SEALSQ H1 2026 sales jump to $11.2M, loss $27.8M
SEALSQ (LAES) more than doubled revenue but posted larger losses while raising substantial equity and adding quantum and blockchain acquisitions.
SEALSQ Corp (LAES) reported sharply higher scale for the six months ended June 30, 2026, with net sales of $11.2 million, up from $4.8 million a year earlier, driven by its semiconductor, quantum technology and cybersecurity offerings. Despite this growth, SEALSQ recorded an operating loss of $32.2 million and a net loss of $27.8 million, wider than the prior period. Operating cash flow was negative $23.7 million, but the company strengthened its balance sheet through $125.0 million of common stock issuance, ending with $486.1 million in cash and restricted cash and working capital of $485.7 million. Management states that, based on cash projections through September 30, 2027, SEALSQ has sufficient liquidity and prepares the accounts on a going concern basis.
SEALSQ completed two strategic transactions on June 1, 2026: a controlling 55.5% stake in Wecan Group SA, accounted for as a business combination with $6.2 million of goodwill, and a $5.8 million asset acquisition of Miraex SA focused on quantum photonic technology. The company also invested $7.0 million in EeroQ SAFEs and about $17.5 million in Quobly SAS preferred shares to deepen its quantum-computing ecosystem. Total assets rose to $614.6 million and total equity to $562.1 million, including growing noncontrolling interests from Wecan.
Positive
- Net sales grew to $11.2 million from $4.8 million year over year, more than doubling scale in six months.
- Cash and restricted cash reached $486.1 million, supported by $125.0 million of new common stock issuance, providing substantial liquidity.
- Total shareholders’ equity increased to $562.1 million from $461.5 million, reflecting strong capital inflows and higher asset base.
- SEALSQ completed strategic quantum and blockchain deals, including a 55.5% stake in Wecan and a $5.8 million Miraex asset acquisition, expanding technology capabilities.
Negative
- Net loss widened to $27.8 million from $20.0 million, with an operating loss of $32.2 million despite higher revenue.
- Net cash used in operating activities was $23.7 million, indicating significant cash burn from operations in the half year.
- Research & development and general & administrative expenses rose substantially to $8.7 million and $23.1 million, respectively, pressuring profitability.
- The Wecan acquisition added $6.2 million of goodwill, increasing future impairment risk if expected benefits are not realized.
Filing Explained
By June 30, 2026, SEALSQ had completed two acquisitions and reported 223,430,764 ordinary shares outstanding versus 191,525,129 at December 31, 2025.
The September 14 Form 6-K furnishes unaudited interim financial statements as of
Wecan was recorded as a business combination funded through a cash capital increase, with noncontrolling interests retained by other shareholders and a discretionary call option on their remaining shares beginning three years after the acquisition. Miraex was recorded as an asset acquisition, so its purchase cost was allocated to acquired assets and liabilities and no goodwill was recognized.
The filing also corrects prior-period comparative figures for previously unrecorded Swiss stamp-duty liabilities on share issuances; this is a retrospective presentation correction rather than a new financing. The higher ordinary-share count reduces an existing holder's percentage ownership absent offsetting changes.
The Wecan purchase-price allocation remains provisional, with valuations and related goodwill subject to completion within the one-year measurement period; the next stated annual goodwill impairment test is
Key Figures
Key Terms
going concern financial
business combination financial
asset acquisition financial
noncontrolling interests financial
Simple Agreements for Future Equity financial
measurement alternative financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did SEALSQ (LAES) perform financially for the six months ended June 30, 2026?
What is SEALSQ (LAES)’s liquidity position as of June 30, 2026?
How much cash did SEALSQ (LAES) raise from equity during the period?
What were SEALSQ (LAES)’s main acquisitions in 2026 and their sizes?
How did SEALSQ (LAES)’s cash flow from operations and investing look in the first half of 2026?
What changes occurred in SEALSQ (LAES)’s shares outstanding during the period?
Did SEALSQ (LAES) identify going concern issues in this reporting period?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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
Commission
File Number:
(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.R.S.
Employer Identification No.) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
The information contained in this Report on Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 of the Company (File No. 333-290963), as amended, and the registration statement on Form S-8 of the Company (File No. 333-287139), and into the base prospectus and any prospectus supplement outstanding under each of the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
| Exhibit No. | Description | |
| 99.1 | Condensed Consolidated Financial Statements of SEALSQ Corp as at June 30, 2026. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 14, 2026 | SEALSQ CORP | |
| By: | /s/ Carlos Moreira | |
| Name: | Carlos Moreira | |
| Title: | Chief Executive Officer | |
| By: | /s/ John O’Hara | |
| Name: | John O’Hara | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
Condensed Consolidated Financial Statements
of SEALSQ Corp
(unaudited)
As of June 30, 2026
| 1. | Condensed Consolidated Statements of Comprehensive Income / (Loss) | F-2 |
| 2. | Condensed Consolidated Balance Sheets | F-4 |
| 3. | Condensed Consolidated Statements of Changes in Shareholders’ Equity | F-6 |
| 4. | Condensed Consolidated Statements of Cash Flows | F-7 |
| 5. | Notes to the Condensed Consolidated Financial Statements | F-9 |
F-1
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
1. Condensed Consolidated Statements of Comprehensive Income / (Loss)
| Unaudited 6 months ended June 30, | Note | |||||||||||
| USD’000, except earnings per share | 2026 | 2025 | ref. | |||||||||
| Net sales | 33 | |||||||||||
| Cost of sales | ( | ) | ( | ) | ||||||||
| Depreciation of production assets | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||
| Other operating income | 34 | |||||||||||
| Research & development expenses | ( | ) | ( | ) | ||||||||
| Selling & marketing expenses | ( | ) | ( | ) | ||||||||
| General & administrative expenses | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ||||||||
| Non-operating income | 36 | |||||||||||
| Interest and amortization of debt discount | ( | ) | ( | ) | ||||||||
| Non-operating expenses | ( | ) | ( | ) | 37 | |||||||
| Loss before income tax expense | ( | ) | ( | ) | ||||||||
| Income tax income / (expense) | ( | ) | ||||||||||
| Equity in earnings of unconsolidated affiliates | ( | ) | - | |||||||||
| Net loss | ( | ) | ( | ) | ||||||||
| Net loss attributable to noncontrolling interests | ( | ) | - | |||||||||
| Net loss attributable to SEALSQ Corp | ( | ) | ( | ) | ||||||||
| Earnings per Ordinary Share (USD) | 39 | |||||||||||
| Earnings per Ordinary Share | ||||||||||||
| Basic | ( | ) | ( | ) | ||||||||
| Diluted | ( | ) | ( | ) | ||||||||
| Earnings per Ordinary Share attributable to SEALSQ Corp | ||||||||||||
| Basic | ( | ) | ( | ) | ||||||||
| Diluted | ( | ) | ( | ) | ||||||||
| Earnings per F Share (USD) | 39 | |||||||||||
| Earnings per F Share | ||||||||||||
| Basic | ( | ) | ( | ) | ||||||||
| Diluted | ( | ) | ( | ) | ||||||||
| Earnings per F Share attributable to SEALSQ Corp | ||||||||||||
| Basic | ( | ) | ( | ) | ||||||||
| Diluted | ( | ) | ( | ) | ||||||||
F-2
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
| Unaudited 6 months ended June 30, | Note | |||||||||||
| USD’000 | 2026 | 2025 | ref. | |||||||||
| Other comprehensive income / (loss), net of tax: | ||||||||||||
| Foreign currency translation adjustments | ( | ) | ||||||||||
| Unrealized gains on debt securities | ||||||||||||
| Unrealized holding gains / (losses) arising during the period | ( | ) | ||||||||||
| Defined benefit pension plans: | ||||||||||||
| Net gain arising during the period | 30 | |||||||||||
| Other comprehensive income / (loss) | ( | ) | ||||||||||
| Comprehensive loss | ( | ) | ( | ) | ||||||||
| Other comprehensive loss attributable to noncontrolling interests | ( | ) | - | |||||||||
| Other comprehensive income / (loss) attributable to SEALSQ Corp | ( | ) | ||||||||||
| Comprehensive loss attributable to noncontrolling interests | ( | ) | - | |||||||||
| Comprehensive loss attributable to SEALSQ Corp | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
2. Condensed Consolidated Balance Sheets
| USD’000, except par value | As of June 30, 2026 (unaudited) | As of December 31, 2025 | Note ref. | |||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 9 | |||||||||||
| Restricted cash, current | - | 6 | ||||||||||
| Accounts receivable, net of allowance for doubtful accounts | 10 | |||||||||||
| Inventories | 11 | |||||||||||
| Prepaid expenses | ||||||||||||
| Investment, current | 12 | |||||||||||
| Government assistance | 13 | |||||||||||
| Other current assets | 14 | |||||||||||
| Total current assets | ||||||||||||
| Noncurrent assets | ||||||||||||
| Loans receivable, noncurrent | - | |||||||||||
| Deferred tax credits | 15 | |||||||||||
| Property, plant and equipment, net of accumulated depreciation | 16 | |||||||||||
| Intangible and crypto assets, net of accumulated amortization | 17 | |||||||||||
| Operating lease right-of-use assets | 18 | |||||||||||
| Finance lease right-of-use assets | 18 | |||||||||||
| Goodwill | 19 | |||||||||||
| Available-for-sale debt securities, noncurrent | 20 | |||||||||||
| Investments in unconsolidated affiliates | 21 | |||||||||||
| Investments in unconsolidated related party affiliates | 22 | |||||||||||
| Other investments | 23 | |||||||||||
| Other noncurrent assets | 24 | |||||||||||
| Total noncurrent assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| LIABILITIES | ||||||||||||
| Current Liabilities | ||||||||||||
| Accounts payable | 25 | |||||||||||
| Notes payable | 26 | |||||||||||
| Deferred revenue, current | ||||||||||||
| Current portion of obligations under operating lease liabilities | ||||||||||||
| Current portion of obligations under finance lease liabilities | ||||||||||||
| Income tax payable | - | |||||||||||
| Other current liabilities | 27 | |||||||||||
| Total current liabilities | ||||||||||||
F-4
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
| USD’000, except par value | As of June 30, 2026 (unaudited) | As of December 31, 2025 | Note ref. | |||||||||
| Noncurrent liabilities | ||||||||||||
| Bonds, mortgages and other long-term debt | 28 | |||||||||||
| Deferred Revenue | - | |||||||||||
| Operating lease liabilities, noncurrent | ||||||||||||
| Finance lease liabilities, noncurrent | ||||||||||||
| Deferred tax liability | ||||||||||||
| Employee benefit plan obligation | 30 | |||||||||||
| Other noncurrent liabilities | ||||||||||||
| Total noncurrent liabilities | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| Commitments and contingent liabilities | 31 | |||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
Common stock - Ordinary shares | 32 | |||||||||||
| Par value - USD 0.01 | ||||||||||||
| Authorized - 500,000,000 and 500,000,000 | ||||||||||||
| Issued and outstanding - 223,430,764 and 191,525,129 | ||||||||||||
Common stock - F shares | 32 | |||||||||||
| Par value - USD 0.05 | ||||||||||||
| Authorized - 10,000,000 and 10,000,000 | ||||||||||||
| Issued and outstanding - 1,499,800 and 1,499,800 | ||||||||||||
| Share subscription in progress | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Accumulated other comprehensive income / (loss) | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Total shareholders’ equity attributable to SEALSQ Corp’s shareholders | ||||||||||||
| Noncontrolling interest in consolidated subsidiaries | - | |||||||||||
| Total shareholders’ equity | ||||||||||||
| TOTAL LIABILITIES AND EQUITY | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
3. Condensed Consolidated Statements of Changes in Shareholders’ Equity
| Unaudited 6 months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of common shares | Common share capital | |||||||||||||||||||||||||||||||||||||||||||||||||||
| USD’000 (except for share numbers) | Ordinary Shares | F Shares | Ordinary Shares | F Shares | Total share capital | Share subscription in progress | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income / (loss) | Total stockholders’ equity | Noncontrolling interests | Total equity (deficit) | Note ref. | |||||||||||||||||||||||||||||||||||||||
| As of December 31, 2024 | - | ( | ) | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Options exercised | - | ( | ) | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Securities Purchase Agreements | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Warrant exercises | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| ATM | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Investment in Wecan Group | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income / (loss) | - | - | - | - | - | - | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||||||||||
