As filed with the Securities and Exchange
Commission on August 16, 2024
Registration No. 333-280884
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
T Stamp Inc.
(Exact name of registrant as specified in its charter)
Delaware |
813777260 |
(State or other jurisdiction of |
(IRS Employer |
incorporation or organization) |
Identification Number) |
3017 Bolling Way NE,
Floor 2,
Atlanta, Georgia,
30305, USA
(404) 806-9906
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Gareth Genner
c/o T Stamp Inc.
3017 Bolling Way NE,
Floor 2,
Atlanta, Georgia,
30305, USA
(404) 806-9906
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With a copy to:
CrowdCheck Law LLP
700 12th Street NW,
Suite 700
Washington, DC 20005
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ¨
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box. x
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. ¨
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ |
|
Accelerated
filer ¨ |
Non-accelerated filer x |
|
Smaller reporting company
x |
|
|
Emerging growth company
x |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
The registrant hereby
amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until this registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to such Section 8(a), may determine.
The information contained in this
prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell these securities and offers to buy these securities are
not being solicited in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
AUGUST 16, 2024
PRELIMINARY PROSPECTUS
T Stamp Inc.
Up to 4,597,701 Shares of Class A Common
Stock
This prospectus relates
to the resale from time to time of up to an aggregate of 4,597,701 shares of our Class A Common Stock, par value $0.01 per share
sold to a certain investor (the “Selling Stockholder”) in a private placement offering consummated on July 13,
2024 (the “Shares”). We are registering these Shares as required by the Securities Purchase Agreement (and related
Registration Rights Agreement) that we entered into with the Selling Stockholder on July 13, 2024 (the “SPA”).
The Selling Stockholder may offer and sell the Shares in public or private transactions, or both. These sales may occur at fixed prices,
at market prices prevailing at the time of sale, at prices related to the prevailing market price, or at negotiated prices.
As provided by Rule 416
of the Securities Act of 1933, as amended, 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 SPA by reason of stock splits, stock dividends, and other events
described therein.
The Selling Stockholder
may sell all or a portion of Shares through underwriters, broker-dealers, or agents, who may receive compensation in the form of discounts,
concessions, or commissions from the Selling Stockholder, the purchasers of the Shares, or both. See “Plan of Distribution”
for a more complete description of the ways in which the Shares may be sold. We did not receive cash proceeds from the sale of the Shares
at the closing of the SPA. Instead, as consideration for the sale of the Shares, the Selling Stockholder issued us three promissory notes
in the total principal amount of $2,000,000, reflecting a purchase price of $0.435 per share, which was the closing price of our Class A
Common Stock on the Nasdaq Capital Market on July 11, 2024.We will not receive any of the proceeds from the sale of any of the 4,597,701
shares by the Selling Stockholder. We have agreed to bear the expenses (other than underwriting discounts, commissions, or agent’s
commissions and legal expenses of the Selling Stockholder) in connection with the registration of the Shares being offered under this
prospectus by the Selling Stockholder.
We will pay the expenses
of registering the Shares, but all selling and other expenses incurred by the Selling Stockholder will be paid by the Selling Stockholder.
See “Plan of Distribution.”
This prospectus provides you with a general description
of the securities that may be resold by the Selling Stockholder. In certain circumstances, we may provide a prospectus supplement that
will contain specific information about the terms of a particular offering by the Selling Stockholder. Such supplements may also add,
update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement
before you invest in any of our securities.
Our Class A Common Stock is listed on the Nasdaq Capital Market
under the symbol “IDAI.” On August 15, 2024, the last reported sale price of our Class A Common Stock on the Nasdaq
Capital Market was $0.43 per share.
As of August 15, 2024, the aggregate market
value of our outstanding Class A Common Stock held by non-affiliates was approximately $4.93 million based on 11,473,604 shares
of Class A Common Stock held by non-affiliates on such date, and based on the last reported sale price of our Class A Common
Stock on the Nasdaq Capital Market on such date of $0.43 per share. As of the date of this prospectus, we have not sold any securities,
pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period ending on, and including, the date of
this prospectus.
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are
subject to reduced public company reporting requirements.
INVESTING IN OUR SECURITIES INVOLVES A HIGH
DEGREE OF RISK. SEE “RISK FACTORS” ON PAGE 8 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS
SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus provides you with a general description
of the Class A Common Stock that may be resold by the Selling Stockholder, which is not meant to be a complete description of the
Class A Common Stock.
To the extent required by applicable law, each
time the Selling Stockholder sells securities, we will provide you with this prospectus and, to the extent required, a prospectus supplement
that will contain more information about the specific terms of the offering. We may also authorize one or more free writing prospectuses
to be provided to you that may contain material information relating to these offerings. The prospectus supplement may also add, update
or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information
in this prospectus and the applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities,
you should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described
under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
We have not authorized anyone to provide you with
any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or
any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide
no assurance as to the reliability of any other information that others may give you. You should assume that the information appearing
in this prospectus and the applicable prospectus supplement to this prospectus is accurate as of the date on its respective cover, and
that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate
otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.
Unless the context requires otherwise, references
in this prospectus to the “Company,” “T Stamp”, “Trust Stamp”, “we,”
“us” and “our” refer to T Stamp Inc., a Delaware corporation, and its consolidated subsidiaries.
PROSPECTUS SUMMARY
This summary highlights selected information
appearing elsewhere in this prospectus or incorporated by reference in this prospectus and does not contain all of the information that
you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement
and any related free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors”
contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents
that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into
this prospectus, including our consolidated financial statements, and the exhibits to the registration statement of which this prospectus
is a part.
Overview
Trust Stamp was incorporated
under the laws of the State of Delaware on April 11, 2016 as “T Stamp Inc.” T Stamp Inc. and its subsidiaries develop
and market identity authentication software for enterprise and government partners and peer-to-peer markets.
Trust Stamp develops
proprietary artificial intelligence-powered identity and trust solutions at the intersection of biometrics, privacy, and cybersecurity.
These solutions enable organizations to protect themselves and their users while empowering individuals to retain ownership of their
identity data and prevent fraudulent activity using their identity.
Trust Stamp tackles
industry challenges including data protection, regulatory compliance, and financial accessibility, with cutting edge technology including
biometric science, cryptography, and machine learning. Our core technology irreversibly transforms identity information to create tokenized
identifiers that enable accurate authentication without the storing or sharing sensitive data. By retaining the usefulness of biometric-derived
data while minimizing the risk, we allow businesses to adopt biometrics and other anti-fraud initiatives while protecting personal information
from hacks and leaks.
Trust Stamp’s
key sub-markets are identity authentication for account opening, access and fraud detection, tokenized digital identities to facilitate
financial and societal inclusion, and in-community case management software for alternatives to detention and other governmental uses.
