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.
Gareth Genner
FirstName LastNameGareth Genner
T Stamp Inc.
Comapany2020 Stamp Inc.
March 24, NameT
March 24, 2020 Page 2
Page 2
FirstName LastName
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.
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,
FirstName LastNameGareth Genner
Division of
Corporation Finance
Comapany NameT Stamp Inc.
Office of Technology
March 24, 2020 Page 3
cc: Andrew Stephenson
FirstName LastName