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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SEALSQ Corp
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| August 4, 2025 |
SEALSQ Receives Final Approval from the French Ministry of the Economy, Finance and Industrial and Digital Sovereignty and Completes Acquisition of IC’ALPS Geneva, Switzerland, August 4, 2025 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI, and Post-Quantum technology hardware and software products, and its parent company, |
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| July 15, 2025 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2025, between SEALSQ Corp. |
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| July 15, 2025 |
CLASS B ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP CLASS B ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP Exercise Price: $4.60 Warrant Shares: Initial Exercise Date: July 15, 2025 THIS CLASS B ORDINARY SHARES PURCHASE WARRANT (this “Warrant”) certifies that, for value received, , or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchas |
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| July 15, 2025 |
SEALSQ Announces Pricing of $60.0 Million Registered Direct Offering SEALSQ Announces Pricing of $60.0 Million Registered Direct Offering Offering to be led by Heights Capital Management, Inc., and will consist of ordinary shares sold at $4.00 per share, accompanied by warrants with an exercise price of $4.60. Geneva, Switzerland, July 14, 2025 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI |
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| July 15, 2025 |
[The remainder of this page has been intentionally left blank.] July 14, 2025 Mr. Carlos Moreira Chief Executive Officer SEALSQ Corp. Avenue Louis-Casaï 58 1216 Cointrin, Switzerland, Dear Mr. Moreira This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and SEALSQ Corp., a British Virgin Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| July 15, 2025 |
CLASS A ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP CLASS A ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP Exercise Price: $4.60 Warrant Shares: Initial Exercise Date: July 15, 2025 THIS CLASS A ORDINARY SHARES PURCHASE WARRANT (this “Warrant”) certifies that, for value received, , or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchas |
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| July 15, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration Number 333-286098 PROSPECTUS SUPPLEMENT (To Prospectus dated April 2, 2025) 15,000,000 Ordinary Shares Class A Warrants to purchase up to 15,000,000 Ordinary Shares 15,000,000 Ordinary Shares issuable upon exercise of the Class A Warrants Class B Warrants to purchase up to 15,000,000 Ordinary Shares 15,000,000 Ordinary Shares issuable upon exercise of the Class B Warrants of SEALSQ Corp We are offering in a registered direct offering to certain investors (the “Investors”) (i) 15,000,000 Ordinary Shares, par value US$0. |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| July 3, 2025 |
SEALSQ Corp Announces H1 2025 Preliminary Revenue and Other Key Financial Metrics: Updates on Planned Deployment of Post-Quantum Security Solutions by 2025 Year-End Announces FY 2025 revenue guidance of between $16. |
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| June 17, 2025 |
EX-99.1 2 e664645ex99-1.htm SEALSQ Invests $10 Million in WISeSat.Space, at $115 Million Pre-Money Valuation, to Accelerate Planned Satellite Constellation Deployment, Space-Based Quantum Key Distribution (QKD) Communications, and Decentralized IoT Transactions Geneva, Switzerland, June 17, 2025 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of June 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| May 27, 2025 |
SHARE SALE AND PURCHASE AGREEMENT Between DOLIAM SAS JEAN-LUC TRIOULEYRE LUCILLE ENGELS (Sellers) And SEAL SQ CORP (Buyer) DATED May 26, 2025 TABLE OF CONTENTS 1. |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| May 27, 2025 |
SEALSQ CORP Announces Signature of Share Purchase Agreement to Acquire 100% of IC'ALPS SEALSQ CORP Announces Signature of Share Purchase Agreement to Acquire 100% of IC'ALPS Geneva, Switzerland – May 27, 2025 – SEALSQ Corp (NASDAQ: LAES) (“SEALSQ”), a leading developer and provider of Semiconductors, PKI, and Post-Quantum technology hardware and software solutions, today announced the signing of a Share Purchase Agreement (“SPA”) with the shareholders of IC’ALPS SAS (the “Sellers”)1, an Application-Specific Integrated Circuit (“ASIC”) design and supply specialist based in Grenoble, France (“IC’ALPS”), for the acquisition of 100% of the share capital and voting rights of IC’ALPS (“the Acquisition”). |
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| May 22, 2025 |
SEALSQ Updates on the Negotiations to Acquire 100% of IC'ALPS SEALSQ Updates on the Negotiations to Acquire 100% of IC'ALPS Geneva, Switzerland, May 22, 2025 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI, and Post-Quantum technology hardware and software products, today shares an update on the exclusive negotiations entered to acquire 100% of the share capital and voting rights of IC’ALPS SAS (“IC’ALPS”), an Application-Specific Integrated Circuit (“ASIC”) design and supply specialist based in Grenoble, France (“the Acquisition”). |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| May 20, 2025 |
EX-99.1 2 e664532ex99-1.htm SEALSQ Announces Results of Its 2025 Annual General Meeting (“AGM”) of Shareholders Held on May 19, 2025 Geneva, Switzerland, May 19, 2025 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI, and Post-Quantum technology hardware and software products, today announced results of its 2025 Annual Genera |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| May 19, 2025 |
SEALSQ Corp Up to $100,000,000 of Ordinary Shares Filed Pursuant to Rule 424(b)(5) Registration Number 333-286098 PROSPECTUS SUPPLEMENT (To Prospectus dated April 2, 2025) SEALSQ Corp Up to $100,000,000 of Ordinary Shares We have entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| May 19, 2025 |
SEALSQ Corp Ordinary Shares (par value $0.01 per share) Controlled Equity OfferingSM Sales Agreement Execution Version SEALSQ Corp Ordinary Shares (par value $0.01 per share) Controlled Equity OfferingSM Sales Agreement May 19, 2025 Cantor Fitzgerald & Co. 110 East 59th Street, 6th Floor New York, NY 10022 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: SEALSQ Corp, a company incorporated under the laws of the British Virgin Islands (the “Company”), confirms i |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| May 14, 2025 |
SEALSQ to Invest $10 Million in WISeSat.Space to Accelerate Satellite Constellation Deployment, Space-Based Quantum Key Distribution (QKD) Communications, and Decentralized IoT Transactions QKD capability offers scalable, recurring "Satellite-as-a-Service" revenue for SEALSQ. Geneva, Switzerland, May 14, 2025 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developin |
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| May 9, 2025 |
EXHIBIT 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, pa |
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| May 9, 2025 |
As filed with the Securities and Exchange Commission on May 9, 2025 Registration No. |
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| May 6, 2025 |
SEALSQ Announces Pricing of $20.0 Million Registered Direct Offering SEALSQ Announces Pricing of $20.0 Million Registered Direct Offering Geneva, Switzerland, May 5, 2025 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced that it has entered into a securities purchase agreement with several institutional investors to pu |
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| May 6, 2025 |
[The remainder of this page has been intentionally left blank.] May 5, 2025 Mr. Carlos Moreira Chief Executive Officer SEALSQ Corp. Avenue Louis-Casaï 58 1216 Cointrin, Switzerland, Dear Mr. Moreira This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and SEALSQ Corp., a British Virgin Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the C |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| May 6, 2025 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 5, 2025, between SEALSQ Corp. |
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| May 6, 2025 |
10,000,000 Ordinary Shares SEALSQ Corp Filed Pursuant to Rule 424(b)(5) Registration Number 333-286098 PROSPECTUS SUPPLEMENT (To Prospectus dated April 2, 2025) 10,000,000 Ordinary Shares of SEALSQ Corp We are offering in a registered direct offering to certain existing investors (the “Investors”) 10,000,000 Ordinary Shares, par value US$0. |
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| May 1, 2025 |
SEALSQ CORP (“Company”) (Incorporated in the British Virgin Islands) Avenue Louis-Casaï 58 1216 Cointrin, Switzerland (Address of principal executive offices) NOTICE OF THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS April 10, 2025 NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Meeting”) of the shareholders of the Company will be held on May 19, 2025, at 09:00 a. |
