SecProbe.io

United States securities and exchange commission logo
December 7, 2022
Gareth Genner
Chief Executive Officer
T Stamp Inc.
3017 Bolling Way NE, Floors 1 and 2
Atlanta, Georgia, 30305
Re:T Stamp Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 23, 2022
File No. 333-267668
Dear Gareth Genner:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 27, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
We have not maintained effective internal controls over financial reporting..., page 19
1.We note your added disclosure in response to prior comment 2 where you refer to material
weaknesses in internal controls over financial reporting related to corporate finance and
accounting oversight functions over the detection of errors in the calculation of stock-
based awards as well as the financial reporting close process.  Please tell us, and revise to
clarify, whether the reference to the financial closing process only pertains to the
calculation of stock-based awards or whether you have identified a separate material
weakness in relation the financial reporting close process.

 FirstName LastNameGareth Genner
 Comapany NameT Stamp Inc.
 December 7, 2022 Page 2
 FirstName LastNameGareth Genner
T Stamp Inc.
December 7, 2022
Page 2
2.You state that you have established additional operational processes to prevent the
incorrect recording of stock-based awards.  Revise to include a more fulsome discussion
of your remediation efforts.  Clarify whether your weaknesses have been fully remediated
or describe the additional steps that must be taken and the estimated time to complete your
remediation efforts.  Ensure that you address your plans for both the weakness related to
the share-based awards and the financial reporting close process, as applicable.
Use of Proceeds, page 20
3.You disclose that the warrants will be exercisable on a cashless basis if "the Company
does not achieve a listing of the Class A Common Stock on the Nasdaq market within six-
months." However, we note that your stock is already listed on the Nasdaq and that you
disclose elsewhere that cashless exercisability is dependent on an effective registration
statement. Please revise.
Capitalization, page 28
4.You disclose that the pro forma basis capitalization at September 30, 2022 reflects the sale
of 975,000 units at $1.55 per unit, with each unit consisting of one share of Class A
Common Stock and one Warrant.  As you also disclose the private placement of
975,000 shares of Class A common stock and warrants to purchase 1,950,000 shares of
Class A common stock was completed on September 14, 2022, it appears that the impact
of the private placement transaction is already reflected in your September 30, 2022
financial statements.  Please revise to remove the pro forma column assuming no exercise
of warrants or advise.  Additionally, explain to us your basis for assuming the exercise of
any warrants for this presentation, addressing your consideration that the exercise of
warrants is at the selling shareholder's discretion and recent trading prices of the
company's Class A common stock is below the exercise price.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Measures, page 31
5.We note your response to prior comment 5.  Please further describe the accounting
treatment and basis for such treatment for each type of customer arrangement that includes
the use of third party web hosting, specifically addressing the following:
•For arrangements in which the outsourced web hosting charge is rebilled to
customers you state that the revenue and costs are equivalent and offsetting.  Clarify
whether you present the outsourced web hosting fees invoiced to customers as
revenue and the related web hosting fees as cost of revenue.  Additionally, clarify
whether the outsourced web hosting charges are reimbursable costs specified in the
revenue contract with the customer.
•For arrangements in which the company charges an upcharge fee, clarify whether the
outsourced web hosting fee and the upcharge fee are separately specified in the
customer revenue contract.  Additionally, further explain your consideration of
ASC 606-10-55-36 through 55-40 as it relates to the outsourced web hosting charges

 FirstName LastNameGareth Genner
 Comapany NameT Stamp Inc.
 December 7, 2022 Page 3
 FirstName LastName
Gareth Genner
T Stamp Inc.
December 7, 2022
Page 3
that are rebilled to customers and the additional upcharge fee and how reducing cost
of revenue is consistent with this guidance and ASC 606-10-32-2.
•For customer revenue contracts in which the aggregate costs related to designing,
implementing, maintaining, and using web hosting services are included in the total
license fee, clarify whether this represents a single performance obligation.
6.In your response to prior comment 5 you state that the company passes all outsourced web
hosting charges through to certain customers in the amount determined by the web hosting
provider.  For each type of customer arrangement described in the previous comment,
please tell us how you determine the amount of the third party web hosting costs included
in the amount of third party costs rebilled to clients that is added back in arriving at your
non-GAAP revenue measure.
            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
comments on the financial statements and related matters. Please contact Lauren Pierce, Staff
Attorney, at (202) 551-3887 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson