SecProbe.io

CORRESP
 1
 filename1.htm

 April 28, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re:

 Request for Acceleration of Effectiveness

 T Stamp Inc.

 Registration Statement on Form S-3

 Filed April 24, 2026

 File No. 333-295319

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, T Stamp Inc. (the " Company ") hereby requests that the effectiveness of the above-referenced Registration
Statement on Form S-3, be accelerated to Thursday, April 30, 2026, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

 Very truly yours,

 T Stamp Inc.

 /s/ Gareth Genner

 Gareth Genner

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 20, 2026

Alex Valdes
Chief Financial Officer
T Stamp Inc
3017 Bolling Way NE, Floor 2
Atlanta, GA 30305

 Re: T Stamp Inc
 Draft Registration Statement on Form S-3
 Submitted April 14, 2026
 CIK No. 0001718939
Dear Alex Valdes:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.

 Please contact Mariam Mansaray at 202-551-6356 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Andrew Stephenson
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 November 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Office of Technology

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re:

 Request for Acceleration of Effectiveness

 T Stamp Inc.
 Registration Statement on Form S-3
 Filed November 24, 2025
 File No. 333-291758

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, T Stamp Inc. (the " Company ") hereby requests that the effectiveness of the above-referenced Registration
Statement on Form S-3, be accelerated to Friday, November 28, 2025 at 4:00 p.m. Eastern time or as soon thereafter as practicable.

 Very truly yours,

 T Stamp Inc.

 /s/ Gareth Genner

 Gareth Genner

 Chief Executive Officer

 cc:
 AS, Esq. & GHA, Esq.

 CrowdCheck Law, LLP

CORRESP
1
filename1.htm

February 3, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Technology

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Request for Acceleration of Effectiveness

    T Stamp Inc.Registration Statement on Form S-1/AFiled
                                            January 31, 2025File
                                            No. 333-284525

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, T Stamp Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration
Statement on Form S-1, be accelerated to Wednesday, February 5, 2025 at 4:00 p.m. Eastern time or as soon thereafter as practicable.

    Very truly yours,

    T Stamp Inc.

    /s/
    Gareth Genner

    Gareth Genner

    Chief Executive
    Officer

 cc: AS, Esq. & GHA, Esq.

CrowdCheck Law, LLP

CORRESP
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January
30, 2025

Office
of Technology

Division
of Corporation Finance

Securities
and Exchange Commission

Washington
DC 20549

 Re: T Stamp Inc.

Registration Statement on Form S-1

Filed January 27, 2025

File No. 333-284525

Ladies and Gentlemen:

We acknowledge receipt of comments in the letter
dated January 29, 2025 from the staff of the Division of Corporate Finance – Office of Technology (the “Staff”)
regarding the Registration Statement of T Stamp Inc. (the “Company”), which we have set out below, together with our
responses.

Registration Statement on Form S-1

General

 1. Given the nature of your offering, including the size of the transaction relative to the number of outstanding shares held by non-affiliates
and the amount of time Armistice Capital Master Fund Ltd. has held its shares, it appears that the transaction may be an indirect primary
offering on behalf of the registrant. Please provide us with a detailed legal analysis of your basis for determining that it is appropriate
to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please consider Question
612.09 of our Securities Act Rules Compliance and Disclosure Interpretations.

For the reasons set forth
below, the Company respectfully submits to Staff that the proposed resale of shares by the Selling Stockholder as contemplated in the
Registration Statement is not an indirect primary offering where the offering is being conducted by or on behalf of the Company, and
that it is appropriate to characterize this transaction as a secondary offering under Rule 415(a)(1)(i) under the Securities Act of 1933,
as amended (the “Securities Act”).

The Company has reviewed
Staff’s historical guidance as set forth in the Securities Act Rules Compliance and Disclosure Interpretations Question 612.09
(“C&DI 612.09”), which identifies six factors to be considered in determining whether a purported secondary offering
is really a primary offering.

C&DI 612.09 states
in relevant part, “It is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling
shareholders are actually underwriters selling on behalf of an issuer … The question of whether an offering styled a secondary
one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration
should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship
to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether
under all the circumstances it appears that the seller is acting as a conduit for the issuer.”

The Company addresses each of
the above factors in the analysis below. In the Company’s view, based on a review of all of the factors, the Staff should consider
the proposed resale of shares by the Selling Stockholder as contemplated by the Registration Statement as a valid secondary offering.

Factor 1: How Long the Selling Stockholder
Has Held the SharesThe

2,096,842 shares to be registered for resale under the Registration Statement (the “Shares”)
include: (i) 621,303 shares of Class A Common Stock issuable upon the exercise of certain warrants sold to the Selling Stockholder in
private placement offering consummated on January 8, 2025; (ii) 648,148 shares of Class A Common Stock issuable upon the exercise of
common stock purchase warrants sold to the Selling Stockholder in a private placement offering consummated on December 6, 2024 (that
are subject to a preliminary registration statement filed on Form S-3 (File No. 333-283945) that will be withdrawn prior to effectiveness
of the registration statement in this offering); and (iii) 827,391 shares of Class A Common Stock issuable upon exercise of warrants
sold to the Selling Stockholder in a private placement offering consummated on September 3, 2024 and which were registered on a registration
statement on Form S-3 (File No. 333-282310) that was initially declared effective by the SEC on December 6, 2024.

We believe that the Staff’s
guidance on secondary offering registration as set forth in the Securities Act Rules Compliance and Disclosure Interpretations Question
116.19 (“C&DI 116.19”) which clarifies that, under the circumstances set forth therein, a valid secondary offering may
occur immediately following the closing of a private placement without the satisfaction of any required holding period, is instructive
on the issue of registration of the Shares: “In a PIPE transaction, a company will be permitted to register the resale of securities
prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities (or in the case of convertible
securities, of the convertible security itself) to the investor, and the investor is at market risk at the time of filing of the resale
registration statement. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is
not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any
subsequent date. When a company attempts to register for resale shares of common stock underlying unissued, convertible securities, the
PIPE analysis applies to the convertible security, not to the underlying common stock.”

As of the date of this
letter, the warrants underlying 827,391 of the Shares have been held by the Selling Stockholder for over three months; the
warrants underlying 648,148 of the Shares have been held for nearly two months; and the warrants underlying 621,303 of the Shares
have been held for nearly one month. Each of the issuances of the warrants underlying the Shares was made in a bona fide private
placement exempt from registration under Section 4(a)(2) of the Securities Act. As described below, the Selling Stockholder made
customary investment and private placement representations in the respective Securities Purchase Agreements for the purchases of the
warrants from the Company. The Selling Stockholder has already purchased warrants for a set number of securities for a set purchase price
that is not based on market price or a fluctuating ratio – and the exercise price for the warrants underlying the Shares being
registered for resale is not based on market price or a fluctuating ratio.

In addition, due to the
historically limited trading volume in the Company’s Class A Common Stock (with irregular occurrences of trading volume of significance),
the Company believes that the Selling Stockholder likely would need to continue to bear the market risk of a significant portion of their
investment because it could be difficult for them to sell such a large number of shares into the public market without significantly
reducing the price that they would receive, or without exceeding the 9.99% beneficial ownership blocker the Selling Stockholder agreed
to (as described more fully below). This is demonstrated by the Selling Stockholder continuing to hold the 827,391 shares of the Company’s
Class A Common Stock issuable upon exercise of warrants which were registered on a registration statement on Form S-3 (File No. 333-282310).

Further,
the timing of the filing of the Registration Statement was determined by the Selling Stockholder, pursuant to the requirement under the
Securities Purchase Agreement to file a Registration Statement on Form S-1 to register the resale of the Shares, and not by the Company.

Factor 2: The Circumstances Under Which
the Selling Stockholder Received The Shares

As described above, the
Selling Stockholder acquired the warrants underlying the Shares in bona fide private placement transactions pursuant to an exemption
from registration under Section 4(a)(2) of the Securities Act.

In each of the Securities
Purchase Agreements pursuant to which the warrants underlying the Shares were sold to the Selling Stockholder, the Selling Stockholder
made customary investment and private placement representations to the Company, including that such Selling Stockholder (i) was
an “accredited investor” as defined in Rule 501(a) under the Securities Act, (ii) was acquiring the warrants underlying
the Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute
any of the Shares to any person, (iii) will not sell or otherwise dispose of any of the warrants or the Shares, except in compliance
with the registration requirements of the Securities Act and any other applicable securities laws or pursuant to an applicable exemption
therefrom, (iv) had such knowledge and experience in financial and business matters and in investments of this type that such Selling
Stockholder was capable of making an informed investment decision and has so evaluated the merits and risks of such investment and (v) was
able to bear the economic risk of an investment in the Shares and able to afford a complete loss of such investment.

The Company is neither
aware of any evidence that would indicate that these representations were false nor aware of any evidence that the Selling Stockholder
has any plan to act in concert to effect a distribution of their Shares. In addition, the Company is not aware of any evidence that would
indicate that a distribution would occur if the Registration Statement were declared effective.

Under the Commission’s rules, a
 “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution” as “an
offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading
transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.” The Company is
not aware of any evidence that would indicate that any special selling efforts or selling methods (such as road shows or other actions
to condition the market for the Company’s Common Stock) by or on behalf of the Selling Stockholder has or will take place if the
Registration Statement is declared effective. To do so would violate the detailed representations and covenants made by them in the Securities
Purchase Agreements pursuant to which the Selling Stockholder purchased the warrants underlying the Shares.

Factor 3: The Selling Stockholder’s
Relationship to the Company

The Company’s understanding
is that Selling Stockholder is a private investment fund. The Selling Stockholder has no representative on the Company’s board
of directors, nor does the Selling Stockholder have any special contractual rights as stockholders of the Company under any stockholders’
or similar agreement, other than the rights set forth in the various Securities Purchase Agreements and related documents entered into
with the Company for the purchase of the warrants underlying the Shares.

Furthermore, the Selling Stockholder is not acting on behalf
of the Company with respect to the Shares being registered for resale under the Registration Statement, and the Company has no contractual,
legal or other relationship with the Selling Stockholder that would control the timing, nature and amount of resales of such Shares following
the effectiveness of the Registration Statement or whether such Shares are even resold at all under the Registration Statement. The registration
rights granted to the Selling Stockholder in the pursuant to each Securities Purchase Agreement from the September 3, 2024, December
6, 2024 and January 8, 2025 private placements are traditional registration rights and are not indicative of any desire of the Selling
Stockholder to sell or distribute Shares on behalf of the Company, or at all. The Selling Stockholder negotiated for the customary registration
rights set forth in the Securities Purchase Agreements for a variety of business reasons, and the registration rights were not granted
by the Company for the purpose of conducting an indirect primary offering. In addition, the Company will not receive any of the proceeds
from any resale of the Shares by the Selling Stockholder under the Registration Statement.

Factor 4: The Amount of Shares Involved

As of January 24, 2025,
the Company had 2,200,046 shares of Common Stock outstanding. The Shares being registered for resale under the Registration Statement
would collectively represent approximately 95% of the Company’s outstanding shares as of January 24, 2025 upon exercise of the warrants.
However, each private placement transaction purchase restricts the Selling Stockholder from exercising the warrants resulting in beneficial
ownership of greater than 9.99%.

The
Selling Stockholder beneficially owns 0 shares of outstanding Common Stock, representing 0% of the Company’s Common Stock outstanding
as of January 24, 2025.  When including shares acquirable within
60 days, the Selling Stockholder beneficially owns 2,336,044 shares of Common Stock, representing approximately 45.27% of the Common Stock
outstanding as of January 24, 2025 (including all shares acquirable within 60 days) – but which would be subject to the 9.99% blocker
described above.

Regardless of percentage,
it is important to note that the amount of shares being registered is only one factor cited in C&DI 612.09, and is not controlling.

Moreover, the Company
has reviewed various historical guidance from Staff, including the Securities Act Rules Compliance and Disclosure Interpretations Question
612.12, which states, “A controlling person of an issuer owns a 73% block. That person will sell the block in a registered “at-the-market”
equity offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person
that is not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

The above historical
guidance from Staff illustrates that even a single, large stockholder can effect a valid secondary offering of shares, even where the
stockholder’s ownership percentage in the issuer is significant.

Factor 5: Whether the Selling Stockholder
is in the Business of Underwriting Securities

The Selling Stockholder
is a private investment fund, and to the Company’s knowledge, is not a broker-dealer, nor is it affiliated with a broker-dealer.
To the Company’s knowledge, the Selling Stockholder is not in the business of underwriting securities. Additionally, the issuance
of the Shares covered by the Registration Statement was neither conditioned on the prior effectiveness of the Registration Statement nor
otherwise conditioned on the Selling Stockholder’ ability to resell the shares.

The facts indicate that
the Selling Stockholder made a fundamental decision to invest in the Company on a long-term basis, and not seeking to distribute the Shares
on behalf of the Company.

Accordingly, the Company
believes that none of the features commonly associated with acting as an underwriter are present.

Factor 6: Whether Under All the Circumstances
it Appears that the Selling Stockholder is Acting as a Conduit for the Company

Based on the foregoing
analysis, the Company respectfully submits that the facts do not support the determination that the Selling Stockholder are acting as
a conduit for the Company. The Selling Stockholder acquired the warrants underlying the Shares in various tranches between approximately
one and three months ago, each in a bona fide private placement transaction in which they made the typical investment and private placement
representations to the Company. Since such time, the Selling Stockholder has borne the full economic risk of ownership of their Shares,
and likely will continue to do so for a significant period of time given (a) the 9.99% beneficial ownership blocker agreed to by the Selling
Stockholder; (b) the historically limited tradi

January 29, 2025
Gareth Genner
Chief Executive Officer
T Stamp Inc.
3017 Bolling Way NE, Floor 2
Atlanta, Georgia 30305
Re:T Stamp Inc.
Registration Statement on Form S-1
Filed January 27, 2025
File No. 333-284525
Dear Gareth Genner:
            We have conducted a limited review of your 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.
Registration Statement on Form S-1
General
1.Given the nature of your offering, including the size of the transaction relative to the
number of outstanding shares held by non-affiliates and the amount of time Armistice
Capital Master Fund Ltd. has held its shares, it appears that the transaction may be an
indirect primary offering on behalf of the registrant. Please provide us with a detailed
legal analysis of your basis for determining that it is appropriate to characterize the
transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For
guidance, please consider Question 612.09 of our Securities Act Rules Compliance
and Disclosure Interpretations.

January 29, 2025
Page 2
Selling Stockholders, page 25
2.Please revise to ensure you provide all of the information required by Item 507 of
Regulation S-K. For example, please ensure you disclose the percentage of the Class
A common stock Armistice will own after completion of the offering.
3.Footnote 1 to the table discloses that the 250,930 shares of Class A common stock
held by Armistice consists of "250,930 shares of Class A Common Stock underlying
certain other warrants held by Armistice Capital Master Fund Ltd., as well as
2,096,842 shares of Class A Common Stock underlying the Warrants." We note that
Armistice also received shares of Class A common stock in various registered direct
offerings. Please clarify whether Armistice continues to hold these shares and whether
they are included here. Additionally, to the extent Armistice beneficially owns more
than five percent of your Class A common stock, please revise your beneficial
ownership table on page 70 to disclose Armistice's beneficial ownership.
            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.
            Please contact Mitchell Austin at 202-551-3574 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Andrew Stephenson

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December 4, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Request for Acceleration of Effectiveness

    T Stamp Inc.

    Amended Registration Statement on Form S-3

    Filed December 4, 2024

    File No. 333-282310

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, T Stamp Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration
Statement on Form S-3, be accelerated to Friday, December 6, 2024, at 9:00 a.m., Eastern time, or as soon thereafter as practicable.

    Very truly yours,

    T Stamp Inc.

    /s/ Gareth Genner

    Gareth Genner

    Chief Executive Officer

October 16, 2024
Gareth Genner
Chief Executive Officer
T Stamp Inc
3017 Bolling Way NE, Floor 2
Atlanta, Georgia, 30305
Re:T Stamp Inc
Registration Statement on Form S-3
Filed September 24, 2024
File No. 333-282310
Dear Gareth Genner:
            We have conducted a limited review of your 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.
Registration Statement on Form S-3
Incorporation of Certain Information by Reference, page 19
1.Please revise this section to incorporate by reference the Item 5.07 Form 8-K filed on
March 22, 2024. Refer to Item 12(a)(2) of Form S-3.
General
2.We note your disclosure that the shares of Class A common stock that you are seeking
to register for resale underlie warrants that may not be exercised until you have
obtained shareholder approval of certain transactions you entered into with the selling
stockholder. It is generally inappropriate to register securities for resale before the
unregistered transaction in which those securities are to be issued is complete. Please
confirm that you will not request acceleration of the effectiveness of this registration
statement until after you have obtained the required shareholder approvals.

October 16, 2024
Page 2
            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.
            Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Andrew Stephenson

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September 20, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Request for Acceleration of Effectiveness

T
Stamp Inc.

Amended Registration Statement on Form S-3

 Filed September 9, 2024

 File No. 333-280884

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, T Stamp Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration
Statement on Form S-3, be accelerated to Tuesday, September 24, 2024, at 9:00 a.m., Eastern time, or as soon thereafter as practicable.

    Very truly yours,

    T Stamp Inc.

    /s/ Gareth Genner

    Gareth Genner

    Chief Executive Officer

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September 6, 2024

Larry Spirgel

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington DC 20549

    Re:
    T Stamp Inc.

    Amendment No. 1 to Registration Statement on Form S-3

    Filed August 16, 2024

    File No. 333-280884

Dear Mr. Spirgel,

We acknowledge receipt of the comments in the letter dated August 28,
2024 from the staff of the Division of Corporate Finance - Office Technology (the “Staff”) regarding the Registration
Statement on Form S-3 of T Stamp Inc. (the “Company”), which we have set out below, together with our responses.

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.

The Company provided additional clarification that its intention for
participation by stockholders results from the ratification vote that will be put to stockholders subsequent to the effectiveness of this
registration statement. Until such time, the Selling Stockholder will not be able to exercise voting control of any shares that exceed
19.99%. This limitation does not apply to any potential purchaser of the shares of the Selling Securityholder.

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.

The Company has amended its disclosures to confirm that the
$500,000 promissory note payable on July 31, 2024 has been repaid, as well as to update its disclosures regarding the August 31, promissory note.

Thank you again for the opportunity to respond to your questions and
comments on the Company’s Registration Statement. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com

    1

Sincerely,

    /s/ Andrew Stephenson

    Andrew Stephenson

    Partner, CrowdCheck Law LLP

    cc: Geoffrey Ashburne, Esq.

    CrowdCheck Law LLP

    cc: Gareth Genner,

    Chief Executive Officer of T Stamp Inc.

    2

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 16, 2024

Larry Spirgel

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington DC 20549

 Re: T Stamp Inc.

Registration Statement on Form S-3

Filed July 18, 2024

File No. 333-280884

Dear Mr. Spirgel,

We acknowledge receipt of the comments in the letter dated August 13,
2024 from the staff of the Division of Corporate Finance - Office Technology (the “Staff”) regarding the Registration
Statement on Form S-3 of T Stamp Inc. (the “Company”), which we have set out below, together with our responses.

Registration Statement on Form S-3 Filed July 18, 2024

Voting Limitation Agreement, page 6

 1. We note that on July 13, 2024 you and the Selling Stockholder entered into a Voting Limitation Agreement whereby the Selling Stockholder
cannot vote its shares representing more than 19.99% of the issued and outstanding shares of your Common Stock without stockholder approval,
or until after the SPA is ratified at the next general meeting of stockholders, at which point voting power will be restored. Please expand
your disclosure to clarify the reasons behind the voting limitation.

In response to the Staff’s comment, the Company has revised its
disclosure under “Prospectus Summary – Recent Developments – Voting Limitation Agreement” to clarify the reasons
behind the voting limitation in the Voting Limitation Agreement.

General

 2. Given the size of the offering relative to the number of common shares outstanding and held by non-affiliates, a single private
investor and timing of the private offering, please provide us with a detailed legal and factual analysis explaining your basis for determining
that this secondary offering is eligible to be made under Rule 415(a)(1)(i) and why it should not be treated as a primary offering. In
responding, please consider the guidance set forth in Question 612.09 of our Securities Act Rules Compliance and Disclosure Interpretations.

The Company respectfully submits that the offering contemplated in
the Registration Statement is not an indirect primary offering, but is a valid secondary offering by or on behalf of the selling stockholders
that may be registered for resale on a continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933, as amended (the “Securities
Act”).

    1

Rule 415(a)(1)(i) provides that securities may be registered for an
offering to be made on a continuous or delayed basis in the future, provided that the registration statement pertains only to securities
 “which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant
or a person of which the registrant is a subsidiary.” Thus, Rule 415(a)(1)(i) permits an issuer to register securities to be sold
on a delayed or continuous basis by the selling stockholders in a secondary offering.

In Interpretation 612.09 of the Staff’s Securities Act Rules
Compliance and Disclosure Interpretations (“C&DI”), the Staff sets forth a detailed analysis of the relevant
factors that should be examined when determining whether the offering is by or on behalf of a person other than the registrant. Interpretation
612.09 provides that:

“It is important to identify whether a purported secondary
offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf of an issuer. Underwriter
status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery requirements. In an offering
involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form in some cases will be unavailable
(e.g., because of the Form S-3 “public float” test for a primary offering, or because Rule 415(a)(1)(i) is available for secondary
offerings, but primary offerings must meet the requirements of one of the other subsections of Rule 415). The question of whether an offering
styled as a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds.
Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them,
their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and
finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.”

Each of the relevant factors listed in Interpretation 612.09 is discussed
below. Based on an analysis of the specific factors listed in Interpretation 612.09 and all the circumstances for the Company, the Company
respectfully submits that the transaction described herein is appropriately characterized as a transaction that is eligible to be made
under Rule 415(a)(1)(i).

(A) How long the selling stockholders have held the shares

The Company entered into the securities purchase agreement on July
13, 2024 (the “Securities Purchase Agreement”) with an investor (the “Investor”).
Pursuant to the Securities Purchase Agreement, the Investor committed to purchase from the Company and the Company agreed to issue 4,597,701
shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”).

