, changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having such purpose or effect. From time to time the Reporting Persons may acquire additional securities of the Issuer, or sell securities of the Issuer. In addition to the transactions reported in the Initial Schedule 13D, Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5, Amendment 6 and Amendment 7, the following has occurred:

On November 30, 2020, Trident Brands, Inc. (the “Issuer”) and Fengate Trident LP (the “Purchaser”) entered into a Fourth Amendment to the Convertible Promissory Notes Agreement by and between the Issuer and the Purchaser dated as of November 6, 2019 and previously amended on January 9, 2020, March 5, 2020 and June 3, 2020, (“Notes Amendment 4”) in which the Purchaser has agreed, subject to the satisfaction of certain conditions, including certain shareholder approval requirements, by June 30, 2021 to accept 29,432,320 shares of Issuer non-convertible preferred stock, in full and complete satisfaction, of (i) all amounts owing under the convertible notes issued February 5, 2015 (US$1,800,000), May 14, 2015 (US$500,000), September 26, 2016 (US$4,100,000), May 9, 2017 (US$4,400,000) and May 16, 2018 (US$1,500,000) (collectively, the “Initial Notes”), respectively (including accrued interest thereon through November 30, 2020), and (ii) all accrued interest on the outstanding convertible notes issued to the Purchaser on November 30, 2018 (US$3,400,780), April 13, 2019 (US$2,804,187) and November 6, 2019 (US$3,795,033) respectively (collectively the “Amended SPA Notes”). In addition, pursuant to Notes Amendment 4, the following amendments were made to the Amended SPA Notes: (i) eliminate the conversion feature, (ii) provide for a simple interest rate of 8% per annum, with the first 2 years of interest payable at maturity of the Amended SPA Notes and the last three years of interest payable quarterly beginning on February 28, 2023, and (iii) extend the maturity from December 31, 2020 to November 30, 2025. Effective as of November 30, 2020, the Issuer and the Purchaser entered into a letter agreement clarifying Notes Amendment 4 to confirm that the Purchaser shall not convert the Initial Notes prior to June 30, 2021 and if the conditions for the exchange of the Initial Notes for preferred stock are not satisfied by that date, the Purchaser may convert the Initial Notes to common stock upon 75 days’ prior written notice to the Issuer. The effect of the foregoing was a disposition of beneficial ownership, resulting in a 452,226,308.56 decrease in the number of common shares beneficially owned by the Reporting Persons.

As of the date of this Amendment 8, the Reporting Persons have no plans or proposals which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iii) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer’s business or corporate structure; (vi) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (vii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (ix) any action similar to any of those enumerated above.

(a)-(b) Incorporated by reference to Items (7) - (11) and (13) of the cover page relating to each Reporting Person, and the disclosure in Item 4.

Except for the matters discussed in this Amendment 8, the Initial Schedule 13D, Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5, Amendment 6, Amendment 7 and/or any exhibits thereto or hereto, there are no contracts, arrangements or understandings among the Reporting Persons or with any other persons with respect to any securities of the Issuer.

CUSIP No. 89616C201

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.

Dated this 18^th day of December, 2020

CUSIP No. 89616C201

SCHEDULE I

Executive officers and directors of Fengate Trident GP, Inc.

The business address of each executive officer and director is c/o Fengate Capital Management Ltd.,

2275 Upper Middle Road East, Suite 700, Oakville, Ontario, L6H 0C3. Except as otherwise indicated herein,

the principal occupation of each individual is that set forth below. Each individual is a Canadian citizen.

Except as otherwise disclosed herein, none of the following persons is the beneficial owner of any securities of the Issuer

SCHEDULE II

Executive officers and directors of Fengate Capital Management Ltd.

The business address of each executive officer and director is c/o Fengate Capital Management Ltd.,

2275 Upper Middle Road East, Suite 700, Oakville, Ontario, L6H 0C3. Except as otherwise indicated herein,

the principal occupation of each individual is that set forth below. Each individual is a Canadian citizen.

Except as otherwise disclosed herein, none of the following persons is the beneficial owner of any securities of the Issuer

CUSIP No. 89616C201

Index to Exhibits