| As of June 30, 2025 | ( | ) | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2025 | - | ( | ) | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Options exercised and acquisition of common stock for tax withholding obligations | - | - | - | ( | ) | - | - | ( | ) | - | ( | ) | 35 | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | - | - | 35 | ||||||||||||||||||||||||||||||||||||||||||
| Securities Purchase Agreements | - | - | - | - | - | - | 32 | |||||||||||||||||||||||||||||||||||||||||||||
| Warrant exercises | - | - | ( | ) | - | - | - | 32 | ||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of Wecan Group | - | - | - | - | - | - | - | - | - | - | 6 | |||||||||||||||||||||||||||||||||||||||||
| Net Income | - | - | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Other Comprehensive income / (loss) | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| As of June 30, 2026 | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
F-6
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
4. Condensed Consolidated Statements of Cash Flows
| Unaudited 6 months ended June 30, | ||||||||
| USD’000 | 2026 | 2025 | ||||||
| Cash Flows from operating activities: | ||||||||
| Net income / (loss) | ( | ) | ( | ) | ||||
| Adjustments to reconcile net income to net cash provided by / (used in) operating activities: | ||||||||
| Depreciation of property, plant & equipment | ||||||||
| Amortization of finance lease right-of-use assets | - | |||||||
| Non-cash operating lease expense | - | |||||||
| Amortization of intangible assets | - | |||||||
| Impairment loss on crypto assets | - | |||||||
| Interest and amortization of debt discount | ||||||||
| Loss on remeasurement of equity interest | - | |||||||
| Derecognition of WECAN tokens upon consolidation of Wecan | - | |||||||
| Stock-based compensation | ||||||||
| Inventory valuation allowance | ( | ) | ||||||
| Loss from equity-method investments | - | |||||||
| Change in income tax receivable – withholding tax | ( | ) | ( | ) | ||||
| Income tax recovery | ( | ) | - | |||||
| Other non-cash expenses / (income) | ||||||||
| Unrealized and non-cash foreign currency transactions | ( | ) | ||||||
| Changes in operating assets and liabilities, net of effects of businesses acquired / divested | ||||||||
| Decrease (increase) in accounts receivables, net of balance owed to related parties and shareholders and their affiliates | ( | ) | ||||||
| Decrease (increase) in accounts receivable from shareholders and affiliates, excluding debt and interest on debt | ( | ) | ( | ) | ||||
| Decrease (increase) in accounts receivable from to related parties, excluding debt and interest on debt | ( | ) | ( | ) | ||||
| Decrease (increase) in inventories | ( | ) | ( | ) | ||||
| Decrease (increase) in government assistance | ( | ) | ||||||
| Decrease (increase) in other current assets and prepaids, net | ( | ) | ||||||
| Decrease (increase) in other noncurrent assets | ( | ) | ||||||
| Increase (decrease) in accounts payable | ||||||||
| Increase (decrease) in accounts payable owed to shareholders and affiliates, excluding debt and interest on debt | ( | ) | ( | ) | ||||
| Increase (decrease) in accounts payable owed to related parties, excluding debt and interest on debt | ||||||||
| Increase (decrease) in deferred revenue, current | ||||||||
| Increase (decrease) in income tax payable | ( | ) | ( | ) | ||||
| Increase (decrease) in other current liabilities, excluding stock-based compensation liability | ( | ) | ( | ) | ||||
| Increase (decrease) in deferred revenue, noncurrent | - | |||||||
| Increase (decrease) in defined benefit pension liability | ||||||||
| Increase (decrease) in interest on debt owed to related parties | ( | ) | ||||||
| Increase (decrease) in other noncurrent liabilities | ( | ) | - | |||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
F-7
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
| Unaudited 6 months ended June 30, | ||||||||
| USD’000 | 2026 | 2025 | ||||||
| Cash Flows from investing activities: | ||||||||
| Acquisition of property, plant and equipment | ( | ) | - | |||||
| Acquisition of cryptocurrencies | - | ( | ) | |||||
| Acquisition of investment in SAFE | ( | ) | ( | ) | ||||
| Acquisition of investment in Quobly SAS | ( | ) | - | |||||
| Acquisition of investment in Miraex | ( | ) | - | |||||
| Acquisition of available-for-sale debt securities | - | ( | ) | |||||
| Sale / (acquisition) of investment, current | - | |||||||
| Acquisition of a business, net of cash and cash equivalents acquired | ( | ) | - | |||||
| Acquisition of unconsolidated affiliates and unconsolidated related party affiliates | - | ( | ) | |||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows from financing activities: | ||||||||
| Proceeds from options and warrants exercises | ||||||||
| Proceeds from issuance of Common Stock | ||||||||
| Common Stock issuance costs | ( | ) | ( | ) | ||||
| Issuance of convertible loan | ( | ) | ||||||
| Repayment of indebtedness to related parties | - | ( | ) | |||||
| Repayment of debt | ( | ) | ||||||
| Payments of debt issue costs | - | - | ||||||
| Acquisition of common stock for tax withholding obligations | ( | ) | - | |||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents | ||||||||
| Net increase (decrease) during the period | ||||||||
| Balance, beginning of period | ||||||||
| Cash and cash equivalents balance, end of period | ||||||||
| Reconciliation to balance sheet | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash, current | - | |||||||
| Balance, end of period | ||||||||
| Supplemental cash flow information for financing and investing activities | ||||||||
| Cash paid for income taxes | - | - | ||||||
| Cash paid for interest, net of amounts capitalized | - | |||||||
| ROU assets obtained from operating lease | - | |||||||
| ROU assets obtained from finance lease | - | |||||||
| Shares withheld to satisfy tax obligations | ||||||||
| Issuance of shares in relation to investments in unconsolidated affiliates | - | |||||||
The accompanying notes are an integral part of these
consolidated financial statements.
F-8
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
5. Notes to the Condensed Consolidated Financial Statements
Note 1. The SEALSQ Group
SEALSQ Corp, together with its consolidated subsidiaries (“SEALSQ” or the “Group” or the “SEALSQ Group”), was incorporated in April 2022 under the laws of the British Virgin Islands (“BVI”). The SEALSQ Group’s registered office is located in Tortola, BVI. The Group’s ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol “LAES” since May 23, 2023.
On January 1, 2023, the Group acquired
On August 4, 2025, SEALSQ acquired
The Group operates in the semiconductor, quantum technology and cybersecurity industries. It designs and markets secure semiconductor products, including post-quantum secure elements, Trusted Platform Modules and custom ASICs, together with Public Key Infrastructure (“PKI”) and managed digital identity services, for applications spanning Internet of Things (“IoT”), industrial, government and digital-payment markets. The Group’s roadmap includes obtaining regulatory certifications for, and commercializing, its post-quantum secure semiconductor products. With its latest acquisitions, the Group aims to deploy secure quantum communication solutions.
Note 2. Future operations and going concern
The Group recorded a loss from operations in this reporting period and the accompanying condensed consolidated financial statements have been prepared assuming that the Group will continue as a going concern.
The Group incurred a net operating loss of USD
Based on the foregoing, Management believes it is correct to present these figures on a going concern basis.
Note 3. Basis of presentation
The condensed consolidated financial statements are prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (“US GAAP”) as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). All amounts are in United States dollars (“USD”) unless otherwise stated.
These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Group’s annual financial statements for the year ended December 31, 2025, as filed in the 20-F on March 31, 2026.
The Group’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the annual consolidated financial statements of the Group as of December 31, 2025, contained in the Group’s Annual Report have been applied consistently in these unaudited condensed consolidated financial statements.
F-9
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
It is management’s opinion that all adjustments necessary for a fair statement of the results for the interim periods have been made. These unaudited condensed consolidated financial statements include a description of the nature and amount of material adjustments other than normal recurring adjustments.
Acquisition of Miraex SA
On June 1, 2026, SEALSQ acquired
The acquisition supports SEALSQ’s development of secure quantum communication solutions.
Acquisition of Wecan Group SA
On June 1, 2026, SEALSQ acquired a
The acquisition enhances SEALSQ’s digital security and trusted data-exchange solutions for sensitive industries.
Additional paid-in capital
During our 2025 financial reporting process, we ascertained that, although SEALSQ is a BVI company with a direct listing on a U.S. stock exchange, its tax residency status means that it is liable for stamp duties in Switzerland for its share issues. This resulted in the Group not accruing for stamp duties on its share issues since inception, which affected SEALSQ’s equity presentation of capital increases in the financial statements ended June 30, 2024, and December 31, 2023. The error resulted in an overstatement of the capital increase impacts in additional paid-in capital and an understatement of other current liabilities. We assessed that there was not a substantial likelihood that the error would have been viewed by the reasonable investor as having significantly altered the “total mix” of information made available, and as such concluded that a “little r” restatement was required. In application of ASC 250, we corrected the error in the current year comparative financial statements by adjusting the prior period information.
The tables below show the effect of the adjustment
of the prior period information on the Condensed Consolidated Statements of Comprehensive Income / (Loss), Condensed Consolidated Statements
of Changes in Shareholders’ Equity and Condensed Consolidated Statements of Cash Flows. The related interest accrual in relation
to the late payment in prior years was deemed immaterial and was not adjusted in retained earnings, instead, a total cumulated interest
expense of $
F-10
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Condensed Consolidated Statements of Comprehensive Income / (Loss)
| As reported in the financial statements ended June 30, 2025 | As adjusted in the financial statements ended June 30, 2026 | |||||||
| 6 months ended June 30, | 6 months ended June 30, | |||||||
| USD’000 | 2025 (unaudited) | 2025 (unaudited) | ||||||
| Non-operating expenses | ( | ) | ( | ) | ||||
| Loss before income tax expense | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Comprehensive loss | ( | ) | ( | ) | ||||
Condensed Consolidated Statements of Changes in Shareholders’ Equity
| As reported in the financial statements ended June 30, 2025 (unaudited) | As adjusted in the financial statements ended June 30, 2026 (unaudited) | |||||||||||||||||||||||
| USD’000 | Additional paid-in capital | Accumulated deficit | Total equity (deficit) | Additional paid-in capital | Accumulated deficit | Total equity (deficit) | ||||||||||||||||||
| As of December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| Share Purchase Agreements (Anson SPA and L1 SPA) | - | - | ||||||||||||||||||||||
| Warrant exercises (Anson Warrants and L1 Warrants) | - | - | ||||||||||||||||||||||
| ATM | - | - | ||||||||||||||||||||||
| Investment in Wecan Group | - | - | ||||||||||||||||||||||
| Comprehensive income / (loss) | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||
| As of June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
Condensed Consolidated Statements of Cash Flows
| As reported in the financial statements ended June 30, 2025 | As adjusted in the financial statements ended June 30, 2026 | |||||||
| 6 months ended June 30, | 6 months ended June 30, | |||||||
| USD’000 | 2025 (unaudited) | 2025 (unaudited) | ||||||
| Cash Flows from operating activities: | ||||||||
| Net income / (loss) | ( | ) | ( | ) | ||||
| Increase / (decrease) in other current liabilities, excluding stock-based compensation liability | ( | ) | ( | ) | ||||
F-11
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Note 4. Summary of significant accounting policies
Asset Acquisition
The Group evaluates acquisitions under ASC 805 to determine whether the acquired set meets the definition of a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the acquired set is not considered a business.
Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions under ASC 805-50. The cost of an asset acquisition includes the consideration transferred and direct transaction costs and is allocated to the assets acquired and liabilities assumed based on their relative fair values. No goodwill is recognized.
Investment in Equity Securities
Equity securities are any security representing an ownership interest in an entity or the right to acquire or dispose of an ownership interest in an entity at fixed or determinable prices, in accordance with ASC 321, i.e., investments that do not qualify for accounting as a derivative instrument, an investment in consolidated subsidiaries, or an investment accounted for under the equity method.