The issuance pursuant to the Securities Purchase Agreement was exempt
from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public
offering under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D of the Securities Act and in reliance on similar
exemption under applicable state law. The Investor represented to the Company in the Securities Purchase Agreement that it was an accredited
investor within the meaning of Rule 501(a) of Regulation D and that it was acquiring the Common Stock for the Investor’s own account,
had no arrangements with other persons to distribute the Common Stock, and was not acquiring the Common Stock with a view to or for distributing
or reselling the Common Stock in violation of the Securities Act or any applicable state securities law.

    2

Generally, the longer shares are held, the less likely it is that a
selling stockholder is acting as a mere conduit for the Company. However, the Company notes that there is no mandatory holding period
for a private investment in public equities (“PIPE”) transaction, such as under the Securities Purchase Agreement,
to be characterized as a private placement. As noted by the Staff in Securities Act C&DI Question 139.11, a valid secondary offering
could in theory occur immediately following the closing of a private placement. C&DI Question 139.11 provides as follows:

“In a PIPE transaction, a company will be permitted
to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities
[…] to the investor, and the investor is at market risk at the time of filing of the resale registration statement. The investor
must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating
ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date. […] There can be no
conditions to closing that are within an investor’s control or that an investor can cause not to be satisfied. For example, closing
conditions in capital formation transactions relating to the market price of the company’s securities or the investor’s satisfactory
completion of its due diligence on the company are unacceptable conditions. The closing of the private placement of the unissued securities
must occur within a short time after the effectiveness of the resale registration statement.”

As the interpretation states, a company may even register a secondary
offering before shares are issued in a PIPE transaction. The Company is not aware of any Staff guidance on Rule 415 addressing the appropriate
length of time shares must be held in order to determine whether a purported secondary offering is really a primary offering. In addition,
the Company is not aware that the Staff has taken the position that the period of time elapsing between a closing and effectiveness of
a registration statement has raised concerns about whether the offering is a valid secondary offering, and the Company believes such a
position would be inconsistent with C&DI Question 139.11 mentioned above, which allows inclusion of the securities sold after a registration
statement is filed if the registration statement is not yet effective.

Furthermore, because the purchase price has already been paid and the
Common Stock delivered to the Investor, the Investor bears the investment risk of holding all of these securities issued under the Securities
Purchase Agreement. The Investor participated in the offering with the knowledge that it might not be able to exit its position at a profit,
and it provided evidence that it purchased the Common Stock with the intent to invest, rather than to effect a distribution, as an underwriter
would have. The Investor has already been subject to the full investment risk associated with ownership of the Company’s equity
securities for over one month, and even if the Registration Statement were immediately declared effective it could be several months before
the Investor could resell all of the Common Stock which the Company is seeking to register. Accordingly, the Investor cannot be compared
to underwriters as underwriters (by definition) do not take long term risk on an issuer’s equity securities.

(B) The circumstances under which the selling stockholders received
their shares

The Common Stock sold to the Investor resulted from an arm’s-length
private placement transaction pursuant to the Securities Purchase Agreement, and which complied in all respects with Section 4(a)(2) of
the Securities Act. As set forth in the Registration Statement, the Company will not receive any proceeds from the resale of the Common
Stock by the Investor. Although the question of who receives proceeds is not the only factor on which the analysis of the character of
an offering should be based, the fact that the Company will not receive any financial benefits from the sales of the securities being
registered further supports the conclusion that the proposed offering is not a primary offering on behalf of the Company.

    3

Furthermore, the Investor specifically represented to the Company,
as set forth in Section 2.2(b) of the Securities Purchase Agreement, that it was acquiring the securities for its own account and has
no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Common Stock.

In addition, as far as the Company is aware, the Investor has not engaged,
or will engage, in any directed selling efforts, marketing or other solicitation of purchasers or otherwise pre-arrange for the sale of
the Common Stock being registered. The Investor anticipates being able to sell the shares of Common Stock in ordinary trading in public
markets and, accordingly, is subject to general risks of trading securities in public markets, including the risk that the Investor sells
the shares below their cost basis. This is particularly relevant to the Company’s sale of the Common Stock, where the trading price
of the Common Stock continues to remain below its initial trading price.

(C) Selling stockholders’ relationship with the Company

Prior to the sales of the Common Stock, the Investor did not have any
relationship with the Company. The Investor or its respective affiliates has not held any position or office or has had any material relationship
with the Company within the past three years.  Moreover, the Staff has previously noted in the C&DI Question 212.15 that “affiliates
of issuers are not necessarily treated as being the alter egos of the issuers. Under appropriate circumstances, affiliates may make offerings
that are deemed to be genuine secondaries.” As a result, this factor weighs favorably in the Company’s determination that
the offering for resale of the Common Stock by the Investor under the Registration Statement is a secondary offering and not a primary
offering.

(D) The amount of shares being registered

The Company acknowledges the large amount of shares of the Common Stock
involved; however, the Company does not believe that the amount of shares being registered alone warrants re-characterizing a valid secondary
offering as a primary offering. Pursuant to Interpretation 612.09, the amount of shares being offered is only one of several factors to
be considered in evaluating whether, under all the circumstances, a purported secondary offering is instead an indirect primary offering.
Furthermore, the Staff’s own interpretations support the Company’s position. For example, C&DI Interpretation 612.12 describes
a scenario in which a holder of more than 70% of the outstanding stock of a company is able to effect a valid secondary offering. The
interpretation states, in relevant part:

“A controlling person of an issuer owns a 73% block.
That person will sell the block in a registered ‘at-the-market’ equity offering. Rule 415(a)(4) applies only to offerings
by or on behalf of the registrant. A secondary offering by a control person that is not deemed to be by or on behalf of the registrant
is not restricted by Rule 415(a)(4).”

The Company believes that these interpretive provisions make clear
that a single holder of in excess of 70% of the public float of a company’s common stock can effect a valid secondary offering of
its shares unless other facts, beyond the mere level of ownership, indicate that the selling stockholder is acting as a conduit of the
issuer. In this case, the Investor holds approximately 27% of the Company’s Common Stock as of the date of this letter.

Moreover, there is no evidence that a distribution would occur if the
Registration Statement is declared effective. The Company is not aware of any agreements or understandings with any person with respect
to the distribution of the shares. We note that under Rule 100(b) of Regulation M, a “distribution” is defined to require
special selling efforts:

    4

“[A]n offering of securities, whether or not subject
to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and
the presence of special selling efforts and special selling methods.” (emphasis added)

Accordingly, the Company has not been advised, and is not otherwise
aware, of any special selling efforts or selling methods that have been or will take place in connection with the filing of the Registration
Statement. Nor is there any evidence that the Investor has conducted any road shows or taken any other actions to condition or “prime”
the market for its shares. The mere size of a potential offering does not make a proposed sale a “distribution,” and the Company
believes that the other factors discussed in this letter support the characterization of the offering as secondary in nature.

(E) Whether the selling stockholders are involved in the underwriting
business

To our knowledge, the Investor is not involved in the underwriting
business.

(F) Whether the selling stockholders act as conduit of the Company

Based on the foregoing analysis and the totality of the facts and circumstances,
the Company believes that the facts support the conclusion that the Investor is not acting on the Company’s behalf and is motivated
by its own self-interests, and therefore are not acting as conduits of the Company.

Thank you again for the opportunity to respond to your questions and
comments on the Company’s Registration Statement. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com

Sinc

August 13, 2024
Gareth Genner
Chief Executive Officer
T Stamp Inc.
3017 Bolling Way NE, Floor 2
Atlanta, GA, 30305
Re:T Stamp Inc.
Registration Statement on Form S-3
Filed July 18, 2024
File No. 333-280884
Dear Gareth Genner:
            We have conducted a limited review of your 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.
Registration Statement on Form S-3 Filed July 18, 2024
Voting Limitation Agreement, page 6
1.We note that on July 13, 2024 you and the Selling Stockholder entered into a Voting
Limitation Agreement whereby the Selling Stockholder cannot vote its shares
representing more than 19.99% of the issued and outstanding shares of your Common
Stock without stockholder approval, or until after the SPA is ratified at the next general
meeting of stockholders, at which point voting power will be restored. Please expand your
disclosure to clarify the reasons behind the voting limitation.

August 13, 2024
Page 2
General
2.Given the size of the offering relative to the number of common shares outstanding
and held by non-affiliates, a single private investor and timing of the private offering,
please provide us with a detailed legal and factual analysis explaining your basis for
determining that this secondary offering is eligible to be made under Rule 415(a)(1)(i) and
why it should not be treated as a primary offering. In responding, please consider the
guidance set forth in Question 612.09 of our Securities Act Rules Compliance and
Disclosure Interpretations.
            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.
            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

CORRESP
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April 19, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Request for Acceleration of Effectiveness

    T Stamp Inc.

    Registration Statement on Form S-3

    Filed April 11, 2024

    File No. 333-278626

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, T Stamp Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration
Statement on Form S-3, be accelerated to Tuesday, April 23, 2024, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

    Very truly yours,

    T Stamp Inc.

    /s/ Gareth Genner

    Gareth Genner

    Chief Executive Officer

CORRESP
1
filename1.htm

April 19, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Request for Acceleration of Effectiveness

    T Stamp Inc.

    Amended Registration Statement on Form S-3

    Filed April 15, 2024

    File No. 333-277151

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, T Stamp Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration
Statement on Form S-3, be accelerated to Tuesday, April 23, 2024, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

    Very truly yours,

    T Stamp Inc.

    /s/ Gareth Genner

    Gareth Genner

    Chief Executive Officer

United States securities and exchange commission logo
April 18, 2024
Gareth Genner
Chief Executive Officer
T Stamp Inc
3017 Bolling Way, NE, Floor 2
Atlanta, GA 30305
Re:T Stamp Inc
Registration Statement on Form S-3
Filed April 11, 2024
File No. 333-278626
Dear Gareth Genner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson

United States securities and exchange commission logo
February 23, 2024
Alex Valdes
Chief Financial Officer
T Stamp, Inc.
3017 Bolling Way NE, Floors 1 and 2
Atlanta, GA 30305
Re:T Stamp, Inc.
Registration Statement on Form S-3
Filed February 16, 2024
File No. 333-277151
Dear Alex Valdes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson

United States securities and exchange commission logo
August 31, 2023
Gareth Genner
Chief Executive Officer
T Stamp Inc.
3017 Bolling Way NE, Floors 1 and 2,
Atlanta, GA 30305
Re:T Stamp Inc.
Registration Statement on Form S-1
Filed August 23, 2023
File No: 333-274160
Dear Gareth Genner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Uwem Bassey, Staff Attorney, at (202) 551-3433 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson

CORRESP
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August 31, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: T Stamp Inc. (the "Company")

Registration Statement on Form S-1

File No. 333-274160

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement
be accelerated so that the same will become effective at 4:00 PM on Tuesday, September 5, 2023, or as soon thereafter as is practicable.

    Very truly yours,

    T STAMP INC.

    By:
    Gareth Genner

    Name: Gareth Genner

    Title: Chief Executive Officer

CORRESP
1
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    August 11, 2023

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Re: T Stamp Inc. (the "Company")

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

    File No. 333-272343

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 4:00 PM on Monday, August 14, 2023, or as soon thereafter as is practicable.

    Very truly yours,

    T STAMP INC.

