v3.26.1
Borrowings
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Borrowings Borrowings
Promissory Notes Payable
June 30, 2026December 31, 2025
Malta loan receipt 3 – June 3, 2022$523,499 $538,114 
Malta loan receipt 2 – August 10, 2021323,228 332,252 
Malta loan receipt 1 – February 9, 202166,358 68,211 
Interest added to principal184,219 140,375 
Total principal outstanding1,097,304 1,078,952 
Plus: accrued interest23,475 48,985 
Total promissory notes payable$1,120,779 $1,127,937 
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 June 30, 2026, the balance received was $913 thousand which includes changes in foreign currency rates.
The Company will pay an annual interest rate of 2% over the European Central Banks (ECB) base rate as set on the beginning of the year in review. If the ECB rate is below negative 1%, the interest rate shall be fixed at 1%. The Company will repay a minimum of 10% of Trust Stamp Malta’s pre-tax profits per annum capped at 15% of the amount due to the Corporation until the disbursed funds are repaid. At this time, Trust Stamp Malta does not have any revenue-generating contracts and therefore, we do not believe any amounts shall be classified as current. The Malta loan interest rate decreased from 5.15% for the six months ended June 30, 2025 to 4.15% for the six months ended June 30, 2026.
Secured Promissory Notes
June 30, 2026December 31, 2025
SentiLink loan agreement - November 13, 2024$— $3,000,000 
Interest added to principal — 56,384 
Total principal and interest outstanding— 3,056,384 
Plus: accrued interest— 12,657 
Less: payments — (3,069,041)
Total secured promissory note payable$— $— 
SentiLink Promissory Note 2024 — On November 13, 2024, the Company entered into a secured promissory note with SentiLink Corporation whereas the Company promised to pay to SentiLink Corp. the principal sum of $3.00 million. Interest expense accrued from the date of this promissory note on the unpaid principal amount at a rate equal to 14% per annum, computed as simple interest on the basis of a year of 365 days. On January 10, 2025 the Company repaid the secured promissory note in full totaling $3,069,041, including $69,041 of total interest expense.
June 30, 2026December 31, 2025
Streeterville Capital LLC loan agreement - July 1, 2025
$— $2,210,000 
Interest added to principal— 51,413 
Total principal and interest outstanding— 2,261,413 
Less: payments— (2,261,413)
Total secured promissory note payable$— $— 
Streeterville Promissory Note 2025 — On July 1, 2025, the Company received a loan from Streeterville Capital LLC pursuant to a Secured Promissory Note in the principal amount of $2.21 million. The purchase price of the note was $2,000,000 and carried an original issue discount of $200 thousand and legal fees incurred in connection with the purchase and sale of the note of $10 thousand. The note accrues interest at nine percent (9%) per annum and is due and payable on November 1, 2026. The Company may prepay all or a portion of the outstanding principal and interest of the note at any time. On October 1, 2025 the Company repaid the Secured Promissory Note in full totaling $2,261,413, including $51,413 of total interest expense. As of June 30, 2026, the Secured Promissory Note balance was $0.
June 30, 2026December 31, 2025
Streeterville Capital LLC loan agreement - June 25, 2026
$5,000,000 $— 
Fair value adjustment
— — 
Total principal outstanding
5,000,000 — 
Less: payments— — 
Total secured promissory note payable$5,000,000 — 
Streeterville Promissory Note 2026 — On June 25, 2026, the Company entered into a note purchase agreement with Streeterville Capital LLC, (the "Lender") pursuant to which the Company issued a secured promissory note to the investor in the principal amount of $5,510,000. The note carried an original issue discount of $500,000 and $10,000 for the Lender's
legal fees incurred in connection with the purchase and sale of the note. The note accrues interest at nine percent (9%) per annum. Beginning on June 25, 2027, the Lender can demand that 1/8th of the outstanding balance be repaid each month. All principal and interest on this note is due and payable on the maturity date, June 25, 2028.
The secured promissory note is accounted for under the fair value option pursuant to ASC 825 in lieu of bifurcation of embedded features. The promissory note is measured at fair value in its entirety at each reporting date, with changes in fair value recognized in earnings, except that any portion of the change in fair value attributable to changes in the Company's own instrument-specific credit risk is recognized in other comprehensive, if applicable. Any upfront fees paid in cash will be expensed as incurred, exclusive of the original issuance discount, which is embedded within the initial fair value.
The secured promissory note was issued at arm’s-length with no other transaction elements warranting accounting recognition, thus, cash proceeds received equal the fair value at inception. The Company did not perform a fair value remeasurement as of June 30, 2026 due to the limited passage of time and no known events or changes in circumstances that would materially affect the fair value between June 25, 2026 and June 30, 2026. As such, the secured promissory note balance was $5,000,000 as of June 30, 2026.
In connection with this transaction, the Company incurred $250,000 in financial advisory fees that was accrued as of June 30, 2026 and recorded to Other expense during the six months ended June 30, 2026.