As biometric solutions
proliferate, so does the need to protect biometric data. Stored biometric images and templates represent a growing and unquantified financial,
security and PR liability and are the subject of governmental, media and public scrutiny, since biometric data cannot be “changed”
once they are hacked, as they are directly linked to the user’s physical features and/or behaviors. Privacy concerns around biometric
technology have led to close attention from regulators, with multiple jurisdictions placing biometrics in a special or sensitive category
of personal data and demanding much stronger safeguards around collection and safekeeping.
To address this unprecedented
danger and increased cross-industry need to establish trust quickly and securely in virtual environments, Trust Stamp has developed its
Irreversibly Transformed Identity Token, or IT2 TM, solutions. These solutions replace biometric templates with a cryptographic
hash that can never be rebuilt into the original data and cannot be used to identify the subject outside the environment for which it
is designed.
Trust Stamp’s
data transformation and comparison technology is vendor and modality-agnostic, allowing organizations including other biometric services
providers to benefit from our proprietary tokenization process’s increased protection, efficiency, and utility. With online and
offline functionality, Trust Stamp technology is effective in even the most remote locations in the world.
Markets
Trust Stamp has evaluated
the market potential for its services in part by reviewing the following reports, articles, and data sources, none of which were commissioned
by the Company, and none of which are to be incorporated by reference:
Data Security
and Fraud
|
· |
In 2022, 4,145 publicly
disclosed breaches exposed over 22 billion records according to the “2021 Year End Report: Data Breach QuickView” published
by Flashpoint. |
|
· |
The cumulative merchant
losses to online payment fraud between 2023 and 2027 will exceed $343 billion globally according to a 2022 report titled “Fighting
Online Payment Fraud in 2022 & Beyond” published by Juniper Research. |
Trust Stamp addresses
this market with biometric identity verification and biometric authentication solutions. These solutions offer Trust Stamp’s proprietary
irreversible identity token to perform biometric-based matching in a secure and tokenized domain, matching tokenized personally identifiable
information while implementing liveness detection.
The Company recently
announced the development of a biometric authentication process for wire transfers and other high value transactions, a product of particular
and immediate relevance to financial institutions concerned about the potential of deep fake attacks on existing authentication systems.
The Company currently has three new banking clients who have indicated willingness to participate in a trial of the product scheduled
for Q3 of 2024.
Biometric authentication
|
· |
By 2027, the value of biometrically
authenticated remote mobile payments will reach $1.2 trillion globally, according to a 2022 report titled “Mobile Payment Biometrics”
published by Juniper Research. |
|
· |
The global biometric system
market size is valued at $41.1 billion per annum in 2023, with a forecast compound growth of 20.4% from 2023 to 2030 with a 2030
revenue forecast of $150.6 billion according to the 2023 report titled “Biometric Technology Market Size, Share &
Trends Analysis Report By Component, By Offering, By Authentication Type, By Application, By End-use, By Region, And Segment Forecasts,
2023 — 2030” published by Grand View Research. |
Trust Stamp addresses
this market through its biometric authentication and liveness detection products. These products offer our IT2 token to perform
biometric matching in a secure and tokenized domain. This permits biometric authentication without the risk of storing pictures and biometric
templates.
In addition to identity
authentication, the Company’s deep learning algorithms can be used to identify specific criteria from facial biometric captures
and it has been developing and testing age-estimation software for the rapidly growing age verification market. The new age estimation
software is expected to go live with a first commercial client in Q3 of 2024.
Financial and societal
inclusion
|
· |
As of 2021, 1.4 billion
people were unbanked according to the “Global Findex Database 2021” published by The World Bank. |
|
· |
131 million small and medium-sized
enterprises in emerging markets lack access to finance, limiting their ability to grow and thrive (UNSGSA Financial Inclusion Webpage,
Accessed March 2023) |
|
· |
The global market for Microfinance
is estimated at $157 Billion in the year 2020, and is projected to reach $342 billion by 2026 according to the 2022 report titled
“Microfinance - Global Market Trajectory & Analytics” published by Global Industry Analysts, Inc. |
Trust Stamp’s biometric
authentication, liveness detection, and information tokenization enable individuals to verify and establish their identities using data
derived from biometrics. While individuals in this market lack traditional means of identity verification, Trust Stamp provides a means
to authenticate identity that preserves an individual’s privacy and control over that identity.
Alternatives to
Detention (“ATD”)
|
· |
The ATD market includes
Federal, State, and Municipal agencies for both criminal justice and immigration purposes. Trust Stamp addresses the ATD market with
applications built on Trust Stamp’s privacy-preserving solutions allowing individuals to comply with ATD requirements using
ethical and humane technology methodologies. Trust Stamp has developed innovative patented technologies for use in the ATD market
encompassing biometrics, geolocation, and tokenization as well as a proprietary, tamper-resistant, battery-free “Tap-In-Band”
that can complement or replace biometric check-in requirements and provide a lower-cost and more humane alternative to traditional
“ankle bracelet” technology. |
Other Markets
The Company is developing
products and working with partners and industry organizations in other sectors that offer significant market opportunities and has entered
into go-to-market or licensing agreements, including global data location services, healthcare, IoT, automotive dealer services, and
computer vision for UAV operations. We anticipate licensing our technology in numerous fields, typically through established partners
who will integrate our technology into field-specific applications.
Principal Products
and Services
Trust Stamp’s
most important technology is the Irreversibly Transformed Identity Token, or IT2 TM, which is combined
with a data architecture that can use one or multiple sources of biometric or other identifying data. Once a “hash translation”
algorithm is created, like-modality hashes are comparable regardless of their origin. The IT2 protects against system
and data redundancy, providing a lifelong “digital-DNA” that can store (or pivot to) any type of KYC or relationship data
with fields individually hashed or (salted and) encrypted, facilitating selective data sharing. Products utilizing the IT2 are
Trust Stamp’s primary products, accounting for the majority of its revenues during the six months ended June 30, 2024.
We adhere to the best
practices outlined in the National Institute of Standards and Technology (“NIST”) and International Organization for Standardization
(“ISO”) frameworks, and our policies and procedures in managing personally identifiable information (“PII”) comply
with General Data Protection Regulation (“GDPR”) requirements wherever such requirements are applicable.
Key Customers
The Company’s
initial business consisted of developing proprietary privacy-first identity solutions and implementing them through custom applications
built and maintained for a few key customers. In 2022, the Company added to its product offerings a modular and highly scalable SaaS
model with low-code or no implementation (“the Orchestration Layer”). Although the Company remains open to significant opportunities
to deliver custom solutions, sales of Orchestration Layer products are the primary focus of the Company’s sales and development
initiatives. This strategic pivot in the Company’s go-to-market approach negatively impacted revenue in 2023 but we believe it
will substantially increase potential revenue.