    By:
    Gareth Genner

    Name: Gareth Genner

    Title: Chief Executive Officer

CORRESP
1
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August 2, 2023

Mr. Larry Spirgel

Office Chief

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549, United States

Re: T Stamp Inc.

Registration Statement on Form S-1 filed June 1, 2023

File No. 333-272343

Dear Mr. Spirgel,

We acknowledge receipt of comments in your letter of July 28, 2023
regarding the Registration Statement of T Stamp Inc. (the “Company”), which we have set out below, together with our responses.

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 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.

The Company acknowledges that the Prospectus Supplement
filed on April 14, 2023 incorrectly stated the basis for the calculation of the Company’s aggregate market value for use in calculating
the limitation in the amount of securities that may be sold pursuant to General Instruction I.B.6 to Form S-3. During its calculations
of the available limit, the Company utilized the market price as of April 13, 2023, which was within the lookback allowed by Instruction
I.B.1. At that date, the per share price of the Company’s common stock was $5.55 per share, resulting in an aggregate market value
held by non-affiliates of $22,393,151. As such, the prospectus supplement filed on April 14, 2023 included an amount of securities consistent
with the requirements of General Instruction I.B.6 to Form S-3.

Thank you again for the opportunity to respond to your questions to
the Registration Statement of T Stamp Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

Sincerely,

/s/ Andrew Stephenson

Andrew Stephenson

Partner

CrowdCheck Law LLP

cc: Gareth Genner

Chief Executive Officer

T Stamp Inc.

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

United States securities and exchange commission logo
April 10, 2023
Alex Valdes
Chief Financial Officer
T Stamp Inc.
3017 Bolling Way NE
Atlanta, GA 30305
Re:T Stamp Inc.
Registration Statement on Form S-3
Filed April 3, 2023
File No. 333-271091
Dear Alex Valdes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Larry Spirgel, Office
Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson

CORRESP
1
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April 10, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Request for Acceleration of Effectiveness

    T Stamp Inc.

    Registration Statement on Form S-3

    Filed April 3, 2023

    File No. 333-271091

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, T Stamp Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration
Statement on Form S-3, be accelerated to Wednesday, April 12, 2023, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

Very truly yours,

T Stamp Inc.

/s/ Gareth Genner

Gareth Genner

Chief Executive Officer

United States securities and exchange commission logo
January 24, 2023
Alex Valdes
Chief Financial Officer
T Stamp Inc.
3017 Bolling Way NE, Floors 1 and 2
Atlanta, GA 30305
Re:T Stamp Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed April 7, 2022
File No. 001-41252
Dear Alex Valdes:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson

CORRESP
1
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    January 24, 2023

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Re: T Stamp Inc. (the "Company")

    Registration Statement on Form S-1

    File No. 333-267668

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 5:00 PM on Thursday, January 26, 2023, or as soon thereafter as is practicable.

    Very truly yours,

    T STAMP INC.

    By:
    Gareth Genner

    Name: Gareth Genner

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

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. 2 to Registration Statement
on Form S-1

Filed December 16, 2022

File No. 333-267668

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

    Date:
    January 10, 2023

Dear Ms. Sweeney,

We acknowledge receipt of the comments in the
letter dated December 30, 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 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.

Response (Risk Factors, page 19):

We have revised the risk factor on page 19 of
the registration statement to clarify that our Company’s management has tested the effectiveness of these changes to our Company’s
internal control processes. Specifically, the Company now identifies that the internal control process changes described in the registration
statement were tested in the Company’s preparation and filing of the Company’s Quarterly Report on Form 10-Q for the three
and nine month periods ended September 30, 2022.

    2.
    Comment (Capitalization, page 28): 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.

Response (Capitalization, page 28):

We have revised the “Capitalization”
section of the registration statement to remove the assumption of the exercise of the Warrants.

    3.

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

Response (Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Key Business Measures, page 31):

Consistent with our amended Form 10-K, we have
removed the discussion of non-GAAP gross revenues in the “Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Key Business Measures” section of the registration statement.

Thank you for your consideration of this matter.
If you have any further questions, I may be reached by email at avaldes@truststamp.ai, and our counsel, Andrew Stephenson, may
be reached at andrew@crowdchecklaw.com.

Sincerely,

/s/ Alex Valdes

Alex Valdes

Chief Financial Officer

T Stamp Inc.

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

Ms. Kathleen Collins

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

Washington, D.C. 20549, United States

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

Date:      December 12, 2022

Subject: Responses to SEC Comment Letter _ T Stamp Inc. 10-K

Dear Ms. Collins,

Thank you for your patience in regards to our
response to your letter dated November 17, 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.

As identified below, the Company does intend to
amend its Form 10-K and subsequent Forms 10-Q. Concurrently with this review, the Company is corresponding with the Staff regarding disclosures
and accounting procedures which may impact the presentation of its Management’s Discussion & Analysis for those same forms.
The Company would appreciate the opportunity to resolve those comments as well in order to file a single amendment to each of forms.

Form 10-K for the Year Ended December 31, 2021 Item
9A. Controls and Procedures, page 48

1. We note your response to prior comment 1. In
your Form 10-K and subsequent Forms 10- Q you disclose that your auditor identified material weaknesses in relation to oversight functions
to detect errors that were present in your calculation of stock-based awards “as well as the financial reporting close process.”
Considering you have not yet remediated the material weaknesses identified by your auditor and therefore, did not have corrective processes
in place at December 31, 2021 to identify such errors, it remains unclear how management determined that the issues related to the material
weaknesses in your internal control over financial reporting were not subsumed in your disclosure controls and procedures such that the
error in your financial statements did not impair your ability to provide reasonable assurances that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles as of December 31, 2021. Please
further explain the basis for your conclusion, or revise as necessary. Similarly address management's consideration as it applies to your
conclusions as of the subsequent quarterly periods.

Following additional review of Staff guidance, the Company
understands that the broad overlap between Internal Control Over Financial Reporting (“ICFR”) and Disclosure Controls and
Procedures (“DCP”) means that only in rare instances would a weakness in ICFR would not be subsumed into DCP. As such, the
Company intends to amend its DCP disclosures in its Form 10-K and subsequent Forms10-Q as follows:

Evaluation of Disclosure Controls and Procedures

We are required to maintain disclosure controls
and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Management necessarily applied judgment in assessing the costs and benefits of such controls and procedures,
which, by their nature, can provide only reasonable assurance regarding our control objectives.

As of the end of the period covered by this annual
report, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer
along with the Chief Financial Officer, of the effectiveness, design and operation of our disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer
concluded that our disclosure controls and procedures were not effective based on a material weakness in our internal control over financial
reporting described below.

2. Please explain the timing of remediation actions
in relation to the identified material weaknesses. In this regard, you continue to reference the identified material weaknesses in your
September 30, 2022 Form 10-Q, however, you do not disclose any changes in internal control over financial reporting or discuss any efforts
to remediate such weaknesses in your Form 10-K or subsequent Forms 10-Q.

As discussed in the Company’s response letter dated
November 4, 2022, the Company undertook efforts with the intension to prevent future instances of the material weakness in ICFR identified
as at December 31, 2021, and that by doing so it was able to make its representation regarding DCP. However, these efforts have not been
tested or evaluated by its independent auditor for effectiveness. As such, the Company believed it was inappropriate to identify those
efforts when discussing its ICFR in its ongoing reporting until tested and evaluated.

Thank you for your consideration of this matter.
If you have any further questions, I may be reached by email at avaldes@truststamp.ai, and our counsel, Andrew Stephenson, may
be reached at andrew@crowdchecklaw.com.

    Sincerely,

    /s/ Alex Valdes

    Alex Valdes

    Chief Financial Officer

    T Stamp Inc.

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

CORRESP
1
filename1.htm

Ms. Joyce Sweeney

Securities and Exchange Commission

Division of Corporation Finance Office of Technology

Washington, D.C. 20549, United States

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

 Date: November 22, 2022

 Subject: Responses to SEC Comment Letter dated October 27, 2022 (T Stamp
Inc. S-1)

Dear Ms. Sweeney,

Please see the following responses
to address the comment letter dated October 27, 2022, regarding the Registration Statement on Form S-1 of T Stamp Inc. (the “Company”).
Thank you.

 1. Comment (Cover Page, page 3): We note your disclosure that "This prospectus also covers
any additional shares of Class A Common Stock that may become issuable upon any anti-dilution adjustment pursuant to the terms of the
Warrants issued to the Selling Stockholders by reason of stock splits, stock dividends, and other events described therein." Please
revise to track the language of Rule 416 of the Securities Act of 1933. Alternatively, confirm your understanding that Rule 416 covers
only securities issuable pursuant to transactions like those specified in Rule 416 and would not, for example, cover stock issuable as
a result of a market-based conversion formula. For guidance, refer to Securities Act Rules Compliance and Disclosure
Interpretation 213.02.

Response (Cover Page, page 3): The Company
has amended its prospectus to include additional clarification on the securities included in the offering and to track the language of
Rule 416 of the Securities Act of 1933.

 2. Comment (Risk Factors, page 13): We note from your December 31, 2021 Form 10-K and subsequent
Forms 10-Q that, in connection with the audit of your financial statements for the year ended December 31, 2021, your independent auditor
identified material weaknesses in your internal control over financial reporting. Please revise to include a risk factor regarding such
weaknesses. Also, describe the material weaknesses, the steps that have been taken or will be taken to remediate such weaknesses and the
timing of such remediation activities.

Response (Risk Factors, page 13): The Company
has amended its prospectus to include the requested risk factor, and also to describe the material weaknesses and the steps that have
been taken to remediate such weaknesses.

 3. Comment (Risk Factors, page 13): Your disclosure that you are controlled by your officers and
directors is inconsistent with the disclosure in the beneficial ownership table. Please advise or revise.

Response (Risk Factors, page 13): The Company
has amended its prospectus to remove this statement in the risk factor summary.

 4. Comment (Selling Stockholders, page 25): Please identify whether the selling stockholder is
a registered broker-dealer or an affiliate of a broker-dealer. Please note that a registration statement registering the resale of securities
being offered by a broker-dealer must identify the broker-dealer as an underwriter if the securities were not issued as underwriting compensation.
For a selling stockholder that is an affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller purchased
the securities in the ordinary course of business; and (2) at the time of purchase of the securities you are registering for resale, the
seller had no agreements or understandings, directly or indirectly, with any person, to distribute the securities. If you are unable to
make these statements in the prospectus, please disclose that the selling stockholder is an underwriter. Please revise or advise.

Response (Selling Stockholders, page 25): The
Company has confirmed with Armistice Capital Master Fund Ltd. that it is not affiliated with or under common control with a registered
broker-dealer.

 5. Comment (Management's Discussion and Analysis of Financial Condition and Results of Operations Key
Business Measures, page 30): We note that your presentation of the non-GAAP measure called "Gross revenues" adjusts GAAP
revenues recognized on a net basis to add back third party costs rebilled to clients and thus presents revenue on a gross basis. This
non-GAAP measure appears to substitute individually tailored revenue recognition and measurement methods for those of GAAP. Please revise
to remove this non-GAAP measure or advise. Similar revisions should be made to your Form 10-Q and Form 10-K filings. Refer to Question
100.04 of the Non-GAAP Compliance and Disclosure Interpretations (C&DIs) and Rule 100(b) of Regulation G.