The Group accounts for these investments in equity securities at fair value at the reporting date, except for those investments without a readily determinable fair value where the Group has elected the measurement at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, in line with ASC 321. Changes in fair value are accounted for in the income statement as a non-operating income/expense.
Segment Reporting
Our chief operating decision maker, who is also our Chief Executive Officer, regularly reviews information collated into two segments for purposes of allocating resources and assessing budgets and performance. We report our financial performance based on this segment structure described in Note 38.
Recent Accounting Pronouncements
Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated:
As of January 1, 2026, the Group adopted Accounting Standards Update (ASU) 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the accounting treatment for certain settlements of convertible debt instruments that do not occur under the instruments’ preexisting terms.
ASU 2024-04 introduces a “preexisting contract approach” to determine whether an inducement offer should be accounted for as an induced conversion. Under this approach, an inducement offer is considered to preserve the form and amount of consideration if it provides the debt holder with at least the same consideration as the original conversion terms of the instrument. The assessment is based on the terms as they existed one year before the offer acceptance date, especially if the instrument was modified within that period. Additionally, the standard clarifies that induced conversion accounting applies to convertible debt instruments within the scope of Subtopic 470-20 that are not currently convertible, provided the instrument contained a substantive conversion feature at both its issuance date and the inducement offer acceptance date. There was no impact on the Group’s results upon adoption of the standard.
As of January 1, 2026, the Group adopted Accounting Standards Update (ASU) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides targeted simplifications to the current expected credit loss (CECL) model for certain short-term financial assets arising from revenue transactions.
ASU 2025-05 introduces a practical expedient that allows entities to assume that current economic conditions as of the balance-sheet date remain unchanged for the remaining life of certain current accounts receivable and current contract assets when estimating expected credit losses. This eliminates the need to develop forward-looking macroeconomic forecasts for these short-term assets, reducing complexity and documentation burden. The standard also includes related disclosure requirements for entities electing the practical expedient or subsequent collection approach. There was no impact on the Group’s results upon adoption of the standard.
F-12
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
New FASB Accounting Standard to be adopted in the future:
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which updates mandates that public business entities provide more detailed disclosures about specific expense categories in their financial statement notes, enhancing transparency for investors.
Summary: Entities are required to disaggregate certain expense captions presented on the income statement into the following natural expense categories, such as purchases of Inventory, Employee compensation, Depreciation and Intangible Asset Amortization. These disaggregated expenses must be presented in a tabular format within the notes to the financial statements for both annual and interim reporting periods. Additionally, entities are required to disclose the total amount of selling expenses and provide their definition.
Effective Date: ASU 2024-03 is effective for annual reporting periods for public business entities for fiscal years beginning after December 15, 2026, and for interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.
The Group expects to adopt the guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU makes targeted improvements to Subtopic 350-40 to increase the operability of the recognition guidance considering different methods of software development.
Summary: This update amends Subtopic 350-40 by removing references to prescriptive software development stages and introducing a principle-based approach for capitalizing costs. Under this approach, capitalization begins when management has authorized and committed to funding and it is probable that the project will be completed and used as intended. Additionally, the ASU introduces a framework for assessing significant development uncertainty, clarifies that specific asset disclosures apply to all capitalized internal-use software costs, and consolidates guidance for website development costs into Subtopic 350-40.
Effective Date: ASU 2025-06 is effective for all entities for fiscal years beginning after December 15, 2027. Early adoption is permitted.
The Group expects to adopt the guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. This update clarifies and refines the guidance in ASC 270 to improve how entities prepare and disclose interim financial statements and notes in accordance with U.S. GAAP.
Summary: The update specifies that ASC 270 applies to all entities that provide a complete set of interim financial statements with notes. It clarifies the form and content of interim financial statements and accompanying disclosures, including a consolidated list of disclosure requirements relevant for interim periods. The ASU also codifies a disclosure principle requiring entities to report material events or changes that occur after the most recent annual reporting period, such as significant changes in estimates, accounting policies, or contingencies. These amendments improve clarity, consistency, and ease of application but do not change the fundamental nature of interim reporting.
Effective Date: ASU 2025-11 is effective for public business entities for interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Group expects to adopt the guidance when effective. Management is assessing the impact of the aforementioned guidance on its interim financial statements but does not expect it to have a material impact.
In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock, which eliminates diversity in practice by providing explicit guidance for instruments that previously lacked specific treatment under U.S. GAAP.
F-13
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Summary: The update clarifies that issuers must initially measure paid-in-kind (PIK) dividends on equity-classified preferred stock using the contractually stated dividend rate rather than the fair value of the underlying shares. It also establishes consistent presentation and disclosure requirements for the issuance of these shares.
Effective Date: ASU 2026-01 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group expects to adopt the guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact.
Note 5. Concentration of credit risks
Financial instruments subject to credit risk
Financial instruments that are potentially subject to credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Our cash and cash equivalents is mostly held with one large financial institution. Management believes that the financial institution that holds most of our cash and cash equivalents is financially sound and, accordingly, is subject to minimal credit risk. However, to the extent that such deposits exceed the maximum insurance levels, they are uninsured.
Customer concentration
The Group sells to large, international customers and, as a result, may maintain individually significant trade accounts receivable balances with such customers during the year. We generally do not require collateral on trade accounts receivable.
Summarized below are the clients whose revenue was 10% or higher than the respective total consolidated net sales for the six months ended June 30, 2026 and 2025, and the clients whose trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance as of June 30, 2026 and December 31, 2025. In addition, we note that some of our clients are contract manufacturers for the same companies; should these companies reduce their operations or change contract manufacturers, this would cause a decrease in our customer orders which would adversely affect our operating results.
| Revenue concentration | Unaudited 6 months ended June 30, | |||||||
| (% of total net sales) | 2026 | 2025 | ||||||
| International computer and hardware manufacturer | % | % | ||||||
| International distributor of semiconductor, electronics | % | % | ||||||
| Receivables concentration | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||||||||||
| (% of total accounts receivable and maximum amount of loss due to credit risk) | % | USD’000 | % | USD’000 | ||||||||||||
| International computer and hardware manufacturer | % | % | ||||||||||||||
| International distributor of semiconductor, electronics | % | % | ||||||||||||||
| International cables designer and manufacturer | % | % | ||||||||||||||
F-14
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Note 6. Business Combination
On June 1, 2026 (the “Acquisition Date”), the Group obtained control of Wecan, a Swiss company operating a blockchain-based digital infrastructure platform focused on secure, decentralized data exchange. The acquisition expands the Group’s secure digital identity and blockchain capabilities and is expected to provide technology, commercial and operational synergies.
The Group initially acquired a
The acquisition was accounted for as a business combination achieved in stages in accordance with ASC 805 with SEALSQ identified as the accounting acquirer. The assets, liabilities and results of Wecan have been included in the Group’s condensed consolidated financial statements from June 1, 2026.
The form of consideration for the newly acquired
interest was cash subscribed through capital increase.
| USD’000 | ||||
| Fair value of previously held equity interest | ||||
| Fair value of interest acquired through the June 2026 capital increase | ||||
| Total consideration attributable to SEALSQ | ||||
| Fair value of noncontrolling interests (“NCI”) | ||||
| Aggregate acquisition-date fair value, including NCI | ||||
The amounts above are based on the implied Acquisition
Date equity value derived from the June 2026 capital increase. The USD
Immediately before the Acquisition Date, the Group
remeasured its previously held equity interest in Wecan to its acquisition-date fair value of USD
In connection with the acquisition, SEALSQ entered into a shareholders’ agreement that provides SEALSQ with an irrevocable call option to acquire all remaining shares of Wecan held by the noncontrolling shareholders. The option is exercisable solely at SEALSQ’s discretion beginning on the third anniversary of the Acquisition Date. The call option is an embedded feature of the noncontrolling interest and does not result in recognition of a separate derivative asset or liability or classification of the noncontrolling interest as redeemable equity.
The following table summarizes the preliminary allocation of the acquisition-date fair value as of June 1, 2026:
| USD’000 | ||||
| Restricted cash | ||||
| Technology | ||||
| Trademarks | ||||
| Cash and cash equivalents | ||||
| Prepaid expenses and other current assets | ||||
| Crypto assets | ||||
| Accounts receivable | ||||
| Total assets acquired, excluding goodwill | ||||
| Deferred income tax liability | ( | ) | ||
| Other current liabilities | ( | ) | ||
| Deferred revenue | ( | ) | ||
| Employee benefit obligation | ( | ) | ||
| Accounts payable | ( | ) | ||
| Total liabilities assumed | ( | ) | ||
| Net identifiable assets acquired | ||||
| Goodwill | ||||
| Aggregate acquisition-date fair value, including NCI | ||||
F-15
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
The acquisition-date amounts recognized are provisional because the Group has not completed its assessment of certain acquired assets and liabilities, including the valuation of acquired intangible assets, deferred revenue, employee benefit obligations, and the related deferred tax effects. The Group expects to finalize these valuations and the resulting goodwill within the measurement period, which will not exceed one year from the Acquisition Date. Measurement-period adjustments, if any, will be recognized retrospectively as of the Acquisition Date, with corresponding revisions to comparative information, as applicable.
Goodwill represents the excess of the aggregate acquisition-date fair value over the fair value of identifiable assets acquired and liabilities assumed. Goodwill is primarily attributable to the expected benefits from Wecan’s assembled workforce, future technology development, commercial expansion and other synergies that do not qualify for separate recognition as identifiable intangible assets. Goodwill has been allocated provisionally to the reporting unit included within the Group’s non-reportable segment. Goodwill is recorded in Wecan’s functional currency (CHF), is translated into USD at each reporting date in accordance with ASC 830.
Goodwill is not amortized and is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that it may be impaired, in accordance with ASC 350. No impairment indicators were identified as of June 30, 2026. Goodwill is not expected to be deductible for income tax purposes.
The acquired technology and trademarks are being
amortized on a straight-line basis over preliminary estimated useful lives of
| USD’000 | ||||
| Technology | ||||
| Trademarks | ||||
| Acquired identifiable intangible assets | ||||
For the period from June 1, 2026, through June
30, 2026, Wecan contributed revenue of USD
Supplemental Pro Forma Information (Unaudited)
The following unaudited pro forma consolidated financial information presents the combined results of SEALSQ and Wecan as if the acquisition had occurred on January 1, 2025:
| 6 months ended June 30, | ||||||||
| USD’000 | 2026 | 2025 | ||||||
| Revenue | ||||||||
| Net income (loss) | ( | ) | ( | ) | ||||
The unaudited pro forma financial information includes adjustments to reflect incremental amortization of acquired identifiable intangible assets, related income tax effects, the acquisition-date remeasurement of the previously held equity interest, acquisition-related transaction costs and elimination of intercompany transactions. The pro forma financial information does not reflect potential synergies or integration costs and is not necessarily indicative of the results that would have occurred or of future results.
