UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-U

Current Report Pursuant to Regulation A

Date of Report (Date of earliest event reported): August 18, 2021

T Stamp Inc. (D/B/A Trust Stamp)

(Exact name of registrant as specified in its charter)

3017 Bolling Way NE, Floors 1 and 2,

Atlanta, Georgia, 30305, USA 

(Mailing Address of principal executive offices)

(404) 806-9906

Issuer’s telephone number, including area code 

Outstanding securities qualified pursuant to Regulation A:

(a) Five-for-one forward stock split:

The Board of Directors of T Stamp Inc. (“Trust Stamp” or the “Company”) approved a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation increasing the number of authorized shares of Common Stock from 7,500,000 to 37,500,000 and effecting a five-for-one forward split of the Company’s outstanding shares of Common Stock. Approval of the Company’s holders of Common Stock was sought and obtained for this forward stock split and Certificate of Amendment. The forward split will be effective as of the close of business on August 18, 2021. As a result of the forward stock split, each share of the Company’s Common Stock outstanding on such date will be split into five shares of the Company’s Common Stock without any action required on the part of the stockholders.

Trading of the Common Stock of the Company reflecting the forward stock split will be allowed to commence on August 23, 2021. For a period of 20 days beginning on August 23, 2021, the Company’s trading symbol for OTC trades will be IDAID. After the 20 day period, the trading symbol will return to IDAI.

EXHIBITS

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 2.3

CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

T Stamp Inc.

T Stamp Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:

“The total number of shares of all classes of stock that the Corporation has authority to issue is 39,500,000, consisting of (a) 37,500,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and (b) 2,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”). At the initial date and time of the effectiveness of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Effective Time”), each share of the Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time shall split into five (5) shares of Common Stock (the “Stock Split”). The Stock Split shall occur automatically without any further action by the holders of the shares of the Common Stock affected thereby.”

The remainder of Article V remains as it exists in the Restated Certificate.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Gareth Genner, its Chief Executive Officer and Chairman, on July 15, 2021.