Response (Management's Discussion and Analysis
of Financial Condition and Results of Operations Key Business Measures, page 30): The Company acknowledges the above comment and respectfully
advises the staff of the SEC that it believes its presentation of non-GAAP measure of gross revenues does not constitute individually
tailored revenue recognition. Further, we believe this measurement, which is consistent with the Company’s internal consideration
of account revenues, is useful and meaningful for investors.

Pursuant to Rule 100(b) of Regulation G, use of
non-GAAP measures should not be misleading. Certain types of non-GAAP disclosures have previously been found to be misleading, including:

 ● Excluding normal, recurring cash operating expenses necessary for business operations;

 ● Presenting information inconsistently between periods;

 ● Excluding certain nonrecurring charges but not excluding nonrecurring gains; and

 ● Presenting information based on individually tailored accounting principles, such as those that exclude
normal, recurring cash operating expenses.

Further, question 100.04 of the Non-GAAP Compliance
and Disclosure Interpretations provides:

Question:
A registrant presents a non-GAAP performance measure that is adjusted to accelerate revenue recognized ratably over time in accordance
with GAAP as though it earned revenue when customers are billed. Can this measure be presented in documents filed or furnished with the
Commission or provided elsewhere, such as on company websites?

Answer:
No. Non-GAAP measures that substitute individually tailored revenue recognition and measurement methods for those of GAAP could violate
Rule 100(b) of Regulation G. Other measures that use individually tailored recognition and measurement methods for financial statement
line items other than revenue may also violate Rule 100(b) of Regulation G.

Here, the Company believes that the add back of
third party costs rebilled to clients as a result of its web hosting service does not fall under any of the above, or similar misleading
disclosures.

The Company’s outsourced web hosting service
allows our customers to access the Company’s custom or semi-custom-built platform of microservices. The web hosting infrastructure
is designed, implemented, and maintained by the Company. This service is the bridge between the Company's products and customers, and
without such a service, our customers would not be able to derive any benefits from the platform or microservices that they have purchased
from the Company. Therefore, the Company passes all outsourced web hosting charges through to certain customers in the amount determined
by the web hosting provider, and these charges appear in aggregate separately on the Company’s customer invoices. As such, these
charges are not normal, recurring cash operating expenses, but expenses that are directly related to the specific customer’s activity
with the Company.

Furthermore, since the Company passes its outsourced
web hosting charges through to its end customers, the revenues and costs are equivalent and offsetting; therefore, they have no impact
on the Company’s GAAP gross profit. In several customer revenue contracts, the Company charges an additional percentage fee (“upcharge”)
on top of the cost of outsourced web hosting fees, but per the Company’s interpretation of ASC 606-10-55-36 through 55-40, the Company
has taken a conservative approach to not include these billings as a part of Net Revenue, but instead, to reduce the Cost of Sales in
the financial statement presentation under GAAP. In other customer revenue contracts, the aggregate costs related to designing, implementing,
maintaining, and using web hosting services are included in the total license fee and therefore are recorded as Net Revenue.

In managing business operations, the Company includes
outsourced web hosting charges as revenue to assess the return on investment of the Company’s product platforms as well as the growth
in total billable customer activity within the comparative periods. As a result, the Company internally utilizes the non-GAAP Gross Revenue
metric, which includes the aforementioned pass-through outsourced web hosting charges. The Company believes that this internal metric
is important information to share with investors as it provides a representation of the Company’s core operational performance,
allowing investors to evaluate the performance of the Company on a comparable basis across periods.

Additionally, when the Company evaluates non-GAAP
Gross Revenue, the related outsourced web hosting costs remain in the GAAP Cost of Sales, therefore resulting in no change to the GAAP
measures of profitability such as Gross, Operating, and Net Profits. Based on the foregoing, the Company believes that its presentation
of non-GAAP Gross Revenue provides additional transparency as to the magnitude of the Company’s customer activity and is not substituting
an individually tailored measurement method to replace those measurement methods under GAAP when viewed in the context with the information
accompanying that measure.

 6. Comment (The Company's Business, Our Markets, page 51): Please clarify in which markets you
intend to operate, describe the nature of the services you intend to provide within each market and the types of customers you anticipate
engaging in each market. In this regard, we note that your current disclosure identifies market opportunities but does not explain how
your product specifically relates to each potential market. Refer to Item 101(h)(4)(1) of Regulation S-K.

Response (The Company's Business, Our Markets,
page 51): Please see the amended Registration Statement on Form S-1 with revised disclosures under “The Company's Business,
Our Markets” as requested by the comment above.

 7. Comment (Key Customers, page 56): We note that you generated substantially all of your revenue
from two customers. Please identify and discuss the material terms of your purchase or other agreements with these customers including
the term and termination provisions. Refer to Item 101(h)(4)(vi) of Regulation S-K.

Response (Key Customers, page 56): Item
101(h)(4)(vi) of Regulation S-K requires discussion of the business of the Company, and to the extent material, for the understanding
of the Company, discussion of its dependence on a few major customers. Here, the Company already provides a detailed discussion of its
key customer relationships beginning on page 56, which is supplemented by disclosure of the Company’s discussion of its limited
customer base in its risk factors on page 17 and the discussion of net revenue attributable to specific customers on page 33. As such,
the Company believes it is meeting its disclosure requirements under Item 104(h)(4)(vi). Nonetheless, the Company has added additional
disclosures regarding the term and termination provisions of its TSA with Mastercard in response to the comment above.

 8. Comment (Certain Relationships and Related Party Transactions, page 79): Please include a brief
discussion of the director nomination rights agreement with FSH Capital. Refer to Item 404(d) of Regulation S-K.

Response (Certain Relationships and Related
Party Transactions, page 79): The Company has added disclosure under “Certain Relationships and Related Party Transactions”
regarding the FSH Capital’s right to nominate a director of the Company. The Company notes that this right does not emanate from
a formal written agreement, but was subsequently memorialized by a resolution of the Board of Directors of the Company on August 22, 2018.

 9. Comment (Certain Relationships and Related Party Transactions Employment Agreements with Gareth Genner,
Andrew Gowasack, Andrew Scott Francis, and Alex Valdes, page 80): Please file the employment agreements with Messrs. Francis and
Valdes as exhibits to your registration statement. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.

Response (Certain Relationships and Related
Party Transactions Employment Agreements with Gareth Genner, Andrew Gowasack, Andrew Scott Francis, and Alex Valdes, page 80): Please
see the updated Registration Statement on Form S-1, which includes these exhibits that were mistakenly omitted from the initial filing.

 10. Comment (Exhibits): Please revise the opinion of counsel to state that the 975,000 shares that
are issued and outstanding are legally issued, fully paid and non-assessable. For guidance, refer to Section II.B.2.h of Staff Legal Bulletin
No. 19.

Response (Exhibits): A revised opinion
of counsel responding to the above comment has been included as an exhibit to this amended S-1 filing.

Thank you for your consideration of this matter.
If you have any further questions, I may be reached by email at avaldes@truststamp.ai, and
our counsel, Andrew Stephenson, may be reached at andrew@crowdchecklaw.com.

Sincerely,

/s/Alex Valdes

Alex Valdes

Chief Financial Officer

T Stamp Inc.

United States securities and exchange commission logo
November 17, 2022
Alex Valdes
Chief Financial Officer
T Stamp Inc.
3017 Bolling Way NE, Floors 1 and 2
Atlanta, GA 30305
Re:T Stamp Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed April 7, 2022
File No. 001-41252
Dear Alex Valdes:
            We have reviewed your November 4, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
October 20, 2022 letter.
Form 10-K for the Year Ended December 31, 2021
Item 9A. Controls and Procedures, page 48
1.We note your response to prior comment 1. In your Form 10-K and subsequent Forms 10-
Q you disclose that your auditor identified material weaknesses in relation to oversight
functions to detect errors that were present in your calculation of stock-based awards “as
well as the financial reporting close process.”  Considering you have not yet remediated
the material weaknesses identified by your auditor and therefore, did not have corrective
processes in place at December 31, 2021 to identify such errors, it remains unclear how
management determined that the issues related to the material weaknesses in your internal
control over financial reporting were not subsumed in your disclosure controls and
procedures such that the error in your financial statements did not impair your ability
to provide reasonable assurances that transactions are recorded as necessary to permit

 FirstName LastNameAlex Valdes
 Comapany NameT Stamp Inc.
 November 17, 2022 Page 2
 FirstName LastName
Alex Valdes
T Stamp Inc.
November 17, 2022
Page 2
preparation of financial statements in accordance with generally accepted accounting
principles as of December 31, 2021. Please further explain the basis for your conclusion,
or revise as necessary.  Similarly address management's consideration as it applies to your
conclusions as of the subsequent quarterly periods.
2.Please explain the timing of remediation actions in relation to the identified material
weaknesses.  In this regard, you continue to reference the identified material weaknesses
in your September 30, 2022 Form 10-Q, however, you do not disclose any changes in
internal control over financial reporting or discuss any efforts to remediate such
weaknesses in your Form 10-K or subsequent Forms 10-Q.
            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 these
comments.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson

CORRESP
1
filename1.htm

Ms. Joyce Sweeney

Securities and Exchange Commission

Division of Corporation Finance Office of Technology

Washington, D.C. 20549, United States

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

    Date:
    November ##, 2022

    Subject:
    Responses to SEC Comment Letter _ T Stamp Inc. 10-K FYE December 31, 2021

Dear Ms. Sweeney,

Please see the following responses
to address the comment letter dated October 20, 2022, regarding Form 10-K for the Fiscal Year Ended December 31, 2021, Item 9A. Controls
and Procedures, page 48. Thank you.

Comment: You state that management conducted
an evaluation of your disclosure controls and procedures (DCP) as of the end of this annual report and concluded that your DCPs were effective.
However, under “Management's Report on Internal Controls over Financial Reporting" you disclose that in connection with the
audit of your financial statements for the year ended December 31, 2021, your independent auditor identified material weaknesses in your
internal controls over financial reporting (ICFR). Please explain to us how management determined that your DCPs were effective at December
31, 2021 in light of the existing material weaknesses. Your explanation should be comprehensive and address all of the components of the
definition of disclosure controls and procedures. We refer you to Sections II.D and E of SEC Release 33-8238, in which the Commission
recognizes that there is substantial overlap between ICFR and DCP. Please include in your response, an explanation as to how you determined
that the material weaknesses in your ICFR were not one of the components of ICFR that is also included in DCP. Similarly, address management's
consideration as it applies to your DCP evaluations as disclosed in your March 31, 2022 and June 30, 2022 Form 10-Q filings.

Response: The comment above will be addressed
in the following two parts:

First, why the material weaknesses in ICFR in
connection with the audit of T Stamp Inc.’s’s (“the Company” or “Trust Stamp”) financial statements
for the year ended December 31, 2021, was not one of the components of ICFR that was also included in our DCP.

Second, how the accounting team and management
determined that its DCP were effective for the Form 10-K for the Fiscal Year Ended December 31, 2021, Form 10-Q for the Quarter Ended
March 31, 2022, and Form 10-Q for the Quarter Ended June 30, 2022.

Part 1: The material weakness in ICFR
was not one of the components of ICFR that was also included in our DCP.

