SEALSQ Corp Announces Effectiveness of Registration Statement Relating to Proposed Partial Spin-off from WISeKey International Holding Ltd.
SEALSQ Corp, a subsidiary of WISeKey, announced that the SEC has declared effective its Registration Statement on Form F-1. This filing is intended for a partial spin-off of SEALSQ, wherein WISeKey proposes to distribute 20% of SEALSQ's outstanding Ordinary Shares as a dividend to its shareholders. The transaction is anticipated to be completed around May 10, 2023, pending necessary approvals. SEALSQ will begin trading on Nasdaq under the ticker symbol 'LAES' around May 11, 2023. The company focuses on semiconductors and post-quantum technologies, aiming to address security risks associated with quantum computing.
- SEC declaration of effectiveness for the Registration Statement on Form F-1.
- Distribution of 20% of SEALSQ's Ordinary Shares to WISeKey shareholders enhances shareholder value.
- Expected Nasdaq listing under the ticker 'LAES' could increase visibility and trading volume.
- Completion of the spin-off is subject to several approvals, adding uncertainty.
- No assurance that the spin-off will occur or its terms will remain as initially proposed.
Tortola, British Virgin Islands, March 30, 2023 (GLOBE NEWSWIRE) --
Tortola, British Virgin Islands – March 30, 2023: SEALSQ Corp (“SEALSQ”), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products and a wholly-owned subsidiary of WISeKey International Holding Ltd. (“WISeKey”) (SIX: WIHN, NASDAQ: WKEY), a Swiss based leading global cybersecurity, AI and IoT company, today announced that the U.S. Securities and Exchange Commission (the “SEC”) has declared effective its Registration Statement on Form F-1.
As previously announced by WISeKey, the Registration Statement on Form F-1 was filed to effect a partial spin-off of SEALSQ from WISeKey, which currently acts as the holding company for its semiconductor business.
WISeKey proposes to distribute
WISeKey's Extraordinary General Meeting of Shareholders at which the distribution of
A copy of the prospectus related to the Registration Statement is available on the SEC’s website and via the investor relations page on WISeKey.com website at wisekey.com/company/investors.
The Registration Statement relating to these securities has been filed with, and declared effective by, the SEC. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About SEALSQ:
SEALSQ is a wholly owned subsidiary of the WISeKey Group that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products. Our Post-Quantum solutions include Post-Quantum microchips and devices that can be used in a variety of applications, from Multi-Factor Authentication devices, Home Automation, and IT Network Infrastructure, to Automotive, Industrial Automation and Control Systems.
Post-Quantum Cryptography (PQC) refers to cryptographic methods that are secure against an attack by a quantum computer. As quantum computers become more powerful, they may be able to break many of the cryptographic methods that are currently used to protect sensitive information, such as RSA and Elliptic Curve Cryptography (ECC). PQC aims to develop new cryptographic methods that are secure against quantum attacks. For more information please visit www.sealsq.com.
About WISeKey
WISeKey (NASDAQ: WKEY; SIX Swiss Exchange: WIHN) is a leading global cybersecurity company currently deploying large scale digital identity ecosystems for people and objects using Blockchain, AI and IoT respecting the Human as the Fulcrum of the Internet. WISeKey microprocessors secure the pervasive computing shaping today’s Internet of Everything. WISeKey IoT has an install base of over 1.5 billion microchips in virtually all IoT sectors (connected cars, smart cities, drones, agricultural sensors, anti-counterfeiting, smart lighting, servers, computers, mobile phones, crypto tokens etc.). WISeKey is uniquely positioned to be at the edge of IoT as our semiconductors produce a huge amount of Big Data that, when analyzed with Artificial Intelligence (AI), can help industrial applications to predict the failure of their equipment before it happens.
Our technology is Trusted by the OISTE/WISeKey’s Swiss based cryptographic Root of Trust (“RoT”) provides secure authentication and identification, in both physical and virtual environments, for the Internet of Things, Blockchain and Artificial Intelligence. The WISeKey RoT serves as a common trust anchor to ensure the integrity of online transactions among objects and between objects and people. For more information, visit www.wisekey.com.
Forward-Looking Statements
This communication expressly or implicitly contains certain forward-looking statements concerning WISeKey International Holding Ltd, SEALSQ Corp and their respective businesses. Forward-looking statements include statements regarding our business strategy, financial performance, results of operations, market data, events or developments that we expect or anticipates will occur in the future, as well as any other statements which are not historical facts. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the expected benefits and costs of the intended spin-off transaction, the expected timing of the completion of the spin-off transaction and the transaction terms, SEALSQ’s ability to implement its growth strategies, SEALSQ’s ability to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor industry conditions; the approval of SEALSQ’s listing of its Ordinary Shares on NASDAQ and the risks discussed in WISeKey’s and SEALSQ’s filings with the SEC. Risks and uncertainties are further described in reports filed by WISeKey and SEALSQ with the SEC.
SEALSQ Corp is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
Press and investor contacts:
| SEALSQ Corp. Company Contact: Carlos Moreira Chairman & CEO Tel: +41 22 594 3000 info@wisekey.com | SEALSQ Investor Relations (US) Contact: Lena Cati The Equity Group Inc. Tel: +1 212 836-9611 lcati@equityny.com |
This press release, or referenced documents, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and do not constitute an offering prospectus within the meaning of the Swiss Financial Services Act of June 15, 2018, as amended (“FinSA”) or advertising within the meaning of the FinSA. Investors must rely on their own evaluation of WISeKey and their subsidiaries, including SEALQ and their securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of WISeKey or its subsidiaries, including SEALQ.
The registration statement referred to above, including the prospectus contained therein, constitutes a foreign prospectus within the meaning of article 54 paras. 2 and 3 of the FinSA and article 70 paras. 2-4 of the Swiss Financial Services Ordinance of November 6, 2019, as amended.
FAQ
What is the purpose of SEALSQ's SEC filing?
When will SEALSQ start trading on Nasdaq under the symbol LAES?
What percentage of SEALSQ's shares will be distributed to WISeKey shareholders?
What are the risks associated with SEALSQ's spin-off?