Note 7. Asset acquisition
On June 1, 2026, SEALSQ Corp acquired
The Group evaluated the acquisition under ASC
805, Business Combinations, and elected to apply the optional concentration test. Approximately
The total acquisition cost was USD
| USD’000 | ||||
| Base purchase price | ||||
| Amounts paid to third-party convertible-loan holders | ||||
| Direct transaction costs | ||||
| Total acquisition cost paid in cash | ||||
Direct transaction costs were capitalized as part
of the cost of the asset acquisition. The Group’s CHF
F-16
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
The following table summarizes the allocation of acquisition cost as of June 1, 2026:
| USD’000 | ||||
| Acquired technology | ||||
| Property, plant and equipment | ||||
| Cash and cash equivalents | ||||
| Inventory | ||||
| Other receivables | ||||
| Other assets | ||||
| Total assets acquired | ||||
| Deferred income tax liability | ( | ) | ||
| Financial liabilities | ( | ) | ||
| Pension liabilities | ( | ) | ||
| Accounts payable | ( | ) | ||
| Other liabilities | ( | ) | ||
| Total liabilities assumed | ( | ) | ||
| Net assets acquired / total acquisition cost | ||||
The acquisition cost was allocated to the assets
acquired and liabilities assumed based on their relative fair values, subject to the requirements of other applicable US GAAP. The principal
asset recognized was acquired technology with an initial carrying amount of USD
The acquired technology is being amortized on
a straight-line basis over its estimated useful life of
Note 8. Fair value measurements
ASC 820 establishes a three-tier fair value hierarchy for measuring financial instruments, which prioritizes the inputs used in measuring fair value. These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
| As of June 30, 2026 | As of December 31, 2025 | Fair | ||||||||||||||||||||||
| USD’000 | Carrying amount | Fair value | Carrying amount | Fair value | value level | Note ref. | ||||||||||||||||||
| Recurring fair value measurements | ||||||||||||||||||||||||
| Available-for-sale debt securities, noncurrent | 3 | 20 | ||||||||||||||||||||||
| Investment, current | 2 | 12 | ||||||||||||||||||||||
In addition to the methods and assumptions we use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following methods and assumptions to estimate the fair value of our financial instruments:
| - | Available-for-sale debt securities, noncurrent - fair value remeasured as of reporting period, based on information available. |
| - | Investment, current – consists of a managed investment account held with UBS Switzerland AG. Although the account is made up of a diversified, actively managed portfolio, including publicly traded equity securities, investment funds and exchange-traded funds, fixed-income instruments, structured products, and fiduciary call deposits and short-term cash balances, with fair value levels ranging from Level 1 to Level 3, fair value is remeasured as of reporting period, based on the statement of assets made available by UBS at the reporting date, which falls under Level 2. |
The carrying amounts of accounts receivable, accounts payable, notes payable, and indebtedness to related parties approximate their fair values due to the short-term nature of these instruments. The carrying amount of bonds, mortgages and other long-term debt approximates fair value as the underlying interest rates are consistent with current market rates. These financial instruments are not measured at fair value on a recurring or nonrecurring basis and are accordingly not included in the fair value hierarchy table above; the fair value information above is provided solely in accordance with ASC 825-10-50-10.
Investments in SAFEs and equity securities without a readily determinable fair value are accounted for under the measurement alternative in ASC 321 (cost minus impairment) and are therefore not fair value measurements; see Note 23 for the related carrying amounts and impairment assessment.
F-17
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Note 9. Cash and cash equivalents
Cash consists of deposits held at major banks.
Note 10. Accounts receivable
The breakdown of the accounts receivable balance is detailed below:
| USD’000 | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Trade accounts receivable | ||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable from shareholders | ||||||||
| Accounts receivable from other related parties | ||||||||
| Accounts receivable from underwriters, promoters, and employees | ||||||||
| Other accounts receivable | ||||||||
| Total accounts receivable, net of allowance for credit losses | ||||||||
As of June 30, 2026, accounts receivable from shareholders consisted of a receivable from WISeKey International Holding Ltd (“WISeKey”), which controls a majority of the Group’s voting rights as of June 30,2026, in relation to services provided by SEALSQ and pension liabilities due by WISeKey following a transfer of employees from WISeKey to SEALSQ.
Accounts receivable from other related parties consisted of balances due from WISeKey subsidiaries (WISeKey SA, SEALCOIN AG and WISeSat.Space AG) in relation to services provided by SEALSQ, pension liabilities due by WISeKey SA following employee transfers to SEALSQ, as well as receivables from Quantix Edge Security and Quobly. See Note 41 for details on related parties.
Note 11. Inventories
Inventories consisted of the following:
| USD’000 | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Raw materials | ||||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Total inventories | ||||||||
Note 12. Investment, current
Managed Investment Account
In November 2025, the Group entered into a discretionary asset management arrangement with UBS Switzerland AG (“UBS”) and opened an investment account under the UBS “Manage Premium” mandate (the “UBS Investment Account). Under the terms of the arrangement, UBS is authorized to manage the assets held in the UBS Investment Account on a discretionary basis within agreed investment parameters. The UBS Investment Account is maintained for investment purposes and not for day-to-day operating cash needs.
The UBS Investment Account consists of a diversified, actively managed portfolio, including publicly traded equity securities, investment funds and exchange-traded funds, fixed-income instruments, structured products, and fiduciary call deposits and short-term cash balances held to facilitate portfolio management.
The UBS Investment Account is classified as current investments and is measured at fair value at each reporting date. Changes in fair value, including unrealized gains and losses, are recognized in earnings. Fair value is determined based on UBS account statements reflecting observable market prices for the underlying investments.
Cash balances and call deposits held within the UBS Investment Account are not segregated or designated for operating use and are maintained as part of the overall investment strategy. Accordingly, such balances are not classified as cash or cash equivalents
Note 13. Government assistance
SEALSQ France SAS and IC’Alps SAS are eligible
for research tax credits provided by the French government. As of June 30, 2026 and December 31, 2025, the receivable balances in respect
of these research tax credits owed to the Group were respectively USD
F-18
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event occurs first. Refundable R&D tax credits are accounted for as government assistance in accordance with ASC 832 and are recognized in the consolidated financial statements consistent with the Group’s accounting policy.
In addition, the Companies are also entitled to receive other grants, including interest subvention—a government incentive that subsidizes or reduces the interest cost on eligible borrowings (see Note 28 for further details)—as well as reimbursements for certain expenses.
Note 14. Other current assets
Other current assets consisted of the following:
| USD’000 | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Value-Added Tax receivable | ||||||||
| Advanced payment to suppliers | ||||||||
| Deposits, current | ||||||||
| Customer contract assets, current | - | |||||||
| Other current assets | ||||||||
| Total other current assets | ||||||||
Note 15. Deferred tax credits
Most of our deferred tax credits balance relates to Swiss withholding tax charged on financial interest that is recoverable after the end of each tax year.
Note 16. Property, plant and equipment
Property, plant and equipment, net consisted of the following.
| USD’000 | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Machinery and equipment | ||||||||
| Buildings and leasehold improvements | ||||||||
| Office equipment and furniture | ||||||||
| Computer equipment and licenses | ||||||||
| Total property, plant and equipment, gross | ||||||||
| Accumulated depreciation for: | ||||||||
| Machinery and equipment | ( | ) | ( | ) | ||||
| Buildings and leasehold improvements | ( | ) | ( | ) | ||||
| Office equipment and furniture | ( | ) | ( | ) | ||||
| Computer equipment and licenses | ( | ) | ( | ) | ||||
| Total accumulated depreciation | ( | ) | ( | ) | ||||
| Total property, plant and equipment, net | ||||||||
| Depreciation charge for the 6 months ended June 30, | ||||||||
In the six months ended June 30, 2026, SEALSQ did not identify any events or changes in circumstances indicating that the carrying amount of any asset may not be recoverable. As a result, the Group did not record any impairment charge on property, plant and equipment in the six months ended June 30, 2026.
The useful economic life of property plant and equipment is as follows:
| ● | Machinery, equipment and production tools |
| ● | Office equipment and furniture |
| ● | Production masks |
| ● | Probe cards |
| ● | Licenses |
| ● | Software |
F-19
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Note 17. Intangible and crypto assets
Intangible and crypto assets consisted of the following:
| USD’000 | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Crypto assets under the cost-less-impairment model: | ||||||||
| WECAN tokens | - | |||||||
| Crypto assets and related balances: | ||||||||
| USDC tokens and related market-maker receivable | - | |||||||
| Total crypto assets and related balances, net | ||||||||
| Intangible assets subject to amortization: | ||||||||
| Trademarks | ||||||||
| Patents | ||||||||
| License agreements | ||||||||
| Customer relationships | ||||||||
| Technology | - | |||||||
| Other intangibles | ||||||||
| Total intangible assets, gross | ||||||||
| Accumulated amortization for: | ||||||||
| Trademarks | ( | ) | ( | ) | ||||
| Patents | ( | ) | ( | ) | ||||
| License agreements | ( | ) | ( | ) | ||||
| Customer relationships | ( | ) | ( | ) | ||||
| Technology | ( | ) | - | |||||
| Other intangibles | ( | ) | ( | ) | ||||
| Total accumulated amortization | ( | ) | ( | ) | ||||
| Total intangible assets subject to amortization, net | ||||||||
| Total intangible assets, net | ||||||||
| Amortization charge for the 6 months ended June 30, | - | |||||||
Management evaluated the acquired identifiable intangible assets and other long-lived assets under ASC 360 and concluded that the asset group was recoverable, and no impairment loss was required as of June 30, 2026.
At December 31, 2025, the Group held
Immediately prior to obtaining control of Wecan
on June 1, 2026, the carrying amount of the WECAN tokens was USD
The Group continues to track the underlying WECAN token quantities notwithstanding the nil carrying amount at June 30, 2026. Any subsequent external transfer or disposal will be accounted for based on the terms and substance of the transaction.
At June 30, 2026, the Group held
As of June 30, 2026, a balance of USD
The useful economic life of intangible assets is as follows:
| ● | Technology |
| ● | Trademarks |
| ● | Patents |
| ● | License agreements |
| ● | Customer relationships |
| ● | Other intangibles |
F-20
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Future amortization charges are detailed below:
| Future estimated aggregate amortization expense Year | USD’000 | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 and beyond | ||||
| Total intangible assets subject to amortization, net | ||||
Note 18. Leases
The Group has historically entered into a number of lease arrangements under which it is the lessee. As of June 30, 2026, the SEALSQ Group holds six operating leases which relate to premises.
We do not sublease. All our operating leases include multiple optional renewal periods which are not reasonably certain to be exercised.
As of June 30, 2026, the Group holds five finance
leases relating to IT equipment. During the six months ended June 30, 2026, the Group completed
During the six months ended June 30, 2026 and 2025, we recognized rent expenses associated with our leases as follows:
| Unaudited 6 months ended June 30, | ||||||||
| USD’000 | 2026 | 2025 | ||||||
| Finance lease cost: | ||||||||
| Amortization of right-of-use assets | - | |||||||
| Interest on lease liabilities | - | |||||||
| Operating lease cost: | ||||||||
| Fixed rent expense | ||||||||
| Variable lease cost | - | |||||||
| Short-term lease cost | - | - | ||||||
| Net lease cost | ||||||||
| Lease cost - Cost of sales | - | |||||||
| Lease cost - General & administrative expenses | ||||||||
| Net lease cost | ||||||||
In the six months ended June 30, 2026 and 2025, we had the following cash and non-cash activities associated with our leases:
| Unaudited 6 months ended June 30, | ||||||||
| USD’000 | 2026 (unaudited) | 2025 | ||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | ||||||||
| Financing cash flows from finance leases | - | |||||||
| Non-cash investing and financing activities: | ||||||||
| Net lease cost | ||||||||
| Additions to ROU assets obtained from: | ||||||||
| New operating lease liabilities | - | |||||||
| New finance lease liabilities | - | |||||||
F-21
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
The following table provides the details of right-of-use assets and lease liabilities as of June 30, 2026, and as of December 31, 2025:
| USD’000 | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Right-of-use assets: | ||||||||
| Operating leases | ||||||||
| Finance leases | ||||||||
| Total right-of-use assets | ||||||||
| Lease liabilities: | ||||||||
| Operating leases | ||||||||
| Finance leases | ||||||||
| Total lease liabilities | ||||||||
As of June 30, 2026, future minimum annual lease payments were as follows.
| Year (USD’000) | Operating | Finance | Total | |||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 2029 | ||||||||||||
| 2030 and beyond | ||||||||||||
| Total future minimum operating and finance lease payments | ||||||||||||
| Less effects of discounting | ( | ) | ( | ) | ( | ) | ||||||
| Lease liabilities recognized | ||||||||||||
As of June 30, 2026 the weighted-average remaining
lease term was
As leases do not provide an implicit rate, we
calculated an estimate rate based upon the estimated incremental borrowing rate of the Group. The weighted average discount rate associated
with operating lease as of June 30, 2026 was
Note 19. Goodwill
The Group performs its annual goodwill impairment test on October 1 of each year, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Under the quantitative test, the fair value of each reporting unit is compared with its carrying amount, including goodwill. If the carrying amount exceeds the reporting unit’s fair value, an impairment charge is recognized in an amount equal to the excess, limited to the total amount of goodwill allocated to that reporting unit.
