UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM 6-K
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
For the month of September 2025
Commission File Number: 001-41709
SEALSQ
CORP
(Exact Name of
Registrant as Specified in Charter)
N/A
(Translation
of Registrant’s name into English)
British Virgin Islands |
Avenue
Louis-Casaï 58
1216 Cointrin,
Switzerland |
Not Applicable |
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(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
Exhibit 99.2 to this Report on Form 6-K, except for Sections 1.1, 1.2, 2.2.3, 2.2.4, 2.3.1, and 2.4, is hereby incorporated by
reference into the registration statement on Form F-3 of the Company (File No. 333-286098), 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of the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the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.
The information contained in
Exhibit 99.3 to this Report on Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 of the
Company (File No. 333-286098), 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superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the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.
Exhibit
No. |
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Description |
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99.1 |
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Press release issued on September 9, 2025. |
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99.2 |
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Half Year Report of SEALSQ Corp including Management’s Discussion and Analysis of Financial Condition and Results of Operations, issued on September 9, 2025. |
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99.3 |
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Condensed Consolidated Financial Statements of SEALSQ Corp as at June 30, 2025. |
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 9, 2025 |
SEALSQ CORP |
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By: |
/s/ Carlos Moreira |
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Name: Carlos Moreira |
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Title: Chief Executive Officer |
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By: |
/s/ John O’Hara |
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Name: John O’Hara |
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Title: Chief Financial Officer |