T Stamp Inc-A 2024年度报告

FORM10-K xAnnual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year endedDecember 31, 2024 oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from ______________ to _____________Commission file number:001-41252 T Stamp Inc. (D/B/A Trust Stamp)(Exact name of registrant as specified in its charter) 81-3777260 (Address of registrant’s principal executive offices) (Zip code) Registrant’s telephone number, including area code (404)806-9906 Securities registered under Section 12(b) of the Act: Class A Common Stock, $0.01 par value per share Securities registered pursuant to Section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark whether the issuer (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesxNoo 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 emerginggrowth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox As of June30, 2024, the aggregate market value held by non-affiliates of the registrant, computed by reference to the price at which the registrant’s Class A CommonStock was last sold on the NASDAQ Stock Exchange on such date was $4,668,599(669,506 ata closing price per share of $6.97 on June30, 2024). As of March28,2025, there were2,487,052shares of Class A Common Stock, par value $0.01 per share, of the registrant outstanding. Documents Incorporated by Reference T STAMP INC. TABLE OF CONTENTS PagePART I4Item 1Business4Item 1ARisk Factors19Item 1B.Unresolved Staff Comments26Item 1CCybersecurity26Item 2Properties27Item 3Legal Proceedings27Item 4Mine Safety Disclosures27PART II28Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities28Item 6Reserved30Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations31Item 7AQuantitative and Qualitative Disclosures About Market Price47Item 8Financial Statements and Supplementary DataF-1Report of Independent Registered Public Accounting FirmF-2Consolidated Balance Sheets as of December 31, 2024 and 2023F-3Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023F-4Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023F-5Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023F-6Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023F-7Notes to Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023F-9Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosures43Item 9AControls and Procedures43Item 9BOther Information44Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections44PART III45Item 10Directors, Executive Officers, and Corporate Governance45Item 11Ex