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| May 1, 2025 |
SEALSQ Announces Agenda of its 2025 Annual General Meeting of Shareholders SEALSQ Announces Agenda of its 2025 Annual General Meeting of Shareholders Geneva, Switzerland – April 30, 2025: SEALSQ Corp (“SEALSQ” or “the Company”) (NASDAQ: LAES), a company that focuses on developing and selling Semiconductors, PKI, and Post-Quantum technology hardware and software products, is pleased to announce that its 2025 Annual General Meeting (“AGM”) of Shareholders will be held on May 19, 2025, at 09:00 a. |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of April 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| April 9, 2025 |
SEALSQ Appoints COO to Spearhead Its North American Operations and Accelerate Growth in Semiconductor and Quantum-Resistant Security Technologies Geneva, Switzerland, April 8, 2025 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI, and Post-Quantum technology hardware and software products, announced today the appointment of Loïc Hamon as its Chief Operating Officer (COO), as part of the Company’s strategic expansion in the North American market, effective immediately. |
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| March 31, 2025 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Contrin Switzerland 1216 March 31, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| March 25, 2025 |
As filed with the U.S. Securities and Exchange Commission on March 25, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporation or organization) 3674 (Primary Standa |
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| March 25, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of March 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| March 24, 2025 |
SEALSQ, a WISeKey Affiliate, and WeCanGroup Sign Strategic Agreement for SEALSQ to Acquire a 30% Stake in WeCanGroup Geneva, Switzerland, March 24, 2025 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a subsidiary of WISeKey, and WeCanGroup SA have entered into a strategic agreement under which SEALSQ will acquire a 30% equity stake in WeCanGroup. |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of March 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| March 21, 2025 |
SEALSQ Announces FY 2024 Audited Financial Results and Strategic Growth Plan for 2025 Schedules Conference Call and Webcast for Monday, March 24 at 10:00 am ET (3:00 pm CET) • Ends the year with a strong cash position of approximately $85 million • FY 2024 $11 million revenue reflects the industry-wide transition from traditional semiconductors to next-generation Quantum Resistant chips • Expects a return to growth in FY 2025 • Continues R&D investments with $7. |
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| March 20, 2025 |
SEALSQ CORP. Avenue Louis-Casaï 58 1216 Cointrin, Switzerland SEALSQ CORP. Avenue Louis-Casaï 58 1216 Cointrin, Switzerland December 30, 2024 To the Holders of the July 2023, January 2024 and January 2024 Ordinary Share Purchase Warrants Re: Inducement Offer to Exercise Existing Ordinary Share Purchase Warrants Dear Holder: SEALSQ Corp. (the “Company”) is pleased to offer to you the opportunity to exercise (i) the July 2023 warrants (the “First Tranche Warra |
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| March 20, 2025 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John O’Hara, certify that: 1. |
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| March 20, 2025 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Carlos Moreira, certify that: 1. |
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| March 20, 2025 |
SEALSQ CORP ORDINARY SHARE OPTION PLAN Assumed by SEALSQ Corp on 15 September 2023 TABLE OF CONTENTS SEALSQ CORP ORDINARY SHARE OPTION PLAN Assumed by SEALSQ Corp on 15 September 2023 TABLE OF CONTENTS INTRODUCTION 3 THE ORDINARY PLAN 3 A. |
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| March 20, 2025 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2024 SEALSQ Corp ("SEALSQ," "we," "us," and "our") had the following series of securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbols Name of each exchange and on which registered Ordinary Shares, par value USD 0.01 per share LAES The Nasdaq Sto |
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| March 20, 2025 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 12, 2024, between SEALSQ Corp. |
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| March 20, 2025 |
Consent of Independent Registered Public Accounting Firm Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. |
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| March 20, 2025 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2024, between SEALSQ Corp. |
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| March 20, 2025 |
Consent of Independent Registered Public Accounting Firm Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. |
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| March 20, 2025 |
SEALSQ Corp Insider Trading Policy As of March 10, 2025 Table of Contents 1. Introduction 3 2. Definitions 3 3. Scope 4 4. Trading restrictions 5 5. Blackout Periods 6 6. Rule 10B5-1 Plans 7 7. Prohibited Transactions 8 8. Post-Termination Transactions 8 9. Penalties for Violations 8 10. Contact Details 9 ACKNOWLEDGMENT AND CERTIFICATION 10 Annex A. 11 Page 2 of 12 1. Introduction This document se |
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| March 20, 2025 |
CERTIFICATION PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the annual report of SEALSQ Corp (the “Company”) on Form 20-F for the period ending December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), for the pu |
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| March 20, 2025 |
CERTIFICATION PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the annual report of SEALSQ Corp (the “Company”) on Form 20-F for the period ending December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), for the pu |
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| March 20, 2025 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2024, between SEALSQ Corp. |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 or ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E |
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| March 19, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary Shares, par value $0. |
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| March 19, 2025 |
As filed with the U.S. Securities and Exchange Commission on March 19, 2025 Registration No. 333-285430 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporati |
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| February 28, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary Shares, par value $0. |
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| February 28, 2025 |
As filed with the U.S. Securities and Exchange Commission on February 28, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporation or organization) 3674 (Primary Sta |
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| February 27, 2025 |
SEALSQ Enters Into Exclusive Negotiations to Acquire 100% of IC'ALPS SEALSQ Enters Into Exclusive Negotiations to Acquire 100% of IC'ALPS Geneva, Switzerland – February 27, 2025 – SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a leading developer and provider of Semiconductors, PKI, and Post-Quantum technology hardware and software solutions, today announced that it has entered into exclusive negotiations with the shareholders of IC’ALPS SAS (“IC’ALPS”), an ASIC design and supply specialist based in Grenoble, France, to acquire 100% of the share capital and voting rights of IC’ALPS. |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of February 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| February 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: February 3, 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| February 3, 2025 |
SEALSQ Announces FY 2024 Preliminary Unaudited Key Operational and Financial Metrics $93 Million Pipeline Over the Next Three Years Supports Long-Term Growth Geneva, Switzerland – February 3, 2025: SEALSQ Corp ("SEALSQ" or "Company") (NASDAQ: LAES), a leader in the development and sales of semiconductors, PKI, and post-quantum technology hardware and software products, today announced full-year (FY) 2024 key operational and financial metrics(all financial data are preliminary and unaudited). |
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| January 2, 2025 |
4,469,382 Ordinary Shares SEALSQ Corp Filed Pursuant to Rule 424(b)(5) Registration Number 333-283358 PROSPECTUS SUPPLEMENT (To Prospectus dated November 27, 2024) 4,469,382 Ordinary Shares of SEALSQ Corp We are offering an aggregate of 4,469,382 Ordinary Shares, par value US$0. |
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| January 2, 2025 |