Historically, the
Company generated most of its income through long-term partnerships, comprising a relationship with an S&P 500 bank with services
provided pursuant to a Master Software Agreement entered into in 2017, together with a relationship with Mastercard International (“Mastercard”)
with services provided under the terms of a five-year technology services agreement entered into in March 2019 and extended in March
2024 to April 2027 (the "TSA”). Both of those relationships remain strong, and the Company anticipates future revenue growth
from the two relationships.
Under the TSA, IT2
TM technology is being implemented by Mastercard for Humanitarian & Development purposes as a core element of its
Community Pass and Inclusive Identity offerings. Use cases include financial services for individuals and businesses and empowering people
and communities to meet basic needs, such as nutritious food, clean water, housing, education, and healthcare. The Company is paid to
develop and host software solutions utilizing the IT2 and to support Mastercard’s implementations. In addition,
the Company is paid on a “per user per year” basis for all transactions utilizing its technology. In December of 2022,
the Company entered into a modification of the agreed pricing schedule with Mastercard to move from a per-use to a per-user-year model
to broaden the range of potential use cases. The TSA may be terminated by either party in the event of a material breach by the other
party that remains uncured within thirty days after notice is received of such a breach. Either party may terminate the TSA if the other
party becomes, including, but not limited to, insolvent, subject to bankruptcy, dissolved or liquidated. Unless the TSA is terminated,
the TSA will automatically renew for additional one year-periods in perpetuity unless either party provides ninety days’ written
notice of intent not to renew. To date, the Company has received guaranteed minimum annual payments on account of usage. According to
the October 2023 interview of Mastercard Executive Vice President and Founder of the Community Pass from the article titled “Mastercard’s
Community Pass founder says digital ID platform improving lives, digital inclusion” published by Biometric Update, Mastercard’s
Community Pass program currently serves approximately 3.5 million users and is targeting 30 million users by 2027. Based upon information
provided to us by Mastercard we anticipate user-based revenue starting in 2024 and growing year-on-year thereafter.
In 2022, the Company
expanded its key customer base to include a relationship with Fidelity Information Services, LLC (“FIS”) which focused on
implementing our Orchestration Layer and underlying technologies in FIS’ Global KYC product offering.
The Orchestration
Layer is a low-code platform that is designed to be a one-stop shop for Trust Stamp services and provides easy integration to our products,
which are chargeable on a per-user basis. The Orchestration Layer utilizes the Company’s next-generation identity package, offering
rapid deployment across devices and platforms, with custom workflows that seamlessly orchestrate trust across the identity lifecycle
for a consistent user experience in processes for onboarding and KYC/AML, multi-factor authentication, account recovery, fraud prevention,
compliance, and more. The Orchestration Layer facilitates no-code and low-code implementations of the Company’s technology making
adoption and updating faster and more cost-effective for a broader range of potential customers.
In
the third quarter of 2022, the Company acquired its first 2 new customers on the Orchestration Layer through its partnership with FIS,
and in the fourth quarter of 2022, 4 additional FIS customers onboarded. As of June 30, 2024, a total of 54 financial institutions
with over $345 billion in assets have been onboarded via FIS, bringing the total number of (FIS and non-FIS) customers either fully implemented
or are currently implementing the Orchestration Layer to 62. The first (non-FIS) client onboarded to the Orchestration Layer in the third
quarter of 2022 has generated $343 thousand of revenue for the Company to date including $110 thousand during the six months ended
June 30, 2024. Although each institution onboarded via FIS pays a small onboarding fee, given the typical time a financial institution
takes to test, implement, and roll out any new technology, the Company does not anticipate significant revenue from the new FIS customers
until late 2024.
Reinforced by the
product-market fit indicated by the FIS rollout, the Company is building an internal direct sales force to offer the Orchestration Layer
to non-FIS institutions. This expansion into direct sales is a work-in-progress and the Company is dynamically adapting its approach
based on progress towards acceptable success metrics.
In Management's opinion,
while the unanticipated loss of any one of our current customers, including our channel partnership with FIS, could adversely affect
the Company’s financial position, it would not prevent us from continuing our operations.
Recent Developments
Securities Purchase Agreement
On July 13, 2024, the Company entered into
a Securities Purchase Agreement (the “SPA”) with a certain investor (the “Selling Stockholder”).
Pursuant to the terms of the SPA, the Selling Stockholder agreed, at the closing of the SPA (the “Closing”) and upon
the terms and subject to the conditions set forth in the SPA, to purchase from the Company 4,597,701 shares of Class A Common Stock,
par value $0.01 of the Company (the “Class A Common Stock”) at $0.435 per share, which was equal to the closing
price of the Company’s Class A Common Stock on the Nasdaq Stock Market on July 11, 2024. The total purchase price for
the shares was agreed to be paid pursuant to three promissory notes issued by the Selling Stockholder to the Company comprised of (i) a
$500,000 promissory note payable on July 31, 2024; (ii) a $500,000 promissory note payable on August 31, 2024; and (iii) a
$1,000,000 promissory note payable within three (3) trading days of an effective resale registration statement as contemplated by
the Registration Rights Agreement. None of the promissory notes accrue interest, and each may be repaid before their respective due dates.
On July 13, 2024 (the “Closing Date”),
the Closing of the SPA occurred, and the Company issued 4,597,701 shares of Class A Common Stock to the Selling Stockholder at $0.435
in exchange for the three promissory notes described above, totaling $2,000,000 in combined principal. The Closing of the SPA was subject
to a number of customary closing conditions, including, but not limited to, the Company’s entry into a Registration Rights Agreement,
the execution of which were conditions to the Closing of the SPA. Additionally, as part of the Closing of the SPA, the Selling Stockholder
executed a Voting Limitation Agreement, described further below.
The shares of Class A Common Stock were offered
and sold pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933 contained in Regulation
D promulgated thereunder.
The foregoing description of the SPA does not
purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit 10.26
to the registration statement of which this prospectus forms a part and is incorporated herein by reference. Additionally, the foregoing
description of the three promissory notes does not purport to be complete and is qualified in its entirety by reference to the full text
of each of the forms of these promissory notes, copies of which are filed as Exhibits 4.14, 4.15, and 4.16 to the registration statement of which this prospectus
forms a part.
Registration Rights Agreement
Pursuant to the SPA, the Company agreed to enter
into a registration rights agreement (the “Registration Rights Agreement”) with the Selling Stockholder, pursuant to
which the Company must file a registration statement on Form S-3 (or, if the Company is ineligible to use a Form S-3, another
appropriate form) with the Securities and Exchange Commission (the “SEC”) to register for resale by the Selling Stockholder
of the 4,597,701 shares of Class A Common Stock purchased pursuant to the SPA, with such registration statement becoming effective
within 45 days after the Closing, subject to adjustment in the event of a review by the SEC.
The Company entered into the Registration Rights
Agreement with the Selling Stockholder on July 13, 2024.
The foregoing summary of the Registration Rights
Agreement is not complete, and is qualified by reference to a copy of the Registration Rights Agreement included as Exhibit 10.27
to the registration statement of which this prospectus forms a part.
