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 October 2026
Commission File Number:
001-41709
SEALSQ CORP
(Exact
Name of Registrant as Specified in Charter)
N/A
(Translation of Registrant’s
name into English)
| British Virgin Islands |
|
Avenue Louis-Casaï 58 1216 Cointrin, Switzerland |
|
Not Applicable |
(State or other jurisdiction of
incorporation
or organization) |
|
(Address of principal executive office) |
|
(I.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
On October 26, 2026, SEALSQ Corp (“SEALSQ”
or the “Company”) entered into a letter of intent (the “LOI”) with WISeSat.Space AG, a subsidiary of WISeSat.Space
Holdings Corp. (Nasdaq: SAIQ) (“WISeSat.Space”). Under the LOI, SEALSQ would acquire satellite capacity associated with twelve
(12) WISeSat.Space satellites, together with access to related mission control, ground segment and operational support services (the “Proposed
Transaction”). The consideration for the Proposed Transaction is approximately $15 million, subject to payment terms and delivery
milestones to be agreed in a definitive agreement.
Under the operating model contemplated by the
LOI:
| ● | WISeSat.Space would supply and launch the satellites, provide
access to the initial constellation, and operate the ground station, mission control and associated infrastructure. |
| ● | SEALSQ would develop and commercialize a security-services
layer for the Company’s planned Quantum Spatial Orbital Cloud (“QSOC”) platform. |
The Proposed
Transaction is subject to the negotiation and execution of definitive agreements and board approvals. There can be no assurance that definitive
agreements will be entered into or that the Proposed Transaction will be completed on the terms described above or at all.
Deployment of individual capabilities and the start of customer services will depend on technical qualification, infrastructure
readiness, regulatory authorizations and customer requirements.
The Proposed Transaction is a related-party transaction.
SEALSQ and WISeSat.Space are affiliates. Each is a subsidiary of WISeQey Corp. (“WISeQey”). Carlos Moreira serves as Chief
Executive Officer of each of WISeQey, SEALSQ and WISeSat.Space. Because of these relationships, Mr. Moreira and WISeQey may have interests
in the Proposed Transaction that differ from, or are in addition to, those of SEALSQ’s other shareholders.
Cautionary Note Regarding Forward-Looking Statements
This Form 6-K, including its attached Exhibit
99.1 and Exhibit 99.2, includes “forward-looking statements” with respect to SEALSQ. The expectations, estimates, and projections
of the business of SEALSQ may differ from its actual results and consequently, you should not rely on these forward-looking statements
as predictions of future events. Words such as “expect,” “estimate,” “anticipate,” “intend,”
“may,” “will,” “could,” “should,” “potential,” “plan” and similar
expressions are intended to identify such forward-looking statements. Actual results may differ materially and adversely from those expressed
or implied in any forward-looking statements of SEALSQ. SEALSQ therefore cautions against placing undue reliance on any of these forward-looking
statements. Many of these factors are outside of the control of SEALSQ and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) statements to occur in the future regarding the LOI, its proposed transactions and its timing and
anticipated revenues and costs; (2) the supply, launch and operation of satellites and related infrastructure available to SEALSQ; (3)
planned security capabilities and subscription-based services of SEALSQ; (4) references with respect to the anticipated benefits of the
Proposed Transaction, entry into the proposed definitive agreement relating to the Proposed Transaction and any projected revenue to or
future financial performance of SEALSQ; (5) SEALSQ’s ability to scale and grow its business, including through the use of the satellite
capacity and services acquired in the Proposed Transaction, and the advantages and expected growth of SEALSQ, including statements regarding
estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (6) the ability
to recognize the anticipated benefits of the Proposed Transaction, which may be affected by, among other things, competition, the ability
of SEALSQ to grow and manage growth profitably, enter into relevant contracts and source and retain their key employees; (7) costs related
to the Proposed Transaction, including SEALSQ’s ability to fund the consideration payable under the Proposed Transaction; (8) changes
in applicable laws and regulations or political and economic developments; (9) the possibility that SEALSQ may be adversely affected by
other economic, business and/or competitive factors; (10) the estimates of expenses and profitability of SEALSQ; (11) operations of SEALSQ
and their ability to implement business plans, forecasts and other expectations; (12) SEALSQ’s participation in deployment of satellites;
(13) SEALSQ’s participation in programs of suppliers including the quantum space orbital cloud program and its related development
and commercialization; and (14) other risks and uncertainties included or referenced in the “Risk Factors” sections
of the Annual Report on Form 20-F filed by SEALSQ on March 31, 2026 with the U.S. Securities and Exchange Commission (“SEC”),
and other documents filed or to be filed with the SEC by SEALSQ. The foregoing list of factors is not exclusive. You should not place
undue reliance upon any forward-looking statements, which speak only as of the date made. SEALSQ neither undertakes nor accepts any obligation
or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations
or any change in events, conditions, or circumstances on which any such statement is based, except as required by law.