The date of this Prospectus Supplement is January 2, 2025. Filed Pursuant to Rule 424(b)(3) Registration No. 333-278685 PROSPECTUS SUPPLEMENT NO. 7 (TO PROSPECTUS DATED SEPTEMBER 24, 2024) This prospectus supplement updates and supplements the prospectus dated September 24, 2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-278685). This prospectus supplement is being filed to update and supplement the informati |
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| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of January 2025 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| December 31, 2024 |
The date of this Prospectus Supplement is December 31, 2024. Filed Pursuant to Rule 424(b)(3) Registration No. 333-278685 PROSPECTUS SUPPLEMENT NO. 6 (TO PROSPECTUS DATED SEPTEMBER 24, 2024) This prospectus supplement updates and supplements the prospectus dated September 24, 2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-278685). This prospectus supplement is being filed to update and supplement the informati |
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| December 30, 2024 |
SEALSQ Announces Strong Year End Financial Position SEALSQ Announces Strong Year End Financial Position Geneva, Switzerland, Dec. 30, 2024 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced it expects to end the year with a strong balance sheet and a cash position which is projected to be in excess of $ |
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| December 30, 2024 |
SEALSQ CORP. Avenue Louis-Casaï 58 1216 Cointrin, Switzerland SEALSQ CORP. Avenue Louis-Casaï 58 1216 Cointrin, Switzerland December 30, 2024 To the Holders of the July 2023, January 2024 and January 2024 Ordinary Share Purchase Warrants Re: Inducement Offer to Exercise Existing Ordinary Share Purchase Warrants Dear Holder: SEALSQ Corp. (the “Company”) is pleased to offer to you the opportunity to exercise (i) the July 2023 warrants (the “First Tranche Warra |
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| December 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of December 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of December 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| December 26, 2024 |
SEALSQ Regains Compliance with Nasdaq’s Minimum Bid Price Requirement SEALSQ Regains Compliance with Nasdaq’s Minimum Bid Price Requirement Geneva, Switzerland - December 26, 2024 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI, and Post-Quantum technology hardware and software products, today announced that it received formal written confirmation from The Nasdaq Stock Market, LLC (“Nasdaq”) confirming that the Company has regained compliance with Nasdaq’s minimum bid price requirement. |
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| December 19, 2024 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2024, between SEALSQ Corp. |
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| December 19, 2024 |
The date of this Prospectus Supplement is December 19, 2024. Filed Pursuant to Rule 424(b)(3) Registration No. 333-278685 PROSPECTUS SUPPLEMENT NO. 5 (TO PROSPECTUS DATED SEPTEMBER 24, 2024) This prospectus supplement updates and supplements the prospectus dated September 24, 2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-278685). This prospectus supplement is being filed to update and supplement the informati |
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| December 19, 2024 |
SEALSQ Announces Pricing of $25.0 Million Registered Direct Offering SEALSQ Announces Pricing of $25.0 Million Registered Direct Offering Geneva, Switzerland, Dec. 17, 2024 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced that it has entered into a securities purchase agreement with several institutional investors to |
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| December 19, 2024 |
13,157,896 Ordinary Shares SEALSQ Corp Filed Pursuant to Rule 424(b)(5) Registration Number 333-283358 PROSPECTUS SUPPLEMENT (To Prospectus dated November 27, 2024) 13,157,896 Ordinary Shares of SEALSQ Corp We are offering in a registered direct offering to certain existing investors (the “Investors”) 13,157,896 Ordinary Shares, par value US$0. |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of December 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| December 19, 2024 |
[The remainder of this page has been intentionally left blank.] December 17, 2024 Mr. Carlos Moreira Chief Executive Officer SEALSQ Corp. Avenue Louis-Casaï 58 1216 Cointrin, Switzerland, Dear Mr. Moreira This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and SEALSQ Corp., a British Virgin Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for |
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| December 17, 2024 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2024, between SEALSQ Corp. |
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| December 17, 2024 |
The date of this Prospectus Supplement is December 17, 2024. Filed Pursuant to Rule 424(b)(3) Registration No. 333-278685 PROSPECTUS SUPPLEMENT NO. 4 (TO PROSPECTUS DATED SEPTEMBER 24, 2024) This prospectus supplement updates and supplements the prospectus dated September 24, 2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-278685). This prospectus supplement is being filed to update and supplement the informati |
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| December 17, 2024 |
13,157,896 Ordinary Shares SEALSQ Corp Filed Pursuant to Rule 424(b)(5) Registration Number 333-283358 PROSPECTUS SUPPLEMENT (To Prospectus dated November 27, 2024) 13,157,896 Ordinary Shares of SEALSQ Corp We are offering in a registered direct offering to certain existing investors (the “Investors”) 13,157,896 Ordinary Shares, par value US$0. |
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| December 17, 2024 |
SEALSQ Announces Pricing of $25.0 Million Registered Direct Offering Priced Above Market Under NASDAQ Rules Geneva, Switzerland, Dec. 16, 2024 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced that it has entered into a securities purchase agreement w |
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| December 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of December 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| December 17, 2024 |
[The remainder of this page has been intentionally left blank.] December 16, 2024 Mr. Carlos Moreira Chief Executive Officer SEALSQ Corp. Avenue Louis-Casaï 58 1216 Cointrin, Switzerland, Dear Mr. Moreira This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and SEALSQ Corp., a British Virgin Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for |
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| December 16, 2024 |
7,692,308 Ordinary Shares SEALSQ Corp Filed Pursuant to Rule 424(b)(5) Registration Number 333-283358 PROSPECTUS SUPPLEMENT (To Prospectus dated November 27, 2024) 7,692,308 Ordinary Shares of SEALSQ Corp We are offering in a registered direct offering to certain existing investors (the “Investors”) 7,692,308 Ordinary Shares, par value US$0. |
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| December 16, 2024 |
SEALSQ Announces Pricing of $10.0 Million Registered Direct Offering Priced Above Market Under NASDAQ Rules Geneva, Switzerland, Dec. 12, 2024 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced that it has entered into a securities purchase agreement w |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of December 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| December 16, 2024 |
[The remainder of this page has been intentionally left blank.] December 12, 2024 Mr. Carlos Moreira Chief Executive Officer SEALSQ Corp. Avenue Louis-Casaï 58 1216 Cointrin, Switzerland, Dear Mr. Moreira This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and SEALSQ Corp., a British Virgin Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for |
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| December 16, 2024 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 12, 2024, between SEALSQ Corp. |
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| December 16, 2024 |
The date of this Prospectus Supplement is December 16, 2024. Filed Pursuant to Rule 424(b)(3) Registration No. 333-278685 PROSPECTUS SUPPLEMENT NO. 3 (TO PROSPECTUS DATED SEPTEMBER 24, 2024) This prospectus supplement updates and supplements the prospectus dated September 24, 2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-278685). This prospectus supplement is being filed to update and supplement the informati |
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| November 25, 2024 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Contrin Switzerland 1216 November 25, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| November 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary Shares, par value $0. |
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| November 20, 2024 |
As filed with the U.S. Securities and Exchange Commission on November 20, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporation or organization) 3674 (Primary Sta |
