SEALSQ Corp ownership disclosure: CVI Investments, Inc. and Heights Capital Management, Inc. report shared beneficial ownership of 24,377,058 shares, representing 9.9% of outstanding Ordinary Shares. The reported holding consists of 3,136,465 Shares plus additional shares issuable upon exercise of warrants subject to a 9.99% beneficial ownership cap. The filing cites 222,773,999 Shares outstanding as of March 27, 2026. Heights Capital is disclosed as investment manager to CVI Investments and serves as authorized agent pursuant to a previously filed Limited Power of Attorney.
Positive
None.
Negative
None.
Insights
Large holder reports a near-10% position via managed account structure.
The filing shows CVI Investments, Inc. and its investment manager, Heights Capital Management, Inc., report shared voting and dispositive power over 24,377,058 shares (9.9%). The position includes 3,136,465 directly counted shares plus warrants exercisable subject to a 9.99% cap.
Investor implications depend on holder decisions; the filing clarifies manager authority and a Limited Power of Attorney is on file. Subsequent filings would show any conversions or sales that change the holding.
Key Figures
Reported beneficial ownership:24,377,058 sharesPercent of class:9.9%Directly counted Shares:3,136,465 Shares+2 more
5 metrics
Reported beneficial ownership24,377,058 sharesshared voting/dispositive power reported by CVI Investments/Heights
Percent of class9.9%reported percent of Ordinary Shares beneficially owned
Directly counted Shares3,136,465 Shareslisted as part of the reported holdings (Item 4)
Shares outstanding222,773,999 Sharesoutstanding as of March 27, 2026 per company's Form 20-F
Beneficial ownership cap for warrants9.99%exercise limitation for Warrants described in the filing
Key Terms
Schedule 13G/A, beneficially owned, shared dispositive power, Limited Power of Attorney
4 terms
Schedule 13G/Aregulatory
"This statement is filed by the entities listed below, who are collectively referred"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedfinancial
"Amount beneficially owned: The information required by this Item 4(a) is set forth"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerfinancial
"Shared Dispositive Power 24,377,058.00"
Limited Power of Attorneylegal
"Heights Capital Management, Inc. serves as authorized agent of CVI Investments"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
SEALSQ Corp
(Name of Issuer)
Ordinary Shares, $0.01 par value per share
(Title of Class of Securities)
G79483106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G79483106
1
Names of Reporting Persons
CVI Investments, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
24,377,058.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
24,377,058.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
24,377,058.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
CUSIP Number(s):
G79483106
1
Names of Reporting Persons
Heights Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
24,377,058.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
24,377,058.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
24,377,058.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the Ordinary Shares of SEALSQ Corp (the "Company"), $0.01 par value per share (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Ordinary Shares, $0.01 par value per share
(e)
CUSIP No.:
G79483106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned consists of (i) 3,136,465 Shares, and (ii) Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants"). The Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 9.99%.
The Company's Annual Report on Form 20-F, filed on March 31, 2026, indicates there were 222,773,999 Shares outstanding as of March 27, 2026.
(b)
Percent of class:
9.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
CVI Investments, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:
05/13/2026
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
05/13/2026
Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
24 Limited Power of Attorney*
99 Joint Filing Agreement*
* Previously filed
What stake does CVI Investments report in SEALSQ Corp (LAES)?
CVI Investments and its manager report 24,377,058 shares, equal to 9.9% of the class. This includes 3,136,465 Shares plus additional shares issuable upon exercise of warrants under the disclosed ownership cap.
How many SEALSQ shares were outstanding per the filing?
The filing states there were 222,773,999 Shares outstanding as of March 27, 2026. That figure is used to calculate the reported 9.9% beneficial ownership percentage disclosed by the reporting persons.
What is the role of Heights Capital Management in this filing?
Heights Capital Management is disclosed as the investment manager to CVI Investments and may exercise shared voting and dispositive power over the reported shares. A previously filed Limited Power of Attorney authorizes Heights as agent.
Are the warrants fully exercisable according to the filing?
The filing states warrants are exercisable only to the extent that exercise would not cause the holder and affiliates to exceed a 9.99% beneficial ownership threshold; the document ties exercisability to that ownership cap.
