v3.26.1
Acquisition
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition Acquisition
On February 27, 2026, T Stamp Inc. completed the acquisition of one hundred percent (100%) of the issued and outstanding share capital of Lexverify Ltd., a private limited company incorporated in England and Wales (“Lexverify”) pursuant to a share purchase agreement dated February 27, 2026 by and among the Company and the shareholders of Lexverify. The Company believes this acquisition provides new expertise in the training and use of large language models as well as providing an additional access point to the UK market for the Company.
The aggregate purchase price for the acquisition (the “Purchase Price") on the acquisition date was $400,000 and is payable entirely in shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), totaling 157,508 Common Stock shares. The Purchase Price was structured in four tranches, consisting of: (i) an initial tranche equal to twenty-five percent (25%) of the Purchase Price (the “Completion Consideration”) to be issued on or within one business day following the Closing Date, and (ii) the remaining seventy-five percent (75%) of the Purchase Price (the “Deferred Consideration”) to be issued in three equal tranches on the dates that are 90, 180, and 270 days after the Closing Date, respectively, subject to the terms of the SPA.
On the Closing Date, the Company issued 39,377 shares of Common Stock to the Sellers in satisfaction of the Completion Consideration. In addition, on May 28, 2026, another issuance of 39,377 shares of Common stock were issued to the Sellers. As of August 12, 2026, the shares of Common Stock to satisfy the remaining Deferred Consideration remain to be issued by the Company to the stockholders of Lexverify.
We recognized the assets and liabilities for this acquisition based on our fair value estimates of their acquisition date. Based on the allocation of the fair value of the acquisition price, measurement period adjustments, and subject to any working capital adjustments, the amount of goodwill was estimated to be £166,362 or $224,530. Goodwill represents the excess of the acquisition price fair value over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, which is essentially the forward earnings potential of the acquired entities. Goodwill will not be amortized but will be tested at least annually for impairment. Lexverify is reported within the Company’s one operating segment.
The Company allocated the purchase price based on the fair value of the assets acquired and liabilities assumed at the Lexverify acquisition date as follows:
As of February 27, 2026
Cash$30,553 
Accounts receivable3,374 
Prepayments and other current assets100,277 
Property and equipment, net3,332 
Developed technology96,888 
Total identifiable assets acquired234,424 
Accounts payable and other current liabilities(58,249)
Total liabilities assumed(58,249)
Net identifiable assets acquired$176,175 
The results of operations of Lexverify have been included in the unaudited condensed consolidated financial statements of the Company as of February 27, 2026, the closing date of the acquisition. During the six months ended June 30, 2026, results of operations included $3,216 in Net revenue and $176,327 in Net loss. The Company is not providing supplemental pro forma disclosures for this acquisition as it does not materially contribute to the consolidated operations of the Company.