Incorporation by Reference
The information contained in this Report on Form
6-K, excluding Exhibit 99.1, is hereby incorporated by reference into (i) the registration statement on Form F-3 of the Company (File
No. 333-286098), as supplemented by the registration statement on Form F-3 filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (File No. 333-290874), (ii) the registration statement on Form F-3 of the Company (File No. 333-290963), as amended, and (iii)
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 |
|
Press release of SEALSQ Corp issued on October 26, 2026 |
| 99.2 |
|
Letter of Intent, dated October 26, 2026, between SEALSQ Corp and WISeSat.Space AG |
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: October 27, 2026 |
SEALSQ CORP |
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|
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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 |
Exhibit 99.1

SEALSQ Announces Intent to Acquire Capacity
and Operational Services Associated with 12
WISeSat.Space Satellites for QSOC
Binding Letter of
Intent establishes the initial space and ground infrastructure for QSOC in a
transaction estimated to be worth $15 million over the next
18 months, building on recent
$10 million PIPE made in WISeSat.Space
Geneva, Switzerland /
New York, United States — October 26, 2026 — SEALSQ Corp (NASDAQ: LAES) (“SEALSQ”), a developer of semiconductor,
Public Key Infrastructure (“PKI”) and post-quantum security technologies, together with its sister company, WISeSat.Space
Holdings Corp. (NASDAQ: SAIQ) (“WISeSat.Space”), today announced the signing of a binding letter of intent contemplating SEALSQ’s
acquisition of satellite capacity associated with twelve (12) WISeSat.Space satellites, together with access to related mission control,
ground segment, and operational support services. The proposed transaction, involving consideration of approximately $15 million is intended
to support space-to-device communications and secured transactions for the development of the Quantum Spatial Orbital Cloud (“QSOC”).
The letter of intent
represents a milestone in the companies’ strategy to combine secure semiconductors, trusted digital identity and satellite connectivity
into sovereign orbital infrastructure.
For SEALSQ, the letter
of intent provides the initial infrastructure needed to extend its semiconductor security, digital identity and cryptographic-key management
technologies into space-enabled services. SEALSQ intends to develop and commercialize QSOC’s security-services layer, creating a
potential source of recurring subscription revenue from government and enterprise customers.
First 12 Satellites
and Ground Station to Establish Initial QSOC Infrastructure
The letter of intent
covers capacity associated with an initial fleet of 12 satellites, together with mission control, ground segment and operational support
services, providing the orbital and terrestrial infrastructure needed to support QSOC’s development.
The ground station is
intended to connect the satellite network with terrestrial systems, supporting communications, secure data exchange and integration with
SEALSQ’s planned security services. Together, the satellites and ground station would support the integrating semiconductor security,
digital identity and cryptographic-key management across the network.
The proposed transaction
aligns WISeSat.Space’s infrastructure development with SEALSQ’s strategy to extend its security technologies into space-enabled
services.
Developing a Sovereign
Orbital Trust Platform
QSOC is intended to combine
WISeSat.Space’s satellite infrastructure with SEALSQ’s semiconductor security, PKI and identity technologies. Planned services
include:
| ● | Post-quantum-secured satellite communications. |
| ● | Trusted identity and authentication for connected devices. |
| ● | Secure cryptographic-key provisioning and lifecycle management. |
| ● | Access to quantum-generated randomness. |
| ● | Secure data exchange between orbital and terrestrial systems. |
Under the proposed operating
model, WISeSat.Space would be responsible for the supply and launch of the satellites, for providing access to the initial constellation,
and for operating the ground station, mission control and associated infrastructure, while SEALSQ would develop and commercialize the
security-services layer. The objective is to offer subscription-based services to governments, financial institutions, defense organizations
and critical-infrastructure operators.
Bringing Semiconductor
Trust into Space
Carlos Moreira, Chairman
and CEO of SEALSQ and WISeSat.Space, commented: “This letter of intent is a concrete step towards moving QSOC from vision into infrastructure.
The initial 12 satellites, together with mission control, ground infrastructure and operational support, are intended to provide the foundation
on which QSOC’s services can be developed.
“Our goal is to
extend trust from the semiconductor to the satellite, through the ground station and ultimately to the organizations and devices using
the network. Sovereignty requires control over identity, cryptographic keys and the systems that authorize access to data. Through QSOC,
we aim to bring these capabilities together across terrestrial and orbital infrastructure, supported by rigorous technical validation.”
