SEALSQ Announces Pricing of $20.0 Million Registered Direct Offering

Rhea-AI Summary

SEALSQ Corp (NASDAQ: LAES) has announced a registered direct offering of 10 million ordinary shares at $2.00 per share, aiming to raise $20.0 million in gross proceeds. The offering is expected to close around May 6, 2025, with Maxim Group LLC serving as the sole placement agent.

The company plans to use the proceeds to fund its strategic investment in the Quantix EdgeS joint venture, support the acquisition of IC ALPS, and continue deploying its next-generation post-quantum semiconductor technology and ASIC capabilities in the United States. The offering is being made through an effective shelf registration statement on Form F-3.

Positive

• Secured $20.0 million in funding through institutional investors
• Strategic expansion through planned Quantix EdgeS joint venture and IC ALPS acquisition
• Investment in next-generation post-quantum semiconductor technology development

Negative

• Potential dilution for existing shareholders with 10 million new shares being issued
• Share offering price of $2.00 may indicate downward pressure on stock value

Insights

Financial Analyst

SEALSQ's $20M raise provides growth capital for strategic investments but dilutes existing shareholders with 10M new shares at $2.00 each.

SEALSQ has secured $20 million through a registered direct offering of 10 million ordinary shares priced at $2.00 per share. This structured capital raise directly targets institutional investors rather than utilizing a traditional public offering, potentially reflecting institutional confidence in the company's direction while providing a more streamlined fundraising mechanism.

The transaction structure as a registered direct offering under an effective shelf registration indicates SEALSQ had already laid the groundwork for potential capital raises, allowing them to move efficiently when funding opportunities aligned with their strategic needs. Maxim Group's involvement as the sole placement agent adds a layer of market validation to the offering.

The company has articulated specific intentions for the proceeds, establishing a clear capital allocation strategy: funding the Quantix EdgeS joint venture, supporting the IC ALPS acquisition, continuing post-quantum semiconductor technology deployment, and enhancing ASIC capabilities within the United States. This balanced approach between strategic partnerships, acquisitions, and internal technology development demonstrates a comprehensive growth strategy.

While this capital infusion strengthens SEALSQ's ability to execute its strategic initiatives, the issuance of 10 million new shares represents a dilutive event for existing shareholders. The offering is expected to close imminently on May 6, 2025, subject to customary closing conditions, providing SEALSQ with near-term access to growth capital.

Semiconductor Technology Expert

SEALSQ's $20M investment targets post-quantum security through strategic acquisitions and joint ventures, positioning for cryptographic security advancements.

SEALSQ's $20 million capital raise reveals a focused strategy to establish a meaningful position in the post-quantum cryptography landscape. The company has outlined a three-pronged approach: investing in the Quantix EdgeS joint venture, acquiring IC ALPS, and advancing their post-quantum semiconductor technology with enhanced ASIC capabilities in the United States.

This capital deployment strategy demonstrates foresight as traditional cryptographic standards face increasing vulnerability from quantum computing advancements. Current encryption methods that secure everything from financial transactions to sensitive data will become obsolete once quantum computers reach certain computational thresholds, creating an inevitable transition requirement to quantum-resistant protocols.

The emphasis on developing ASIC (Application-Specific Integrated Circuit) capabilities indicates SEALSQ is pursuing specialized silicon solutions optimized for cryptographic processing rather than relying on general-purpose computing. Custom silicon designed specifically for post-quantum algorithms can deliver significant advantages in processing efficiency, power consumption, and security implementation compared to software-based approaches.

The planned acquisition of IC ALPS suggests vertical integration ambitions, potentially bringing additional semiconductor design or manufacturing capabilities in-house. Meanwhile, the Quantix EdgeS joint venture likely provides complementary technology or market access that enhances SEALSQ's overall post-quantum security ecosystem.

By establishing capabilities across multiple points in the post-quantum security value chain—from semiconductor design to implementation technologies—SEALSQ appears to be building a comprehensive foundation to address future cryptographic security requirements.

