SEC Comment Letter 0000000000-22-012486 to T Stamp Inc (IDAI) (CIK 0001718939) (IDAI)
T Stamp Inc (IDAI) (CIK 0001718939)
Date: Nov. 17, 2022 · CIK: 0001718939 · Accession: 0000000000-22-012486
AI Filing Summary & Sentiment
File numbers found in text: 001-41252
Letter
United States securities and exchange commission logo November 17, 2022 Alex Valdes Chief Financial Officer T Stamp Inc. 3017 Bolling Way NE, Floors 1 and 2 Atlanta, GA 30305 Re:T Stamp Inc. Form 10-K for Fiscal Year Ended December 31, 2021 Filed April 7, 2022 File No. 001-41252 Dear Alex Valdes: We have reviewed your November 4, 2022 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 20, 2022 letter. Form 10-K for the Year Ended December 31, 2021 Item 9A. Controls and Procedures, page 48 1.We note your response to prior comment 1. In your Form 10-K and subsequent Forms 10- Q you disclose that your auditor identified material weaknesses in relation to oversight functions to detect errors that were present in your calculation of stock-based awards “as well as the financial reporting close process.” Considering you have not yet remediated the material weaknesses identified by your auditor and therefore, did not have corrective processes in place at December 31, 2021 to identify such errors, it remains unclear how management determined that the issues related to the material weaknesses in your internal control over financial reporting were not subsumed in your disclosure controls and procedures such that the error in your financial statements did not impair your ability to provide reasonable assurances that transactions are recorded as necessary to permit
FirstName LastNameAlex Valdes Comapany NameT Stamp Inc. November 17, 2022 Page 2 FirstName LastName Alex Valdes T Stamp Inc. November 17, 2022 Page 2 preparation of financial statements in accordance with generally accepted accounting principles as of December 31, 2021. Please further explain the basis for your conclusion, or revise as necessary. Similarly address management's consideration as it applies to your conclusions as of the subsequent quarterly periods. 2.Please explain the timing of remediation actions in relation to the identified material weaknesses. In this regard, you continue to reference the identified material weaknesses in your September 30, 2022 Form 10-Q, however, you do not disclose any changes in internal control over financial reporting or discuss any efforts to remediate such weaknesses in your Form 10-K or subsequent Forms 10-Q. You may contact Joyce Sweeney, Senior Staff Accountant, at 202-551-3449 or Kathleen Collins, Accounting Branch Chief, at 202-551-3499 if you have questions regarding these comments. Sincerely, Division of Corporation Finance Office of Technology cc: Andrew Stephenson
Show Raw Text
United States securities and exchange commission logo
November 17, 2022
Alex Valdes
Chief Financial Officer
T Stamp Inc.
3017 Bolling Way NE, Floors 1 and 2
Atlanta, GA 30305
Re:T Stamp Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed April 7, 2022
File No. 001-41252
Dear Alex Valdes:
We have reviewed your November 4, 2022 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
October 20, 2022 letter.
Form 10-K for the Year Ended December 31, 2021
Item 9A. Controls and Procedures, page 48
1.We note your response to prior comment 1. In your Form 10-K and subsequent Forms 10-
Q you disclose that your auditor identified material weaknesses in relation to oversight
functions to detect errors that were present in your calculation of stock-based awards “as
well as the financial reporting close process.” Considering you have not yet remediated
the material weaknesses identified by your auditor and therefore, did not have corrective
processes in place at December 31, 2021 to identify such errors, it remains unclear how
management determined that the issues related to the material weaknesses in your internal
control over financial reporting were not subsumed in your disclosure controls and
procedures such that the error in your financial statements did not impair your ability
to provide reasonable assurances that transactions are recorded as necessary to permit
FirstName LastNameAlex Valdes
Comapany NameT Stamp Inc.
November 17, 2022 Page 2
FirstName LastName
Alex Valdes
T Stamp Inc.
November 17, 2022
Page 2
preparation of financial statements in accordance with generally accepted accounting
principles as of December 31, 2021. Please further explain the basis for your conclusion,
or revise as necessary. Similarly address management's consideration as it applies to your
conclusions as of the subsequent quarterly periods.
2.Please explain the timing of remediation actions in relation to the identified material
weaknesses. In this regard, you continue to reference the identified material weaknesses
in your September 30, 2022 Form 10-Q, however, you do not disclose any changes in
internal control over financial reporting or discuss any efforts to remediate such
weaknesses in your Form 10-K or subsequent Forms 10-Q.
You may contact Joyce Sweeney, Senior Staff Accountant, at 202-551-3449 or Kathleen
Collins, Accounting Branch Chief, at 202-551-3499 if you have questions regarding these
comments.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andrew Stephenson