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| November 19, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278685 PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED SEPTEMBER 24, 2024) This prospectus supplement updates and supplements the prospectus dated September 24, 2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-278685). This prospectus supplement is being filed to update and supplement the informati |
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| November 19, 2024 |
SEALSQ Updates on Minimum Bid Price Non-Compliance SEALSQ Updates on Minimum Bid Price Non-Compliance Geneva, Switzerland – November 19, 2024: SEALSQ Corp ("SEALSQ" or "Company") (NASDAQ: LAES), a leader in developing and selling semiconductors, PKI, and post-quantum technology hardware and software products, today provided an update on its strategy to address its noncompliance with the minimum bid price requirement in order to maintain its listing on the Nasdaq. |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of September 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| September 25, 2024 |
Condensed Consolidated Financial Statements of SEALSQ Corp As at June 30, 2024 Condensed Consolidated Financial Statements of SEALSQ Corp (unaudited) As at June 30, 2024 1. |
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| September 25, 2024 |
2024 Half Year Report SEALSQ Corp Half Year Report January – June 2024 2 Contents 1. |
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| September 25, 2024 |
SEALSQ Announces Unaudited First Half 2024 Financial Results and Updates on Strategic Business Initiatives Schedules Conference Call and Webcast for Thursday, September 26 at 9:00 am ET (3:00 pm CET) · Strategic initiatives include launch of Quantum-Resistant Secure Chips and partnerships to establish several OSAT Chip Design and Customization Centers. |
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| September 25, 2024 |
The date of this Prospectus Supplement is September 25, 2024. Filed Pursuant to Rule 424(b)(3) Registration No. 333-278685 PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED SEPTEMBER 24, 2024) This prospectus supplement updates and supplements the prospectus dated September 24, 2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-278685). This prospectus supplement is being filed to update and supplement the informati |
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| September 24, 2024 |
40,000,000 Ordinary Shares SEALSQ Corp Filed Pursuant to Rule 424(b)(3) Registration No. 333-278685 40,000,000 Ordinary Shares of SEALSQ Corp This prospectus relates to the resale, from time to time, by the selling shareholders named herein (the “Selling Shareholders”) of an aggregate of up to 40,000,000 of our Ordinary Shares, US$0.01 par value per Ordinary Share (the “Ordinary Shares”), reserved for issuance (i) upon the conversion o |
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| September 24, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 24, 2024 Registration No. 333-276877 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 5 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorpo |
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| September 20, 2024 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Contrin Switzerland 1216 September 20, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| September 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees To Be Paid Equity Ordinary Shares issuable upon conversion of Notes 457(c) 37,080,000 (3) $1. |
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| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-278685 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 4 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorpor |
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| September 12, 2024 |
Exhibit 21.1 Subsidiaries of SEAL Corp The following is a list of companies that form part of the SEAL group as of the date of the prospectus: Group Company Name Country of incorporation Year of incorporation Share Capital % ownership Nature of business SEAL Corp. British Virgin Islands 2022 USD 300,000 n/a Investment and Holding Company SEALSQ France SAS (Formerly WISeKey Semiconductors SAS) Fran |
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| August 23, 2024 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Cointrin Switzerland DRAFT - August 23, 2024 Mr. |
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| August 23, 2024 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Cointrin Switzerland DRAFT - August 23, 2024 Mr. |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| July 31, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees To Be Paid Equity Ordinary Shares issuable upon conversion of Notes 457(c) 37,080,000 (3) $1. |
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| July 31, 2024 |
As filed with the U.S. Securities and Exchange Commission on July 31, 2024 Registration No. 333-278685 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 3 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporation |
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| July 31, 2024 |
Exhibit 21.1 Subsidiaries of SEAL Corp The following is a list of companies that form part of the SEAL group as of the date of the prospectus: Group Company Name Country of incorporation Year of incorporation Share Capital % ownership Nature of business SEAL Corp. British Virgin Islands 2022 USD 300,000 n/a Investment and Holding Company SEALSQ France SAS (Formerly WISeKey Semiconductors SAS Franc |
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| July 31, 2024 |
Exhibit 21.1 Subsidiaries of SEAL Corp The following is a list of companies that form part of the SEAL group as of the date of the prospectus: Group Company Name Country of incorporation Year of incorporation Share Capital % ownership Nature of business SEAL Corp. British Virgin Islands 2022 USD 300,000 n/a Investment and Holding Company SEALSQ France SAS (Formerly WISeKey Semiconductors SAS) Fran |
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| July 31, 2024 |
As filed with the U.S. Securities and Exchange Commission on July 31, 2024 Registration No. 333-276877 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 4 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporatio |
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| July 31, 2024 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Cointrin Switzerland July 31, 2024 Mr. Bradley Ecker Mr. Evan Ewing Division of Corporation Finance Office of Manufacturing 100 F Street, N. E. Washington, D.C. 20549 Re: SEALSQ Corp Pre-Effective Amendment No. 2 to Registration Statement on Form F-1 Submitted July 2, 2024 (File No. 333-278685) CIK No. 0001951222 Dear Mr. Ecker and Mr. Ewing: This letter responds |
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| July 31, 2024 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Cointrin Switzerland July 31, 2024 Mr. Bradley Ecker Mr. Evan Ewing Division of Corporation Finance Office of Manufacturing 100 F Street, N. E. Washington, D.C. 20549 Re: SEALSQ Corp Post-Effective Amendment No. 3 to Registration Statement on Form F-1 Submitted July 2, 2024 (File No. 333-276877) CIK No. 0001951222 Dear Mr. Ecker and Mr. Ewing: This letter responds |
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| July 25, 2024 |
SEALSQ Updates on 2024 Strategic Initiatives and Major Milestones Strategic Initiatives Include the Launch of Quantum-Resistant Secure Chips and Partnerships to Establish Chip Design and Customization Centers Despite Temporarily Slowdown in H1 2024, Expects a Stronger H2 and Return to Growth in 2025 Geneva, Switzerland – July 25, 2024: SEALSQ Corp ("SEALSQ" or "Company") (NASDAQ: LAES), a leader in developing and selling semiconductors, PKI, and post-quantum technology hardware and software products, announces significant progress made on strategic initiatives in the first half of 2024. |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: July 25, 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| July 12, 2024 |
SEALSQ Provides Business Update and Announces Key Preliminary Financial Metrics for H1 2024 As Expected, Preliminary Unaudited H1 2024 Revenue Reflects Transition Period; the Company Anticipates a Stronger H2 2024 and a Return to Growth in 2025 Strong Cash Position of $19 Million and Robust New Business Pipeline of $71 Million at June 30, 2024, Combined with the Development of Post-Quantum Solutio |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K/A (Amendment No. |
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| July 5, 2024 |
WISeKey Announces the Establishment of SEALCOIN AG Subsidiary Special Purpose Vehicle to House Operations of the Revolutionary SEALCOIN Project Zug, Switzerland, July 2, 2024 – WISeKey International Holding Ltd. |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: July 5, 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| July 2, 2024 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Cointrin Switzerland July 2, 2024 Mr. Bradley Ecker Mr. Evan Ewing Division of Corporation Finance Office of Manufacturing 100 F Street, N. E. Washington, D.C. 20549 Re: SEALSQ Corp Post-Effective Amendment No. 2 to Form F-1 Submitted on May 17, 2024 (File No. 333-276877) CIK No. 0001951222 Dear Mr. Ecker and Mr. Ewing: This letter responds to the letter dated Jun |