Voting Limitation Agreement
Also on July 13, 2024, the Company and
the Selling Stockholder entered into a Voting Limitation Agreement, pursuant to which the Selling Stockholder agreed, unless approved
by the stockholders of the Company, to not vote shares of the Company’s capital stock representing more than 19.99% of the issued
and outstanding shares of Common Stock of the Company issued and outstanding at the time of such vote. The purpose of this voting limitation
is to ensure that the sale stays within both the definitions of “Minimum Price” and “20% Issuance” under Nasdaq
Rule 5635(d), and to provide the Company’s stockholders with meaningful participation in the financing and control of the Company.
While the 4,597,701 shares of Class A Common Stock issued to the Selling Stockholder was in excess of 20% of the outstanding shares of
Class A Common Stock at the time of issuance, the voting limitation limits the Selling Stockholder’s voting power to 19.99%, until
such time as the Company’s stockholders approve the transaction.
The Company agreed that, at its next annual or
extraordinary general meeting of the Company’s stockholders, it will seek ratification of the SPA by its stockholders – and
if the SPA is ratified at such a meeting, the Selling Stockholder will to be able to exercise full voting rights in respect of all Common
Stock acquired under the SPA. If the Company’s stockholders do not ratify the SPA at such meeting, the Company will convene an extraordinary
general meeting to seek ratification of the SPA every ninety (90) days thereafter until a stockholder vote ratifying the SPA has been
obtained.
The Voting Limitation Agreement will terminate
automatically if at any time the number of shares acquired pursuant to the SPA is less than 20% of the Company’s issued Common Stock.
The foregoing summary of the Voting Limitation
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Limitation Agreement,
a copy of which is filed as Exhibit 10.28 to this to the registration statement of which this prospectus forms a part and is incorporated
herein by reference.
Corporate Information
Trust Stamp was incorporated under the laws of
the State of Delaware on April 11, 2016 as “T Stamp Inc.” Our principal executive offices are located at 3017 Bolling
Way NE, Floor 2, Atlanta, GA 30305, and our telephone number is (404) 806-9906. Our website address is www.truststamp.ai.
None of the information contained on, or that may be accessed through, our website is a prospectus or constitutes part of, or is otherwise
incorporated into this prospectus.
The Offering
Issuer |
T Stamp Inc., a Delaware corporation |
|
|
Securities Offered by the Selling Stockholder |
Up to 4,597,701 shares of Class A Common Stock. |
|
|
Shares of Class A
Common Stock Outstanding Prior to this Offering (as of August 12, 2024): |
16,780,931 (1) |
|
|
Shares of Class A
Common Stock Outstanding Assuming Sale of all Shares: |
16,780,931 (2) |
|
|
Use of Proceeds |
We will not receive any proceeds from the sale of our Class A Common Stock offered by the Selling Stockholder under this prospectus. We expect to use the proceeds from the payment of the promissory notes issued to us by the Selling Stockholder for working capital purposes. |
|
|
Risk Factors |
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus, and any other risk factors described in a prospectus supplement and in the documents incorporated herein and therein by reference, for a discussion of certain factors that you should carefully consider before deciding to invest in our securities. |
|
|
Nasdaq Capital Market Trading Symbol |
IDAI |
(1) |
The above discussion
is based on 16,780,931 shares of Class A Common Stock outstanding as of August 12, 2024, but excludes up to 8,874,991 shares
of Class A Common Stock acquirable within 60 days of August 12, 2024 from the conversion, vesting, and/or exercise of outstanding
restricted stock units, stock options, warrants, and stock grants. |
(2) |
The Selling Stockholder
will only be selling 4,597,701 shares of Class A Common Stock issued pursuant the SPA. |
RISK FACTORS
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully
the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement
and any related free writing prospectus, and discussed under the section entitled “Risk Factors” contained in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2023, which
is incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents
incorporated by reference and any free writing prospectus that we may authorize for use in connection with this offering. The risks described
in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable
economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial
performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or
trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow
could be seriously harmed. This could cause the trading price of our securities to decline, resulting in a loss of all or part of your
investment. Please also carefully read the section below entitled “Special Note Regarding Forward-Looking Statements.”
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, each prospectus supplement and
the information incorporated by reference in this prospectus and each prospectus supplement contain “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E
of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks and uncertainties,
as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely
from those expressed or implied by such forward-looking statements. Forward-looking statements may include, but are not limited to, statements
relating to our outlook or expectations for earnings, revenues, expenses, asset quality or other future financial or business performance,
strategies, expectations or business prospects, or the impact of legal, regulatory or supervisory matters on our business, results of
operations, or financial condition. Specifically, forward-looking statements may include statements relating to our future business prospects,
revenue, income, and financial condition.
Forward-looking statements can be identified by
the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “target,” or similar expressions.
Forward-looking statements reflect our judgment based on currently available information and involve a number of risks and uncertainties
that could cause actual results to differ materially from those described in the forward-looking statements.
Important factors could cause actual results to
differ materially from our expectations include, but are not limited to:
|
· |
adverse economic conditions; |
|
· |
general decreases in demand
for our products and services; |
|
· |
changes in timing of introducing
new products into the market; |
|
· |
intense competition (including
entry of new competitors), including among competitors with substantially greater resources than us; |
|
· |
revenues and net income
lower than anticipated; |
|
· |
becoming delisted from
Nasdaq; |
|
· |
the possible fluctuation
and volatility of operating results and financial conditions; |
|
· |
the impact of legal, regulatory,
or supervisory matters on our business, results of operations, or financial condition; |
|
· |
inability to carry out
our marketing and sales plans; and |
|
· |
the loss of key employees
and executives. |
Forward-looking statements are based on assumptions
we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments
and other factors we believe are appropriate under the circumstances. You are cautioned that these statements are not guarantees of performance
or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking
statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial
performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We discuss
in greater detail many of these risks in the applicable prospectus supplement, in any free writing prospectuses we may authorize for use
in connection with a specific offering, in our most recent annual report on Form 10-K, as well as any amendments thereto, and in
our subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety.
Unless required by law, we undertake no obligation
to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume
that actual events are bearing out as expressed or implied in such forward-looking statements. You should read this prospectus, any applicable
prospectus supplement, together with the documents we have filed with the SEC that are incorporated by reference and any free writing
prospectus that we may authorize for use in connection with this offering completely and with the understanding that our actual future
results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by
these cautionary statements.
USE OF PROCEEDS
We will not receive any proceeds from the sale
of the Shares covered by this prospectus. All proceeds from the sale of the Shares will be for the account of the Selling Stockholder.