On August 4, 2025, the Group acquired
In the ASIC segment, the goodwill relates to the acquisition of IC’Alps, which represents the reporting unit for purposes of goodwill impairment testing. During the six months ended June 30, 2026, management reviewed IC’Alps’ performance against budget as part of its interim goodwill impairment assessment. Based on this assessment, including current project activity and the longer-term business outlook, management concluded that a quantitative goodwill impairment test was not required, and no impairment loss was recognized as of June 30, 2026. The Group’s next annual goodwill impairment test will be performed as of October 1, 2026.
Goodwill arising from the Wecan acquisition is included within the Group’s non-reportable segment. Management evaluated whether any events or changes in circumstances through June 30, 2026, indicated that the goodwill may be impaired. No such indicators were identified, and no impairment loss was recognized as of June 30, 2026.
IC’Alps’ functional currency is the
Euro (EUR) and Wecan’s functional currency is the Swiss Franc (CHF). Accordingly, goodwill recognized in connection with these acquisitions
was recorded in the respective functional currencies and is translated into the Group’s reporting currency (USD) at each reporting
date in accordance with ASC 830.
F-22
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
| USD’000 | ASIC Segment | Non-reportable Segment | Total | |||||||||
| Goodwill balance as of December 31, 2024 | - | - | ||||||||||
| Goodwill acquired during the year | - | |||||||||||
| Currency translation adjustment | - | |||||||||||
| Impairment losses | - | - | - | |||||||||
| As of December 31, 2025 | ||||||||||||
| Goodwill | - | |||||||||||
| Accumulated currency translation adjustment | - | |||||||||||
| Goodwill balance as of December 31, 2025 | - | |||||||||||
| Goodwill acquired during the period | - | |||||||||||
| Currency translation adjustment | ( | ) | - | ( | ) | |||||||
| Impairment losses | - | - | - | |||||||||
| As of June 30, 2026 | ||||||||||||
| Goodwill | ||||||||||||
| Accumulated currency translation adjustment | ( | ) | - | ( | ) | |||||||
| Goodwill balance as of June 30, 2026 | ||||||||||||
The assessment of goodwill impairment requires judgment, including the evaluation of qualitative factors such as operating performance, projected cash flows, industry and market conditions, and other relevant events and circumstances. Changes in these factors could result in future impairment charges.
Note 20. Available-for-sale debt securities, noncurrent
The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of our available-for-sale debt securities. Unrealized gains and losses are recorded in other comprehensive income under unrealized gain or loss on available-for-sale debt securities.
| Type of security | Amortized cost USD’000 | Unrealized gains USD’000 | Unrealized losses USD’000 | Fair value USD’000 | Maturity | |||||||||||||
| Convertible corporate bonds | - | |||||||||||||||||
| Total | - | |||||||||||||||||
As of June 30,2026, the Group held one convertible corporate bond issued by ColibriTD, a French Quantum-as-a-Service (QaaS) company.
Note 21. Investments in unconsolidated affiliates
Quantix Edge Security S.L.
On September 11, 2025, SEALSQ made a EUR
Quantix was in a pre-operational stage as of June
30, 2026, and an equity method loss of USD
Management evaluated the significance of Quantix
under Rule 1-02(w) of Regulation S-X as of and for the six months ended June 30, 2026. None of the applicable thresholds exceeded
Note 22. Investments in unconsolidated related party affiliates
WISeSat.Space Corp
On November 6, 2025, the Group invested USD
F-23
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
For the six months ended June 30, 2026, the Group
recognized an equity method loss of USD
Management evaluated the significance of WISeSat Corp under Rule 1-02(w) of Regulation S-X as of and for the six months ended June 30, 2026. None of the applicable thresholds exceeded 20%. Accordingly, summarized financial information is not required.
Note 23. Other investments
Investment in SAFE
On December 4, 2025, February 16, 2026, and May 25, 2026, the Group entered into Simple Agreements for Future Equity (“SAFEs”, and individually, “SAFE”) with EeroQ Corporation (“EeroQ”), a privately held U.S.-based quantum computing company. The investments do not convey equity ownership, voting rights, or significant influence at inception.
The Group invested an aggregate of USD
The SAFEs provide the Group with contractual rights to receive equity interests or cash upon the occurrence of specified future events, including qualifying equity financing, liquidity events, or dissolution events.
The investments are measured at cost less impairment as they do not have a readily determinable fair value. The Group evaluates the investments for impairment and observable price changes in orderly transactions for identical or similar investments of the same issuer at each reporting date.
As of June 30, 2026, the carrying amount of the
SAFE investments was USD
Investment in equity securities
On May 26, 2026, SEALSQ acquired
As of June 30, 2026, the carrying amount of the
investment was USD
In connection with the investment, SEALSQ entered
into a five-year Joint Cooperation Agreement with Quobly to provide EUR
Note 24. Other noncurrent assets
Other noncurrent assets consisted of noncurrent deposits. Deposits are primarily made up of rental deposits on the premises rented by the Group.
Note 25. Accounts payable
The accounts payable balance consisted of the following:
| USD’000 | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Trade creditors | ||||||||
| Accounts payable to shareholders | ||||||||
| Accounts payable to board members | ||||||||
| Accounts payable to other related parties | ||||||||
| Accounts payable to underwriters, promoters, and employees | ||||||||
| Other accounts payable | ||||||||
| Total accounts payable | ||||||||
As of June 30, 2026, accounts payable to Board
Members are made up of a balance of USD
F-24
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Accounts payable to other related parties are made up of the following (see Note 41 for detail):
| - | a balance of USD |
| - | a balance of USD |
| - | a balance of USD |
| - | a balance of USD |
Accounts payable to shareholders consist of short-term payables due to WISeKey International Holding Ltd in relation to interest owed on the recharge of management services (see Note 41).
Accounts payable to underwriters, promoters and employees consist primarily of payable balances to employees in relation to holidays, bonus and 13th month accruals across the Group.
Other accounts payable are mostly accruals of social charges in relation to the accrued liability to employees as well as accruals in relation to non-trade creditors such as various professional fees.
Note 26. Notes payable
As of June 30, 2026, notes payable consisted of short-term borrowings and the current portion of long-term borrowings. For further information regarding repayment terms and interest rates, refer to Note 28.
Note 27. Other current liabilities
Other current liabilities consisted of the following:
| USD’000 | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Customer contract liability, current | ||||||||
| Supplier contract liability | - | |||||||
| Stamp duty liability | ||||||||
| Other tax payable | ||||||||
| Stock-based compensation liability, current | - | |||||||
| Other current liabilities | - | |||||||
| Total other current liabilities | ||||||||
Note 28. Bonds, mortgages and other long-term debt
Borrowings as of June 30, 2026, primarily relate to financing arrangements held by IC’Alps. The Group also assumed certain borrowings in connection with the acquisition of Miraex on June 1, 2026. Debt is classified as current or noncurrent based on the contractual terms of the respective arrangements and the Group’s right to defer settlement as of June 30, 2026. Interest expense is recognized using the effective interest method in accordance with ASC 835-30, as applicable.
Debt consisted of the following:
| USD’000 | ||||
| Bpifrance Innovation R&D Loan | ||||
| Bpifrance Innovation Loan | ||||
| PGE loans (CIC, Bpifrance and BNP) | ||||
| Recoverable advances – Bpifrance (Innovation and BELICIM) | ||||
| Miraex borrowings | ||||
| Total debt | ||||
| Less: current portion | ( | ) | ||
| Noncurrent portion | ||||
F-25
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
The aggregate contractual principal maturities of debt as of June 30, 2026, are presented below. Amounts represent contractual principal repayments, translated using June 30, 2026, exchange rates, and exclude interest and unamortized discounts.
| Year | USD’000 | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 and thereafter | ||||
| Total contractual principal | ||||
Bpifrance Innovation – Research & Development Loan Agreement
On June 30, 2022, Bpifrance Financement granted
IC’Alps an Innovation – Research & Development Loan in the amount of EUR
As of June 30, 2026, the carrying amount of the
loan was EUR
Bpifrance Innovation Loan
On June 30, 2022, Bpifrance Financement granted
IC’Alps a business loan in the amount of EUR
As of June 30, 2026, the carrying amount of the
loan was EUR
PGE loan – CIC Lyonnaise de Banque
On May 12, 2020, CIC Lyonnaise de Banque granted
IC’Alps a state-guaranteed cash-flow loan (“PGE”) in the amount of EUR
PGE Soutien Innovation loan – Bpifrance
On June 15, 2020, Bpifrance Financement granted
IC’Alps a state-guaranteed cash-flow loan in the amount of EUR
PGE loan – BNP Paribas
On June 14, 2022, BNP Paribas granted IC’Alps
a state-guaranteed business loan in the amount of EUR
As of June 30, 2026, the aggregate carrying amount
of the CIC, Bpifrance and BNP PGE loan population was EUR
Recoverable advance from Bpifrance (“Avance Innovation”)
On July 3, 2018, Bpifrance Financement granted
IC’Alps an interest-free repayable advance (“Avance Innovation”) in the amount of EUR
As of June 30, 2026, the carrying amount of the
advance was EUR
F-26
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
BELICIM project – Bpifrance grant and recoverable advance agreement
On February 28, 2020, IC’Alps entered into
a multi-party aid agreement with Bpifrance Financement under the PSPC-Régions Call for Projects (BELICIM). The aid available to
IC’Alps was structured as a recoverable advance and a grant component. The recoverable advance is repayable in
As of June 30, 2026, the carrying amount of the
recoverable advance was EUR
Miraex borrowings
In connection with the acquisition of Miraex SA
on June 1, 2026, the Group assumed a CHF
As of June 30, 2026, the aggregate carrying amount
of the Miraex borrowings was CHF
Note 29. Indebtedness to related parties
On April 1 and October 1, 2019, the SEALSQ Group
entered into loan agreements with WISeCoin AG, an affiliate of WISeKey, for, respectively. EUR
On April 1, 2021, the Group entered into a Debt
Remission Agreement (the “Debt Remission”) with WISeKey pursuant to which EUR
In 2025, the Group repaid in full the outstanding
EUR
As of December 31, 2025, the Group owed WISeKey
and its affiliates USD
As of June 30, 2026, the Group owed WISeKey and
its affiliates USD
As of June 30, 2026, the Group also had a current
receivable of USD
Note 30. Employee benefit plans
Defined benefit post-retirement plan
The Group maintains five pension plans: one maintained by each of SEALSQ Corp, Wecan and Miraex covering their employees in Switzerland, one maintained by SEALSQ France SAS and one maintained by IC’Alps SAS, both covering their employees in France.
All plans are considered defined benefit plans and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the service period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore, the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference or unfunded status represents the pension liability.
F-27
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
The Group records net service cost as an operating expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss.
The liabilities and annual income or expense of the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined based on prevailing market prices.
The defined benefit pension plan maintained by SEALSQ France SAS and IC’Alps SAS, and their obligations to employees in terms of retirement benefits, is limited to a lump sum payment based on remuneration and length of service, determined for each employee. The plan is not funded, which means that there are no plan assets.
The pension liability calculated as of June 30, 2026 for SEALSQ Corp, SEALSQ France SAS and IC’Alps SAS is based on annual personnel costs and assumptions as of December 31, 2025. The pension liability calculated as of June 30, 2026 for Wecan and Miraex is based on annual personnel costs and assumptions as of May 31, 2026.
The expected future cash flows to be paid by the
Group for employer contribution for the year ended December 31, 2026 are approximately USD
| Movement in Funded Status | 6 months ended June 30, | |||||||
| USD’000 | 2026 | 2025 | ||||||
| Net service cost | ||||||||
| Interest cost / (credit) | ||||||||
| Expected return on Assets | ( | ) | ( | ) | ||||
| Amortization on net (gain) / loss | ||||||||
| Amortization on prior service cost / (credit) | ||||||||
| Foreign currency translation adjustments | - | |||||||
| Total net periodic benefit cost / (credit) | ||||||||
| Employer contributions paid in the period | ( | ) | ( | ) | ||||
| Total Cash flow | ( | ) | ( | ) | ||||
Note 31. Commitments and contingencies
Lease commitments
The future payments due under leases are shown in Note 18.
