WISeSat.Space proposes about $15M satellite capacity sale

SEALSQ’s $10 million PIPE investment in WISeSat.Space closed October 1, 2026, before the parties outlined the satellite-capacity arrangement.

Rhea-AI Filing Summary

WISeSat.Space Holdings Corp. reported a binding letter of intent under which sister company SEALSQ Corp. proposes to acquire, from subsidiary WISeSat.Space AG, satellite capacity associated with 12 satellites, plus access to mission control, ground segment and operational support, for approximately $15 million. Payment terms and delivery milestones are to be set in a definitive agreement; revenue recognition depends on the contract terms and delivery of the capacity and services.

The proposed closing requires execution of the definitive agreement and approval by both companies’ boards. WISeSat.Space AG is subject to an exclusivity provision until the letter terminates. The letter terminates upon execution of a definitive agreement or mutual agreement, or on December 31, 2026 if no definitive agreement has been entered, unless extended in writing. The broader QSOC roadmap envisages progressive deployment of up to 100 satellites through 2033, subject to financing, technical validation, regulatory approvals, launch availability and commercial agreements.

Key Figures

Proposed consideration: Approximately $15 million Satellite capacity: 12 satellites SEALSQ PIPE investment: $10 million +2 more

5 metrics

Proposed consideration Approximately $15 million For the Satellite Operations; payment terms and delivery milestones are to be agreed in a definitive agreement.

Satellite capacity 12 satellites Capacity associated with the satellites, with related mission-control, ground-segment and operational-support access.

SEALSQ PIPE investment $10 million SEALSQ’s private investment in public equity in WISeSat.Space closed October 1, 2026.

QSOC roadmap Up to 100 satellites Progressive deployment through 2033, subject to financing, technical validation, regulatory approvals, launch availability and commercial agreements.

Letter termination date December 31, 2026 Applies if no definitive agreement is entered by that date, unless extended in writing.

Key Terms

ground segment, Public Key Infrastructure, Quantum Spatial Orbital Cloud, private investment in public equity, +1 more

5 terms

ground segment technical

"mission control, ground segment and operational support services"

The ground segment is the collection of Earth-based equipment and teams that operate, monitor and receive data from satellites and spacecraft — things like antennas, control centers, mission planners and data-processing systems. It matters to investors because these systems determine whether a space service can reliably deliver data, maintain customers, meet regulations and control costs; think of the ground segment as the backstage crew and control room that keep a live performance running smoothly and on schedule.

Public Key Infrastructure technical

"semiconductor security, Public Key Infrastructure (“PKI”), digital identity"

A public key infrastructure (PKI) is the system of digital keys, certificates and trusted procedures that proves who is on the other end of an electronic interaction and encrypts the data they exchange. Think of it as a verified digital mailroom and set of padlocks: one key is shared publicly to lock messages and a matching secret key unlocks them, which helps prevent fraud, supports secure transactions, regulatory compliance and preserves investor trust in a company’s digital operations.

Quantum Spatial Orbital Cloud technical

"infrastructure for the Quantum Spatial Orbital Cloud (“QSOC”)"

private investment in public equity financial

"SEALSQ’s $10 million private investment in public equity in WISeSat.Space"

Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.

Exclusivity Period regulatory

"such period, the “Exclusivity Period”"

An exclusivity period is a set amount of time during which only one party has the right to buy, sell, or make a deal with an asset or opportunity. For investors, it matters because it limits competition and gives the holder a guaranteed window to decide or act without interference from others, similar to having a temporary special right or first chance to make a move.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the proposed SAIQ transaction with SEALSQ worth?

The proposed consideration is approximately $15 million for satellite capacity associated with 12 satellites and related mission-control, ground-segment and operational-support access. Payment terms and delivery milestones are to be agreed in a definitive agreement.

Which conditions must be met for SAIQ’s proposed SEALSQ transaction to close?

Closing depends on SEALSQ Corp. and WISeSat.Space AG executing a definitive agreement and on approval by the boards of both the buyer and the seller.

When does the SAIQ-SEALSQ letter of intent terminate?

The letter terminates upon execution of a definitive agreement or mutual agreement. If no definitive agreement is entered, it terminates on December 31, 2026, unless the parties extend that date in writing.

Does SAIQ’s letter of intent prevent WISeSat.Space AG from pursuing other business?

Until the letter terminates, WISeSat.Space AG and the defined Seller Group may not initiate, solicit, entertain, negotiate, accept or discuss another proposal to acquire all or part of the Satellite Operations. The restriction does not cover nonconflicting satellite procurement, supplier selection, infrastructure development or other commercial arrangements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Available on EDGAR 10/26/2026 - 08:46 AM EDT Accepted by SEC EDGAR 10/26/2026 - 08:45 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 October 2026

Commission File Number: 001-43495

WISeSat.Space Holdings Corp.