Trust Stamp acknowledges that in many situations,
weaknesses in ICFR will result in deficiencies in a company’s DCP. However, weaknesses in ICFR that do not impair the Company’s
ability to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements
in accordance with generally accepted accounting principles (“GAAP”) would not be a deficiency relating to a company’s
DCP.

Here, we believe the limited scope of the weakness
in ICFR, and the Company’s discovery of the weakness prior to the timely filing of its Form 10-K for the Fiscal Year Ended December
31, 2021 demonstrates that the weakness did not extend to, or is not part of the Company’s DCP.

The nature of the material weakness in ICFR existed
due to missing processes in the Company’s Legal and Human Resources departments. Specifically, in March 2020, the Company engaged
with a consulting business, Adeptive Consulting, LLC (“Adeptive”), and agreed to provide cash and equity compensation in exchange
for its services. The related compensation figures were accurately and timely calculated and presented in the financial statements by
the Company’s financial reporting team. Per the Company’s contract with Adeptive, if Adeptive’s principal became a full-time
employee of T Stamp Inc., the contract would become void and replaced with the Company’s standard employment contract. In June 2020,
Adeptive’s principal became a full-time employee of T Stamp Inc.

Due to the two missing operational processes in
June 2020, Legal was not informed by Human Resources that Adeptive’s principal had become a full-time employee. Additionally, the
Accounting department was not notified by Legal after Legal’s periodic review of the contract to determine whether there were any
changes to the Company’s compensation obligations. As a result, the missing operational processes for this event in June 2020 resulted
in the incorrect recording of stock-based compensation awards and the determination of the material weakness in ICFR for the fiscal year
ended December 31, 2021.

The limited situations in which this weakness
would impact the timeliness and completeness of our disclosures demonstrate that the material weakness in ICFR was not one of the components
of ICFR that is also included in our DCP. We acknowledge that corrected processes related to the identified weakness were not present
as of the fiscal year ended December 31, 2021, but the error in our financial statements from this event did not impair the Company’s
ability to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in
accordance with GAAP. Material transactions related to the business and operations of the Company and its stock-based compensation for
standard compensation programs were correctly recorded, and investors were provided with adequate information to make an informed investment
decision. Correcting this non-cash event, did not alter the overall picture presented to investors and was isolated to a unique event.

Part 2: Notwithstanding the material
weakness in ICFR, management was able to determine that DCP was effective.

Under Exchange Act Rule 13a-15, "disclosure
controls and procedures" is defined as controls and procedures of a company that are designed to ensure that information required
to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported,
within the time periods specified in the Commission's rules and forms. The definition further states that disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that the information required to be disclosed by a company in
the reports that it files or submits under the Exchange Act is accumulated and communicated to a company's management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.

Here, we believe the Company has met this requirement
based on the controls and procedures set out below.

In 2020, the Company engaged and continues to
engage with third-party advisors to, among other things, advise the Company on building its accounting and reporting systems, including
its IFCR and DCP. The system of DCP includes comprehensive processes that the Company’s Chief Executive Officer and Chief Financial
Officer, supported by the Company’s accounting and operations teams, and third-party advisors have determined were effective during
the relevant periods. These controls, which are performed periodically, include but are not limited to extensive checklists for GAAP and
SEC-required reporting disclosures, tie-outs from accounting workbooks to the financial statements and disclosures, management reviews,
monthly and quarterly significant events reviews with senior management and function leaders, advisors, SEC counsel, and auditors, various
technology systems designed to automate information flows from front-line employees to executive management and the financial reporting
team regarding new events in the Company, key control procedures such as quarterly and yearly period financial fluctuation monthly analyses,
and weekly team meetings to discuss non-routine transactions.

This comprehensive DCP system has continued to
evolve and improve over the past three years since the Company started its initial public offering readiness initiative. All of the key
DCPs needed to provide the Company’s management, Board of Directors, third-party advisors, and auditors with comfort as to the effectiveness
of DCPs existed for the Form 10-K for the Fiscal Year Ended December 31, 2021, Form 10-Q for the Quarter Ended March 31, 2022, and Form
10-Q for the Quarter Ended June 30, 2022. This is demonstrated by the timely filing of each of these reports, since the Company became
an Exchange Act reporting company, following management having sufficient time to review the required disclosures.

With specific regard to the material weakness
in ICFR, all of the required disclosures related to stock-based compensation during the above-referenced periods were recorded, processed,
summarized, and reported within the time periods specified. Further, the Company did not enter into any further transactions, such as
the transaction which gave rise to the June 2020 error that resulted in the material weakness in ICFR for the fiscal year ended December
31, 2021, that would impair its representation regarding DCP for the above-referenced periods.

Based on the foregoing analysis, the Company believes
that the material weakness in ICFR for the fiscal year ended December 31, 2021, was not one which would be included in its assessment
of DCP. Further, notwithstanding the existence of the material weakness in ICFR, the Company has put into place adequate DCP to allow
for timely collection and review of disclosures prior to their public dissemination.

Thank you for your consideration of this matter.
If you have any further questions, I may be reached by email at avaldes@truststamp.ai, and our counsel,
Andrew Stephenson, may be reached at andrew@crowdchecklaw.com.

Sincerely,

/s/Alex Valdes

Alex Valdes

Chief Financial Officer

T Stamp Inc.

United States securities and exchange commission logo
October 27, 2022
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 September 30, 2022
File No. 333-267668
Dear Gareth Genner:
            We have reviewed your 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.
Registration Statement on Form S-1
Cover Page, page 3
1.We note your disclosure that "This prospectus also covers any additional shares of
Class A Common Stock that may become issuable upon any anti-dilution adjustment
pursuant to the terms of the Warrants issued to the Selling Stockholders by reason of stock
splits, stock dividends, and other events described therein." Please revise to track the
language of Rule 416 of the Securities Act of 1933. Alternatively, confirm your
understanding that Rule 416 covers only securities issuable pursuant to transactions like
those specified in Rule 416 and would not, for example, cover stock issuable as a result of
a market-based conversion formula. For guidance, refer to Securities Act Rules
Compliance and Disclosure Interpretation 213.02.

 FirstName LastNameGareth Genner
 Comapany NameT Stamp Inc.
 October 27, 2022 Page 2
 FirstName LastName
Gareth Genner
T Stamp Inc.
October 27, 2022
Page 2
Risk Factors, page 13
2.We note from your December 31, 2021 Form 10-K and subsequent Forms 10-Q that, in
connection with the audit of your financial statements for the year ended December 31,
2021, your independent auditor identified material weaknesses in your internal control
over financial reporting.  Please revise to include a risk factor regarding such weaknesses.
Also, describe the material weaknesses, the steps that have been taken or will be taken to
remediate such weaknesses and the timing of such remediation activities.
3.Your disclosure that you are controlled by your officers and directors is inconsistent with
the disclosure in the beneficial ownership table. Please advise or revise.
Selling Stockholders, page 25
4.Please identify whether the selling stockholder is a registered broker-dealer or an affiliate
of a broker-dealer. Please note that a registration statement registering the resale of
securities being offered by a broker-dealer must identify the broker-dealer as an
underwriter if the securities were not issued as underwriting compensation. For a selling
stockholder that is an affiliate of a broker-dealer, your prospectus must state, if true, that:
(1) the seller purchased the securities in the ordinary course of business; and (2) at the
time of purchase of the securities you are registering for resale, the seller had no
agreements or understandings, directly or indirectly, with any person, to distribute the
securities. If you are unable to make these statements in the prospectus, please disclose
that the selling stockholder is an underwriter. Please revise or advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Measures, page 30
5.We note that your presentation of the non-GAAP measure called "Gross revenues" adjusts
GAAP revenues recognized on a net basis to add back third party costs rebilled to clients
and thus presents revenue on a gross basis.  This non-GAAP measure appears to substitute
individually tailored revenue recognition and measurement methods for those of GAAP.
Please revise to remove this non-GAAP measure or advise.  Similar revisions should be
made to your Form 10-Q and Form 10-K filings. Refer to Question 100.04 of the Non-
GAAP Compliance and Disclosure Interpretations (C&DIs) and Rule 100(b) of
Regulation G.
The Company's Business
Our Markets, page 51
6.Please clarify in which markets you intend to operate, describe the nature of the services
you intend to provide within each market and the types of customers you anticipate
engaging in each market. In this regard, we note that your current disclosure identifies
market opportunities but does not explain how your product specifically relates to each
potential market. Refer to Item 101(h)(4)(1) of Regulation S-K.

 FirstName LastNameGareth Genner
 Comapany NameT Stamp Inc.
 October 27, 2022 Page 3
 FirstName LastName
Gareth Genner
T Stamp Inc.
October 27, 2022
Page 3
Key Customers, page 56
7.We note that you generated substantially all of your revenue from two customers. Please
identify and discuss the material terms of your purchase or other agreements with these
customers including the term and termination provisions. Refer to Item 101(h)(4)(vi) of
Regulation S-K.
Certain Relationships and Related Party Transactions, page 79
8.Please include a brief discussion of the director nomination rights agreement with FSH
Capital. Refer to Item 404(d) of Regulation S-K.
Certain Relationships and Related Party Transactions
Employment Agreements with Gareth Genner, Andrew Gowasack, Andrew Scott Francis, and
Alex Valdes, page 80
9.Please file the employment agreements with Messrs. Francis and Valdes as exhibits to
your registration statement. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
Exhibits
10.Please revise the opinion of counsel to state that the 975,000 shares that are issued and
outstanding are legally issued, fully paid and non-assessable. For guidance, refer to
Section II.B.2.h of Staff Legal Bulletin No. 19.
            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 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

United States securities and exchange commission logo
October 20, 2022
Alex Valdes
Chief Financial Officer
T Stamp Inc.
3017 Bolling Way NE, Floors 1 and 2
Atlanta, GA 30305
Re:T Stamp Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed April 7, 2022
File No. 001-41252
Dear Alex Valdes:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In our comment, we ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
Item 9A. Controls and Procedures, page 48
1.You state that management conducted an evaluation of your disclosure controls and
procedures (DCP) as of the end of this annual report and concluded that your DCPs were
effective.  However, under “Management's Report on Internal Controls over Financial
Reporting" you disclose that in connection with the audit of your financial statements for
the year ended December 31, 2021, your independent auditor identified material
weaknesses in your internal controls over financial reporting (ICFR).  Please explain to us
how management determined that your DCPs were effective at December 31, 2021 in
light of the existing material weaknesses. Your explanation should be comprehensive and
address all of the components of the definition of disclosure controls and procedures.  We
refer you to Sections II.D and E of SEC Release 33-8238, in which the Commission
recognizes that there is substantial overlap between ICFR and DCP.  Please include in
your response, an explanation as to how you determined that the material weaknesses in

 FirstName LastNameAlex Valdes
 Comapany NameT Stamp Inc.
 October 20, 2022 Page 2
 FirstName LastName
Alex Valdes
T Stamp Inc.
October 20, 2022
Page 2
your ICFR were not one of the components of ICFR that is also included in DCP.
Similarly, address management's consideration as it applies to your DCP evaluations as
disclosed in your March 31, 2022 and June 30, 2022 Form 10-Q filings.
            In closing, 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.
            You may contact Joyce Sweeney, Staff Accountant at 202-551-3449 or Kathleen Collins,
Accounting Branch Chief at 202-551-3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson

CORRESP
1
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Office of Technology

Division of Corporation Finance

US Securities and Exchange Commission

Washington, D.C. 20549

January 25, 2022

 Re: T Stamp, Inc.