Warranties and indemnifications
The Group’s product and service sales agreements are evaluated under ASC 606 and ASC 460 to determine whether a warranty is an assurance-type warranty (accounted for under ASC 460) or a service-type warranty that represents a separate performance obligation under ASC 606. All of the warranties described below are assurance-type: none provide the customer with a service beyond assurance that the related product or service will perform in accordance with its agreed-upon specifications, and none give rise to a separate performance obligation.
Certain of the Group’s sales agreements also include provisions indemnifying customers against liabilities arising from an infringement of a third party’s intellectual property rights, or from a breach of confidentiality or service-level requirements. It is not possible to determine the maximum potential amount payable under these indemnification agreements, given the Group’s lack of history of indemnification claims and the unique facts and circumstances of each agreement. To date, the Group has not incurred any costs, and has not recognized any liability, related to these indemnification obligations.
The Group also provides assurance-type warranties
on its ASIC products, with the warranty period and remedy varying by the stage of the product life cycle at which the circuit is delivered.
During the development phase (prototypes and pre-series chips), the warranty period is
In both cases, the customer may request that the Group initiate a diagnostic process to assess a potential defect. If the process determines the circuit conforms to specifications — excluding third-party IP or sub-blocks, and except where the customer has modified the product — or if the customer cancels the process before completion, the customer bears the cost of that process. The cost of any redesign outside the scope of the warranty, or of support requested after the warranty period has expired, is chargeable to the customer at cost or at agreed rates. The warranty excludes damage not attributable to the Group, such as damage resulting from improper storage or use by the customer.
In accordance with ASC 460, the Group has classified all of the warranties described above as assurance-type warranties, because each covers only the relevant product’s or service’s compliance with its agreed-upon specifications. No liability has been recognized for potential warranty claims under any of these warranties, as the Group cannot reasonably estimate the likelihood or amount of future payments. It is not possible to determine the maximum potential amount under these indemnification agreements due to our lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in our consolidated financial statements.
F-28
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Note 32. Stockholders’ equity
Stockholders’ equity consisted of the following:
| As of June 30, 2026 | As of December 31, 2025 | |||||||||||||||
| Share Capital | Ordinary Shares | F Shares | Ordinary Shares | F Shares | ||||||||||||
| Par value per share | USD | | USD | | USD | | USD | | ||||||||
| Share capital (in USD) | ||||||||||||||||
| Total number of authorized shares | ||||||||||||||||
| Total number of fully paid-in issued shares | ||||||||||||||||
| Total number of fully paid-in outstanding shares | ||||||||||||||||
| Total share capital (in USD) | ||||||||||||||||
Ordinary Shares
Each ordinary share confers upon the shareholder
the following rights: the right to attend any meeting of shareholders; the right to
F Shares
Each F share confers upon the shareholder the
following rights: the right to attend any meeting of shareholders; a number of votes per F share, on any matter that is submitted
to a vote of shareholders, that would cause the total votes of all F shares to equal
The F shares are subject to mandatory and automatic
redemption, in the event of a change of control (being the acquisition by any person or entity, alone or jointly, of more than
Equity transactions
At-the-Market Facility
On May 19, 2025, SEALSQ entered into an at-the-market
(“ATM”) equity offering program pursuant to which it may offer and sell ordinary shares having an aggregate offering price
of up to USD
During the six months ended June 30, 2026, the
Group did not sell any ordinary shares under the ATM program. As of June 30, 2026, approximately USD
Share Purchase Agreement with Several Institutional Investors signed in March 2026
On March 15, 2026, the Group entered into a Securities
Purchase Agreement (the “March 2026 SPA”) with several institutional investors in connection with a registered direct offering
led by Maxim Group LLC. Pursuant to the March 2026 SPA, the Group agreed to sell and issue
Each Pre-funded Warrant is exercisable for
F-29
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
The ordinary shares, Pre-funded Warrants, and Class E Warrants issued in connection with the March 2026 SPA were assessed as equity instruments and recorded within stockholders’ equity in accordance with ASC 480 and ASC 815. The gross proceeds from the transaction were allocated among the ordinary shares and the Pre-Funded Warrants and Class E Warrants based on their relative fair values at the issuance date, with the amounts allocated to ordinary shares recorded in the Common stock - Ordinary shares at par value and the excess credited to APIC, and the amounts allocated to the Pre-Funded Warrants and Class E Warrants recorded in APIC. The fair value of the ordinary shares was determined based on the quoted market price on the issuance date and the fair value of the Pre-Funded Warrants and Class E Warrants was estimated using a Black-Scholes option pricing model.
Issuance costs directly attributable to the transaction
of USD
Note 33. Revenue
Nature of goods and services
The Group generates revenues from the sale of semiconductors secure chips and from Digital Certificates, Software as a Service, Software license and Post-Contract Customer Support (PCS) for cybersecurity applications. Products and services are sold principally separately but may also be sold in bundled packages.
The Group also generates revenues by delivering custom ASIC (Application-Specific Integrated Circuit) design and development services during the pre-production phase, and by supplying manufactured ASIC chips during the production phase. These services and products are typically contracted separately but may also be bundled across multiple phases of the ASIC lifecycle.
For bundled packages, the Group accounts for individual products and services separately if they are distinct – i.e. if a product or service is separately identified from other items in the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available or estimated based on the Adjusted Market Assessment approach (e.g. licenses), or the Expected Cost-Plus Margin approach (e.g., PCS).
The following is a description of the principal activities from which the Group generates its revenue across all reportable segments.
| Product and services | Nature, timing of satisfaction of performance obligations and significant payment terms | |
| Semiconductors secure chips | Although they may be sold in connection with other services of the Group, they always represent distinct performance obligations.
The Group recognizes revenue when a customer takes possession of the chips, which usually occurs when the goods are delivered. Customers typically pay once goods are delivered. | |
| SaaS | The Group’s SaaS arrangements cover the provision of cloud-based certificates for authentication purposes such as Device Attestation Certificates (DACs) for MATTER Protocol, IoT Device-to-Cloud Authentication, or Device-to-Device Authentication. The Group recognizes revenue on a straight-line basis over the service period which is usually yearly renewable.
Where lifelong certificates are issued, the Group recognizes revenue when the certificate is delivered and usable by the customer.
Customers usually pay ahead of the service period; the paid amounts which have not yet been recognized as revenue are shown as deferred revenue on the balance sheet. | |
| Software and INeS Certificate Management Platform | The Group provides software for certificates life-cycle management and signing and authentication solutions through its INeS Certificate Management Platform. The Group recognizes revenue when the software has been delivered or the platform has been set up, and PCS revenue over the service period which is usually one-year renewable.
Customers pay upon delivery of the software or over the PCS. | |
| Implementation, integration and other services | The Group provides services to implement and integrate multi-element cybersecurity solutions. Most of the time the solution elements are off-the-shelve non-customized components which represent distinct performance obligations. Implementation and integration services are payable when rendered, while other revenue elements are payable and recognized as per their specific description in this section. | |
| ASIC Design | The services provided are structured into Work Packages (WPs), each representing a separate performance obligation. These could include services associated with the specification/ pre-study, design, prototyping or industrialization. Revenue is recognized over time using the cost-incurred method, as customers control the asset during development and the Group has a right to payment for performance to date. Payments are made progressively based on milestones and deliverables. | |
| ASIC Production | Each purchase order for ASIC chips represents a distinct performance obligation to provide the specified quantity and type of chips. Revenue is recognized at a point in time, specifically, when control of the chip transfers to the customer upon delivery. The Company acts as principal, managing the full production process including subcontractor coordination, quality assurance, and logistics. Customers typically pay once goods are delivered. |
F-30
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Disaggregation of revenue
The following table shows the Group’s revenues disaggregated by product or service type:
| Disaggregation of revenue | Typical payment | At a point in time | Over time | Total | ||||||||||||||||||||||
| Unaudited 6 months ended June 30, | ||||||||||||||||||||||||||
| USD’000 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Semiconductors Segment | ||||||||||||||||||||||||||
| Secure chips | Upon delivery | - | ||||||||||||||||||||||||
| Certificates | Upon issuance | |||||||||||||||||||||||||
| Total Semiconductors Segment | ||||||||||||||||||||||||||
| ASIC Segment | ||||||||||||||||||||||||||
| ASIC Design | Milestone based | - | - | - | - | |||||||||||||||||||||
| ASIC Production | Upon delivery | - | - | - | - | |||||||||||||||||||||
| Total ASIC Segment | - | - | - | |||||||||||||||||||||||
| Total Non-reportable Segment | - | - | - | |||||||||||||||||||||||
| Total Revenue | ||||||||||||||||||||||||||
For the six months ended June 30, 2026 and 2025, the Group recorded no revenues related to performance obligations satisfied in prior periods.
The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses:
| Net sales by region | Unaudited 6 months ended June 30, | |||||||
| USD’000 | 2026 | 2025 | ||||||
| Semiconductors Segment | ||||||||
| Europe, Middle East and Africa | ||||||||
| North America | ||||||||
| Asia Pacific | ||||||||
| Latin America | - | |||||||
| Total Semiconductors Segment revenue | ||||||||
| ASIC Segment | ||||||||
| Europe, Middle East and Africa | - | |||||||
| North America | - | |||||||
| Asia Pacific | - | |||||||
| Total ASIC Segment revenue | - | |||||||
| Total Non-reportable Segment revenue | - | |||||||
| Total net sales | ||||||||
F-31
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Contract assets, deferred revenue and contract liability
Our contract assets, deferred revenue and contract liability consist of:
| USD’000 | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Trade accounts receivable | ||||||||
| Trade accounts receivable – Semiconductors Segment | ||||||||
| Trade accounts receivable – ASIC Segment | ||||||||
| Trade accounts receivable – Non reportable Segment | ||||||||
| Total trade accounts receivable, net of allowance for credit losses | ||||||||
| Contract assets – ASIC Segment | - | |||||||
| Total contract assets | - | |||||||
| Customer contract liabilities – Semiconductors Segment | ||||||||
| Customer contract liabilities – ASIC Segment | ||||||||
| Total customer contract liabilities - current | ||||||||
| Deferred revenue | ||||||||
| Deferred revenue – Semiconductors Segment | ||||||||
| Deferred revenue – ASIC Segment | ||||||||
| Deferred revenue – Non reportable Segment | ||||||||
| Total deferred revenue | ||||||||
| Revenue recognized in the period from amounts included in the deferred revenue at the beginning of the period | ||||||||
Increases or decreases in trade accounts receivable, contract assets, deferred revenue and contract liabilities are primarily due to normal timing differences between our performance and customer payments.
Remaining performance obligations
As of June 30, 2026, approximately USD
| USD’000 | Total | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total remaining performance obligation | ||||
Note 34. Other operating income
Other operating income relates to:
| - | services provided to WISeKey in an amount of USD |
| - | services provided to SEALCOIN AG in an amount of USD |
Note 35. Stock-based compensation
Employee stock option plans
The F Share Option Plan (“FSOP”) and the Ordinary Share Option Plan (“OSOP”) were approved respectively on January 19, 2023, and September 15, 2023, by the Board of directors of SEALSQ.
Grants
In the six months ended June 30, 2026, the Group
granted a total of
The options granted consisted of:
| - |
| - |
| - |
F-32
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
The options granted were valued at grant date using the Black-Scholes model.
There was no grant of options on F Shares in the six months ended June 30, 2026.
Stock option charge to the income statement
The Group calculates the fair value of options granted by applying the Black-Scholes option pricing model, using the market price of an Ordinary Share of SEALSQ. Expected volatility is based on historical volatility of SEALSQ’s Ordinary Shares.
