SEC Comment Letter 0000000000-23-008106 to T Stamp Inc (IDAI) (CIK 0001718939) (IDAI)
T Stamp Inc (IDAI) (CIK 0001718939)
Date: July 28, 2023 · CIK: 0001718939 · Accession: 0000000000-23-008106
AI Filing Summary & Sentiment
File numbers found in text: 333-272343
Letter
United States securities and exchange commission logo July 28, 2023 Gareth Genner Chief Executive Officer T Stamp Inc 3017 Bolling Way NE, Floors 1 and 2, Atlanta, Georgia, 30305 Re:T Stamp Inc Registration Statement on Form S-1 filed June 1, 2023 Filed June 1, 2023 File No. 333-272343 Dear Gareth Genner: We have limited our review of your registration statement to those issues we have addressed in our 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. Registration Statement on Form S-1 filed June 1, 2023 General 1.For your April 4, 2023, registered offering of common stock, you appear to have relied upon General Instruction I.B.6 to Form S-3, which limits the amount of securities you may sell by requiring that the aggregate market value of securities sold by the company pursuant to Instruction I.B.6. during the 12-month period prior to, and including, the sale is no more than one-third of the aggregate market value of your common equity held by non-affiliates. In this regard, we note that your prospectus supplement to Form S-3 (file no. 333- 271091) filed on June 1, 2023, relating to your offering of common stock and pre-funded warrants, discloses that as of the date of filing, the aggregate market value of your outstanding common equity held by non-affiliates was approximately $15,130,508 and that you had sold $5,191,989 in securities pursuant to General Instruction I.B.6
FirstName LastNameGareth Genner Comapany NameT Stamp Inc July 28, 2023 Page 2 FirstName LastName Gareth Genner T Stamp Inc July 28, 2023 Page 2 during the prior 12-calendar month period, which appears to exceed the one-third offering limitation of instruction I.B.6. Please provide us with a detailed analysis regarding whether your April, 2023 registered offering was consistent with General Instruction I.B.6 to Form S-3. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Larry Spirgel, Office Chief, at (202) 551-3815 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Andrew Stephenson
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United States securities and exchange commission logo
July 28, 2023
Gareth Genner
Chief Executive Officer
T Stamp Inc
3017 Bolling Way NE, Floors 1 and 2,
Atlanta, Georgia, 30305
Re:T Stamp Inc
Registration Statement on Form S-1 filed June 1, 2023
Filed June 1, 2023
File No. 333-272343
Dear Gareth Genner:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed June 1, 2023
General
1.For your April 4, 2023, registered offering of common stock, you appear to have relied
upon General Instruction I.B.6 to Form S-3, which limits the amount of securities you
may sell by requiring that the aggregate market value of securities sold by the company
pursuant to Instruction I.B.6. during the 12-month period prior to, and including, the sale
is no more than one-third of the aggregate market value of your common equity held by
non-affiliates. In this regard, we note that your prospectus supplement to Form S-3 (file
no. 333- 271091) filed on June 1, 2023, relating to your offering of common stock and
pre-funded warrants, discloses that as of the date of filing, the aggregate market value of
your outstanding common equity held by non-affiliates was approximately $15,130,508
and that you had sold $5,191,989 in securities pursuant to General Instruction I.B.6
FirstName LastNameGareth Genner
Comapany NameT Stamp Inc
July 28, 2023 Page 2
FirstName LastName
Gareth Genner
T Stamp Inc
July 28, 2023
Page 2
during the prior 12-calendar month period, which appears to exceed the one-third offering
limitation of instruction I.B.6. Please provide us with a detailed analysis regarding
whether your April, 2023 registered offering was consistent with General Instruction I.B.6
to Form S-3.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Larry Spirgel,
Office Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andrew Stephenson