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| July 2, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees To Be Paid Equity Ordinary Shares issuable upon conversion of Notes 457(c) 37,080,000 (3) $1. |
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| July 2, 2024 |
As filed with the U.S. Securities and Exchange Commission on July 2, 2024 Registration No. 333-278685 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 2 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporation |
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| July 2, 2024 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Cointrin Switzerland July 2, 2024 Mr. Bradley Ecker Mr. Evan Ewing Division of Corporation Finance Office of Manufacturing 100 F Street, N. E. Washington, D.C. 20549 Re: SEALSQ Corp Pre-Effective Amendment No. 1 to Registration Statement on Form F-1 Submitted May 17, 2024 (File No. 333-278685) CIK No. 0001951222 Dear Mr. Ecker and Mr. Ewing: This letter responds t |
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| July 2, 2024 |
Exhibit 21.1 Subsidiaries of SEAL Corp The following is a list of companies that form part of the SEAL group as of the date of the prospectus: Group Company Name Country of incorporation Year of incorporation Share Capital % ownership Nature of business SEAL Corp. British Virgin Islands 2022 USD 300,000 n/a Investment and Holding Company SEALSQ France SAS (Formerly WISeKey Semiconductors SAS) Fran |
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| July 2, 2024 |
Exhibit 21.1 Subsidiaries of SEAL Corp The following is a list of companies that form part of the SEAL group as of the date of the prospectus: Group Company Name Country of incorporation Year of incorporation Share Capital % ownership Nature of business SEAL Corp. British Virgin Islands 2022 USD 300,000 n/a Investment and Holding Company SEALSQ France SAS (Formerly WISeKey Semiconductors SAS Franc |
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| July 2, 2024 |
As filed with the U.S. Securities and Exchange Commission on July 2, 2024 Registration No. 333-276877 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 3 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporation |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: For the month of July 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: June 14, 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| May 17, 2024 |
As filed with the U.S. Securities and Exchange Commission on May 17, 2024 Registration No. 333-276877 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporation |
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| May 17, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees To Be Paid Equity Ordinary Shares issuable upon conversion of Notes 457(c) 37,080,000 (3) $1. |
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| May 17, 2024 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Cointrin Switzerland May 17, 2024 Mr. Bradley Ecker Mr. Evan Ewing Division of Corporation Finance Office of Manufacturing 100 F Street, N. E. Washington, D.C. 20549 Re: SEALSQ Corp Registration Statement on Form F-1 Submitted April 15, 2024 (File No. 333-278685) CIK No. 0001951222 Dear Mr. Ecker and Mr. Ewing: This letter responds to the letter dated April 29, 20 |
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| May 17, 2024 |
Exhibit 21.1 Subsidiaries of SEAL Corp The following is a list of companies that form part of the SEAL group as of the date of the prospectus: Group Company Name Country of incorporation Year of incorporation Share Capital % ownership Nature of business SEAL Corp. British Virgin Islands 2022 USD 300,000 n/a Investment and Holding Company WISeKey Semiconductors SAS France 2010 EUR 1,473,162 100.0% |
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| May 17, 2024 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Cointrin Switzerland May 17, 2024 Mr. Bradley Ecker Mr. Evan Ewing Division of Corporation Finance Office of Manufacturing 100 F Street, N. E. Washington, D.C. 20549 Re: SEALSQ Corp Post-Effective Amendment No. 1 to Form F-1 Submitted on March 29, 2024 (File No. 333-276877) CIK No. 0001951222 Dear Mr. Ecker and Mr. Ewing: This letter responds to the letter dated A |
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| May 17, 2024 |
Exhibit 21.1 Subsidiaries of SEAL Corp The following is a list of companies that form part of the SEAL group as of the date of the prospectus: Group Company Name Country of incorporation Year of incorporation Share Capital % ownership Nature of business SEAL Corp. British Virgin Islands 2022 USD 300,000 n/a Investment and Holding Company WISeKey Semiconductors SAS France 2010 EUR 1,473,162 100.0% |
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| May 17, 2024 |
As filed with the U.S. Securities and Exchange Commission on May 17, 2024 Registration No. 333-278685 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporation |
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| April 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees To Be Paid Equity Ordinary Shares issuable upon conversion of Notes 457(c) 37,080,000 (3) $1. |
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| April 15, 2024 |
As filed with the U.S. Securities and Exchange Commission on April 15, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporation or organization) 3674 (Primary Standa |
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| March 29, 2024 |
As filed with the U.S. Securities and Exchange Commission on March 29, 2024 Registration No. 333-276877 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporati |
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| March 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees To Be Paid Equity Ordinary Shares issuable upon conversion of Notes 457(c) 40,275,000 (3) $2. |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: For the month of March 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| March 27, 2024 |
ANNUAL REPORT January – December 20233 SEALSQ Corp Annual Report January – December 2023 INDEX 1. |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: For the month of March 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| March 22, 2024 |
SEALSQ Corp Announces 2023 Fiscal Year Results Schedules Conference Call and Webcast for Friday, March 22 at 9:00am ET (2:00 pm CET) · Reports 29% increase in revenue and 43% higher gross profit, as compared to FY 2022. |
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| March 22, 2024 |
The date of this Prospectus Supplement is March 22, 2024. Filed Pursuant to Rule 424(b)(3) Registration No. 333-276877 PROSPECTUS SUPPLEMENT NO. 4 (TO PROSPECTUS DATED FEBRUARY 5, 2024) This prospectus supplement updates and supplements the prospectus dated February 5, 2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-276877). This prospectus supplement is being filed to update and supplement the information i |
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| March 21, 2024 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2023 SEALSQ Corp (“SEALSQ,” “we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbols Name of each exchange and on which registered Ordinary Shares, par value USD 0.01 per share LAES The Nasdaq Sto |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 or ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E |
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| March 21, 2024 |
ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| March 21, 2024 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Carlos Moreira, certify that: 1. |
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| March 21, 2024 |
SEALSQ CORP Senior Original Issue 2.5% Discount Convertible Promissory Note THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. |
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| March 21, 2024 |
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John O’Hara, certify that: 1. |
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| March 21, 2024 |
SEALSQ CORP Senior Original Issue 2.5% Discount Convertible Promissory Note THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. |
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| March 21, 2024 |
CISCO/WISEKEY MEMORANDUM OF UNDERSTANDING CISCO/WISEKEY MEMORANDUM OF UNDERSTANDING This Cisco/WISeKey Memorandum of Understanding (“MOU”) is entered into effective as of the date of last signature of this MOU by a Party hereto (the “Effective Date”) by and among Cisco Systems, Inc. |
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| March 21, 2024 |
CERTIFICATION PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the annual report of SEALSQ Corp (the “Company”) on Form 20-F for the period ending December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), for the pu |
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| March 21, 2024 |