(Exact name of registrant as specified in its charter)

Craigmuir Chambers, Road Town

Tortola, British Virgin Islands VG1110

(Address of principal executive office)

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 ☐

EXPLANATORY NOTE

On October 26, 2026, WISeSat Holdings Corp., a British Virgin Islands business company (“Pubco” or “WISeSat”) issued a press release (the “Press Release”) relating to a letter of intent between its subsidiary, WISeSat.Space AG, and SEALSQ Corp (“SEALSQ”), dated October 26, 2026 (“Letter of Intent”) in connection with the purchase by SEALSQ from WISeSat of satellite capacity associated with twelve satellites, together with other satellite operations (the “Satellite Transactions”). The financial consideration to be paid to WISeSat for these Satellite Transactions is estimated to be approximately $15 million subject to the terms of payment terms and delivery milestones to be agreed in a definitive agreement between these parties.

A copy of the Press Release is attached hereto as Exhibit 99.1, and the Letter of Intent is attached hereto as Exhibit 99.2, and each is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Form 6-K, including its attached Exhibit 99.1 and Exhibit 99.2, includes “forward-looking statements” with respect to WISeSat. The expectations, estimates, and projections of the businesses of WISeSat may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “anticipate,” “intend,” “may,” “will,” “could,” “should,” “potential,” “plan” and similar expressions are intended to identify such forward-looking statements. Actual results may differ materially and adversely from those expressed or implied in any forward-looking statements and WISeSat therefore cautions against placing undue reliance on any of these forward- looking statements. Many of these factors are outside of the control of WISeSat and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) statements to occur in the future regarding the Letter of Intent, its proposed transactions and its timing and anticipated revenues; (2) the supply, launch and operation of satellites and related infrastructure available to WISeSat; (3) planned security capabilities and subscription-based services of WISeSat; (4) references with respect to the anticipated benefits of the Satellite Transactions, entry into the proposed definitive agreement relating to Satellite Transactions and any projected revenue to or future financial performance of WISeSat; (5) WISeSat’s ability to scale and grow its business, including through the use of proceeds of the Satellite Transactions and/or the potential expansion of the constellation of satellites of WISeSat to up to 100 satellites through 2033, and the advantages and expected growth of WISeSat, including statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (6) the ability to recognize the anticipated benefits of the Satellite Transactions, which may be affected by, among other things, competition, the ability of WISeSat to grow and manage growth profitably, enter into relevant contracts and source and retain its key employees; (7) costs related to the Satellite Transactions; (8) changes in applicable laws and regulations or political and economic developments; (9) the possibility that WISeSat may be adversely affected by other economic, business and/or competitive factors; (10) WISeSat’s estimates of expenses and profitability; (11) operations of WISeSat and its ability to implement business plans, forecasts and other expectations; (12) WISeSat’s participation in deployment of satellites; (13) WISeSat’s participation in programs of suppliers including the quantum space orbital cloud program with SEALSQ and its related development and commercialization; and (14) other risks and uncertainties included or referenced in the “Risk Factors” sections of the Form 20-F filed by WISeSat on October 7, 2026 with the U.S. Securities and Exchange Commission (“SEC”) and its Registration Statement on Form F-4 filed by WISeSat on August 6, 2026, and other documents filed or to be filed, with the SEC by WISeSat. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. WISeSat does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. 

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated October 26, 2026.
99.2		Letter of Intent, dated October 26, 2026.

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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.

	WISeSat.Space Holdings Corp.
	By:	/s/ Carlos Moreira
	Name:	Carlos Moreira
	Title:	Chief Executive Officer and Director

Date: October 26, 2026

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Exhibit 99.1

WISeSat.Space Announces SEALSQ’s Firm Intent to Acquire Capacity and Operational
Services Associated with 12 Satellites for QSOC

Proposed transaction of an estimated $15 million supports WISeSat.Space’s commercial
development and establishes initial satellite, mission control and ground infrastructure for the
Quantum Spatial Orbital Cloud

SEALSQ’s Binding Letter of Intent builds on $10 million PIPE investment made in WISeSat.Space

Geneva, Switzerland / New York, United States — October 26, 2026 — WISeSat.Space Holdings Corp. (NASDAQ: SAIQ) (“WISeSat.Space”), a space technology company focused on secure satellite communications and related infrastructure, today announced the signing of a binding letter of intent dated today with its sister company, SEALSQ Corp (NASDAQ: LAES) (“SEALSQ”), contemplating SEALSQ’s acquisition of satellite capacity associated with twelve (12) WISeSat.Space satellites, together with access to related mission control, ground segment, spectrum filing, and operational support services.