Geneva, Switzerland, May 05, 2025 (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 that it has entered into a securities purchase agreement with several institutional investors to purchase 10,000,000 ordinary shares at a public offering price of $2.00 per ordinary share, for gross proceeds of $20.0 million (the “Offering”), before deducting commissions and offering expenses.

Maxim Group LLC is acting as the sole placement agent for the Offering.

SEALSQ currently intends to utilize the net proceeds from the Offering to fund its planned strategic investment in the Quantix EdgeS joint venture, support the intended acquisition of IC ALPS, the continued deployment of its next-generation post-quantum semiconductor technology and ASIC capabilities in the United States and for general corporate purposes. The Offering is expected to close on or about May 6, 2025 (the “Closing Date”), subject to the satisfaction of customary closing conditions.

The Offering is being made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-286098) previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on April 2, 2025. A prospectus supplement relating to the securities to be issued in the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the Offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or by telephone at (212) 895-3745.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About SEALSQ:

SEALSQ is a leading innovator in Post-Quantum Technology hardware and software solutions. Our technology seamlessly integrates Semiconductors, PKI (Public Key Infrastructure), and Provisioning Services, with a strategic emphasis on developing state-of-the-art Quantum Resistant Cryptography and Semiconductors designed to address the urgent security challenges posed by quantum computing. As quantum computers advance, traditional cryptographic methods like RSA and Elliptic Curve Cryptography (ECC) are increasingly vulnerable.

SEALSQ is pioneering the development of Post-Quantum Semiconductors that provide robust, future-proof protection for sensitive data across a wide range of applications, including Multi-Factor Authentication tokens, Smart Energy, Medical and Healthcare Systems, Defense, IT Network Infrastructure, Automotive, and Industrial Automation and Control Systems. By embedding Post-Quantum Cryptography into our semiconductor solutions, SEALSQ ensures that organizations stay protected against quantum threats. Our products are engineered to safeguard critical systems, enhancing resilience and security across diverse industries.

For more information on our Post-Quantum Semiconductors and security solutions, please visit www.sealsq.com.

Forward Looking Statements

This communication expressly or implicitly contains certain forward-looking statements concerning SEALSQ Corp and its businesses. Forward-looking statements include statements regarding our business strategy, financial performance, results of operations, market data, events or developments that we expect or anticipate 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 SEALSQ’s ability to implement its growth strategies; SEALSQ’s ability to successfully launch post-quantum semiconductor technology; SEALSQ’s ability to capture a share of the quantum semiconductor market; the growth of the quantum computing market; SEALSQ’s ability to expand its U.S. operations; SEALSQ’s ability to make additional investments towards the development of a new generation of quantum-ready semiconductors; SEALSQ’s ability to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor industry conditions; the growth of the quantum computing market; and the risks discussed in SEALSQ’s filings with the SEC. Risks and uncertainties are further described in reports filed by 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.
Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
info@sealsq.com

SEALSQ Investor Relations (US)
The Equity Group Inc.
Lena Cati
Tel: +1 212 836-9611
lcati@equityny.com

FAQ

What is the size and price of SEALSQ's (LAES) May 2025 offering?

SEALSQ is offering 10 million ordinary shares at $2.00 per share, aiming to raise $20.0 million in gross proceeds.

How will SEALSQ (LAES) use the proceeds from its $20M offering?

The proceeds will fund the Quantix EdgeS joint venture, support IC ALPS acquisition, deploy post-quantum semiconductor technology in the US, and general corporate purposes.

Who is the placement agent for SEALSQ's (LAES) May 2025 offering?

Maxim Group LLC is acting as the sole placement agent for the offering.

When is SEALSQ's (LAES) $20M offering expected to close?

The offering is expected to close on or about May 6, 2025, subject to customary closing conditions.

What type of registration statement is SEALSQ (LAES) using for this offering?

The offering is being made through an effective shelf registration statement on Form F-3 (File No. 333-286098), declared effective by the SEC on April 2, 2025.