Clawback Policy SEALSQ Corp. SEALSQ Corp. [“the Company”] CLAWBACK POLICY 1. Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore |
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| March 21, 2024 |
ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| March 21, 2024 |
CERTIFICATION PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the annual report of SEALSQ Corp (the “Company”) on Form 20-F for the period ending December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), for the pu |
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| March 21, 2024 |
AMENDMENT NO. 1 MEMORANDUM OF UNDERSTANDING AMENDMENT NO. 1 TO CISCO/WISEKEY MEMORANDUM OF UNDERSTANDING This Amendment No.1 to Cisco/WISeKey Memorandum of Understanding (“Amendment”) is entered into on December 20, 2022 (the “Effective Date”) by and among Cisco Systems, Inc., a Delaware corporation with offices at 170 West Tasman Drive, San Jose, CA 95134 and WISeKey Semiconductors SAS, a company organized under the laws of France with its |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K/A (Amendment No. |
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| March 11, 2024 |
The date of this Prospectus Supplement is March 11, 2024. Filed Pursuant to Rule 424(b)(3) Registration No. 333-276877 PROSPECTUS SUPPLEMENT NO. 3 (TO PROSPECTUS DATED FEBRUARY 5, 2024) This prospectus supplement updates and supplements the prospectus dated February 5, 2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-276877). This prospectus supplement is being filed to update and supplement the information i |
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| March 8, 2024 |
The date of this Prospectus Supplement is March 7, 2024. Filed Pursuant to Rule 424(b)(3) Registration No. 333-276877 PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED FEBRUARY 5, 2024) This prospectus supplement updates and supplements the prospectus dated February 5, 2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-276877). This prospectus supplement is being filed to update and supplement the information i |
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| March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: For the month of March 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| March 5, 2024 |
The date of this Prospectus Supplement is March 5, 2024. Filed Pursuant to Rule 424(b)(3) Registration No. 333-276877 PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED FEBRUARY 5, 2024) This prospectus supplement updates and supplements the prospectus dated February 5, 2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-276877). This prospectus supplement is being filed to update and supplement the information i |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of Report: For the month of March 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| March 4, 2024 |
SEALSQ CORP Senior Original Issue 2.5% Discount Convertible Promissory Note THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. |
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| March 4, 2024 |
ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| March 4, 2024 |
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of March 1, 2024 and is made as a deed by and among SEALSQ CORP, a British Virgin Islands company with registration number 2095496, (the “Company”), and the purchasers identified on the signature pages hereto (together with its successors and assigns, the “Investors”), amends t |
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| March 1, 2024 |
SEALSQ Announces Agenda of its 2024 Annual General Meeting of Shareholders Shareholders are invited to vote FOR the re-election of eight board members SEALSQ expects to publish its 2023 Annual Report including the financial statements for the year ended December 31, 2023 on or before March 22, 2024 Geneva, Switzerland – February 29, 2024: SEALSQ Corp (“SEALSQ” or “the Company”) (NASDAQ: LAES), a company that focuses on developing and selling Semiconductors, PKI, and Post-Quantum technology hardware and software products, is pleased to announce that its 2024 Annual General Meeting (“AGM”) of Shareholders will be held on April 1, 2024, at 09:00 a. |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: March 1, 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: February 21, 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| February 21, 2024 |
SEALSQ Announces Signing of a Term Sheet for the Third $10.0 Million Tranche of Convertible Notes and Warrants Private Placement Tortola, British Virgin Islands – February 21, 2024: SEALSQ Corp (Nasdaq: LAES) (“SEALSQ” or “Company”), a leader in semiconductor, PKI, and Post-Quantum technology development, today announced the signing of a non-binding term sheet for a third tranche of a private plac |
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| February 14, 2024 |
45,000,000 Ordinary Shares SEALSQ Corp Filed Pursuant to Rule 424(b)(3) Registration No. 333-276877 45,000,000 Ordinary Shares of SEALSQ Corp This prospectus relates to the resale, from time to time, by the selling shareholders named herein (the “Selling Shareholders”) of an aggregate of up to 45,000,000 of our Ordinary Shares, US$0.01 par value per Ordinary Share (the “Ordinary Shares”), reserved for issuance (i) upon the conversion o |
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| February 13, 2024 |
LAES.V / SEALSQ Corp / Wisekey International Holding S.A. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SEALSQ CORP (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) G79483106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 8, 2024 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Contrin Switzerland 1216 February 8, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| February 5, 2024 |
As filed with the U.S. Securities and Exchange Commission on February 5, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporation or organization) 3674 (Primary Stan |
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| February 5, 2024 |
SEALSQ CORP. Incorporated in the British Virgin Islands Company No. 2095496 (the Company) Extract of a Written Resolution of the Shareholders of the Company dated 8 December 2023 Amendment to the Memorandum and Articles of Association IT WAS RESOLVED that the Company’s Memorandum and Articles of Association be amended with the following change: 1. The text of Regulation 6.2 of the Articles of Asso |
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| February 5, 2024 |
ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| February 5, 2024 |
SEALSQ CORP Senior Original Issue 4% Discount Convertible Promissory Note THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. |
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| February 5, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees To Be Paid Equity Ordinary Shares issuable upon conversion of Notes 457(c) 40,275,000 (3) $2. |
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| February 5, 2024 |
ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| February 5, 2024 |
SEALSQ CORP Senior Original Issue 4% Discount Convertible Promissory Note THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. |
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| February 5, 2024 |
Exhibit 21.1 Subsidiaries of SEALSemi Corp. The following is a list of companies that will form part of the SEAL group as of the date of the prospectus: Group Company Name Country of incorporation Year of incorporation Share Capital % ownership Nature of business SEALSemi Corp. British Virgin Islands 2022 USD 300,000 n/a Investment and Holding Company WISeKey Semiconductors SAS France 2010 EUR 1,4 |
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| February 2, 2024 |
SEALSQ to Hold its First Analyst & Investor Day on April 1, 2024 in New York City SEALSQ to Hold its First Analyst & Investor Day on April 1, 2024 in New York City Geneva, Switzerland – February 2, 2024: SEALSQ Corp ("SEALSQ" or "Company") (NASDAQ: LAES) a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced that it will hold its first Analyst and Investor Day on April 1, 2024 at the Nasdaq Market Site. |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: February 2, 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| January 25, 2024 |
SEALSQ Announces Appointment of John O’Hara as Chief Financial Officer SEALSQ Announces Appointment of John O’Hara as Chief Financial Officer Tortola, British Virgin Islands – January 23, 2024: SEALSQ Corp ("SEALSQ" or "Company") (NASDAQ: LAES), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced the appointment of John O’Hara as its new Chief Financial Officer (“CFO”), effective January 22, 2024. |
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| January 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: January 25, 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| January 12, 2024 |