The proposed transaction, involving consideration of approximately $15 million, subject to terms of the final agreement, is intended to establish the initial orbital and terrestrial infrastructure for the Quantum Spatial Orbital Cloud (“QSOC”).

For WISeSat.Space, the letter of intent represents a commercial milestone, linking the development of its satellite infrastructure to demand for secure communications, trusted digital identity and space-enabled security services.

Advancing WISeSat.Space’s Commercial Infrastructure

Under the proposed operating model, WISeSat.Space would be responsible for procuring the satellites, providing access to the initial constellation, and operating the associated mission control, ground segment and supporting infrastructure. SEALSQ would develop and commercialize QSOC’s security-services layer, drawing on its semiconductor security, Public Key Infrastructure (“PKI”), digital identity and cryptographic-key management technologies.

The proposed arrangement provides a commercial framework through which WISeSat.Space can monetize satellite capacity and operational services while supporting the development of a sovereign orbital trust platform.

The transaction follows WISeSat.Space’s commencement of Nasdaq trading on October 2, 2026, following completion of its business combination, and SEALSQ’s $10 million private investment in public equity in WISeSat.Space that each closed on October 1, 2026.

Together, these milestones support WISeSat.Space’s transition toward the deployment and commercialization of secure space infrastructure.

Initial 12-Satellite Capacity and Ground Infrastructure for QSOC

The letter of intent covers capacity associated with an initial fleet of 12 satellites, together with mission control, ground segment and operational support services.

The ground segment is intended to connect the satellite network with terrestrial systems, enabling communications, secure data exchange and integration with SEALSQ’s planned security services. The combined infrastructure would support the integration of semiconductor security, digital identity and cryptographic-key management across the network.

For WISeSat.Space, the contemplated transaction presents an important commercial opportunity to develop its satellite capacity and operational services business as the infrastructure is progressively deployed. Revenue recognition will depend on the applicable contractual terms and delivery of the associated capacity and services.

Building a Sovereign Orbital Trust Platform

QSOC is intended to combine WISeSat.Space’s satellite and ground infrastructure with SEALSQ’s semiconductor security, PKI and identity technologies. Planned capabilities include:

● Post-quantum-secured satellite communications.

● Trusted identity and authentication for connected devices.

● Secure cryptographic-key provisioning and lifecycle management.

● Access to quantum-generated randomness.

● Secure data exchange between orbital and terrestrial systems.

The objective is to support subscription-based services for governments, financial institutions, defense organizations and critical-infrastructure operators, with WISeSat.Space providing the underlying connectivity and operational infrastructure.

Connecting Satellite Infrastructure with Trusted Security Services

Carlos Moreira, Chairman and CEO of WISeSat.Space and SEALSQ, commented: “For WISeSat.Space, this letter of intent is a concrete step toward converting our orbital infrastructure strategy into commercial activity. The initial 12 satellites, together with mission control, ground infrastructure and operational support, are intended to provide the foundation on which QSOC’s services can be developed.

“Our ambition is to make WISeSat.Space a trusted infrastructure provider for organizations that require secure connectivity and control over their data, identities and cryptographic keys. By combining our satellite capabilities with SEALSQ’s security technologies, we aim to extend trust from the semiconductor to orbit and back to the devices and organizations using the network.

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“Following our Nasdaq listing, this contemplated transaction marks an important commercial foundation for the next phase of WISeSat.Space’s development, supported by progressive deployment, technical validation and customer demand.”

Gwenaël Rouy-Poirier, CFO of WISeSat.Space, commented: “Our ambition is not simply to deploy more satellites, but to continue to build a scalable and sustainable space-infrastructure business. This letter of intent represents an important step in that direction, giving us a tangible commercial objective around which to organize our next phase of development. Our focus now is on disciplined capital allocation, validating our industrial supply chain, and building the operational capabilities required to deliver. We intend to scale our investments and organization progressively, in line with technical readiness and contractual milestones.”

Commercial Development and Deployment Roadmap

The initial 12-satellite capacity and ground-infrastructure letter of intent is designed to establish a defined commercial foundation for QSOC. WISeSat.Space and SEALSQ plan to progressively integrate and validate the technologies required to deliver the platform’s proposed services.

Deployment of individual capabilities and commencement of customer services will depend on technical qualification, infrastructure readiness, regulatory authorizations and customer requirements.

The broader QSOC roadmap envisages progressive deployment of up to 100 satellites through 2033. Expansion remains subject to financing, technical validation, regulatory approvals, launch availability and commercial agreements.