However, we will receive the proceeds from repayment of the three (3) promissory notes totaling $2,000,000 in principal issued by
the Selling Stockholder to us as consideration for the Shares. We intend to use the net proceeds from the promissory notes for general
corporate purposes, which includes working capital, business and product development, potential acquisitions, and other business opportunities,
but does not include satisfaction of the Company’s debt (other than payment of payables in the ordinary course of the Company’s
business and prior practices) or redemption of any Common Stock. The timing and amount of our actual expenditures will be based on many
factors; therefore, unless otherwise indicated in the prospectus supplement, our management will have broad discretion to allocate the
net proceeds of our offerings.
We will bear all other costs, fees and expenses
incurred in effecting the registration of the offering and sale of the Shares covered by this prospectus and any accompanying prospectus
supplement, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel
and our accountants, in accordance with the terms of the SPA and RRA. The Selling Stockholder will pay any discounts, commissions, and
fees of underwriters, selling brokers, dealer managers or similar securities industry professionals incurred by the Selling Stockholder
in disposing of the Shares covered by this prospectus.
THE SELLING STOCKHOLDER
The
shares of Class A Common Stock (or Shares) being offered by the Selling Stockholder are those shares that were purchased by the Selling
Stockholder pursuant to the SPA. For additional information on our Class A Common Stock, see the “Securities Being Registered
and Description of Capital Stock” section of this prospectus. We are registering the 4,597,701 shares sold to the Selling
Stockholder pursuant to the SPA in order to permit the Selling Stockholder to offer the shares for resale from time to time.
Prior
to the Selling Stockholder and the Company entering into the SPA, the Selling Stockholder has not had any material relationship with the
Company within the past three years. On July 13, 2024, in connection with closing of the SPA, the Company and the Selling
Stockholder entered into a Voting Limitation Agreement, pursuant to which the Selling Stockholder agreed, unless approved by the stockholders
of the Company, to not vote shares of the Company’s capital stock representing more than 19.99% of the issued and outstanding shares
of Common Stock of the Company issued and outstanding at the time of such vote. See “Prospectus Summary – Recent Developments”
for more information on this Voting Limitation Agreement.
The table below lists
beneficial ownership information of the Selling Stockholder as of the date of this prospectus, as well as the expected beneficial ownership
of the Selling Stockholder after the conclusion of this offering.
In
accordance with the terms of the SPA (and related Registration Rights Agreement), this prospectus generally covers the resale of the 4,597,701
shares sold to the Selling Stockholder pursuant to the SPA. The fourth column assumes the sale of all the Shares offered by the Selling
Stockholder pursuant to this prospectus.
| |
Number of shares of | |
Maximum Number of shares | |
Number of shares of |
| |
Class A Common | |
of Class A Common | |
Class A |
Name of Selling | |
Stock Owned | |
Stock to be Sold | |
Common Stock |
Stockholder | |
Prior to Offering | |
Pursuant to this prospectus | |
Owned After Offering |
DQI Holdings Inc. (2) | |
4,597,701 | |
4,597,701 | |
0 (1) |
(1) |
Assumes the sale of all shares offered by the Selling Stockholder pursuant to this prospectus. |
(2) |
The securities to be sold pursuant to this prospectus include 4,597,701 shares of Class A Common Stock, all of which are directly held by DQI Holdings Inc., a Delaware corporation (the “Selling Stockholder”); and (ii) Brent de Jong, as the principal executive officer of the Selling Stockholder. The address of the Selling Stockholder is c/o DQI Holdings Inc., 1900 Saint James Place, Suite 125, Houston, Texas 77056. |
SECURITIES BEING REGISTERED
AND DESCRIPTION OF CAPITAL STOCK
We are registering for
resale by the Selling Stockholder from time to time of up to an aggregate of 4,597,701 shares of Class A Common Stock issued to the
Selling Stockholder in a private placement offering consummated on July 13, 2024.
General
The authorized capital stock of the Company consists
of Common Stock, par value $0.01 per share. The total number of authorized shares of Common Stock of Trust Stamp is 50,000,000, all of
which are designated as Class A Common Stock.
The following summary description of our capital
stock is based on the provisions of our Third Amended & Restated Certificate of Incorporation, our amended and restated bylaws
and the applicable provisions of the Delaware General Corporation Law (the “DGCL”). This description is not complete
and is subject to, and qualified in its entirety by reference to our Third Amended & Restated Certificate of Incorporation (our
“A&R Certificate of Incorporation”) and our amended and restated bylaws (our “Bylaws”), each
of which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part, and the DGCL.
You should read our A&R Certificate of Incorporation our Bylaws and the applicable provisions of the DGCL for a complete statement
of the provisions described below and for other provisions that may be important to you. For information on how to obtain copies of our
A&R Certificate of Incorporation and our Bylaws, see “Where You Can Find Additional Information.”
Common Stock
Pursuant to the Company’s A&R Certificate
of Incorporation, the Board of Directors of the Company has the right to designate shares of the Company’s Common Stock as either
Class A or Class B Common Stock. As of the date of this prospectus, all shares of Common Stock of the Company have been designated
as Class A Common Stock, and there is no issued (or designated) Class B Common Stock. The rights and preferences of each of
the Class A and Class B classes of Common Stock are summarized below.
Class A Common Stock
Voting Rights
Holders of shares of Class A Common Stock
are entitled to one vote for each on all matters submitted to a vote of the shareholders, including the election of directors.
Dividend Rights
Holders of each class of Common Stock are entitled
to receive dividends, as may be declared from time to time by the Board of Directors out of legally available funds as detailed in our
A&R Certificate of Incorporation. The Company has never declared or paid cash dividends on any of its capital stock and currently
does not anticipate paying any cash dividends after this offering or in the foreseeable future.
Liquidation Rights
In the event of a voluntary or involuntary liquidation,
dissolution, or winding up of the Company, the holders of Class A Common Stock are entitled to share ratably in the net assets legally
available for distribution to shareholders after the payment of all debts and other liabilities of the Company.
Exchange Rights
A holder of shares of Class A Common Stock
shares that is a bank, savings association, or a holding company (or an affiliate thereof) may at any time choose to exchange all or any
portion of shares of Class A Common Stock it holds for shares of Class B Common Stock. In the event of such an election, each
Class A share for which the holder makes such election shall be exchanged for a Class B share on a one-for-one basis without
the payment of any additional consideration. In the event of such an election, the Company will take all necessary corporate actions to
affect such exchange, the holder will surrender its certificate or certificates representing the shares of Class A Common Stock for
which it made such election, and such Shares of Class A Common Stock shall be cancelled.
Transfer Rights
There are no restrictions on the transfer of shares
of Class A Common Stock of the Company.
Class B Common Stock
The rights and preferences of the Company’s
Class B Common Stock are identical to those of the Class A Common Stock of the Company, except for as described below.
Voting Rights
Holders of shares of Class B Common Stock
have no voting rights with respect to such shares; provided that the holders of Class B Common Stock shall be entitled to vote (one
vote for each Class B share held) to the same extent that the holders of Shares of Class A Common Stock would be entitled to
vote on matters as to which non-voting equity interests are permitted to vote pursuant to 12 C.F.R. § 225.2(q)(2) (or a successor
provision thereto).
