SEALSQ Corp received an updated ownership disclosure from institutional investors. CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 19,689,323 ordinary shares of SEALSQ, representing 9.9% of the class.
The reported stake consists of ordinary shares issuable upon exercise of warrants, which are subject to a 9.99% beneficial ownership limitation. Heights Capital Management acts as investment manager to CVI Investments and may be deemed to share voting and dispositive power, while both entities disclaim beneficial ownership beyond their pecuniary interest.
Positive
None.
Negative
None.
Insights
Institutional holders report a 9.9% warrant-based stake, with a 9.99% ownership cap.
CVI Investments, Inc. and its investment manager, Heights Capital Management, Inc., together report beneficial ownership of 19,689,323 SEALSQ ordinary shares, or 9.9% of the class. The position is entirely tied to warrants exercisable into ordinary shares.
The warrants include a 9.99% beneficial ownership limitation, which prevents exercises that would push the reporting group above that threshold. The filing also notes that Heights may be deemed to share voting and dispositive power with CVI, though both entities disclaim beneficial ownership beyond their pecuniary interest.
The filing is framed as a passive Schedule 13G/A, with a certification that the securities are not held to change or influence control. It primarily updates the market on the size and nature of this institutional, warrant-based position, while the actual impact will depend on any future warrant exercises and subsequent disclosures.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SEALSQ Corp
(Name of Issuer)
Ordinary Shares, $0.01 par value per share
(Title of Class of Securities)
G79483106
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
19,689,323.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,689,323.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,689,323.00
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 No.
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
19,689,323.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,689,323.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,689,323.00
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
Item 1.
(a)
Name of issuer:
SEALSQ Corp
(b)
Address of issuer's principal executive offices:
Avenue Louis-Casai 58, 1216 Cointrin, Switzerland
Item 2.
(a)
Name of person filing:
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 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 Prospectus Supplement (to Prospectus dated October 20, 2025, Registration No. 333-290963), filed on October 20, 2025, indicates there were 177,400,997 Shares outstanding as of October 20, 2025.
(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:
02/10/2026
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
02/10/2026
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 in SEALSQ Corp (LAES) do CVI Investments and Heights Capital report?
CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 19,689,323 SEALSQ ordinary shares, representing 9.9% of the outstanding class. This entire position consists of shares issuable upon exercise of warrants, rather than currently issued and outstanding stock.
How is the 9.9% SEALSQ stake held by CVI Investments structured?
The reported 9.9% SEALSQ stake is based on warrants to purchase ordinary shares, not currently outstanding shares. These warrants are exercisable only to the extent exercises would not cause the reporting persons and their affiliates to exceed a 9.99% beneficial ownership limit.
What ownership limitation applies to the SEALSQ warrants held by CVI and Heights?
The SEALSQ warrants held by the reporting persons contain a 9.99% beneficial ownership limitation. This cap prevents them from exercising warrants if doing so would cause their aggregated beneficial ownership of SEALSQ ordinary shares to exceed 9.99% at any time.
What role does Heights Capital Management play in the SEALSQ position?
Heights Capital Management, Inc. acts as the investment manager to CVI Investments, Inc. and may exercise shared voting and dispositive power over the 19,689,323 SEALSQ shares underlying the warrants, while both entities disclaim beneficial ownership except for their pecuniary interest.
Does the SEALSQ Schedule 13G/A indicate an attempt to control the company?
No. The reporting persons certify that SEALSQ securities were not acquired and are not held for the purpose of changing or influencing control of the issuer, consistent with a passive Schedule 13G/A filing rather than an activist or control-oriented position.
How many SEALSQ shares were outstanding when the ownership percentage was calculated?
The ownership percentage references that SEALSQ’s prospectus supplement stated there were 177,400,997 ordinary shares outstanding as of October 20, 2025. This figure provides the baseline used to calculate the 9.9% beneficial ownership reported in the filing.