In the six months ended June 30, 2026, a total
charge of USD
An amount of USD
The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted:
| Assumption | June 30, 2026 | June 30, 2025 | ||||||
| Dividend yield | None | None | ||||||
| Risk-free interest rate used (average) | % | % | ||||||
| Expected market price volatility | % | % | ||||||
| Average remaining expected life of stock options on F Shares (years) | - | - | ||||||
| Average remaining expected life of stock options on Ordinary Shares (years) | ||||||||
The following table illustrates the development of the Group’s non-vested options for the six months ended June 30, 2026 and for the year 2025.
| Options on Ordinary shares | ||||||||
| Non-vested options | Number of shares under options | Weighted-average grant date fair value (USD) | ||||||
| Non-vested options as of December 31, 2024 | - | - | ||||||
| Granted | ||||||||
| Vested | ||||||||
| Non-vested forfeited or cancelled | - | - | ||||||
| Non-vested options as of December 31, 2025 | ||||||||
| Granted | ||||||||
| Vested | ||||||||
| Non-vested forfeited or cancelled | - | - | ||||||
| Non-vested options as of June 30, 2026 | ||||||||
| Options on F shares | ||||||||
| Non-vested options | Number of shares under options | Weighted-average grant date fair value (USD) | ||||||
| Non-vested options as of December 31, 2024 | - | - | ||||||
| Granted | - | - | ||||||
| Vested | - | - | ||||||
| Non-vested forfeited or cancelled | - | - | ||||||
| Non-vested options as of December 31, 2025 | - | - | ||||||
| Granted | - | - | ||||||
| Vested | - | - | ||||||
| Non-vested forfeited or cancelled | - | - | ||||||
| Non-vested options as of June 30, 2026 | - | - | ||||||
F-33
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
The following tables summarize the Group’s stock option activity for the six months ended June 30, 2026 and the year ended December 31, 2025.
| Options on Ordinary shares | SEAL Ordinary Shares under options | Weighted-average exercise price (USD) | Weighted average remaining contractual term (in years) | Aggregate intrinsic value (USD) | ||||||||||||
| Outstanding as of December 31, 2024 | ||||||||||||||||
| Of which vested | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised or converted | ( | ) | - | |||||||||||||
| Forfeited or cancelled | ( | ) | - | - | ||||||||||||
| Outstanding as of December 31, 2025 | ||||||||||||||||
| Of which vested | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised or converted | ( | ) | - | |||||||||||||
| Forfeited or cancelled | ( | ) | - | - | ||||||||||||
| Outstanding as of June 30, 2026 | ||||||||||||||||
| Of which vested | ||||||||||||||||
| Options on F shares | F shares under options | Weighted-average exercise price (USD) | Weighted average remaining contractual term (in years) | Aggregate intrinsic value (USD) | ||||||||||||
| Outstanding as of December 31, 2024 | - | - | - | - | ||||||||||||
| Of which vested | - | - | - | - | ||||||||||||
| Granted | - | - | - | - | ||||||||||||
| Exercised or converted | - | - | - | - | ||||||||||||
| Outstanding as of December 31, 2025 | - | - | - | - | ||||||||||||
| Of which vested | - | - | - | - | ||||||||||||
| Granted | - | - | - | - | ||||||||||||
| Exercised or converted | - | - | - | - | ||||||||||||
| Outstanding as of June 30, 2026 | - | - | - | - | ||||||||||||
| Of which vested | - | - | - | - | ||||||||||||
We note that
Summary of stock-based compensation expenses
| Stock-based compensation expenses | Unaudited 6 months ended June 30, | |||||||
| USD’000 | 2026 | 2025 | ||||||
| In relation to the Ordinary Share Option Plan | ||||||||
| In relation to the F Share Option Plan | - | - | ||||||
| Total | ||||||||
Stock-based compensation expenses are recorded under the following expense categories in the income statement.
| Stock-based compensation expenses | Unaudited 6 months ended June 30, | |||||||
| USD’000 | 2026 | 2025 | ||||||
| Research & development expenses | ||||||||
| Selling & marketing expenses | ||||||||
| General & administrative expenses | ||||||||
| Total | ||||||||
F-34
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Note 36. Non-operating income
Non-operating income consisted of the following:
| Unaudited 6 months ended June 30, | ||||||||
| USD’000 | 2026 | 2025 | ||||||
| Foreign exchange gain | ||||||||
| Gain on remeasurement of previously held equity interest | - | |||||||
| Realized gains on Investment | - | |||||||
| Unrealized gains on Investment | - | |||||||
| Financial income | - | |||||||
| Interest income | ||||||||
| Other | - | |||||||
| Total non-operating income | ||||||||
Note 37. Non-operating expenses
Non-operating expenses consisted of the following:
| Unaudited 6 months ended June 30, | ||||||||
| USD’000 | 2026 | 2025 | ||||||
| Foreign exchange losses | ||||||||
| Impairment loss on crypto assets | - | |||||||
| Loss on remeasurement of previously held equity interest | - | |||||||
| Derecognition of WECAN tokens upon consolidation of Wecan | - | |||||||
| Unrealized loss on investment | - | |||||||
| Financial charges | ||||||||
| Interest expense | ||||||||
| Other components of defined benefit plans | - | |||||||
| Other | - | |||||||
| Total non-operating expenses | ||||||||
Note 38. Segment reporting
The Group has
Following the acquisition of IC’Alps on August 4, 2025, the Group updated its reportable segments to reflect changes in its internal management reporting structure. Prior to the acquisition of IC’Alps, the Group’s operations were primarily composed of the Semiconductors business and corporate activities. Corporate activities are now included within “Other profit or loss.” Prior period segment information has been recast to conform to the current year presentation.
The Group’s Chief Executive Officer, who is the Chief Operating Decision Maker, evaluates segment performance and allocates resources based on net sales, gross profit (where applicable), and operating income or loss. In making these decisions, the Chief Operating Decision Maker considers budgets, budget-to-actual variances, and key operating metrics, and allocates resources, including employees, property, plant and equipment, and financial resources, across the reportable segments.
Both the Semiconductors and ASIC reportable segments are strategic business units that offer distinct products and services and are managed separately because they require dedicated resources and targeted marketing strategies. The Semiconductors segment encompasses the design, manufacturing, sales and distribution of high-end, Common Criteria EAL5+ & FIPS 140-3-certified secure microprocessors. The ASIC segment’s operations include a complete offering for Application Specific Integrated Circuits (ASIC) and Systems on Chip (SoC) development from circuit specification, mastering design in-house, up to qualification and the management of the entire production supply chain. The ASIC reportable segment did not exist prior to August 4, 2025, when SEALSQ acquired IC’Alps.
The accounting policies of the segments are consistent with those described in the summary of significant accounting policies of the Group. Segment operating income includes directly attributable revenues and expenses. “Other segment items” include corporate expenses and other non-operating items that are not allocated to the reportable segments.
The Group accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices.
F-35
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
| Unaudited 6 months ended June 30, | 2026 | 2025 | ||||||||||||||||||||||
| USD’000 | Semiconductors | ASIC | Total | Semiconductors | ASIC | Total | ||||||||||||||||||
| Revenues from external customers | - | |||||||||||||||||||||||
| Intersegment revenues | - | - | - | |||||||||||||||||||||
- | ||||||||||||||||||||||||
| Reconciliation of revenue | ||||||||||||||||||||||||
| Elimination of intersegment revenue | ( | ) | ( | ) | - | |||||||||||||||||||
| Other revenue2 | ||||||||||||||||||||||||
| Total consolidated revenue | ||||||||||||||||||||||||
| Less:1 | ||||||||||||||||||||||||
| Cost of revenue | - | |||||||||||||||||||||||
| Segment gross profit | - | |||||||||||||||||||||||
| Less:1 | ||||||||||||||||||||||||
| Total operating expenses | - | |||||||||||||||||||||||
| Other segment items (gain) / loss | ( | ) | - | |||||||||||||||||||||
| Segment profit / (loss) before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||||
| Reconciliation of profit or loss (segment profit/(loss)) | ||||||||||||||||||||||||
| Other profit or loss2 | ( | ) | ( | ) | ||||||||||||||||||||
| Elimination of intersegment profits | ( | ) | - | |||||||||||||||||||||
| Income / (loss) before income taxes | ( | ) | ( | ) | ||||||||||||||||||||
| Other segment disclosures | ||||||||||||||||||||||||
| Interest revenue | - | - | - | - | ||||||||||||||||||||
| Interest expense | - | |||||||||||||||||||||||
| Depreciation and amortization | - | |||||||||||||||||||||||
| Profit / (loss) from intersegment sales | - | - | - | - | ||||||||||||||||||||
| Income tax recovery / (expense) | - | - | - | - | ||||||||||||||||||||
| Segment assets | ||||||||||||||||||||||||
| (1) |
| (2) |
F-36
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Other segment items for each reportable segment are made up of non-operating expenses, including management expenses, foreign exchanges gains and losses, debt discount amortization and financing costs.
| Asset reconciliation | Unaudited 6 months ended June 30, | |||||||
| USD’000 | 2026 | 2025 | ||||||
| Total assets from reportable segments | ||||||||
| Other assets1 | ||||||||
| Elimination of intersegment receivables | ( | ) | ( | ) | ||||
| Elimination of intersegment investment and goodwill | ( | ) | ( | ) | ||||
| Consolidated total assets | ||||||||
| (1) |
Revenue and property, plant and equipment by geography
The following tables summarize geographic information for net sales based on the billing address of the customer, and for property, plant and equipment.
| Net sales by region | Unaudited 6 months ended June 30, | |||||||
| USD’000 | 2026 | 2025 | ||||||
| North America | ||||||||
| Europe, Middle East & Africa | ||||||||
| Asia Pacific | ||||||||
| Latin America | - | |||||||
| Total net sales | ||||||||
| Property, plant and equipment, net of depreciation, by region USD’000 | As of June 30, 2026 (unaudited) | As of December 31, 2025 | ||||||
| Europe, Middle East & Africa | ||||||||
| Total Property, plant and equipment, net of depreciation | ||||||||
F-37
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Note 39. Earnings / (loss) per share
The computation of basic and diluted net earnings / (loss) per share for the Group is as follows:
| Unaudited 6 months ended June 30, | ||||||||
| Earnings / (loss) per share | 2026 | 2025 | ||||||
| Net loss attributable to SEALSQ Corp (USD’000) | ( | ) | ( | ) | ||||
| Effect of potentially dilutive instruments on net earnings (USD’000) | n/a | n/a | ||||||
| Net loss after effect of potentially dilutive instruments attributable to SEALSQ Corp (USD’000) | ( | ) | ( | ) | ||||
| Ordinary Shares used in net earnings / (loss) per share computation: | ||||||||
| Weighted average shares outstanding - basic | ||||||||
| Effect of potentially dilutive equivalent shares | n/a | n/a | ||||||
| Weighted average shares outstanding - diluted | ||||||||
| Net loss per Ordinary Share | ||||||||
| Basic weighted average loss per share attributable to SEALSQ Corp (USD) | ( | ) | ( | ) | ||||
| Diluted weighted average loss per share attributable to SEALSQ Corp (USD) | ( | ) | ( | ) | ||||
| F Shares used in net earnings / (loss) per share computation: | ||||||||
| Weighted average shares outstanding - basic | ||||||||
| Effect of potentially dilutive equivalent shares | n/a | n/a | ||||||
| Weighted average shares outstanding - diluted | ||||||||
| Net loss per F Share | ||||||||
| Basic weighted average loss per share attributable to SEALSQ Corp (USD) | ( | ) | ( | ) | ||||
| Diluted weighted average loss per share attributable to SEALSQ Corp (USD) | ( | ) | ( | ) | ||||
Note 40. Legal proceedings
We are currently not party to any legal proceedings and claims that are not provided for in our financial statements.