Transfer Rights
In the event a holder of shares of Class B
Common Stock transfers all or any portion of his or her shares of Class B Common Stock to a “Permitted Transferee” (as
defined below), such Permitted Transferee will be entitled to elect to exchange all or any portion of such Shares of Class B Common
Stock for Shares of Class A Common Stock on a one-for-one basis without the payment of any additional consideration. No fractional
shares may be so exchanged. In the event of such an election, the Company will take all necessary corporate actions to effect such exchange,
the holder will surrender its certificate or certificates representing the Shares of Class B Common Stock for which it made such
election, and such Shares of Class B Common Stock shall be cancelled. A “Permitted Transferee” is a person or entity
who acquires Shares of Class B Common Stock from a bank, savings association, or a holding company (or an affiliate thereof) in any
of the following transfers:
|
(i) |
A widespread public distribution; |
|
(ii) |
A private placement in which no one party acquires the right to purchase 2% or more of any class of voting securities of the Company |
|
(iii) |
An assignment to a single party (e.g. a broker or investment banker) for the purpose of conducting widespread public distribution on behalf of a bank, savings association, or a holding company (or an affiliate thereof) and its transferees (other than transferees that are Permitted Transferees); or |
|
(iv) |
To a party who would control more than 50% of the voting securities of the Company without giving effect to the Shares of Class B Common Stock transferred by a bank, savings association, or a holding company (or an affiliate thereof) and its transferees (other than transferees that are Permitted Transferees). |
Warrants
The Company has various warrants outstanding
that are exercisable for shares of its Class A Common Stock. See (i) the Company’s Annual Report on
Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024; (ii) the Company’s Registration
Statement on Form S-3 filed with the SEC on April 11, 2024; (iii) the Company’s Registration Statement on Form S-3/A
filed with the SEC on April 15, 2024; (iv) the Company’s Quarterly Report on Form 10-Q for the three months ended
March 31, 2024 filed with the SEC on May 16, 2024; and (v) the Company’s Quarterly Report on Form 10-Q for the three
and six months ended June 30, 2024 filed with the SEC on August 13, 2024 for information on the outstanding warrants of the Company.
Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws
Our A&R Certificate of Incorporation and Bylaws
contain certain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us.
These provisions, which are summarized below, could discourage takeovers, coercive or otherwise. These provisions are also designed, in
part, to encourage persons seeking to acquire control of us to negotiate first with our Board of Directors. We believe that the benefits
of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of
discouraging a proposal to acquire us.
Authorized but Unissued Capital Stock
We have authorized but unissued shares of Common
Stock, and our Board of Directors may authorize the issuance of one or more series of preferred stock without stockholder approval. These
shares could be used by our Board of Directors to make it more difficult or to discourage an attempt to obtain control of us through a
merger, tender offer, proxy contest or otherwise.
Limits on Stockholder Action to Call a Special
Meeting
Our Bylaws provide that special meetings of the
stockholders may be called only by our Board of Directors. A stockholder may not call a special meeting, which may delay the ability of
our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including
the removal of directors.
Our
A&R Certificate of Incorporation authorizes our Board of Directors to fill vacancies or newly created directorships.
If there is a vacancy on our Board of Directors,
the majority of the directors then in office may elect a successor to fill any vacancies or newly created directorships. This may also
discourage or deter a potential acquirer from conducting a solicitation of proxies to elect their own slate of directors or otherwise
attempt to obtain control of our Company.
Classified
Board of Directors
The A&R Certificate
of Incorporation provides for a classified board of directors of the Company, with the board divided into three classes. Class I
will hold office for a term expiring at the 2023 annual meeting of stockholders; Class II will hold office initially for a term expiring
at the 2024 annual meeting of stockholders; and Class III will hold office initially for a term expiring at the 2025 annual meeting
of stockholders. At each annual meeting following this initial classification and election, the successors to the class of directors whose
terms expire at that meeting would be elected for a term of office to expire at the third succeeding annual meeting after their election
and until their successors have been duly elected and qualified.
The Class I directors
were elected at the 2023 annual meeting for a term of office for a term expiring at the 2026 annual meeting.
PLAN OF DISTRIBUTION
The Selling Stockholder, which as used
herein includes certain donees, pledgees, transferees, or other successors-in-interest selling Shares or interests in Shares
received after the date of this prospectus from the Selling Stockholder as a gift, pledge, partnership distribution or other
transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their Shares on any stock exchange, market or
trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing
market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of
sale, or at negotiated prices.
The Selling Stockholder may use any one or more
of the following methods when disposing of shares or interests therein:
|
· |
ordinary brokerage transactions
and transactions in which the broker-dealer solicits purchasers; |
|
· |
block trades in which the
broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate
the transaction; |
|
· |
purchases by a broker-dealer
as principal and resale by the broker-dealer for its account; |
|
· |
an exchange distribution
in accordance with the rules of the applicable exchange; |
|
· |
privately negotiated transactions; |
|
· |
short sales effected after
the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
|
· |
through the writing or
settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
|
· |
broker-dealers may agree
with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share; |
|
· |
a combination of any such
methods of sale; and |
|
· |
any other method permitted
by applicable law. |
The Selling Stockholder may transfer the Shares
in other circumstances, in which case the transferees, pledgees, or other successors in interest will be the selling beneficial owners
for purposes of this prospectus.
In connection with the sale of our Class A
Common Stock or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the Class A Common Stock in the course of hedging the positions they assume.
The Selling Stockholder may also sell shares of our Class A Common Stock short and deliver these securities to close out its short
positions, or loan or pledge the Class A Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholder
may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative
securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which
shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).
The aggregate proceeds to the Selling Stockholder
from the sale of the Shares offered by them will be the sale price of the Shares less discounts or commissions, if any. The Selling Stockholder
reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of
Shares to be made directly or through agents. We will not receive any of the proceeds from sales of the Shares by the Selling Stockholder
in this offering.
The Selling Stockholder also may resell all or
a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that it
meets the criteria and conforms to the requirements of that rule.
The Selling Stockholder and any underwriters,
broker-dealers or agents that participate in the sale of the Class A Common Stock or interests therein may be “underwriters”
within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions, or profit they earn on any resale
of the shares may be underwriting discounts and commissions under the Securities Act. If any of the Selling Stockholder is an “underwriter”
within the meaning of Section 2(11) of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities
Act.
To the extent required, the shares of our Class A Common Stock
to be sold, the names of the Selling Stockholder, the respective purchase prices and public offering prices, the names of any agents,
dealer, or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of
some states, if applicable, the Shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition,
in some states the Shares may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification
requirements is available and is complied with.