John O’Hara, CFO
of SEALSQ, commented: “This letter of intent is aimed at extending SEALSQ’s semiconductor security, digital identity and cryptographic-key
management technologies into space-enabled services. By securing access to the initial satellite and ground and operational infrastructure
for QSOC, we are laying the foundation for a subscription-based security offering that could complement our semiconductor business and
create a new source of recurring revenue. Our focus is on disciplined capital deployment, aligning further investment with technical validation
and customer demand to build long-term value for SEALSQ shareholders.”
Commercial Development
and Deployment Roadmap
The initial 12-satellite
constellation and ground-station aims to establish a defined commercial foundation for QSOC. The companies intend to progressively integrate
and validate the technologies required to deliver their planned services.
Deployment of individual
capabilities and commencement of customer services will depend on technical qualification, infrastructure readiness, regulatory authorizations
and customer requirements.
The broader QSOC roadmap
envisages progressive deployment of up to 100 satellites through 2033. Expansion remains subject to financing, technical validation, regulatory
approvals, launch availability and commercial agreements.
The collaboration creates
a potential route for SEALSQ to extend its semiconductor and trusted-identity technologies into space-enabled services, while supporting
WISeSat.Space’s development of secure communications infrastructure.
About WISeSat.Space
WISeSat.Space Holdings Corp. (Nasdaq: SAIQ) is
a space technology company focused on secure satellite communications and related space infrastructure. Its approach combines satellite
infrastructure with cybersecurity and digital identity technologies to support trusted communications between connected devices and ground-based
systems. WISeSat.Space intends to provide satellite capacity and related space and ground infrastructure that may support SEALSQ’s
planned QSOC roadmap. Visit wisesat.space.
About SEALSQ:
SEALSQ is a leading innovator in Post-Quantum
Technology hardware and software solutions. Our technology seamlessly integrates Semiconductors, PKI (Public Key Infrastructure), and
Provisioning Services, with a strategic emphasis on developing state-of-the-art Quantum Resistant Cryptography and Semiconductors designed
to address the urgent security challenges posed by quantum computing. As quantum computers advance, traditional cryptographic methods
like RSA and Elliptic Curve Cryptography (ECC) are increasingly vulnerable.
SEALSQ is pioneering the development of Post-Quantum
Semiconductors that provide robust, future-proof protection for sensitive data across a wide range of applications, including Multi-Factor
Authentication tokens, Smart Energy, Medical and Healthcare Systems, Defense, IT Network Infrastructure, Automotive, and Industrial Automation
and Control Systems. By embedding Post-Quantum Cryptography into our semiconductor solutions, SEALSQ ensures that organizations stay protected
against quantum threats. Our products are engineered to safeguard critical systems, enhancing resilience and security across diverse industries.
For more information on our Post-Quantum Semiconductors
and security solutions, please visit www.sealsq.com.
Forward-Looking Statements
This communication expressly
or implicitly contains certain forward-looking statements concerning SEALSQ Corp and its businesses. Forward-looking statements include
statements regarding our business strategy, financial performance, results of operations, market data, events or developments that we
expect or anticipate will occur in the future, as well as any other statements which are not historical facts. Although we believe that
the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove
to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which
are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ
materially from those expressed or implied by such forward-looking statements. Important factors that, in our view, could cause actual
results to differ materially from those discussed in the forward-looking statements include the closing of the definitive agreements;
the proposed transaction’s ability to further SEALSQ’s strategic intention to extend its semiconductor security, digital identity
and cryptographic-key management technologies into space-enabled services; SEALSQ’s ability to develop and commercialize QSOC’s
security-services layer; SEALSQ’s ability to create a source of recurring subscription revenue from the QSOC; SEALSQ’s ability
to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor
industry conditions; and the risks discussed in SEALSQ’s filings with the SEC. Risks and uncertainties are further described in
reports filed by SEALSQ with the SEC.
SEALSQ Corp is providing
this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new
information, future events or otherwise.
SEALSQ Corp.
Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
info@sealsq.com |
SEALSQ Investor Relations (US)
The Equity Group Inc.
Lena Cati
Tel: +1 212 836-9611
Lena.cati@theequitygroup.com |
Exhibit 99.2
LETTER OF INTENT
This letter of intent, dated
October 26, 2026 (the “Letter”) is intended to summarize the principal terms of a possible acquisition (the “Transaction”)
by SEALSQ Corp (“Buyer”) of satellite capacity from WISeSat.Space AG (“Seller”). Buyer and Seller
are referred to collectively as the “Parties.”
1. Acquisition
of Satellite Operations and Financial Consideration.
