SEC Form SC 13G filed by T Stamp Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☑ Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(a)         Includes 1,412,327 shares of Class A Common Stock, $0.01 par value per share, held by Bravo One Company, Inc. as Trustee for the Trust. Bravo One Company, Inc. is owned by Frank J. Hanna, III.

T Stamp Inc.

3017 Bolling Way NE, Floors 1 and 2

Atlanta, Georgia 30305                  

Sally R. Hanna

FSH Capital, LLC

Frank J. Hanna, III

Bravo One Company, Inc.

Bravo One Company, Inc. as Trustee for The Hummingbird Trust

Sally R. Hanna

Five Concourse Parkway, Suite 300

Atlanta, Georgia 30328

FSH Capital, LLC

3883 Howard Hughes Parkway, Suite 500

Las Vegas, Nevada 89169

Frank J. Hanna, III

Five Concourse Parkway, Suite 300

Atlanta, Georgia 30328

Bravo One Company, Inc.

3883 Howard Hughes Parkway, Suite 500

Las Vegas, Nevada 89169

Bravo One Company, Inc. as Trustee for The Hummingbird Trust

3883 Howard Hughes Parkway, Suite 500

Las Vegas, Nevada 89169

Sally R. Hanna – United States

FSH Capital, LLC – Nevada

Frank J. Hanna, III – United States

Bravo One Company, Inc. – Nevada

Bravo One Company, Inc. as Trustee for The Hummingbird Trust – Nevada

Class A Common Stock, $0.01 par value per share

873048300                  

(a) Amount beneficially owned:

Sally R. Hanna – 1,412,326

FSH Capital, LLC – 1,412,326

Frank J. Hanna, III – 1,412,327

Bravo One Company, Inc. – 1,412,327

Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 1,412,327

Includes (i) 1,412,326 shares of T Stamp Inc.’s (the “Company”) Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), held by FSH Capital, LLC and (ii) 1,412,327 shares of the Company’s Class A Common Stock held by Bravo One Company, Inc. as Trustee for The Hummingbird Trust (the “Trust”). Bravo One Company, Inc., which is owned by Frank J. Hanna, III, is the trustee for the Trust.

(b) Percent of class:

Sally R. Hanna – 5.8%

FSH Capital, LLC – 5.8%

Frank J. Hanna, III – 5.8%

Bravo One Company, Inc. – 5.8%

Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 5.8%

Based on 24,271,512 shares of the Company’s Class A Common Stock outstanding as of January 18, 2023, as reported in the Company’s Form 10-Q/A for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on January 19, 2023.

(c) Number of shares as to which such person has:

(i)         Sole power to vote or direct the vote:

Sally R. Hanna – 0

FSH Capital, LLC – 0

Frank J. Hanna, III – 0

Bravo One Company, Inc. – 0

Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 0

(ii)         Shared power to vote or direct the vote:

Sally R. Hanna – 1,412,326

FSH Capital, LLC – 1,412,326

Frank J. Hanna, III – 1,412,327

Bravo One Company, Inc. – 1,412,327

Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 1,412,327

(iii)         Sole power to dispose or to direct the disposition of:

Sally R. Hanna – 0

FSH Capital, LLC – 0

Frank J. Hanna, III – 0

Bravo One Company, Inc. – 0

Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 0

(iv)         Shared power to dispose or to direct the disposition of:

Sally R. Hanna – 1,412,326

FSH Capital, LLC – 1,412,326

Frank J. Hanna, III – 1,412,327

Bravo One Company, Inc. – 1,412,327

Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 1,412,327

Item 5.         Ownership of Five Percent or Less of a Class

If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [      ].

Item 6.         Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.         Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.         Identification and Classification of Members of the Group

Not applicable

Item 9.         Notice of Dissolution of Group

Not applicable

Item 10.         Certifications

Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit Index

Exhibit A         Joint Filing Agreement Pursuant to Rule 13d-1(k)