SEALSQ Corp (NASDAQ: LAES) moves on Miraex quantum photonics deal

Rhea-AI Filing Summary

SEALSQ Corp has signed a non-binding Letter of Intent to acquire 100% of Miraex SA, a Switzerland-based developer of photonics-based quantum interconnect solutions headquartered at the EPFL Innovation Park. The LOI grants a 60-day exclusivity period for confirmatory due diligence and negotiation of definitive agreements and is binding on Miraex.

The company highlights that completion, timing and benefits of the proposed acquisition are uncertain and subject to multiple risks and conditions. The information in this report is also incorporated by reference into SEALSQ’s effective Form F-3 and Form S-8 registration statements and related prospectuses.

Insights

Cross-border M&A and tech strategy analyst

Non-binding LOI for quantum photonics target; strategic but still early-stage.

SEALSQ Corp has entered a non-binding Letter of Intent to acquire 100% of Miraex SA, which develops photonics-based quantum interconnect solutions in Switzerland. The LOI includes a 60-day exclusivity window for confirmatory due diligence and negotiation of definitive transaction documents and is binding on Miraex.

This indicates interest in expanding into quantum-related technologies but stops short of a firm commitment. The transaction’s completion depends on negotiating final terms and satisfying conditions, and the company explicitly warns it may not close, or timing and benefits may differ from current expectations.

The disclosure lists numerous risks, including potential termination of the LOI, disruption to existing operations and relationships, and costs tied to the proposed deal. Future company filings following the 60-day exclusivity period may clarify whether a definitive agreement is signed and how the acquisition, if completed, could affect SEALSQ’s business mix.

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 March 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 March 24, 2026, SEALSQ Corp (NASDAQ: LAES) (the "Company") announced that it signed a non-binding Letter of Intent ("LOI") to acquire 100% of the equity interest of Miraex SA ("Miraex"), a Switzerland-based developer of photonics-based quantum interconnect solutions. Miraex is headquartered at the EPFL Innovation Park in Ecublens, Switzerland. The LOI provides for a 60-day exclusivity period during which the parties will conduct confirmatory due diligence and negotiate definitive transaction documents. The LOI is binding on the part of Miraex.

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. Forward-looking statements in this report include, but are not limited to, statements regarding the proposed acquisition of Miraex, the expected timing for completing the proposed transaction, the anticipated benefits of the proposed transaction, and the Company's plans, objectives, expectations and intentions. These statements are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements.

Forward-looking statements can generally be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" and similar expressions and the negatives of those terms. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: (i) the risk that the proposed transaction may not be completed on a timely basis or at all; (ii) the failure to satisfy the conditions to the completion of the proposed transaction, including the negotiation of definitive transaction documentation; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the LOI; (iv) the effect of the announcement of the proposed transaction on the Company's business relationships, operating results and business generally; (v) risks that the proposed transaction disrupts current plans and operations; (vi) the Company's ability to realize the anticipated benefits of the proposed transaction; (vii) the amount of the costs, fees, expenses and charges related to the proposed transaction; (viii) risks related to disruption of management's attention from the Company's ongoing business operations due to the proposed transaction; and (ix) other risks and uncertainties described in the Company's filings with the Securities and Exchange Commission.

There can be no assurance that the proposed transaction will be consummated or as to the timing or terms of any definitive agreement. The Company undertakes no obligation to publicly update any forward-looking statement, 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.

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: March 26, 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

FAQ

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

SEALSQ Corp announced it signed a non-binding Letter of Intent to acquire 100% of Miraex SA, a Switzerland-based developer of photonics-based quantum interconnect solutions. The move signals interest in expanding into quantum-related technologies but remains subject to due diligence and definitive agreements.

Who is Miraex SA, the company SEALSQ Corp plans to acquire?

Miraex SA is a Switzerland-based developer of photonics-based quantum interconnect solutions. It is headquartered at the EPFL Innovation Park in Ecublens, Switzerland. SEALSQ’s proposed acquisition of 100% of Miraex’s equity is at the Letter of Intent stage and not yet a completed transaction.

What are the key terms of SEALSQ Corp’s LOI to acquire Miraex SA?

The Letter of Intent provides for a 60-day exclusivity period during which SEALSQ and Miraex will conduct confirmatory due diligence and negotiate definitive transaction documents. The LOI is non-binding overall but is binding on Miraex regarding this exclusivity, and closing remains uncertain and conditional.

What risks does SEALSQ Corp highlight regarding the proposed Miraex acquisition?

SEALSQ cites risks that the transaction may not be completed, conditions to closing may not be satisfied, and the LOI could be terminated. It also notes potential disruption to business relationships and operations, costs and expenses related to the transaction, and general uncertainties described in its SEC filings.

How does this SEALSQ Corp Form 6-K relate to its existing registration statements?

The information in this Form 6-K is incorporated by reference into SEALSQ’s Form F-3 registration statement and its Form S-8 registration statement, including the related base prospectus and any prospectus supplements, to the extent not superseded by later filings under U.S. securities laws.