Borrowings

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Borrowings

Borrowings

2.    Borrowings

Promissory Notes Payable

	September 30,		December 31,
	2024		2023
Malta loan receipt 3 – June 3, 2022	$	511,262	$	507,035
Malta loan receipt 2 – August 10, 2021		315,673		313,063
Malta loan receipt 1 – February 9, 2021		64,807		64,271
Interest added to principal		70,088		29,191
Total principal outstanding		961,830		913,560
Plus: accrued interest		45,383		40,317
Total promissory notes payable	$	1,007,213	$	953,877

In May 2020, the Company formed a subsidiary in the Republic of Malta, Trust Stamp Malta, with the intent to establish a research and development center with the assistance of potential grants and loans from the Maltese government. As part of the creation of this entity, we entered into an agreement with the government of Malta for a potentially repayable advance of up to €800 thousand or $858 thousand to assist in covering the costs of 75% of the first 24 months of payroll costs for any employee who begins 36 months from the execution of the agreement on July 8, 2020. On February 9, 2021 the Company began receiving funds and as of September 30, 2024, the balance received was $892 thousand which includes changes in foreign currency rates. The liability was paid in full on November 15, 2024.

The Company will pay an annual interest rate of 2% over the European Central Banks (ECB) base rate as set on the beginning of the year in review. If the ECB rate is below negative 1%, the interest rate shall be fixed at 1%. The Company will repay a minimum of 10% of Trust Stamp Malta’s pre-tax profits per annum capped at 15% of the amount due to the Corporation until the disbursed funds are repaid. At this time, Trust Stamp Malta does not have any revenue-generating contracts and therefore, we do not believe any amounts shall be classified as current. The Malta loan interest rate increased from 4.5% for the nine months ended September 30, 2023 to 6.5% for the nine months ended September 30, 2024 due to the increased interest rate noted by the ECB. The liability was paid in full on November 15, 2024.

Subordinated Business Loans

	September 30,		December 31,
		2024		2023
Agile loan agreement 1 - July 9, 2024	$	315,000	$	—
Agile loan agreement 2 - August 29,2024		530,000		—
Interest added to loan agreement 1 - July 9, 2024		54,450		—
Interest added to loan agreement 2 - August 29, 2024		33,314		—
Total principal and interest outstanding		932,764		—
Less: loan repayments		287,228		—
Total promissory notes payable	$	645,536	$	—

On July 9, 2024, the Company entered into a subordinated secured promissory note with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $454 thousand with the principal amount of $315 thousand and interest of $139 thousand. Commencing July 18, 2024, the Company is required to make weekly payments of $16 thousand until the due date, January 23, 2025. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $15 thousand was paid on the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated July 9, 2024, in the principal amount of $315 thousand which note is secured by all of the Borrower’s assets, including receivables.

On August 29, 2024, the Company entered into another subordinated secured promissory note with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $763 thousand with the principal amount of $530 thousand and interest of $233 thousand. Commencing September 6, 2024, the Company is required to

make weekly payments of $27 thousand until the due date, March 14, 2025. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $27 thousand was paid on the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated August 29, 2024, in the principal amount of $530 thousand which note is secured by all of the Borrower’s assets, including receivables.

2.    Borrowings

Promissory Notes Payable

	As of December 31,
	2023		2022
Malta loan receipt 3 – June 3, 2022	$	507,035	$	62,365
Malta loan receipt 2 – August 10, 2021		313,063		303,778
Malta loan receipt 1 – February 9, 2021		64,271		491,996
Interest added to principal		29,191		11,551
Total principal outstanding		913,560		869,690
Plus: accrued interest		40,317		16,775
Total promissory notes payable	$	953,877	$	886,465

In May 2020, the Company formed a subsidiary in the Republic of Malta, Trust Stamp Malta Limited, with the intent to establish a research and development center with the assistance of potential grants and loans from the Maltese government. As part of the creation of this entity, we entered into an agreement with the government of Malta for a potentially repayable advance of up to €800 thousand or $858 thousand to assist in covering the costs of 75% of the first 24 months of payroll costs for any employee who begins 36 months from the execution of the agreement on July 8, 2020. On February 9, 2021, the Company began receiving funds and as of December 31, 2023, the balance received was $884 thousand which includes changes in foreign currency rates.

The Company will pay an annual interest rate of 2% over the European Central Banks (ECB) base rate as set on the beginning of the year in review. If the ECB rate is below negative 1%, the interest rate shall be fixed at 1%. The Company will repay a minimum of 10% of Trust Stamp Malta Limited’s pre - tax profits per annum capped at 15% of the amount due to the Corporation until the disbursed funds are repaid. At this time, Trust Stamp Malta Limited does not have any revenue - generating contracts and therefore, we do not believe any amounts shall be classified as current. The Malta loan interest rate increased from 2.5% for the year ended December 31, 2022 to 4.5% for the year ended December 31, 2023.