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 February 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 |
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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
On February 20, 2026,
SEALSQ Corp ("SEALSQ" or the “Company”) announced that it and Quobly SAS, a leading
French technology company pioneering the development of silicon-based quantum computers (“Quobly”), have mutually agreed to
halt discussions regarding a potential majority investment or acquisition of Quobly by SEALSQ and will instead explore the possibility
of a minority investment, to be discussed once Quobly launches its Series A financing round.
This decision reflects
the parties’ shared preference for a minority investment structure that is better aligned with the current pace of quantum computing
investments in France.
The companies will continue
the technical and industrial collaboration announced in November 2025, with a focus on the convergence of secure semiconductor technologies
and scalable quantum architectures.
Forward-Looking Statements
This Current Report on Form 6-K expressly or implicitly contains certain
forward-looking statements concerning SEALSQ and its businesses. Forward-looking statements include, without limitation, statements regarding:
(i) the parties’ plans to explore a potential minority investment, including the timing, structure, and terms of any such transaction;
(ii) the anticipated launch, progress, and outcome of Quobly’s potential Series A financing round; and (iii) the scope, focus, expected
benefits, and anticipated results of the companies’ ongoing technical and industrial collaboration, including on the convergence
of secure semiconductor technologies and scalable quantum architectures.
Forward-looking statements are based on current expectations, estimates,
projections, and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those
expressed or implied. Important factors that could cause actual results to differ materially include, among others, the parties’
ability to reach agreement on definitive terms; the occurrence, timing, and success of Quobly’s Series A financing; market conditions
in the semiconductor and quantum computing industries; technical, manufacturing, and integration challenges; changes in applicable laws
and regulations (including in France and the United States); the need for, timing of, and outcome of any required regulatory or other
approvals; the availability of strategic and financial resources; the protection and enforcement of intellectual property; competitive
developments; macroeconomic and geopolitical conditions; and the risk that collaborative activities do not achieve expected outcomes on
anticipated timelines or at all. Risks and uncertainties are further described in reports filed by SEALSQ with the SEC. SEALSQ is providing
this Current Report on Form 6-K 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.
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.
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: February 23, 2026 |
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 |
