United States securities and exchange commission logo





                              March 14, 2024

       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. 5 to
Registration Statement on Form F-1
                                                            Filed February 20,
2024
                                                            File No. 333-274857

       Dear William Lim:

            We have reviewed your amended registration statement and have the
following
       comment(s).

              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 February 13,
2024 letter.

       Amendment No. 5 to Registration Statement on Form F-1

       General

   1.                                                   We note your response
to prior comment 1, as well as the teleconference on March 12,
                                                        2024, between your
counsel and the staff. Please confirm, if true, that the selling security
                                                        holder will not sell,
via a transaction registered under the Securities Act, any of the
                                                        securities the selling
security holder acquired in the private placement that closed on
                                                        February 2, 2024, until
the registrant's initial public offering, as described in the
                                                        registration statement,
has closed and trading in the registrant's securities has commenced
                                                        on the Nasdaq Capital
Market. Please revise the disclosure in the registration statement
                                                        accordingly. In doing
so, please eliminate any references, or implications, that the selling
                                                        security holder may
sell securities at a fixed price before the registrant's initial public
                                                        offering has closed and
its securities are trading on the Nasdaq Capital Market.
 William Lim
Trident Digital Tech Holdings Ltd.
March 14, 2024
Page 2

      Regarding our concerns that the proposed resale transaction could be an
indirect primary
      offering, to help us better understand your position that the transaction
should not be so
      characterized, please provide us with the following information:
          Please tell us how the parties to the private placement determined
the sales price of
          $0.63 per share. In this regard, we note the seller in the private
placement is an
          affiliate of Mr. Soon Huat Lim, your chairman, chief executive office
and controlling
          shareholder.
          Please tell us how the parties determined the number of shares to be
sold via the
          private placement.
          Please tell us how the parties determined the timing for the private
placement,
          including how and when negotiations commenced, when to execute the
purchase
          agreement, and when to close the transaction.
          Please clarify whether the lead underwriter for the initial public
offering, Eddid
          Securities USA, Inc., had any role in, or direct or indirect
participation in facilitating,
          the private placement.
          Please tell us why the selling security holder is not subject to the
lock-up
          arrangements described in the prospectus for the initial public
offering. Please clarify
          whether the lead underwriter sought to have the selling security
holder subjected to
          the lock-up provisions. Further, please tell us why the lead
underwriter believes the
          underwriting syndicate will be able to successfully place the
securities to be sold in
          the initial public offering and facilitate the creation of a public
market in your
          securities, despite the availability of the 25 million shares that
the selling security
          holder could attempt to offer and sell into such market once trading
commences.
          Please tell us how the parties determined the thresholds for the leak
out agreement,
          and please tell us why the parties adopted the agreement.
          Regarding the business of the selling security holder, which you have
described as
          "the business of investments and Web 3.0 related business
activities," please tell us
          what the "investments" aspect of the business entails. We are
interested in better
          understanding the nature of the investment activities of the selling
security holder.

       Please contact Rucha Pandit at 202-551-6022 or Dietrich King at
202-551-8071 with
any questions.



                                                              Sincerely,
FirstName LastNameWilliam Lim
                                                              Division of
Corporation Finance
Comapany NameTrident Digital Tech Holdings Ltd.
                                                              Office of Trade &
Services
March 14, 2024 Page 2
cc:       Stephanie Tang
FirstName LastName