Offering
Statement on Form 1-A

File
No. 024-11724

Ladies and Gentlemen:

On behalf of T Stamp, Inc.,
I hereby request qualification of the above-referenced offering statement at 4:00pm, Eastern Time, on Wednesday, January 26, 2022, or
as soon thereafter as is practicable.

Sincerely,

/s/ Gareth Genner

Gareth Genner

Chief Executive Officer

T Stamp, Inc.

 Cc: Andrew Stephenson Esq.

CrowdCheck Law LLP

CORRESP
1
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Joshua Shainess, Legal Branch Chief

Division of Corporation Finance

US Securities and Exchange Commission

Washington, D.C. 20549

 Re: T Stamp, Inc.

Offering Statement on Form 1-A

Filed November 22, 2021

File No. 024-11724

Ladies and Gentlemen:

We acknowledge receipt of the comments in the letter
dated December 14, 2021 from the staff of the Division of Corporation Finance (the “Staff”) regarding the Offering Statement
on Form 1-A of T Stamp, Inc. (the “Company”), which we have set out below, together with our responses.

Form 1-A filed November 22, 2021

Cover page

 1. Please clarify whether the approval of Nasdaq for listing of the Class A Common Stock is a condition of this offering.

In response to the Staff’s comment, the Company
has revised its disclosure on the Cover Page of the offering circular to clarify that approval of Nasdaq for listing of the Company’s
Class A Common Stock is not a condition of the Company proceeding with this Regulation A offering.

Corporate Governance, page 60

 2. Please update the disclosure in this section to state whether or not the Company has added two independent directors to the board
in efforts to satisfy the Nasdaq listing rules.

In response to the Staff’s comment, the Company
has updated the disclosure under “Corporate Governance” on page 60 of the offering circular to state that the Company
has added two independent directors its Board of Directors in order to satisfy the Nasdaq listing rules.

General

 3. Please tell us the significance of the disclosure in your Form 1-U filed November 22, 2021 that the Company has engaged
Cherry Bekaert LLP "to update its audit of the Company’s consolidated financial statements for the years ended December 31,
2020 and 2019 to PCAOB standard to meet SEC requirements
for the Form 8-A to be declared effective."

As disclosed in the Company’s
offering circular, the Company intends to file concurrently (i.e., within 5 days after) with the qualification of the Offering Statement
a Form 8-A to register its Class A Common Stock pursuant to the Exchange Act.

To be declared effective, Form 8-A
requires financial statements that are audited in accordance with the standards of, and by an accounting firm that is registered with,
the Public Company Accounting Oversight Board (PCAOB).

The Company’s financial statements
included in the Offering Statement were not audited in accordance with the standards of the PCAOB. As such, the Company engaged Cherry
Bekaert LLP, an accounting firm that is registered with the PCAOB, to “updated” its audit according to PCAOB standards.

The Company’s financial statements
for years ended December 31, 2020 and 2019 included with this amended Offering Statement are now audited according to PCAOB standards.

Thank you again for the opportunity to respond to your questions on
the Offering Statement of T Stamp, Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

Sincerely,

/s/ Andrew Stephenson

Jeanne Campanelli

Partner

CrowdCheck Law LLP

cc: Gareth Genner

Chief Executive Officer

T Stamp, Inc.

United States securities and exchange commission logo
December 14, 2021
Gareth Genner
Chief Executive Officer
T Stamp, Inc.
3017 Bolling Way NE, Floors 1 and 2
Atlanta, GA 30305
Re:T Stamp, Inc.
Offering Statement on Form 1-A
Filed November 22, 2021
File No. 024-11724
Dear Mr. Genner:
             We have reviewed your offering 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed November 22, 2021
Cover page
1.Please clarify whether the approval of Nasdaq for listing of the Class A Common Stock is
a condition of this offering.
Corporate Governance, page 60
2.Please update the disclosure in this section to state whether or not the Company has
added two independent directors to the board in efforts to satisfy the Nasdaq listing rules.
General
3.Please tell us the significance of the disclosure in your Form 1-U filed November 22, 2021
that the Company has engaged Cherry Bekaert LLP "to update its audit of the Company’s
consolidated financial statements for the years ended December 31, 2020 and 2019 to

 FirstName LastNameGareth Genner
 Comapany NameT Stamp, Inc.
 December 14, 2021 Page 2
 FirstName LastName
Gareth Genner
T Stamp, Inc.
December 14, 2021
Page 2
PCAOB standard to meet SEC requirements for the Form 8-A to be declared effective."
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Olivia Bobes, Law Clerk, at (202) 551-7361 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson, Esq.

CORRESP
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filename1.htm

Mr. Larry Spirgel

Office Chief

Office of Technology

Division of Corporation Finance

US Securities and Exchange Commission

Washington, D.C. 20549

May 1, 2020

    Re:
    T Stamp Inc.

    Amended Offering Statement on Form 1-A

    Filed April 30, 2020

    File No. 024-11176

Dear Mr. Spirgel:

On behalf of T Stamp Inc., I hereby request
qualification of the above-referenced offering statement at 12:00pm, Eastern Time, on Tuesday, May 5, 2020, or as soon thereafter
as is practicable.

    Sincerely,

    /s/ Gareth Genner

    Gareth Genner

    Chief Executive Officer

    T Stamp Inc.

 cc: Andrew Stephenson

CrowdCheck Law LLP

CORRESP
1
filename1.htm

April 17, 2020

Mr. Larry Spirgel

Chief

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

 Re: T Stamp Inc.

Offering
Statement on Form 1-A

Filed
April 8, 2020

File
No. 024-11176

Dear Mr. Spirgel,

We acknowledge receipt of comments in your letter of
March 24, 2020 regarding the Offering Statement of T Stamp Inc. (the “Company”), which we have set out below, together
with our responses.

Amendment No. 1 to Offering Statement on Form 1-A

Dilution, page 12

 1. We note your revised disclosures in response to prior comment 1. Please address the following:

 · Remove the second dilution table as this does not represent the consummation of events or transactions
that are either factually supportable or directly attributable to this offering.

 · Revise the pro forma capitalization table to also include the dollar amount of outstanding debt
and stockholder's equity as of the most recent balance sheet date along with the related pro forma adjustments at the various raise
levels.

In response to your comment, the Company has
removed the second dilution table in the “Dilution” section, and has revised the pro forma capitalization table to
also include the dollar amount of outstanding debt and stockholder's equity as of the most recent balance sheet date along with
the related pro forma adjustments at the various raise levels.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of T Stamp Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

Sincerely,

/s/ Andrew Stephenson

Andrew Stephenson

Partner

CrowdCheck Law LLP

cc: Gareth Genner

Chief Executive Officer

T Stamp Inc.

75 5th St NW, Suite 2290

Atlanta GA, 30308

April 14, 2020
Gareth Genner
Chief Executive Officer
T Stamp Inc.
75 5th St NW, Suite 2290
Atlanta GA, 30308
Re:T Stamp Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed April 8, 2020
File No. 024-11176
Dear Mr. Genner:
            We have reviewed your amended offering 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 offering 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 offering 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 March 24, 2020 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Dilution, page 12
1.We note your revised disclosures in response to prior comment 1.  Please address the
following:
•Remove the second dilution table as this does not represent the consummation
of events or transactions that are either factually supportable or directly attributable to
this offering.
•Revise the pro forma capitalization table to also include the dollar amount of
outstanding debt and stockholder's equity as of the most recent balance sheet date
along with the related pro forma adjustments at the various raise levels.

 FirstName LastNameGareth Genner
 Comapany NameT Stamp Inc.
 April 14, 2020 Page 2
 FirstName LastName
Gareth Genner
T Stamp Inc.
April 14, 2020
Page 2
            You may contact Frank Knapp, Staff Accountant, at (202) 551-3805 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 Matthew Derby, Staff Attorney, at (202)
551-3334 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson

CORRESP
1
filename1.htm

April 3, 2020

Mr. Larry Spirgel

Chief

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

 Re: T Stamp Inc.

Offering Statement on Form 1-A Filed March
12, 2020

File No. 024-11176

Dear Mr. Spirgel,

We acknowledge receipt of comments in your letter of
March 24, 2020 regarding the Offering Statement of T Stamp Inc. (the “Company”), which we have set out below, together
with our responses.

Offering Statement on Form 1-A

Dilution, page 12

 1. We note your revised dilution tables in response to prior comment 1. Please address the following:

 • Tell us how you determined that the full exercise of all options and warrants

outstanding is factually supportable or revise
to remove these assumptions from your calculations.

As the Company has outstanding securities that
upon conversion or exercise would result in a significant increase in the issued and outstanding shares of the Company, the Company
believes that it is important to identify the potential dilution that could occur upon the exercise or conversion of all those
securities. The Company does not intend for this table to be interpreted as an assumption that those instruments would convert
or be exercised, but to inform investors and illustrate the potential dilution. As such, the Company has revised the order of the
tables and amended the language preceding each table..

 • Tell us why you assumed the full conversion of SAFEs and convertible
notes in your calculations. In this regard, it appears that the December 3, 2019 and December 16, 2016 notes are only convertible
if you raise over $1.6 million and $2.0 million, respectively. Also, the SAFEs do not appear to be currently convertible. Rather,
it appears that a portion of such amount may be repaid in cash if you raise in excess of $3.6 million. Please revise as
necessary.

The Company has
amended the disclosure preceding the table identifying dilution on the basis of full exercise or conversion of all instruments
to clarify that the table should not be understood as an assumption by the Company that the conversions or exercises will occur,
but to illustrate for prospective investors the potential dilution that may occur based on outstanding securities of the Company.

 · As suggested in our prior comment, provide pro forma capitalization information reflecting the
shares to be issued in this offering for each assumed offering level. Such amounts should also reflect the automatic conversion
of the convertible loan and/or SAFE liability balances into equity amounts only if applicable to the assumed offering level.

The Company has amended the “Dilution” section
to provide the requested pro forma capitalization table.

Trend Information, page 25

2. We note your response to prior comment 4. We further note your
statement that you are aiming for "Annual Recurring Revenue representing a 0.25% to 0.75% share of total biometric services
revenue by the year 2024." Please revise to disclose all material assumptions underlying the projections and provide details
about the basis for the projections. As part of your response, explain how you have a reasonable basis to project results
four years in the future given your particular circumstances and limited operating history.

The Company has revised the disclosure under “Trend
Information” to remove the projected future market share.

Security Ownership of Management
and Certain Securityholders, page 27

3. We note your response to prior comment 5. Please revise to disclose each
natural person who has or shares voting and/or dispositive power over the shares held by 10Clouds and Emergent Technology.

The Company has revised
its disclosure under “Security Ownership of Management and Certain Securityholders” to disclose each natural person
who has or shares voting and/or dispositive power over the shares held by 10Clouds and Emergent Technology.

Consolidated Financial Statements,
page 33

4. Please ensure that all disclosures throughout the filing retroactively reflect the impact of
the October 24, 2019 stock split on all share and per share amounts. Refer to SAB Topic 4C.

The Company has revised its financial statements
to retroactively reflect the impact of the October 24, 2019 stock split on all share and per share amounts.

