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December 30, 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. 2 to Registration Statement on Form S-1
Filed December 16, 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 December 7, 2022 letter.
Amendment No. 2 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 revised disclosures in your response to prior comment 2 where you state
that while you believe the actions disclosed have remediated the material weaknesses in
your internal controls over financial reporting, such efforts have not been tested or
evaluated by your independent auditor for effectiveness.  Please revise to clarify whether
management has tested the effectiveness of any changes to your internal control processes
throughout the year.

 FirstName LastNameGareth Genner
 Comapany NameT Stamp Inc.
 December 30, 2022 Page 2
 FirstName LastName
Gareth Genner
T Stamp Inc.
December 30, 2022
Page 2
Capitalization, page 28
2.We note your revised disclosures in response to prior comment 4 where you state that
unless the price of your Class A common stock increases to over $1.77 per share, it is
unlikely any of the warrants will be exercised.  Considering your shares are currently
trading at approximately $0.45 per share, and given the unlikelihood of the warrant
exercise as you note, explain further why you believe pro forma information assuming
such exercise is appropriate or revise to remove.  Refer to Article 11-01(a)(8) of
Regulation S-X.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Key Business Measures, page 31
3.We note from your response to prior comment 5 that for arrangements in which the
upcharge fee for web hosting services is separately specified in the customer's contracts,
revenue is recognized on a net basis as you have determined that the company is the agent
for the outsourced web hosting services.  As such, presenting non-GAAP revenue as if
revenue is recognized on a gross basis has the effect of changing the recognition and
measurement principles required to be applied in accordance with ASC 606 and would
therefore be considered an individually tailored revenue recognition measure.  Please
revise to remove this measure. Refer to Question 100.04 of the non-GAAP C&DIs.
            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