SEALSQ Announces Closing of the Second $10.0 Million Tranche of Convertible Notes and Warrants Private Placement Tortola, British Virgin Islands – January 9, 2024: SEALSQ Corp (Nasdaq: LAES) (“SEALSQ” or “Company”), a leader in semiconductor, PKI, and Post-Quantum technology development, today announced the closing of the second tranche of a private placement, amounting to $10 million, which is pa |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: January 12, 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| January 12, 2024 |
ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| January 12, 2024 |
SEALSQ CORP Senior Original Issue 4% Discount Convertible Promissory Note THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. |
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| January 12, 2024 |
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of January 9, 2024 and is made as a deed by and among SEALSQ CORP, a British Virgin Islands company with registration number 2095496, (the “Company”), and the purchasers identified on the signature pages hereto (together with its successors and assigns, the “Investors”), amends that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of July 11, 2023 (the “Purchase Agreement”). |
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| January 10, 2024 |
SEALSQ Announces FY 2023 Preliminary Unaudited Revenue of $30 Million, Marking a 29% Increase Over FY 2022 Growth Driven by High Demand for Advanced Secure Semiconductors and Matter Certification Services Tortola, British Virgin Islands – January 10, 2024: SEALSQ Corp ("SEALSQ" or "Company") (NASDAQ: LAES), a leader in the development and sales of semiconductors, PKI, and post-quantum technology hardware and software products, today proudly announced the achievement of a significant milestone with a revenue of $30 million, marking a 29% increase from FY 2022 and surpassing our Q3 outlook of growth in excess of 20%. |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: January 10, 2024 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| December 20, 2023 |
The date of this Prospectus Supplement is December 20, 2023. Filed Pursuant to Rule 424(b)(3) Registration No. 333-273793 PROSPECTUS SUPPLEMENT NO. 8 (TO PROSPECTUS DATED AUGUST 21, 2023) This prospectus supplement updates and supplements the prospectus dated August 21, 2023 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-273793). This prospectus supplement is being filed to update and supplement the information in |
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| December 20, 2023 |
AMENDMENT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF SEALSQ CORP. ADOPTED BY WRITTEN RESOLUTION ON 8 DECEMBER 2023 SEALSQ Corp., a BVI business company limited by shares with registration number 2095496 and listed on the Nasdaq General Market with ticker LAES (the Company), does hereby certify as follows: 1. The Company’s current memorandum and articles of association were adopted on 15 Marc |
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| December 20, 2023 |
SEALSQ CORP. (Company) Written Resolutions of the shareholders of the Company dated as of 8 December 2023 First Amendment of the Memorandum and Articles of Association WHEREAS, the Company would like to amend its memorandum and articles of association (M&A) to allow for its first Annual General Meeting to be aligned with Nasdaq General Market requirements and the production of its annual accounts. |
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| December 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: December 20, 2023 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: November 3, 2023 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| November 3, 2023 |
SEALSQ Raises FY 2023 Revenue Guidance to Approximately $30 Million, Up by 29% as Compared to FY 2022 Growth fueled by robust demand for advanced semiconductors and Matter certification services Tortola, British Virgin Islands - November 03, 2023 - SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced that due to strong demand on for its semiconductors and Matter certification it expects revenue for FY 2023 to be approximately $30 million, up 29% as compared to FY 2022, exceeding initial expectations of 20% growth. |
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| November 3, 2023 |
The date of this Prospectus Supplement is November 3, 2023. Filed Pursuant to Rule 424(b)(3) Registration No. 333-273793 PROSPECTUS SUPPLEMENT NO. 7 (TO PROSPECTUS DATED AUGUST 21, 2023) This prospectus supplement updates and supplements the prospectus dated August 21, 2023 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-273793). This prospectus supplement is being filed to update and supplement the information in |
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| October 24, 2023 |
The date of this Prospectus Supplement is October 24, 2023. Filed Pursuant to Rule 424(b)(3) Registration No. 333-273793 PROSPECTUS SUPPLEMENT NO. 6 (TO PROSPECTUS DATED AUGUST 21, 2023) This prospectus supplement updates and supplements the prospectus dated August 21, 2023 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-273793). This prospectus supplement is being filed to update and supplement the information in |
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| October 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: October 24, 2023 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: October 6, 2023 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| October 6, 2023 |
The date of this Prospectus Supplement is October 6, 2023. Filed Pursuant to Rule 424(b)(3) Registration No. 333-273793 PROSPECTUS SUPPLEMENT NO. 5 (TO PROSPECTUS DATED AUGUST 21, 2023) This prospectus supplement updates and supplements the prospectus dated August 21, 2023 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-273793). This prospectus supplement is being filed to update and supplement the information in |
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| October 6, 2023 |
Ex 99.1 SEALSQ Announces 9-Month 2023 Unaudited Revenue of $22.1 Million, a 20.4% Increase From the 9-Month 2022 Period Tortola, British Virgin Islands, Oct. 05, 2023 (GLOBE NEWSWIRE) - SEALSQ Corp (NASDAQ: LAES) (“SEALSQ” or “Company”), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced its unaudited rev |
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| October 5, 2023 |
The date of this Prospectus Supplement is October 5, 2023. Filed Pursuant to Rule 424(b)(3) Registration No. 333-273793 PROSPECTUS SUPPLEMENT NO. 4 (TO PROSPECTUS DATED AUGUST 21, 2023) This prospectus supplement updates and supplements the prospectus dated August 21, 2023 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-273793). This prospectus supplement is being filed to update and supplement the information in |
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| October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: October 4, 2023 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K/A Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: September 29, 2023 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| September 29, 2023 |
The date of this Prospectus Supplement is September 29, 2023. Filed Pursuant to Rule 424(b)(3) Registration No. 333-273793 PROSPECTUS SUPPLEMENT NO. 3 (TO PROSPECTUS DATED AUGUST 21, 2023) This prospectus supplement updates and supplements the prospectus dated August 21, 2023 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-273793). This prospectus supplement is being filed to update and supplement the information in |
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| September 29, 2023 |
Condensed Consolidated Financial Statements of SEALSQ Corp. As at June 30, 2023 Condensed Consolidated Financial Statements of SEALSQ Corp. (unaudited) As at June 30, 2023 1. Condensed Consolidated Statements of Comprehensive Income/(Loss) F-2 2. Condensed Consolidated Balance Sheets F-3 3. Condensed Consolidated Statements of Changes in Shareholders’ Equity F-4 4. Condensed Consolidated Statements of Cash Flows F-5 5. Notes to the Condensed Consolidated Financial Statements |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: September 26, 2023 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| September 12, 2023 |
SEALSQ Announces Substantially Improved H1 2023 Financial Results as Compared to H1 2022: Reports 38% Growth in Revenue and 63% Higher Gross Profit Schedules Conference Call for Wednesday, September 13 at 9:00am ET o Improved results for H1 2023 were due to the higher demand for semiconductors across all geographic regions, following semiconductor shortages triggered by the Covid pandemic o Expect |
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| September 12, 2023 |
The date of this Prospectus Supplement is September 12, 2023. Filed Pursuant to Rule 424(b)(3) Registration No. 333-273793 PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED AUGUST 21, 2023) This prospectus supplement updates and supplements the prospectus dated August 21, 2023 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-273793). This prospectus supplement is being filed to update and supplement the information in |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: September 12, 2023 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| September 11, 2023 |