We have advised the Selling Stockholder that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of
the Selling Stockholder and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may
be supplemented or amended from time to time) available to the Selling Stockholder for the purpose of satisfying the prospectus delivery
requirements of the Securities Act. The Selling Stockholder may indemnify any broker-dealer that participates in transactions involving
the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the Selling Stockholder
against liabilities, including liabilities under the Securities Act and the Exchange Act, relating to the registration of the shares offered
by this prospectus.
We have agreed with the Selling Stockholder to
keep the registration statement of which this prospectus constitutes a part effective at all times until the Selling Stockholder no longer
holds any of the Shares sold to the Selling Stockholder pursuant to the SPA.
Our Class A Common Stock is listed on the
Nasdaq Capital Market under the symbol “IDAI.”
LEGAL MATTERS
The validity of the securities being offered hereby
will be passed upon for us by CrowdCheck Law, LLP. Additional legal matters may be passed upon for us or any underwriters, dealers or
agents, by counsel named in the applicable prospectus supplement.
EXPERTS
The
consolidated financial statements of T Stamp Inc. and its subsidiaries as of December 31, 2023 and 2022 and for the fiscal years
then ended, have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their reports thereon,
included in T Stamp Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The report
of Marcum LLP includes an explanatory paragraph related to the substantial doubt about the Company’s ability to continue as a going
concern. Such consolidated financial statements have been incorporated herein by reference in reliance upon such report given on the
authority of such firms as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements
and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
This prospectus and any prospectus supplement
are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement.
The full registration statement may be obtained from the SEC or us, as provided below. Other documents establishing the terms of the offered
securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about
these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should
refer to the actual documents for a more complete description of the relevant matters. You may obtain a copy of the registration statement
through the SEC’s website, as provided above.
We maintain a website at www.truststamp.ai.
None of the information contained on, or that may be accessed through, our website is a prospectus or constitutes part of, or is otherwise
incorporated into, this prospectus.
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
The SEC’s rules allow us to “incorporate
by reference” information into this prospectus, which means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus. Any
statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated
by reference modifies or replaces that statement.
This prospectus and any accompanying prospectus
supplement incorporate by reference the documents set forth below that have previously been filed with the SEC, other than portions of
these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K:
|
· |
our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024, which includes Risk Factors applicable
to our Company; |
|
· |
our Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, filed with the SEC on May 16,
2024 and August
13, 2024, respectively; |
|
· |
our Current Reports on Form 8-K and/or 8-K/A,
filed with the SEC on January 3,
2024, March 28,
2024, April 4,
2024, May 8,
2024, June 6,
2024, July 12,
2024, July 16,
2024, July 18,
2024, and August
13, 2024. |
|
· |
Description of our Class A
Common Stock contained in our Registration Statement on Form S-1 filed with the SEC on August 23, 2023, including
any amendment or report filed for the purpose of updating such description. |
In addition, all reports and other documents
we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act will also be deemed to be incorporated
by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.
In addition, all reports and other documents filed by us pursuant to the Exchange Act after the date of the initial registration statement
and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein,
as the case may be, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this prospectus.
We will furnish without charge to each person,
including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents
incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated
by reference into such documents. You should direct any requests for documents to:
T Stamp Inc.
3017 Bolling Way NE, Floor 2, Atlanta, Georgia,
30305
Attention: Corporate Secretary
(404) 806-9906
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth an estimate of
the fees and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the issuance
and distribution of the securities being registered. All the amounts shown are estimates, except for the SEC registration fee.
| |
Amount | |
SEC registration fee | |
$ | 305.38 | * |
Accounting fees and expenses | |
| 10,000.00 | |
Legal fees and expenses | |
| 20,000.00 | |
Printing and miscellaneous fees and expenses | |
| 2,500.00 | |
Total | |
$ | 32,805.38 | |
* |
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
Item 15. Indemnification of Directors and Officers
Our A&R Certificate of Incorporation contains
provisions limiting the liability of directors to the fullest extent permitted by Delaware law and provides that we will indemnify each
of our directors and officers to the fullest extent permitted under Delaware law. Our A&R Certificate of Incorporation and Bylaws
also provide our Board of Directors with the discretion to indemnify our employees and other agents when determined appropriate by the
Board. In addition, each employment agreement entered into between the Company and its officers and/or directors contains certain indemnification
provisions, which require us to indemnify them in certain circumstances.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers, or persons controlling our Company pursuant to the foregoing provision,
we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 16. Exhibits
Exhibit No. |
|
Exhibit Description |
3.1 |
|
Third Amended and Restated
Certificate of Incorporation (incorporated by reference to the Company’s Form 8-K filed with the SEC on July 7, 2023). |
3.2 |
|
Amended and Restated Bylaws
of the Company (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC
on December 12, 2022) |
4.1 |
|
Warrant issued to the Armistice
Capital Master Fund Ltd. dated September 14, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current
Report on Form 8-K filed with the SEC on September 15, 2022). |
4.2 |
|
Form of Warrant dated
November 9, 2016 ($5,000 per share) (incorporated by reference to Exhibit 3.9 to the Company’s Form DOS filed
with the SEC on December 30, 2019). |
4.3 |
|
Form of Warrant dated
November 9, 2016 ($1,000,000) (incorporated by reference to Exhibit 3.10 to the Company’s Form DOS filed with
the SEC on December 30, 2019). |
4.4 |
|
Form of Warrant dated
September 30, 2016 (incorporated by reference to Exhibit 3.11 to the Company’s Form DOS filed with the SEC on
December 30, 2019). |
4.5 |
|
Form of Warrant dated
December 16, 2016 (incorporated by reference to Exhibit 3.12 to the Company’s Form DOS filed with the SEC on
December 30, 2019). |
4.6 |
|
Warrant issued by the Company
to Reach® Ventures 2017 LP (incorporated by reference to Exhibit 3.14 to the Company’s Form 1-A filed with the
SEC on March 12. 2020). |
4.7 |
|
Warrant issued by the Company
to Second Century Ventures, LLC (incorporated by reference to Exhibit 3.15 to the Company’s Form 1-A filed with the
SEC on March 12. 2020). |
4.8 |
|
Form of Private Placement
Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC
on April 18, 2023). |
4.9 |
|
Form of Private Placement
Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC
on June 5, 2023). |
4.10 |
|
Form of
New Warrant (incorporated by reference to Exhibit 4.1
to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2023). |
4.11 |
|
Warrant
A issued to the investor dated April 1, 2024 (incorporated
by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on April 4, 2024) |
4.12 |
|
Warrant
B issued to the investor dated April 1, 2024 (incorporated
