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CORRESP
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Ms. Joyce Sweeney

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

Washington, D.C. 20549, United States

 Re: T Stamp Inc.

Amendment No. 1 to Registration Statement
on Form S-1

Filed November 23, 2022

File No. 333-267668

    From:
    Alex Valdes, Chief Financial Officer of T Stamp Inc.

    Date:
    December 15, 2022

Dear Ms. Sweeney,

We acknowledge receipt of the comments in the
letter dated December 7, 2022 from the staff of the Division of Corporation Finance (the “Staff”) regarding the registration
statement of T Stamp Inc. (the “Company”, “we”, “us”, “our”), which we have set out below,
together with our responses.

    1.
    Comment (Risk Factors, page 19): 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 to the financial reporting close process.

Response (Risk Factors, page 19):

We note to the Staff that the reference to the
financial closing process does not only pertain to the calculation of stock-based awards, but also to the financial reporting close process.

In response to the Staff’s comment, we have
revised the risk factor on page 19 of the registration statement to clarify this point.

 2. Comment (Risk Factors, page 19): 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.

Response (Risk Factors, page 19):

In response to the Staff’s comment, we have
revised the risk factor on page 19 of the registration statement to further describe the remediation efforts related to these identified
material weaknesses and have clarified that we believe that we have now successfully remediated the previously identified material weaknesses
discussed in this risk factor.

 3. Comment (Use of Proceeds, page 20): 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.

Response (Use of Proceeds, page 20):

In response to the Staff’s comment, we have
corrected this previously erroneous statement in this latest amended registration statement.

 4. Comment (Capitalization, page 28): 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.

Response (Capitalization, page 28):

In response to the Staff’s comment, we have
revised the table in the "Capitalization" section of the registration statement to remove the pro forma column that assumed
no exercise of warrants, as the Staff correctly noted that the impact of the private placement transaction is already reflected in our
September 30, 2022 financial statements. We have also revised the other pro-forma columns to correct this error.

We note to the Staff that we have assumed the
exercise of the Warrants in this table for illustrative purposes - but, in response to the Staff’s comment, we have added a footnote
to our explaining that, unless our Nasdaq trading price increases above $1.77, these Warrants will unlikely be exercised.

 5. Comment (Management's Discussion and Analysis of Financial Condition and Results of Operations Key
Business Measures, page 31): 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 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.

Response (Management's Discussion and Analysis
of Financial Condition and Results of Operations Key Business Measures, page 31): Please see the Company’s answers to the above
bulleted questions.

 ● Point 1: For these types of arrangements, the outsourced web hosting fees are built into the per-transaction
usage fee that is charged to the customer. The outsourced web hosting fees for these types of arrangements are recorded as revenue and
the cost is recorded as the cost of sales. Lastly, these charges are not specifically identified as "reimbursable" costs in
the contract.

 ● Point 2: The outsourced web hosting fees and the upcharge fee are separately specified in customer
revenue contracts in which the Company charges an upcharge fee. Please see the explanation below regarding the Company’s consideration
of ASC 606-10-55-36 through 55-40 and ASC 606-10-32-2.

ASC 606-10-55-36:
When another party is involved in providing goods or services to a customer, the entity should determine whether the nature of its
promise is a performance obligation to provide the specified goods or services itself (that is, the entity is a principal) or to arrange
for those goods or services to be provided by the other party (that is, the entity is an agent). An entity determines whether it is a
principal or an agent for each specified good or service promised to the customer. A specified good or service is a distinct
good or service (or a distinct bundle of goods or services) to be provided to the customer (see paragraphs 606-10-25-19 through 25-22).
If a contract with a customer includes more than one specified good or service, an entity could
be a principal for some specified goods or services and an agent for others.

ASC 606-10-55-36A: To
determine the nature of its promise (as described in paragraph 606-10-55-36), the entity should:

(a) Identify
the specified goods or services to be provided to the customer (which, for example, could be a right to a good or service to be provided
by another party [see paragraph 606-10-25-18])

In
relation to the contracts in which the Company charges outsourced web hosting fees accompanied with an upcharge, there are typically a
few distinct goods and services provided. These distinct services typically are (1) outsourced web hosting; (2) software; and (3) maintenance
of the software. In concluding whether the outsourced web hosting services are distinct, we referenced ASC 606-10-25-19, which
states:

“A
good or service that is promised to a customer is distinct if both of the following criteria are met:

a. The customer can benefit from the good or service
either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable
of being distinct).

b. The entity’s promise to transfer the good or service to the customer is separately identifiable from other
promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract).”

