SEALSQ Corp (NASDAQ: LAES) takes minority stake in Quobly quantum venture

Rhea-AI Filing Summary

SEALSQ Corp has completed a strategic minority investment in French quantum computing company Quobly SAS. Under a Series A Investment Agreement, SEALSQ subscribed for Series A preferred shares with attached broad-based anti-dilution ratchet warrants for a total of EUR 14,999,400, subject to conditions precedent that were satisfied before closing on June 2, 2026.

The ratchet warrants allow an adjustment of SEALSQ’s subscription price to match the average price of future Quobly share issuances over four years if they are sold below the original Series A price. SEALSQ and two other investors each obtained the right to appoint one member to Quobly’s supervisory board, and SEALSQ appointed its CEO, Carlos Moreira. Any two investor board members can jointly veto key corporate actions such as bylaw changes, mergers, major reorganizations, or new securities issuances.

Insights

Cross-border tech M&A analyst

SEALSQ makes a sizable, structured bet on early-stage quantum computing.

SEALSQ is investing EUR 14,999,400 into Quobly SAS, a quantum computing developer focused on spin qubits using semiconductor technologies. The use of Series A preferred shares plus broad-based anti-dilution ratchet warrants gives SEALSQ downside protection if Quobly later issues shares at lower prices.

The ratchet applies to shares issued under the current agreement and during the four years after the Series A issuance, but only when new shares are priced below the Series A level. This structure can limit dilution of SEALSQ’s economic interest while preserving Quobly’s ability to raise additional capital.

Governance rights are notable: SEALSQ and two other investors each get a supervisory board seat, and any two investor members may veto major corporate decisions, including bylaw amendments, mergers, material reorganizations, and new security issuances. These rights give SEALSQ meaningful influence over Quobly’s strategic direction, although ultimate outcomes will depend on Quobly’s execution and future financing decisions.

Key Figures

Quobly investment amount: EUR 14,999,400 Investment closing date: June 2, 2026 Ratchet protection period: 4 years +2 more

5 metrics

Quobly investment amount EUR 14,999,400 Aggregate Series A investment by SEALSQ in Quobly SAS

Investment closing date June 2, 2026 Closing date of SEALSQ’s minority investment in Quobly

Ratchet protection period 4 years Duration after Series A issuance during which ratchet may adjust price

Investor board seats 3 seats SEALSQ and two other investors each appoint one supervisory board member

Veto requirement Any 2 investor members Number of investor board members needed to veto key Quobly decisions

Key Terms

Series A Investment Agreement, broad-based anti-dilution ratchet warrants, Series A preferred shares, supervisory board, +1 more

5 terms

Series A Investment Agreement financial

"SEALSQ Corp entered into a Series A Investment Agreement to acquire a minority interest in Quobly"

broad-based anti-dilution ratchet warrants financial

"Series A preferred shares of Quobly with attached broad-based anti-dilution ratchet warrants for an aggregate investment amount"

Series A preferred shares financial

"SEALSQ subscribed for Series A preferred shares of Quobly with attached broad-based anti-dilution ratchet warrants"

Series A preferred shares are an early-stage class of ownership sold to investors that gives them special protections and payment priority over regular common stock. Think of them as a safer seat on a bus: if the company earns money or is sold, holders get paid before ordinary shareholders, and they often can convert to common shares later to share upside; that mix of safety and growth potential helps investors manage risk and reward.

supervisory board financial

"SEALSQ and two other investors were each granted a right to appoint one member of Quobly’s supervisory board"

A supervisory board is an independent oversight body that watches over a company’s executive managers, reviews strategy, approves major decisions, and hires or removes top executives. It acts like an impartial group of guardians or referees who make sure managers are running the business responsibly and within agreed rules. Investors care because strong oversight can reduce risks, improve accountability, and protect long‑term shareholder value.

forward-looking statements regulatory

"This report contains forward-looking statements within the meaning of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Form 6-K: How Foreign Companies Report to the SEC →

 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 June 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 May 26, 2026, SEALSQ Corp (“SEALSQ” or the “Company”) entered into a Series A Investment Agreement (the “Investment Agreement”) to acquire a minority interest in Quobly SAS (“Quobly”), a French société par actions simplifiée engaged in research and development in quantum computing based on spin qubits using semiconductor technologies, along with certain other investors, founders, and existing shareholders of Quobly.

Under the Investment Agreement, SEALSQ subscribed for Series A preferred shares of Quobly with attached broad-based anti-dilution ratchet warrants for an aggregate investment amount of EUR 14,999,400, subject to the satisfaction of several conditions precedent. The ratchet warrants allow SEALSQ to obtain an adjustment of the subscription price of its Series A preferred shares to the average subscription price of the shares issued by Quobly (i) pursuant to the Investment Agreement and (ii) in the four (4) years following the date of issuance of the Series A preferred shares and for a price per share below the Series A price per share.

Closing of the transaction occurred on June 2, 2026.

In connection with the transaction, SEALSQ and two other investors were each granted a right to appoint one member of Quobly’s supervisory board. SEALSQ has appointed its CEO, Carlos Moreira, to fill its seat. Any two investor board members may veto certain significant decisions affecting Quobly, including, but not limited to, amendments to its bylaws or corporate purpose, mergers, demergers, material reorganizations, and any issuance of new securities.

This report contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Statements that are not statements of historical fact, including statements regarding the Company’s plans, objectives, expectations, intentions, and beliefs, may be identified by words such as “intend,” “accelerate,” “aim,” “designed to,” “plan,” “will,” and similar expressions. Forward-looking statements include, without limitation, statements regarding the Company’s investment in Quobly, the expected terms and timing of the transactions described herein, the anticipated strategic benefits of the investment, and the potential risks and uncertainties associated therewith. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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.

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: June 11, 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

FAQ

What transaction did SEALSQ Corp (LAES) report in its June 2026 Form 6-K?

SEALSQ reported completing a minority investment in Quobly SAS, a French quantum computing company. It subscribed for Series A preferred shares with anti-dilution ratchet warrants, forming part of a Series A financing round alongside other investors and existing shareholders.

How much is SEALSQ investing in Quobly SAS according to the Form 6-K?

SEALSQ committed an aggregate investment of EUR 14,999,400 in Quobly SAS. This amount buys Series A preferred shares with attached broad-based anti-dilution ratchet warrants, providing economic protection if Quobly later issues shares at prices below the Series A share price.

What rights did SEALSQ (LAES) gain on Quobly’s supervisory board?

SEALSQ gained the right to appoint one member to Quobly’s supervisory board and chose CEO Carlos Moreira. Any two investor-appointed board members can veto key decisions, including bylaw changes, mergers, major reorganizations, and new securities issuances at Quobly SAS.

How do the anti-dilution ratchet warrants in SEALSQ’s Quobly investment work?

The ratchet warrants adjust SEALSQ’s subscription price to the average price of Quobly shares issued under the agreement and during four subsequent years. They apply only when new shares are issued below the original Series A price per share, helping protect SEALSQ’s economic position.

When did SEALSQ’s investment in Quobly close and what structure was used?

Closing occurred on June 2, 2026, after conditions precedent were satisfied. SEALSQ subscribed for Series A preferred shares in Quobly SAS, bundled with broad-based anti-dilution ratchet warrants, as part of a larger Series A Investment Agreement involving other investors and existing shareholders.

How is this SEALSQ (LAES) Form 6-K linked to its existing registration statements?

The information in this Form 6-K is incorporated by reference into SEALSQ’s Form F-3 and Form S-8 registration statements. It also flows into the related base prospectuses and any outstanding prospectus supplements, unless later filings or reports supersede these disclosures.