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.
Gareth Genner
FirstName LastNameGareth Genner
T Stamp Inc.
Comapany
October 27,NameT
2022 Stamp Inc.
October
Page 2 27, 2022 Page 2
FirstName LastName
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.
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,
FirstName LastNameGareth Genner
Comapany NameT Stamp Inc. Division of
Corporation Finance
October 27, 2022 Page 3 Office of
Technology
cc:
FirstName Andrew Stephenson
LastName