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                              April 4, 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. 6 to
Registration Statement on Form F-1
                                                            Filed March 18,
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 March 14, 2024
letter.

       Amendment No. 6 filed March 18, 2024

       Underwriting
       Pricing of the Offering, page 120

   1.                                                   We note your pricing
disclosure does not reference consideration of the private placement
                                                        of 25,000,000 Class B
ordinary shares, at an aggregate purchase price of $15,750,000, that
                                                        closed on February 2,
2024. Please clarify whether that transaction was considered in
                                                        determining the price
per share for the IPO.
       General

   2.                                                   We note your response
to our prior comment and reissue it in part. 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,
 William Lim
Trident Digital Tech Holdings Ltd.
April 4, 2024
Page 2
      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. Your response cited business factors that presumably
supported the
          valuation in some manner, but your response did not address
specifically how the
          parties decided on a price of $0.63 per share. Please tell us how
they determined that
          price. We note that, on a per share basis, this price is within the
price range in your
          prospectus dated March 18, 2024.
          Please tell us how the parties determined the number of shares to be
sold via the
          private placement relative to the number of shares to be offered in
the primary
          offering. In this regard, we note that you are only offering
1,800,000 ADSs
          representing 14,400,000 Class B ordinary shares while the selling
securityholder is
          offering 3,125,000 ADSs representing 25,000,000 Class B ordinary
shares.
          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. In this regard,
          although your response articulates the rationale for the leak-out
agreement, it does not
          address the basis on which you concluded the selling security should
not be subject to
          the lock-up arrangement in the first place. In addition, please tell
us how the parties
          determined that 1,925,000 of the selling security holder's 3,125,000
ADSs would not
          be subject to any resale restrictions.

       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
April 4, 2024 Page 2
cc:       Stephanie Tang
FirstName LastName