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 July 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
Registered Direct Offering
Securities Purchase Agreement
On July 14, 2025, SEALSQ Corp (the
“Company”) entered into a securities purchase agreement (the “Purchase Agreement” or “SPA”) with
several institutional investors named therein (the “Investors”), pursuant to which the Company agreed to sell and issue
(i) 15,000,000 Ordinary Shares, par value US$0.01 per share (our “Ordinary Shares”), (ii) Class A warrants to purchase
up to 15,000,000 Ordinary Shares on or prior to the date that is seven years after the date such warrants are issued (the
“Class A Warrants”), (iii) up to 15,000,000 Ordinary Shares issuable upon the exercise of the Class A Warrants, (iv)
Class B warrants to purchase up to 15,000,000 Ordinary Shares on or prior to the date that is seven years after the date such
warrants are issued (the “Class B Warrants”, and together with the “Class A Warrants”, the
“Warrants” ), and (v) up to 15,000,000 Ordinary Shares issuable upon the exercise of the Class B Warrants, in a
registered direct offering (the “Offering”). Each Ordinary Share sold in the Offering will be accompanied by one Class A
Warrant and one Class B Warrant at a combined offering price of $4.00. Each Warrant is exercisable for one Ordinary Share at an
exercise price of $4.60 per Ordinary Share. The closing of the Offering is expected to occur on July 15, 2025, subject to customary
closing conditions.
The gross proceeds to the Company from the Offering are
expected to be approximately $60,000,000.00, before deducting the placement agent’s fees and other estimated offering expenses payable
by the Company.
The Offering was made pursuant to the Company’s existing
shelf registration statement on Form F-3 (File No. 333-286098), which was declared effective on April 2, 2025 by the U.S. Securities and
Exchange Commission (the “Registration Statement”). A prospectus supplement to the Registration Statement is expected to be
filed with the Commission on or around July 15, 2025 (the “Closing Date”).
Placement Agency Agreement
On July 14, 2025, the Company entered into a placement
agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to
which the Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the aggregate gross proceeds received by the Company
from the sale of the Ordinary Shares and Warrants in the Offering. The Company also agreed to reimburse the Placement Agent for up to
$40,000 in accountable expenses, including the Placement Agent’s legal counsel’s fees.
Warrants
The Class A Warrants and Class B Warrants will each be issued as individual
warrant instruments to the investors. The Class A Warrants and the Class B Warrants are identical in terms of Warrant holders’ rights
and our obligations thereunder except for the put right granted to holders of Class A Warrants described below under “Fundamental
transactions”. The form of Class A Warrant and Class B Warrant is filed as an exhibit to this Current Report on Form 6-K.
| · | Exercisability and duration |
Each of the Warrants
is exercisable immediately on or after the issuance date and at any time prior to 5:00 p.m., New York City time, on July 15, 2032 (the
“Expiration Date”) for the purchase of Ordinary Shares (the “Warrant Shares”). The Warrants are exercisable via
“cashless” exercise in the absence of an effective registration statement registering the issuance of the Warrant Shares to
the Warrant holders.
The exercise
price per Ordinary Share purchasable upon the exercise of the Warrants is $4.60 per Ordinary Share. The exercise price of the Warrants
and the number of Ordinary Shares issuable upon exercise are subject to applicable adjustment in the event of certain share dividends
and distributions, share splits, share combinations, reclassifications or similar events affecting our Ordinary Shares.
| · | Fractional shares |
No fractional
Ordinary Shares are to be issued upon the exercise of Warrants. In lieu of a fractional Ordinary Share, we will, upon exercise, either
pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round
up to the nearest whole number the number of Ordinary Shares to be issued upon such exercise.
| · | Exercise limitations |
A holder will
not have the right to exercise any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess
of 4.99% of the total number of issued and outstanding Ordinary Shares immediately after giving effect to such exercise except that upon
at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after
exercising the holder’s Warrants up to 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the
exercise, as such percentage ownership is determined in accordance with the terms of the Warrants
Subject to applicable
laws, Warrants may be offered for sale, sold, transferred or assigned without our consent.
| · | Antidilution and other adjustments |
The
exercise price of the Warrants and the number of shares of Ordinary Shares issuable upon exercise of the Warrants is subject to appropriate
adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events
affecting our Ordinary Shares. The holders of Warrants have the right to participate on an as-exercised basis in certain distributions
to our holders of our Ordinary Shares.
| · | Fundamental transactions |
Under the Warrants,
we have agreed that upon consummation of a Fundamental Transaction (as defined below), then, upon any subsequent exercise of the
Warrants, the holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the holder, the number of shares of common equity of the successor
or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result
of such Fundamental Transaction by a holder of the number of Ordinary Shares for which such Warrant is exercisable immediately prior to
such Fundamental Transaction.
