United States securities and exchange commission logo





                              October 25, 2023

       William Lim
       Chief Executive Officer
       Trident Digital Tech Holdings Ltd.
       Suntec Tower 3
       8 Temasek Boulevard Road, #24-03
       Singapore, 038988

                                                        Re: Trident Digital
Tech Holdings Ltd.
                                                            Amendment No. 1 to
Registration Statement on Form F-1
                                                            Filed October 19,
2023
                                                            File No. 333-274857

       Dear William Lim:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our August 3, 2023
letter.

       Amendment No.1 to Registration Statement on Form F-1

       Dilution, page 40

   1.                                                   It appears your
presentation of net tangible book value of $5.46M is inconsistent with the
                                                        actual net tangible
book value of ($3.23)M at June 30, 2023. Please revise your dilution
                                                        table to present net
tangible book value and net tangible book value per share, including
                                                        shares outstanding for
the actual balance at June 30, 2023, actual as adjusted balance and
                                                        the pro forma as
adjusted balance.
       General

   2.                                                   We note your response
to prior comment 2 and your revised disclosure. Where you
                                                        discuss your status as
a controlled company, please state, if true, that Mr. Lim will have
                                                        the ability to
determine all matters requiring approval by stockholders, and
 William Lim
Trident Digital Tech Holdings Ltd.
October 25, 2023
Page 2
      clarify whether, in the event you were to lose your controlled company
status, you could
      still rely on applicable NYSE or Nasdaq rules permitting foreign private
issuers to follow
      their home country requirements concerning corporate governance issues,
including
      specifically whether a majority of the board of directors must be
independent.
       Please contact Stephen Kim at 202-551-3291 or Angela Lumley at
202-551-3398 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any
other
questions.



                                                           Sincerely,
FirstName LastNameWilliam Lim
                                                           Division of
Corporation Finance
Comapany NameTrident Digital Tech Holdings Ltd.
                                                           Office of Trade &
Services
October 25, 2023 Page 2
cc:       Stephanie Tang
FirstName LastName