Note 41. Related parties disclosure
Subsidiaries
As of June 30, 2026, the condensed consolidated financial statements of the Group include the entities listed in the following table:
| Group Company Name | Country of incorporation | Year of incorporation | Share Capital | % ownership as of June 30, 2026 | % ownership as of December 31, 2025 | Nature of business | ||||||||||||
| SEALSQ France SAS | France | 2010 | EUR | % | % | |||||||||||||
| SEALSQ Japan KK | Japan | 2017 | JPY | % | % | |||||||||||||
| SEALSQ France Taiwan Branch | Taiwan | 2017 | TWD | % | % | |||||||||||||
| SEALSQ USA Ltd | U.S.A. | 2024 | Nil | % | % | |||||||||||||
| IC’Alps SAS | France | 2018 | EUR | % | % | |||||||||||||
| Miraex SA | Switzerland | 2019 | CHF | % | - | |||||||||||||
| Wecan Group SA | Switzerland | 2017 | CHF | % | % | |||||||||||||
F-38
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Unconsolidated affiliates
| Company Name | % ownership as of June 30, 2026 | % ownership as of December 31, 2025 | Nature of relationship | |||||||
| Quantix Edge Security S.L. | % | % | ||||||||
| WISeSat.Space Corp | % | % | ||||||||
Related party transactions and balances
| Receivables as of | Payables as of | Net expenses to | Net income from | |||||||||||||||||||||||||||||||
| June 30, | December 31, | June 30, | December 31, | in the six months ended June 30, | in the six months ended June 30, | |||||||||||||||||||||||||||||
| Related Parties (in USD’000) | 2026 (unaudited) | 2025 | 2026 (unaudited) | 2025 | 2026 (unaudited) | 2025 (unaudited) | 2026 (unaudited) | 2025 (unaudited) | ||||||||||||||||||||||||||
| 1 | Carlos Moreira | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| 2 | John O’Hara | - | - | - | - | - | - | |||||||||||||||||||||||||||
| 3 | Ruma Bose | - | - | - | - | - | - | |||||||||||||||||||||||||||
| 4 | Cristina Dolan | - | - | - | - | - | - | |||||||||||||||||||||||||||
| 5 | David Fergusson | - | - | - | - | - | ||||||||||||||||||||||||||||
| 6 | Eric Pellaton | - | - | - | - | - | - | |||||||||||||||||||||||||||
| 7 | Peter Ward | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| 8 | Danil Kerimi | - | - | - | - | - | ||||||||||||||||||||||||||||
| 9 | Hossein Rahnama | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| 10 | Antoine Kohler | - | - | - | - | - | - | |||||||||||||||||||||||||||
| 11 | WISeKey International Holding AG | |||||||||||||||||||||||||||||||||
| 12 | WISeKey SA | - | - | |||||||||||||||||||||||||||||||
| 13 | WISeSat. Space AG | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| 14 | WISeCoin AG | - | - | - | - | |||||||||||||||||||||||||||||
| 15 | Wecan Group SA | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| 16 | SEALCOIN AG | - | - | - | - | |||||||||||||||||||||||||||||
| 17 | Quantix Edge Security SL | - | - | - | - | - | - | |||||||||||||||||||||||||||
| 18 | Quobly SAS | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| 19 | Related parties of Carlos Moreira | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||
| 1. | Carlos Moreira is a member of the Board and the CEO of SEALSQ Corp. |
| 2. | John O’Hara is a member of the Board and the CFO of SEALSQ
Corp. A short-term payable to John O’Hara in an amount of USD |
| 3. | Ruma Bose is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended June 30, 2026, relate to her Board fee. |
F-39
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
| 4. | Cristina Dolan is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended June 30, 2026, relate to her Board fee. |
| 5. | David Fergusson is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended June 30, 2026, relate to his Board fee. |
| 6. | Eric Pellaton is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended relate to his Board fee. |
| 7. | Peter Ward is a member of the board of directors of SEALSQ Corp and was the CFO of the Group until January 2024. |
| 8. | Danil Kerimi is a former member of the board of directors of SEALSQ Corp. |
| 9. | Hossein Rahnama is a member of the board of directors of SEALSQ Corp. |
| 10. | Antoine Kohler is a member of the board of directors of Wecan Group SA, subsidiary of the SEALSQ Group. The expenses recorded in the income statement in the six months ended, and the payable balance as of June 30, 2026, relate to his Board fee. |
| 11. | WISeKey International Holding AG has a controlling interest in the SEALSQ Group. WISeKey and its affiliates provide financing and management services, including, but not limited to, sales and marketing, accounting, taxation, business and strategy consulting, marketing, risk management and information technology. These services are centrally recharged by WISeKey International Holding AG. The expenses in relation to WISeKey International Holding AG recorded in the income statement in the six months to June 30, 2026, and the payable balance as of June 30, 2026, relate to interest and the recharge of management services. |
SEALSQ provides financing and management services, including, but not limited to, sales and marketing, accounting, finance, legal, taxation, business and strategy consulting, public relations, marketing, risk management and information technology and general management. The income in relation to WISeKey International Holding AG recorded in the income statement in the six months to June 30, 2026, relates to the recharge of management services and the receivable balance as of June 30, 2026, relates to the transfer of the pension liability for employees transferred from WISeKey to SEALSQ, the recharge of management services and advances.
| 12. | WISeKey SA is part of the group headed by WISeKey International Holding AG (the “WISeKey Group”) and employs supporting staff who work for the SEALSQ Group. The expenses in relation to WISeKey SA recorded in the income statement in the six months to June 30, 2026, and the payable balance as of June 30, 2026, relates to the recharge of employee costs and management services. The payable balance as of June 30, 2026, relates to the transfer of the pension liability for employees transferred from WISeKey SA to SEALSQ, the recharge of management services. |
| 13. | WISeSat.Space AG is part of the WISeKey Group. The receivable balance in relation to WISeSat.Space AG as of June 30, 2026, relate to the transfer of electronic equipment. |
| 14. | WISeCoin AG is part of the WISeKey Group. The expenses in relation to WISeCoin AG recorded in the income statement in the six months ended June 30, 2026, and the payable balance as of, June 30, 2026, relates to the outstanding loan and accrued interest. |
| 15. | Wecan Group SA became a consolidated subsidiary of SEALSQ Corp on June 1, 2026. The income recognized during the five months ended May 31, 2026 relates to services provided to SEALSQ under the token services agreement dated June 28, 2025, which was satisfied on May 31, 2026. |
| 16. | SEALCOIN AG is part of the WISeKey Group. The income in relation to SEALCOIN AG recorded in the income statement in the six months ended, and the receivable balance as of June 30, 2026, relates to services provided by SEALSQ. |
| 17. | Quantix Edge Security S.L. is an equity method investee of the SEALSQ Group. The income recognized during the six months ended June 30, 2026, and the receivable balance as of June 30, 2026, relate to services provided by SEALSQ to Quantix under a statement of work. |
| 18. | Quobly is an unconsolidated related party affiliate of the SEALSQ
Group. The receivable balance as of June 30, 2026, relates to a EUR |
| 19. | Three immediate family members of Carlos Moreira were employed
by SEALSQ Corp in 2026. In line with ASC 850-10-50-5, transactions involving related parties cannot be presumed to be carried out
on an arm’s length basis. The aggregate employment remuneration of these three immediate family members amounted to CHF |
F-40
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Note 42. Subsequent events
OSOP Exercise
After June 30, 2026, under the Rule 10b5-1 trading
plan set up by the SEALSQ Group,
WISeSat.Space Subscription Agreement and De-SPAC Timeline Extension
On August 6, 2026, the Group entered into a Subscription
Agreement with WISeSat.Space Holdings Corp., the entity that will become the publicly listed parent of WISeSat.Space Corp. upon completion
of its previously announced business combination with Columbus Acquisition Corp. (Nasdaq: COLA), under which the Group committed to purchase
USD
Note 43. Impacts of ongoing conflicts and regulatory changes
Impacts of the war in Ukraine
Following the outbreak of the war in Ukraine in late February 2022, several countries imposed sanctions on Russia, Belarus and certain regions in Ukraine. There has been an abrupt change in the geopolitical situation, with significant uncertainty about the duration of the conflict, changing scope of sanctions and retaliation actions including new laws.
The SEALSQ group does not have any operation or customer in Russia, Belarus or Ukraine, and, as such, does not foresee any direct impact of the war on its operations. However, the war has also contributed to an increase in volatility in currency markets, energy prices, raw materials and other input costs, which may impact the Group’s supply chain in the future.
As of June 30, 2026, SEALSQ assessed the consequences of the war for its financial disclosures, including impacts on key judgments and significant estimates, and concluded that no changes were required. SEALSQ will continue to monitor these areas of increased risk for material changes.
Impacts of the Israel–Hamas and U.S./Israel–Iran conflicts
Israel’s declaration of war on Hamas in October 2023 has degraded the geopolitical environment in the region and created uncertainty. On February 28, 2026, the U.S. and Israel launched coordinated strikes against Iran: Iran’s retaliation attacks expanded the conflict beyond just Iran and Israel and have threatened some commercial routes, especially traffic through the Strait of Hormuz.
The SEALSQ group does not have any operation or customer in that region, and, as such, does not foresee any direct impact of these conflicts on its operations. SEALSQ’s supply chain is not dependent on commercial routes through and around the Strait of Hormuz. However, depending on their duration and intensity, these conflicts may adversely affect the global economy, financial markets and the Group’s supply chain in the future.
As of June 30, 2026, and as of the filing date, SEALSQ assessed the consequences of the war for its financial disclosures and considered the impacts on key judgments and significant estimates, and concluded that no changes were required. SEALSQ will continue to monitor these areas of increased risk for material changes.
F-41
| SEALSQ Corp | Consolidated Financial Statements as of June 30, 2026 |
Our business could suffer as a result of tariffs and trade sanctions or similar actions
The imposition by the United States of tariffs, sanctions or other restrictions on goods exported from the United States or imported into the United States, or countermeasures imposed in response to such government actions, could adversely affect our operations or our ability to sell our products globally, which could adversely affect our operating results and financial condition. Over the course of 2025 and 2026, U.S. tariff policy has continued to escalate and has proven highly volatile: the U.S. government has imposed a series of new tariffs on goods imported into the United States, courts have invalidated several of them, the administration has responded with successive replacement measures, and non-U.S. governments have responded with their own countermeasures, export controls, and legal challenges.
For example, in January 2026, the United States imposed a 25% tariff under Section 232 of the Trade Expansion Act of 1962 on imports of certain high-performance semiconductor products and derivative parts meeting specified computing-performance and memory-bandwidth thresholds (a category most associated with advanced graphics processing units and AI accelerators), subject to a number of end-use exemptions, including for U.S. data center, research and development, startup, consumer-electronics, industrial, and public-sector uses. This tariff is narrower in scope than the tariff on “all semiconductor chips” the administration had initially proposed in February 2025, but the U.S. Department of Commerce has reserved the right to broaden its scope to additional semiconductor categories following a mid-2026 review. Separately, in February 2026, the U.S. Supreme Court held that the International Emergency Economic Powers Act does not authorize the broad “reciprocal” tariffs the administration had imposed on imports from most U.S. trading partners, and those tariffs have since been invalidated. The administration responded by imposing a new 10% tariff under Section 122 of the Trade Act of 1974 on substantially all imports, which a U.S. trade court likewise found to exceed the government’s statutory authority in May 2026; that tariff expired by its own statutory time limit in July 2026 and has since been followed by new Section 301 tariff actions tied to separate manufacturing-overcapacity and forced-labor investigations covering dozens of countries. As a result of this rapid succession of new tariffs, court rulings, and replacement measures, the future of U.S. tariff policy, and the possibility of further new tariffs and countermeasures, remains highly uncertain.
Although a large amount of our supply chain does not currently directly import products to the United States as we supply to contract manufacturers outside the United States, there is a possibility that any future tariffs may still impact upon our ability to sell our products and to remain competitive in the market. Such escalations in these trade measures may directly impair our business by increasing trade-related costs or disrupting established supply chains and may indirectly impair our business by causing a negative effect on global economic conditions and financial markets. The ultimate impact of these trade measures is uncertain and may be affected by various factors, including whether and when such trade measures are implemented, the timing when such measures may become effective, and the amount, scope, or nature of such trade measures.
As of June 30, 2026, SEALSQ assessed the impact of these uncertainties for its financial disclosures and considered the impacts on key judgments and significant estimates, and concluded that no changes were required. SEALSQ will continue to monitor these areas of increased risk for material changes.
F-42