5. Please present earnings per share on the face of the Consolidated Statements of Operations as
well as any related footnote disclosures. Refer to ASC 260-10-45. Also, provide pro forma per share information to the extent the
conversion of notes and SAFEs or other share issuances are factually supportable and directly attributable to this offering.

The Company has revised its financial statements
to present earnings per share on the face of the Consolidated Statements of Operations as well as any related footnote disclosures.
The Company has also provided pro forma per share information to the extent the conversion of notes and SAFEs or other share issuances
are factually supportable and directly attributable to this offering. Please note that this pro forma share information is also
included in the “Dilution” section of the Offering Circular.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of T Stamp Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

Sincerely,

/s/ Andrew Stephenson

Andrew Stephenson

Partner

CrowdCheck Law LLP

 cc: Gareth Genner

Chief Executive Officer

T Stamp Inc.

75 5th St NW, Suite 2290

Atlanta GA, 30308

March 24, 2020
Gareth Genner
Chief Executive Officer
T Stamp Inc.
75 5th St NW, Suite 2290
Atlanta GA, 30308
Re:T Stamp Inc.
Offering Statement on Form 1-A
Filed March 12, 2020
File No. 024-11176
Dear Mr. Genner:
             We have reviewed your offering 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 offering 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 offering 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 January 24, 2020 letter.
Offering Statement on Form 1-A
Dilution, page 12
1.We note your revised dilution tables in response to prior comment 1.  Please address the
following:
•Tell us how you determined that  the full exercise of all options and warrants
outstanding is factually supportable or revise to remove these assumptions from your
calculations.
•Tell us why you assumed the full conversion of SAFEs and convertible notes in your
calculations.  In this regard, it appears that the December 3, 2019 and December 16,
2016 notes are only convertible if you raise over $1.6 million and $2.0 million,
respectively.  Also, the SAFEs do not appear to be currently convertible.  Rather, it
appears that a portion of such amount may be repaid in cash if you raise in excess of
$3.6 million. Please revise as necessary.

 FirstName LastNameGareth Genner
 Comapany NameT Stamp Inc.
 March 24, 2020 Page 2
 FirstName LastNameGareth Genner
T Stamp Inc.
March 24, 2020
Page 2
•As suggested in our prior comment, provide pro forma capitalization information
reflecting the shares to be issued in this offering for each assumed offering level.
Such amounts should also reflect the automatic conversion of the convertible loan
and/or SAFE liability balances into equity amounts only if applicable to the assumed
offering level.
Trend Information, page 25
2.We note your response to prior comment 4.  We further note your statement that you are
aiming for "Annual Recurring Revenue representing a 0.25% to 0.75% share of total
biometric services revenue by the year 2024."  Please revise to disclose all material
assumptions underlying the projections and provide details about the basis for
the projections.  As part of your response, explain how you have a reasonable basis to
project results four years in the future given your particular circumstances and limited
operating history.
Security Ownership of Management and Certain Securityholders, page 27
3.We note your response to prior comment 5.  Please revise to disclose each natural person
who has or shares voting and/or dispositive power over the shares held by 10Clouds and
Emergent Technology.
Consolidated Financial Statements, page 33
4.Please ensure that all disclosures throughout the filing retroactively reflect the impact of
the October 24, 2019 stock split on all share and per share amounts.  Refer to SAB Topic
4C.
5.Please present earnings per share on the face of the Consolidated Statements of Operations
as well as any related footnote disclosures. Refer to ASC 260-10-45.  Also, provide pro
forma per share information to the extent the conversion of notes and SAFEs  or other
share issuances are factually supportable and directly attributable to this offering.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.

 FirstName LastNameGareth Genner
 Comapany NameT Stamp Inc.
 March 24, 2020 Page 3
 FirstName LastName
Gareth Genner
T Stamp Inc.
March 24, 2020
Page 3
            You may contact Frank Knapp, Staff Accountant, at (202) 551-3805 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 Matthew Derby, Staff Attorney, at (202)
551-3334 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson

CORRESP
1
filename1.htm

March 12, 2020

Mr. Larry Spirgel

Chief

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

 Re: T Stamp Inc.

Draft Offering Statement on Form 1-A Submitted

December 30, 2019

CIK: 0001718939

Dear Mr. Spirgel,

We acknowledge receipt of comments in your letter of
January 24, 2020 regarding the Offering Statement of T Stamp Inc. (the “Company”), which we have set out below, together
with our responses.

Draft Offering Statement on Form 1-A

Dilution, page 12

 1. Please consider including pro forma capitalization information reflecting the shares to be issued
in this offering at both the minimum and maximum levels. In addition, to the extent this offering will trigger automatic conversion
of the convertible loans and/or SAFEs at either the minimum or maximum levels, ensure that such conversion is adequately explained
and properly reflected in your pro forma capitalization tables.

The Company has revised its Offering Statement to include
pro forma capitalization information reflecting the shares to be issued in this offering at both the minimum and maximum levels.
In addition, the Company has disclosed and accounted for instances in which this offering will trigger automatic conversion of
convertible loans and/or SAFEs as a result of this offering.

Plan of Distribution and Selling Securityholders

Plan of Distribution, page 13

 2. It appears that you will be using Seedinvest.com to "provide technology tools to allow for
the sales of securities in this offering." Please provide a brief description of the material terms of the agreement with
Seedinvest.com and file such agreement as an exhibit to the offering circular or tell us why it is not material. Refer to Item
17 of Part III to Form 1-A. In addition, please revise to clarify whether the Seedinvest platform is a marketing platform or whether
it is registered as a broker dealer or funding portal.

SI Securities, LLC intends to use an online platform provided
by SeedInvest Technology, LLC, an affiliate of SI Securities, LLC, at the domain name www.seedinvest.com (the “Online Platform”)
to provide technology tools to allow for the sales of securities in this offering. The Online Platform is a technology platform
utilized by SI Securities, LLC, and SI Securities, LLC has contracted separately with SeedInvest Technology, LLC to provide the
platform and technology tools outlined above. The Company is not party to this agreement or other any agreement with SeedInvest
Technology, LLC. Since the Company is not a party to this agreement, the Company believes it is not material, and therefore is
not required to be filed as an Exhibit pursuant to Item 17 of Part III to Form 1-A.

Liquidity and Capital Resources, page 23

 3. Please disclose the minimum number of months you will be able to conduct your planned operations
with currently available capital resources if you do not raise additional capital from this offering.

The Company has revised its disclosure in the “Liquidity
and Capital Resources” section of the Offering Statement to disclose the minimum number of months the Company will be able
to conduct its planned operations with its currently available capital resources if the Company does not raise additional capital
from this offering.

Trend Information, page 25

 4. This section appears to contain financial projections, including those related to future revenues.
While the use of financial projections is permitted and encouraged, there must be a reasonable basis for them. Revise to disclose
all material assumptions underlying the projections and provide details about the bases for the projections. As part of your response,
explain how you have a reasonable basis to project results five years in the future given your particular circumstances and limited
operating history.

The Company has revised its disclosure in the “Trend
Information” section of the Offering Statement to remove financial projections previously included. This section now provides
market data on the mobile biometrics market, and discusses new developments with the Company after December 31, 2019.

Security Ownership of Management and Certain Securityholders,
page 27.

 5. Please revise the beneficial ownership table to disclose the beneficial ownership of T Stamp
LLC. Refer to Item 403(a) of Regulation S-K. Also, revise to disclose each natural person who has or shares voting and/or dispositive
power over the shares held by FSH Capital LLC. Finally, while you disclose the number and percentage of Series A preferred stock
held, you do not present these shareholders' as-converted common stock ownership or voting percentages. Please include this information
for clarity and completeness.

The Company has revised its disclosure under “Security
Ownership of Management and Certain Securityholders” to disclose the beneficial ownership of T Stamp LLC, as well as each
natural person who has or shares voting and/or dispositive power over the shares held by FSH Capital LLC. Additionally, the Company
has revised its disclosure to present total voting power of all holders of common and preferred stock.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of T Stamp Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

Sincerely,

/s/ Andrew Stephenson

Andrew Stephenson

Partner

CrowdCheck Law LLP

cc: Gareth Genner

Chief Executive Officer

T Stamp Inc.

75 5th St NW, Suite 2290

Atlanta GA, 30308

January 24, 2020
Gareth Genner
Chief Executive Officer
T Stamp Inc.
75 5th St NW, Suite 2290
Atlanta GA, 30308
Re:T Stamp Inc.
Draft Offering Statement On Form 1-A
Submitted December 30, 2019
CIK: 0001718939
Dear Mr. Genner:
            We have reviewed your draft offering 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 providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on
EDGAR.  Please refer to Rule 252(d) regarding the public filing requirements for non-public
submissions, amendments and correspondence.  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 your amended draft offering statement or filed offering
statement and the information you provide in response to these comments, we may have
additional comments.
Draft Offering Statement on Form 1-A
Dilution, page 12
1.Please consider including pro forma capitalization information reflecting the shares to be
issued in this offering at both the minimum and maximum levels. In addition, to the extent
this offering will trigger automatic conversion of the convertible loans and/or SAFEs at
either the minimum or maximum levels, ensure that such conversion is adequately
explained and properly reflected in your pro forma capitalization tables.

 FirstName LastNameGareth Genner
 Comapany NameT Stamp Inc.
 January 24, 2020 Page 2
 FirstName LastName
Gareth Genner
T Stamp Inc.
January 24, 2020
Page 2
Plan of Distribution and Selling Securityholders
Plan of Distribution, page 13
2.It appears that you will be using Seedinvest.com to "provide technology tools to allow for
the sales of securities in this offering."  Please provide a brief description of the material
terms of the agreement with Seedinvest.com and file such agreement as an exhibit to the
offering circular or tell us why it is not material. Refer to Item 17 of Part III to Form 1-A.
In addition, please revise to clarify whether the Seedinvest platform is a marketing
platform or whether it is registered as a broker dealer or funding portal.
Liquidity and Capital Resources, page 23
3.Please disclose the minimum number of months you will be able to conduct your planned
operations with currently available capital resources if you do not raise additional capital
from this offering.
Trend Information, page 25
4.This section appears to contain financial projections, including those related to future
revenues. While the use of financial projections is permitted and encouraged, there must
be a reasonable basis for them. Revise to disclose all material assumptions underlying
the projections and provide details about the bases for the projections.  As part of your
response, explain how you have a reasonable basis to project results five years in the
future given your particular circumstances and limited operating history.
Security Ownership of Management and Certain Securityholders, page 27
5.Please revise the beneficial ownership table to disclose the beneficial ownership of T
Stamp LLC.  Refer to Item 403(a) of Regulation S-K.  Also, revise to disclose
each natural person who has or shares voting and/or dispositive power over the shares
held by FSH Capital LLC.  Finally, while you disclose the number and percentage of
Series A preferred stock held, you do not present these shareholders'
as-converted common stock ownership or voting percentages. Please include this
information for clarity and completeness.

 FirstName LastNameGareth Genner
 Comapany NameT Stamp Inc.
 January 24, 2020 Page 3
 FirstName LastName
Gareth Genner
T Stamp Inc.
January 24, 2020
Page 3
            You may contact Frank Knapp, Staff Accountant, at (202) 551-3805 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 Matthew Derby, Staff Attorney, at (202)
551-3334 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology