SEALSQ Corp is reported to have 10,059,050 Ordinary Shares of its stock beneficially owned by Anson Funds Management LP and related entities and individuals, including shares underlying warrants. This position represents 4.9% of SEALSQ’s outstanding Ordinary Shares, based on 201,584,179 shares, which combines 191,525,129 shares reported as issued and outstanding and 10,059,050 shares issuable upon warrant exercise.
The reporting group, comprising Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo and Moez Kassam, has shared voting and dispositive power over these 10,059,050 shares. Certain warrants include a beneficial ownership limitation of 4.99%, which restricts exercise to prevent the group from exceeding that ownership threshold.
Beneficially owned shares10,059,050 Ordinary SharesShares beneficially owned by Anson-affiliated entities and individuals, including warrant shares
Ownership percentage4.9%Portion of SEALSQ Corp outstanding Ordinary Shares beneficially owned by the reporting group
Shares outstanding baseline191,525,129 Ordinary SharesNumber of Ordinary Shares issued and outstanding as reported in SEALSQ’s Annual Report on Form 20-F
Adjusted share count for calculation201,584,179 Ordinary SharesOutstanding shares plus 10,059,050 shares issuable upon exercise of warrants held by the funds
Beneficial ownership cap4.99%Beneficial ownership limitation embedded in certain warrants held by the reporting persons
Key Terms
beneficial ownership, beneficial ownership limitation, Ordinary Shares, Warrants, +1 more
5 terms
beneficial ownershipfinancial
"Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 4.9%"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
beneficial ownership limitationfinancial
"Each Warrant includes a beneficial ownership limitation. The Warrants may not be exercised"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Ordinary Sharesfinancial
"relating to Ordinary Shares, $0.01 par value per share (the "Ordinary Shares"), of SEALSQ Corp"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
Warrantsfinancial
"includes Ordinary Shares underlying outstanding warrants (each, a "Warrant," and collectively, the "Warrants")"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
shared voting powerfinancial
"Shared Voting Power 10,059,050.00 7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 10,059,050.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
FAQ
What percentage of SEALSQ Corp (LAES) shares does the Anson group report owning?
The Anson group reports beneficial ownership of 4.9% of SEALSQ Corp’s Ordinary Shares. This percentage is based on 201,584,179 shares, including 191,525,129 outstanding shares and 10,059,050 shares issuable upon exercise of warrants held by the funds.
How many SEALSQ Corp (LAES) shares are beneficially owned by the Anson group?
The Anson group reports beneficial ownership of 10,059,050 Ordinary Shares of SEALSQ Corp. This total includes existing shares and shares underlying outstanding warrants held by private funds advised by Anson Funds Management LP and Anson Advisors Inc.
Who are the reporting persons in the SEALSQ Corp (LAES) Schedule 13G/A amendment?
The reporting persons are Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo and Moez Kassam. They act as investment advisors, general partner, principal or directors associated with private funds holding SEALSQ Ordinary Shares and warrants.
What is the beneficial ownership limitation on SEALSQ Corp (LAES) warrants held by the Anson group?
Certain warrants held by the Anson group contain a beneficial ownership limitation of 4.99%. These warrants may not be exercised if such exercise would cause the reporting persons to beneficially own more than 4.99% of SEALSQ’s outstanding Ordinary Shares.
How was the 4.9% ownership of SEALSQ Corp (LAES) calculated for the Anson group?
The 4.9% ownership was calculated by dividing 10,059,050 by 201,584,179. The denominator reflects 191,525,129 Ordinary Shares issued and outstanding plus 10,059,050 shares receivable upon exercise of warrants held by the funds.
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, par value USD 0.01 per share
(Title of Class of Securities)
G79483106
(CUSIP Number)
06/30/2026
(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
Anson Funds Management LP
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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,059,050.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,059,050.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,059,050.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G79483106
1
Names of Reporting Persons
Anson Management GP LLC
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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,059,050.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,059,050.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,059,050.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
G79483106
1
Names of Reporting Persons
Tony Moore
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,059,050.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,059,050.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,059,050.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G79483106
1
Names of Reporting Persons
Anson Advisors 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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,059,050.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,059,050.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,059,050.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
FI, CO
SCHEDULE 13G
CUSIP Number(s):
G79483106
1
Names of Reporting Persons
Amin Nathoo
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,059,050.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,059,050.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,059,050.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G79483106
1
Names of Reporting Persons
Moez Kassam
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,059,050.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,059,050.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,059,050.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
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:
Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
(b)
Address or principal business office or, if none, residence:
For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore:
16000 Dallas Parkway, Suite 800
Dallas, Texas 75248
For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam:
181 Bay Street, Suite 4200 Toronto, ON
M5J 2T3
(c)
Citizenship:
Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Moore is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
(d)
Title of class of securities:
Ordinary Shares, par value USD 0.01 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).
Canadian Investment Advisor
Item 4.
Ownership
(a)
Amount beneficially owned:
This Amendment No. 1 (this "Amendment") to the Schedule 13G (the "Schedule 13G") is being filed on behalf of Anson Funds Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Tony Moore, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Ordinary Shares, $0.01 par value per share (the "Ordinary Shares"), of SEALSQ Corp., a British Virgin Islands corporation (the "Issuer").
This Schedule 13G relates to the Common Stock of the Issuer purchased by one or more private funds to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (collectively, the "Funds"). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds and may direct the vote and disposition of the 10,059,050 Ordinary Shares held by the Funds. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 10,059,050 Ordinary Shares held by the Funds. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 10,059,050 Ordinary Shares held by the Funds. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 10,059,050 Ordinary Shares held by the Funds.
(b)
Percent of class:
Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 4.9% of the outstanding Ordinary Shares, which includes Ordinary Shares underlying outstanding warrants (each, a "Warrant," and collectively, the "Warrants") held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam. Each Warrant includes a beneficial ownership limitation. The Warrants may not be exercised to the extent the Reporting Persons would, in the case of some of the Warrants, beneficially own more than 4.99% of the outstanding Ordinary Shares.The beneficial ownership set forth herein takes into account the foregoing limitation. This percentage is determined by dividing 10,059,050 by 201,584,179 , which is the sum of: (i) 191,525,129 which is the number Ordinary Shares issued and outstanding, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on March 31, 2026; and 10,059,050, the number of Ordinary Shares receivable by the Fund upon exercise of the Warrants.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Section 4(a)
(ii) Shared power to vote or to direct the vote:
See Section 4(a)
(iii) Sole power to dispose or to direct the disposition of:
See Section 4(a)
(iv) Shared power to dispose or to direct the disposition of:
See Section 4(a)
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Section 4(a)
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 acquired and are held in the ordinary course of business and 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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anson Advisors Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.