(a) Subject
to the satisfaction of the conditions described in this Letter, Buyer agrees to acquire from Seller satellite capacity associated with
twelve (12) satellites, together with access to related mission control, ground segment, and operational support services intended to
support space-to-device communications and secured transactions (the “Satellite Operations”), for a financial consideration
set forth in Section 1(b) of this Letter.
(b) The
financial consideration for the Satellite Operations would be approximately $15,000,000 (the “Consideration”) in accordance
with the payment terms and delivery milestones to be agreed in a definitive agreement to be entered into between Buyer and Seller (the
“Definitive Agreement”).
2. Proposed
Definitive Agreement. As soon as reasonably practicable after the execution of this Letter, the Parties shall commence to negotiate
the Definitive Agreement relating to Buyer’s acquisition of the Satellite Operations. The Definitive Agreement would include the
terms summarized in this Letter and such other representations, warranties, conditions, covenants, indemnities, and other terms that are
customary for transactions of this kind and are not inconsistent with this Letter.
3. Conditions.
Buyer’s obligation to close the proposed Transaction will be subject to (i) the Parties’ execution of the Definitive Agreement
and (ii) the Board of Directors of Buyer and Seller approving the Transaction.
4. Exclusivity.
Seller agrees that until such time as this Letter has terminated in accordance with the provisions of paragraph 5 (such period, the “Exclusivity
Period”), neither it nor any of its representatives, officers, employees, directors, agents, stockholders, subsidiaries or affiliates
(collectively, the “Seller Group”) shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly,
any proposal or offer from any person or group of persons (including members of the Seller Group) other than Buyer and its affiliates
(an “Acquisition Proposal”) to acquire all or any portion of the Satellite Operations contemplated under this Letter,
or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Transaction with
Buyer. Seller agrees to immediately notify Buyer if any member of the Seller Group receives any indications of interest, requests for
information or offers in respect of an Acquisition Proposal, and will communicate to Buyer in reasonable detail the terms of any such
indication, request or offer, and will provide Buyer with copies of all written communications relating to any such indication, request
or offer. Immediately upon execution of this Letter, Seller shall, and shall cause the Seller Group to, terminate any and all existing
discussions or negotiations with any person or group of persons other than Buyer and its affiliates regarding an Acquisition Proposal.
Seller represents that no member of the Seller Group is party to or bound by any agreement with respect to an Acquisition Proposal other
than under this Letter.
For the avoidance of doubt,
this paragraph shall not restrict Seller’s ability to pursue satellite procurement, supplier selection, infrastructure development
or other commercial arrangements that do not conflict with the Transaction contemplated by this Letter.
5. Termination.
This letter will automatically terminate and be of no further force and effect upon the earlier of (i) execution of the Definitive Agreement
by Buyer and Seller, (ii) mutual agreement of Buyer and Seller, and (iii) December 31, 2026 in the event a Definitive Agreement is not
entered into by such date (unless such date is otherwise extended in writing by agreement of Buyer and Seller). Notwithstanding anything
in the previous sentence, this paragraph, paragraphs 6, 7, 8 and 9 shall survive the termination of this Letter and the termination of
this Letter shall not affect any rights any Party has with respect to the breach of this Letter by another Party prior to such termination.
6. GOVERNING
LAW. THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH INTERNAL LAWS OF SWITZERLAND, WITHOUT GIVING EFFECT TO ANY
CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THOSE OF SWITZERLAND.
7. No
Third Party Beneficiaries. Except as specifically set forth or referred to herein, nothing herein is intended or shall be construed
to confer upon any person or entity other than the Parties and their successors or assigns, any rights or remedies under or by reason
of this Letter. Notwithstanding the foregoing, each of WISeSat.Space Holdings Corp. and its subsidiaries shall be an express third party
beneficiary to the rights and remedies of Seller under this Letter.
8. Expenses.
The Parties will each pay their own transaction expenses, including the fees and expenses of investment bankers and other advisors, incurred
in connection with the proposed Transaction.
9. Miscellaneous.
This Letter constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior
oral or written proposals, understandings, and communications relating thereto. No amendment to this Letter shall be effective unless
in writing and signed by both Parties. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right preclude any further exercise thereof. This Letter may be executed by electronic
signature.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the Parties have executed this Letter as
of the date first above written.
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SEALSQ Corp |
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|
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By: |
/s/ Carlos Moreira |
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Name: |
Carlos Moreira |
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Title: |
Chief Executive Officer |
| WISeSat.Space AG |
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| By: |
/s/ Gwenael Rouy-Poirier |
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| Name: |
Gwenael Rouy-Poirier |
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| Title: |
Chief Financial Officer |
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