by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Company on April 4, 2024) |
4.13 |
|
Warrant
C issued to the investor dated April 1, 2024 (incorporated
by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by the Company on April 4, 2024) |
4.14 |
|
Form of Promissory Note due and payable on July 31, 2024 ($500,000) (incorporated by reference to Exhibit
4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2024) |
4.15 |
|
Form of Promissory Note due and payable on August 31, 2024 ($500,000) (incorporated by reference to
Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2024) |
4.16 |
|
Form of Promissory Note due and payable within three days of an effective resale registration statement
($1,000,000) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 18,
2024) |
5.1** |
|
Opinion
of CrowdCheck Law, LLP |
10.1 |
|
Emergent Agreement dated
June 11, 2020 (incorporated by reference to Exhibit 6.11 to the Company’s Form 1-SA for the six months ended
June 30, 2020 filed with the SEC on September 28, 2020). |
10.2 |
|
Executive Employment Agreements
of Gareth Genner and Andrew Gowasack, effective as of December 8, 2020 (incorporated by reference to Exhibit 6.13 to the
Company’s Form 1-K for the year ended December 31, 2020 filed with the SEC on April 30, 2021). |
10.3 |
|
Malta Enterprise Letter
dated July 8, 2020 sent to the Company (Repayable Advance of €800,000) (incorporated by reference to Exhibit 6.14
to the Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
10.4 |
|
Purchase Order executed
September 23, 2021 issued by U.S. Immigration and Customs Enforcement to the Company (as Contractor) (incorporated by reference
to Exhibit 6.15 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
10.5 |
|
Letter of Appointment effective
December 1, 2021 sent by the Company to Berta Pappenheim (as non-executive director appointee) (incorporated by reference to
Exhibit 6.16 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
10.6 |
|
Letter of Appointment
effective December 1, 2021 sent by the Company to Kristin Stafford (as non-executive director appointee) (incorporated by reference
to Exhibit 6.17 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
10.7 |
|
Warrant Agency Agreement
between the Company and Colonial Stock Transfer Company, Inc. dated August 20, 2021. (incorporated by reference to
Exhibit 6.18 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
10.8 |
|
Mutual Channel Agreement
dated November 15, 2020 between the Company and Vital4Data, Inc. (incorporated by reference to Exhibit 6.19 to the
Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
10.9 |
|
Warrant to Purchase Common
Stock between the Company and Second Century Ventures, LLC dated April 22, 2020 (incorporated by reference to Exhibit 6.9
to the Company’s Form 1-A/A filed with the SEC on April 30, 2020). |
10.10 |
|
Settlement Agreement dated
July 1, 2019 between Emergent Technology Holdings, LP and the Company (incorporated by reference to Exhibit 6.1 to the
Company’s Form 1-A filed with the SEC on March 12, 2020). |
10.11 |
|
Amendment dated April 15,
2022 to Purchase Order executed September 23, 2021 issued by U.S. Immigration and Customs Enforcement to the Company (as Contractor)
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 21,
2022). |
10.12 |
|
Amendment dated July 15,
2022 to Purchase Order executed September 23, 2021 issued by U.S. Immigration and Customs Enforcement to the Company (as Contractor)
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 21,
2022). |
10.13 |
|
Securities Purchase Agreement,
dated September 11, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed with the SEC on September 15, 2022). |
10.14 |
|
Registration Rights Agreement,
dated September 11, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K
filed with the SEC on September 15, 2022). |
10.15 |
|
Form of Lock-Up Agreement
(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 15,
2022). |
10.16 |
|
Placement Agent Agreement
dated September 11, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K
filed with the SEC on September 15, 2022). |
10.17 |
|
Executive Employment Agreement
of Alex Valdes, effective as of December 8, 2020 (incorporated by reference to Exhibit 6.12 to the Company’s Form 1-K
for the year ended December 31, 2020 filed with the SEC on April 30, 2021). |
10.18 |
|
Executive Employment Agreement
of Andrew Scott Francis, effective as of December 8, 2020 (incorporated by reference to Exhibit 6.13 to the Company’s
offering statement on Form 1-A filed with the SEC on November 19, 2021). |
10.19 |
|
Form of Securities
Purchase Agreement by and between the Company and a certain institutional investor dated April 14, 2023 (incorporated by reference
to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2023). |
10.20 |
|
Form of Securities
Purchase Agreement by and between the Company and a certain institutional investor dated June 1, 2023 (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2023). |
10.21 |
|
Warrant Amendment by and
between the Company and a certain institutional investor dated June 1, 2023 (incorporated by reference to Exhibit 10.2
to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2023). |
10.22 |
|
Form of Warrant Exercise
Agreement, dated December 21, 2023 by and between T Stamp Inc. and the Institutional Investor (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2023). |
10.23 |
|
Securities
Purchase Agreement dated April 1, 2024 (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on April 4, 2024) |
10.24 |
|
Registration
Rights Agreement dated April 1, 2024 (incorporated
by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on April 4, 2024) |
10.25 |
|
Placement
Agent Agreement dated April 1, 2024 (incorporated
by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on April 4, 2024) |
10.26 |
|
Securities Purchase Agreement dated July 13, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the SEC on July 18, 2024) |
10.27 |
|
Registration Rights Agreement dated July 13, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed with the SEC on July 18, 2024) |
* Filed herewith.
** Previously filed
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i) |
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
|
(ii) |
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
|
(iii) |
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided,
however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser:
|
(i) |
each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
|
(ii) |
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) That, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
|
(i) |
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
|
(ii) |
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
|
(iii) |
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
|
(iv) |
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes
that:
(1) For purposes of determining
any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining
any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 16, 2024.
|
T STAMP INC. |
|
|
|
|
By: |
/s/ Gareth Genner |
|
Name: |
Gareth Genner |
|
Title: |
Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
/s/
Gareth Genner |
|
Gareth Genner, Chief Executive Officer, Director |
|
Date: August 16, 2024 |
|
|
|
/s/ Alex
Valdes |
|
Alex Valdes, Principal Financial Officer, Principal
Accounting Officer |
|
Date: August 16, 2024 |
|
|
|
/s/ Andrew
Gowasack |
|
Andrew Gowasack, President, Director |
|
Date: August 16, 2024 |
|
|
|
/s/ Charles
Potts |
|
Charles Potts, Director |
|
Date: August 16, 2024 |
|
|
|
/s/ William
McClintock |
|
William McClintock, Director |
|
Date: August 16, 2024 |
|
|
|
/s/ Joshua
Allen |
|
Joshua Allen, Director |
|
Date: August 16, 2024 |
|
|
|
/s/ Kristin
Stafford |
|
Kristin Stafford, Director |
|
Date: August 16, 2024 |
|
|
|
/s/ Berta
Pappenheim |
|
Berta Pappenheim, Director |
|
Date: August 16, 2024 |
|
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in
this Pre-Effective Amendment No. 1 to the Registration Statement of T Stamp Inc. on Form S-3 of our report dated April 1, 2024,
which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of
the consolidated financial statements of T Stamp Inc. as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022
appearing in the Annual Report on Form 10-K of T Stamp Inc. for the year ended December 31, 2023. We also consent to the reference to
our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Marcum llp
Marcum llp
Marlton, New Jersey
August 16, 2024
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