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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.

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