LAES: WISeKey Files 13G/A Showing Sub-5% Stake, Majority Vote Intact

Rhea-AI Filing Summary

Amendment No. 1 to Schedule 13G shows that WISeKey International Holding AG now holds 6,001,200 SEALSQ Corp (LAES) ordinary shares, equating to 4.85 % of the 123.7 million shares outstanding as of 30 Jun 2025. Because the economic stake has fallen below the 5 % threshold, Item 5 is tick-marked “Ownership of 5 percent or less.”

Despite the smaller ordinary-share position, WISeKey also owns 1,499,700 Class F shares. When combined with the ordinary shares, this block delivers 52.41 % of SEALSQ’s total voting power, leaving WISeKey in effective control of shareholder decisions. All voting and dispositive power over the disclosed ordinary shares is sole; there is no shared power reported.

The filing is informational only—no purchase, sale or agreement is disclosed—and is made under Rule 13d-1(c). Certified by CEO Carlos Moreira and CFO John O’Hara on 29 Jul 2025.

Positive

• WISeKey retains 52.41 % of total voting power, ensuring continuity of control and strategic direction for SEALSQ.

Negative

• Economic ownership in ordinary shares falls to 4.85 %, widening the gap between cash-flow interest and voting control, a potential governance concern.

Insights

Corporate Governance Expert

TL;DR – WISeKey drops below 5 % economic stake but retains majority voting control.

The amendment confirms WISeKey’s ordinary-share ownership slipped to 4.85 %, formally triggering Item 5. However, possession of Class F super-voting stock preserves 52 % voting power, so control dynamics remain unchanged. Investors gain clarity on the capital structure: economic interest and voting rights are misaligned, a potential governance red flag but not an immediate operational issue. No transactions or new lock-ups are mentioned, suggesting limited near-term market impact.

Securities Analyst

TL;DR – Filing is mostly neutral; float may rise slightly.

The decline to 4.85 % implies incremental dilution or sales by WISeKey, marginally increasing free float. Because WISeKey keeps sole dispositive control and still commands 52 % of votes, strategic direction and takeover defenses remain intact. Absent financial metrics, the filing carries low valuation impact; nevertheless, it highlights the dual-class structure that could influence future capital-raising or governance disputes.

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 $0.01 per share

(Title of Class of Securities)

G79483106

(CUSIP Number)

06/30/2025

(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

WISeKey International Holding AG

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

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,001,200.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,001,200.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,001,200.00

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)

4.85 %

12

Type of Reporting Person (See Instructions)

CO

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 on behalf of WISeKey International Holding AG (the "Reporting Person").
(b)	Address or principal business office or, if none, residence: The address for the Reporting Person is: General-Guisan-Strasse 6 CH-6300 Zug, Switzerland
(c)	Citizenship: The Reporting Person is a Swiss stock corporation.
(d)	Title of class of securities: Ordinary Shares, par value $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).
Item 4.	Ownership
(a)	Amount beneficially owned: See Row 9 of cover page. Please note that the Reporting Person also owns 1,499,700 Class F Shares of SEALSQ Corp that, together with the beneficial ownership of Ordinary Shares as described in Row 9, represents 52.41% of the voting power for SEALSQ Corp.
(b)	Percent of class: See Row 11 of cover page. All ownership percentages of SEALSQ Corp Ordinary Shares that are calculated in this Schedule 13G are based upon an aggregate of 123,731,729 Ordinary Shares outstanding on June 30, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Row 5 of cover page.
	(ii) Shared power to vote or to direct the vote: See Row 6 of cover page.
	(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page.
	(iv) Shared power to dispose or to direct the disposition of: See Row 7 of cover page.
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.
	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:
	Not Applicable

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.

WISeKey International Holding AG

Signature:	/s/ Carlos Moreira
Name/Title:	Carlos Moreira/Chief Executive Officer
Date:	07/29/2025

Signature:	/s/ John O'Hara
Name/Title:	John O'Hara/Chief Financial Officer
Date:	07/29/2025

FAQ

How many SEALSQ (LAES) ordinary shares does WISeKey own?

WISeKey reports beneficial ownership of 6,001,200 ordinary shares, equal to 4.85 % of the class.

What is WISeKey's total voting power in SEALSQ?

Including 1,499,700 Class F shares, WISeKey controls 52.41 % of shareholder voting rights.

Why was this Schedule 13G/A filed?

Ownership of ordinary shares dropped below the 5 % threshold, requiring an amendment under Rule 13d-1(c).

Does the filing disclose any recent share purchases or sales?

No specific transactions are disclosed; the document only updates ownership totals.

Who signed the Schedule 13G/A for WISeKey?

CEO Carlos Moreira and CFO John O’Hara certified the filing on 29 Jul 2025.