SEC Comment Letter 0000000000-24-009828 to T Stamp Inc (IDAI) (CIK 0001718939) (IDAI)
T Stamp Inc (IDAI) (CIK 0001718939)
Date: Aug. 28, 2024 · CIK: 0001718939 · Accession: 0000000000-24-009828
AI Filing Summary & Sentiment
File numbers found in text: 333-280884
Letter
August 28, 2024 Gareth Genner Chief Executive Officer T Stamp Inc. 3017 Bolling Way NE, Floor 2 Atlanta, GA, 30305 Re:T Stamp Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed August 16, 2024 File No. 333-280884 Dear Gareth Genner: We have reviewed your amended registration statement and have the following comments. 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 August 13, 2024 letter. Amendment No. 1 to Registration Statement on Form S-3 filed August 16, 2024 Recent Developments, page 5 1.We note your added disclosure in response to prior comment one. Please explain how the voting limitation provides your stockholders "with meaningful participation in the financing and control of the Company." In addition, please clarify that the voting limitation applies only to the Selling Stockholder with respect to any shares that exceed 19.99%, and not to those shares when and if sold to a third party. General 2.We note your response to prior comment 2. Please update your disclosure on page 5 under "Securities Purchase Agreement" to confirm that the $500,000 promissory note payable on July 31, 2024 was paid, and whether the second note due on August 31, 2024 has or will be paid.
August 28, 2024 Page 2 Please contact Charli Wilson at 202-551-6388 or Larry Spirgel at 202-551-3815 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Andrew Stephenson
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August 28, 2024
Gareth Genner
Chief Executive Officer
T Stamp Inc.
3017 Bolling Way NE, Floor 2
Atlanta, GA, 30305
Re:T Stamp Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed August 16, 2024
File No. 333-280884
Dear Gareth Genner:
We have reviewed your amended registration statement and have the following
comments.
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 August 13, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-3 filed August 16, 2024
Recent Developments, page 5
1.We note your added disclosure in response to prior comment one. Please explain how the
voting limitation provides your stockholders "with meaningful participation in the
financing and control of the Company." In addition, please clarify that the voting
limitation applies only to the Selling Stockholder with respect to any shares that exceed
19.99%, and not to those shares when and if sold to a third party.
General
2.We note your response to prior comment 2. Please update your disclosure on page 5 under
"Securities Purchase Agreement" to confirm that the $500,000 promissory note payable
on July 31, 2024 was paid, and whether the second note due on August 31, 2024 has or
will be paid.
August 28, 2024
Page 2
Please contact Charli Wilson at 202-551-6388 or Larry Spirgel at 202-551-3815 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Andrew Stephenson