Notwithstanding
the foregoing, we or any successor entity shall, at the option of a holder of a Class A Warrant exercisable at any time concurrently with,
or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of
the applicable Fundamental Transaction), purchase the Class A Warrant from the Class A Warrant holder by paying to such holder an amount
of cash equal to the Black Scholes Value (as hereinafter defined) of the remaining unexercised portion of the Class A Warrant on the date
of the consummation of such Fundamental Transaction.
For the purposes
of the foregoing description:
“Fundamental
Transaction” means a transaction in which (i) the Company, directly or indirectly, in one or more related transactions effects
any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects
any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a
series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for
other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding Ordinary Shares or greater
than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions
effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which
the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or
indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons
whereby such other Person or group acquires greater than 50% of the outstanding Ordinary Shares or greater than 50% of the voting power
of the common equity of the Company. Notwithstanding the foregoing, a Fundamental Transaction shall not include (i) any merger of the
Company, parent of the Company or any of their, direct or indirect, consolidated subsidiaries with or into any of the foregoing Persons,
(ii) any reorganization, recapitalization or reclassification of the Ordinary Shares in which holders of the Company’s voting power
immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or
reclassification to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of the voting
power of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their
equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification, or
(iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or any
of its Subsidiaries.
“Black
Scholes Value” means the value of the Class A Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting
(A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement
of the applicable contemplated Fundamental Transaction and the Expiration Date, (B) an expected volatility equal to the greater of (1)
the 30 day volatility, (2) the 100 day volatility or (3) the 365 day volatility, each of clauses (1)-(3) as obtained from the HVT function
on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement
of the applicable contemplated Fundamental Transaction, and (4) 100%, (C) the underlying price per share used in such calculation shall
be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any,
being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning in the Trading Day immediately preceding
the public announcement of the applicable contemplated Fundamental Transaction and ending on the close of business on the date that the
Fundamental Transaction is consummated (provided that if the consummation of the applicable Fundamental Transaction occurs prior to the
public announcement of the Fundamental Transaction, (ii) shall be equal to the highest VWAP during the period beginning on the Trading
Day immediately prior the consummation of the applicable Fundamental Transaction and ending on the close of business on the date that
the Fundamental Transaction is announced), (D) a remaining option time equal to the time between the date of the public announcement of
the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow.
| · | No rights as a shareholder |
Except as provided
in the Warrant, the holder of a Warrant, solely in its capacity as holder of a Warrant, does not have the rights of a holder of Ordinary
Shares including any voting rights, prior to the issuance to the holder of the Ordinary Shares it is then entitled to receive upon the
due exercise of a Warrant.
We do not plan
on applying to list the Warrants on The Nasdaq Capital Market, any other national securities exchange, or any other nationally recognized
trading system.
The foregoing descriptions of the Purchase Agreement, Placement
Agency Agreement and Warrants are qualified in their entirety by reference to the full text of the Purchase Agreement, Placement Agency
Agreement, and the form of Warrants respectively, forms of which are attached to this Report of Foreign Private Issuer on Form 6-K as
Exhibits 4.1, 4.2, 10.1 and10.2, respectively, and incorporated herein by reference.
This Report shall not constitute an offer to sell or a solicitation
of an offer to buy any Ordinary Shares or Warrants, nor shall there be any sale of Ordinary Shares in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or other jurisdiction.
This 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,
or the Exchange Act.
Exhibit
No. |
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Description |
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| 4.1 |
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Form of Class A Warrant |
| 4.2 |
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Form of Class B Warrant |
| 5.1 |
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Opinion of Harneys regarding the validity of the securities being registered |
| 10.1 |
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Form of Securities Purchase Agreement |
| 10.2 |
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Placement Agency Agreement |
| 23.1 |
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Consent of Harneys (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated July 14, 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: July 15, 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 |