We
note that outsourced web hosting services are something that the customer can benefit from on their own. For example, the customer could
host other software or their own internal environment on the outsourced web hosting platform. Further, the outsourced web hosting services
are distinct within the context of the contract. Specifically, the contracts specify that T Stamp is not responsible for the performance
of the outsourced web hosting environment and is managing the outsourced web hosting environment on the customer’s behalf, or hosting
T Stamp software on the outsourced web hosting infrastructure. As such, we have concluded that the criteria have been met to conclude
that the outsourced web hosting services are distinct for contracts where the outsourced web hosting fees are passed onto customers with
an upcharge.

(b)
Assess whether it controls (as described in paragraph 606-10-25-25) each specified good or service before that good or service is transferred
to the customer.

ASC 606-10-25-25:
Goods and services are assets, even if only momentarily, when they are received and used (as
in the case of many services). Control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining
benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits
from, an asset. The benefits of an asset are the potential cash flows (inflows or savings in outflows) that can be obtained directly or
indirectly in many ways, such as by:

(a)
Using the asset to produce goods or provide services (including public services)

(b)
Using the asset to enhance the value of other assets

(c)
Using the asset to settle liabilities or reduce expenses

(d)
Selling or exchanging the asset

(e)
Pledging the asset to secure a loan

(f)
Holding the asset.

In
relation to the distinct services identified above, we have concluded that service (1): outsourced web hosting is not controlled by the
Company. Within these arrangements, the Company is setting up a customer’s environment, or T Stamp’s software within an outsourced
web hosting provider’s cloud infrastructure. In these arrangements, the customer wants a unique instance of the outsourced web hosting
provider’s environment, and we facilitate the set-up of that environment on behalf of the customer. We do not guarantee the performance
of the outsourced web hosting provider’s environment as it relates to the outsourced web hosting, and only (a) maintain and develop
within the environment on behalf of the customer and (b) host our software within the outsourced web hosting environment. As such, we
have concluded that service (1) is not within the Company’s control.

ASC 606-10-55-37: An
entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. However,
an entity does not necessarily control a specified good if the entity obtains legal title to that good only momentarily before legal title
is transferred to a customer. An entity that is a principal may satisfy its performance obligation to provide the specified good or service
itself or it may engage another party (for example, a subcontractor) to satisfy some or all of the performance obligation on its behalf.

We have concluded that service (1): outsourced
web hosting is not within the control of the Company, as the outsourced web hosting provider (a) controls the environment that hosts the
Company’s software; and (b) hosts the environment that the Company maintains on behalf of the customer. Further, we note that the
Company does not guarantee the performance of the outsourced web hosting provider’s service, which is specifically stated in the
agreements.

ASC 606-10-55-37A: When
another party is involved in providing goods or services to a customer, an entity that is a principal obtains control of any one of the
following:

(a)
A good or another asset from the other party that it then transfers to the customer.

For the
outsourced web hosting services (or service (1)), we have concluded that we do not obtain control of the outsourced web hosting prior
to it being transferred to the customer. We set up the customer’s environment or T Stamp’s software within the outsourced
web hosting provider’s infrastructure, but the customer controls what if any, development and maintenance activities are to be performed
by the Company. Further, as mentioned above, we do not guarantee the outsourced web hosting provider’s performance and are maintaining
and developing that environment, or T Stamp’s software, on behalf of the customer.

(b) A right to a
service to be performed by the other party, which gives the entity the ability to direct that party to provide the service to the customer
on the entity's behalf.

We note
that the outsourced web hosting services do not provide T Stamp the right to a service to be performed by the third party. Thus, this
criterion does not impact our assessment.

(c)
A good or service from the other party that it then combines with other goods or services in providing the specified good or service to
the customer. For example, if an entity provides a significant service of integrating goods or services (see paragraph 606-10-25-21(a))
provided by another party into the specified good or service for which the customer has contracted, the entity controls the specified
good or service before that good or service is transferred to the customer. This is because the entity first obtains control of the inputs
to the specified good or service (which include goods or services from other parties) and directs their use to create the combined output
that is the specified good or service.

We note
that the outsourced web hosting service is used to (a) host T Stamp’s software; or (b) host the customer’s internal environment,
which is maintained by T Stamp on the customer’s behalf. We note that the customer would be able to use other outsourced web hosting
services or host the software on its internal infrastructure if deemed necessary. T Stamp does not significantly modify or customize the
outsourced web hosting service but instead uses it to host the software ultimately used by the customer. As mentioned above, the outsourced
web hosting environment’s performance is not guaranteed by the T Stamp and is the responsibility of the outsourced web hosting provider.
As such, we have concluded that this crit