Condensed Consolidated Financial Statements of SEALSQ Corp. As at June 30, 2023 Condensed Consolidated Financial Statements of SEALSQ Corp. (unaudited) As at June 30, 2023 1. Condensed Consolidated Statements of Comprehensive Income/(Loss) F-2 2. Condensed Consolidated Balance Sheets F-3 3. Condensed Consolidated Statements of Changes in Shareholders’ Equity F-4 4. Condensed Consolidated Statements of Cash Flows F-5 5. Notes to the Condensed Consolidated Financial Statements |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: September 8, 2023 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| September 11, 2023 |
The date of this Prospectus Supplement is September 8, 2023. Filed Pursuant to Rule 424(b)(3) Registration No. 333-273793 PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED AUGUST 21, 2023) This prospectus supplement updates and supplements the prospectus dated August 21, 2023 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-273793). This prospectus supplement is being filed to update and supplement the information in |
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| September 11, 2023 |
Condensed Consolidated Financial Statements of SEALSQ Corp. As at June 30, 2023 Index 1. Introduction 1.1 CEO Letter to Shareholders 1.2 Overview of 2023 H1 1.3 SEALSQ's Vision and Mission 2. Post Quantum 2.1 Context 2.2 How Cyberplayers are preparing a Post-Quantum Era 2.3 SEALSQ's Global Approach 3. About SEALSQ 3.1 Company History 3.2 Core Domains: Semiconductors, PKI, and Post-Quantum Technology 3.3 Range of Semiconductors, PKI, and Post-Quantum Solutions 4. Management Di |
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| August 21, 2023 |
8,000,000 Ordinary Shares SEALSQ Corp Filed Pursuant to Rule 424(b)(3) Registration No. 333-273793 8,000,000 Ordinary Shares of SEALSQ Corp This prospectus relates to the resale, from time to time, by the selling shareholders named herein (the “Selling Shareholders”) of an aggregate of up to 8,000,000 of our Ordinary Shares, US$0.01 par value per Ordinary Share (the “Ordinary Shares”), reserved for issuance (i) upon the conversion of |
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| August 16, 2023 |
SEALSQ CORP Avenue Louis-Casai 58 SEALSQ CORP Avenue Louis-Casai 58 Contrin Switzerland 1216 August 16, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| August 8, 2023 |
Phone +41 44 444 35 55 www.bdo.ch [email protected] BDO AG Schiffbaustrasse 2 8031 Zurich Switzerland August 8, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 United States of America We have been furnished with a copy of the response to “Change in Registrant’s Certifying Accountant” included in the Prospectus constituting a part of the Registration Statement on Form |
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| August 8, 2023 |
As filed with the U.S. Securities and Exchange Commission on August 8, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEALSQ Corp (Exact name of registrant as specified in its charter) British Virgin Islands (State or other jurisdiction of incorporation or organization) 3674 (Primar |
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| August 8, 2023 |
Exhibit 21.1 Subsidiaries of SEALSQ Corp Group Company Name Country of incorporation Year of incorporation Share Capital % ownership Nature of business SEALSQ Corp British Virgin Islands 2022 USD 300,000 n/a Investment and Holding Company WISeKey Semiconductors SAS France 2010 EUR1,298,162 100.0% Chip manufacturing, sales & distribution WISeKey IoT Japan KK Japan 2017 JPY 1,000,000 100.0% Sales & |
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| August 8, 2023 |
SEALSQ CORP Senior Original Issue 4% Discount Convertible Promissory Note THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. |
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| August 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) SEALSQ Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees To Be Paid Equity Ordinary Shares issuable upon conversion of Notes 457(c) 7,600,000 (2) $11. |
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| August 8, 2023 |
ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| August 8, 2023 |
Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Lyon, August 4, 2023 Dear Sirs/Madams, We have read the Item titled “Change in Registrant’s Certifying Accountant” of SEALSQ’s Corp Prospectus and Form F-1 Registration Statement, and we agree with the statements made therein. Yours sincerely |
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| August 8, 2023 |
SEALSQ CORP Senior Original Issue 4% Discount Convertible Promissory Note THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. |
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| August 8, 2023 |
ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 or ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Special Financial Report Pursuant to Rule 15d-2 of the Securities Exchange Act of 1934, as amended |
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| July 26, 2023 |
CERTIFICATION The certification set forth below is being submitted in connection with the annual report of SEALSQ Corp (the “Company”) on Form 20-F/A for the period ending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code. |
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| July 26, 2023 |
CERTIFICATION I, Carlos Moreira, certify that: 1. I have reviewed this annual report on Form 20-F/A of SEALSQ Corp; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covere |
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| July 26, 2023 |
CERTIFICATION The certification set forth below is being submitted in connection with the annual report of SEALSQ Corp (the “Company”) on Form 20-F/A for the period ending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code. |
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| July 26, 2023 |
CERTIFICATION I, Peter Ward, certify that: 1. I have reviewed this annual report on Form 20-F/A of SEALSQ Corp; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by |
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| July 12, 2023 |
Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2023, between SEALSQ CORP, a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). |
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| July 12, 2023 |
SEALSQ CORP Senior Original Issue 4% Discount Convertible Promissory Note THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. |
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| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: July 12, 2023 Commission File Number: 001-41709 SEALSQ CORP (Exact Name of Registrant as Specified in Charter) N/A (Translation of Registrant’s name into English) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| July 12, 2023 |
SEALSQ Announces Closing of an Initial $10.0 Million Tranche of a Private Placement of Convertible Notes and Warrants Tortola, British Virgin Islands – July 12, 2023: SEALSQ Corp (Nasdaq: LAES) (“SEALSQ” or “Company”), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced that it has closed an initial $10.0 |
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| July 12, 2023 |
ORDINARY SHARES PURCHASE WARRANT SEALSQ CORP NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| July 12, 2023 |
Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of July 11, 2023, by and among SEALSQ CORP (the “Company”), and each Person identified as “Investor” on the signature pages hereto (together with their respective successors and permitted assigns, each an “Investor”). |
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| July 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report: July 6, 2023 Commission File Number: 001-41709 SEALSQ Corp (Exact Name of Registrant as Specified in Charter) British Virgin Islands Avenue Louis-Casaï 58 1216 Cointrin, Switzerland Not Applicable (State or other jurisdiction of incorporation or organization) (Address of principal executive office) (I. |
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| July 6, 2023 |
Exhibit 1.2 SEALSQ Reports H1 2023 Unaudited Revenue of $14.8 Million, a 38% Year-Over-Year Increase During 2023, SEALSQ Launched its First Demonstrator of Quantum Resistant Technology, a New Generation of Quantum Resistant Algorithms Running on One of its Common Criteria EAL5+ Tamper Resistant Secure Arm Platforms Tortola, British Virgin Islands – July 6, 2023: SEALSQ Corp (Nasdaq: LAES) (“SEALSQ |
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| July 6, 2023 |
Exhibit 1.1 SEALSQ Announces H1 2023 Non-Audited Revenue of $14.8 Million, a 38% Year-Over-Year Increase During 2023, SEALSQ Launched its First Demonstrator of Quantum Resistant Technology, a New Generation of Quantum Resistant Algorithms Running on One of its Common Criteria EAL5+ Tamper Resistant Secure Arm Platforms Tortola, British Virgin Islands – July 5, 2023: SEALSQ Corp (Nasdaq: LAES) (“SE |
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| July 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K/A (Amendment No. |