Through this collaboration, WISeSat.Space aims to develop its satellite capacity and infrastructure-services business while supporting SEALSQ’s expansion into space-enabled security services.

About SEALSQ:

SEALSQ is a leading innovator in Post-Quantum Technology hardware and software solutions. Our technology seamlessly integrates Semiconductors, PKI (Public Key Infrastructure), and Provisioning Services, with a strategic emphasis on developing state-of-the-art Quantum Resistant Cryptography and Semiconductors designed to address the urgent security challenges posed by quantum computing. As quantum computers advance, traditional cryptographic methods like RSA and Elliptic Curve Cryptography (ECC) are increasingly vulnerable.

SEALSQ is pioneering the development of Post-Quantum Semiconductors that provide robust, future-proof protection for sensitive data across a wide range of applications, including Multi-Factor Authentication tokens, Smart Energy, Medical and Healthcare Systems, Defense, IT Network Infrastructure, Automotive, and Industrial Automation and Control Systems. By embedding Post-Quantum Cryptography into our semiconductor solutions, SEALSQ ensures that organizations stay protected against quantum threats. Our products are engineered to safeguard critical systems, enhancing resilience and security across diverse industries.

For more information on our Post-Quantum Semiconductors and security solutions, please visit www.sealsq.com.

About WISeSat.Space

WISeSat.Space Holdings Corp. (NASDAQ: SAIQ) is a space technology company focused on secure satellite communications and related space infrastructure. Its approach combines satellite infrastructure with cybersecurity and digital identity technologies to support trusted communications between connected devices and ground-based systems. WISeSat.Space intends to provide satellite capacity, mission control, ground infrastructure and operational services supporting secure space-to-device connectivity and the planned Quantum Spatial Orbital Cloud.

For more information, visit www.wisesat.space⁠.

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Forward-Looking Statements

This communication contains forward-looking statements concerning WISeSat.Space Holdings Corp., SEALSQ Corp and their respective businesses. These statements include, without limitation, statements regarding the letter of intent, proposed transaction and its timing and anticipated revenues; the supply, launch and operation of satellites and related infrastructure; the development and commercialization of QSOC; planned security capabilities and subscription-based services; and the potential expansion of the constellation to up to 100 satellites through 2033.

Forward-looking statements reflect current expectations and assumptions and involve known and unknown risks, uncertainties and contingencies, many of which are beyond the companies’ control. Actual results may differ materially from those expressed or implied. Relevant risks include finalization and performance of contractual arrangements; the related-party nature of the transaction; financing availability; supplier performance and launch availability; technical qualification and integration; regulatory and spectrum authorizations; infrastructure readiness; customer demand; and the risks described in WISeSat.Space’s and SEALSQ’s respective filings with the U.S. Securities and Exchange Commission.

The proposed transaction remains subject to the negotiation and execution of definitive agreements and relevant board of directors approvals. Planned capabilities and deployment milestones remain subject to applicable technical, commercial and regulatory conditions.

WISeSat.Space provides this communication as of its date and undertakes no obligation to update forward-looking statements, except as required by law.

WISeSat.Space Holdings Corp.
Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
info@wisesat.com WISeSat.Space Investor Relations (US)
The Equity Group Inc.
Lena Cati
Tel: +1 212 836-9611 Lena.cati@theequitygroup.com

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Exhibit 99.2

LETTER OF INTENT

This letter of intent, dated October 26, 2026 (the “Letter”) is intended to summarize the principal terms of a possible acquisition (the “Transaction”) by SEALSQ Corp (“Buyer”) of satellite capacity from WISeSat.Space AG (“Seller”). Buyer and Seller are referred to collectively as the “Parties.”

1. Acquisition of Satellite Operations and Financial Consideration.

(a) Subject to the satisfaction of the conditions described in this Letter, Buyer agrees to acquire from Seller satellite capacity associated with twelve (12) satellites, together with access to related mission control, ground segment, and operational support services intended to support space-to-device communications and secured transactions (the “Satellite Operations”), for a financial consideration set forth in Section 1(b) of this Letter.

(b) The financial consideration for the Satellite Operations would be approximately $15,000,000 (the “Consideration”) in accordance with the payment terms and delivery milestones to be agreed in a definitive agreement to be entered into between Buyer and Seller (the “Definitive Agreement”).

2. Proposed Definitive Agreement. As soon as reasonably practicable after the execution of this Letter, the Parties shall commence to negotiate the Definitive Agreement relating to Buyer’s acquisition of the Satellite Operations. The Definitive Agreement would include the terms summarized in this Letter and such other representations, warranties, conditions, covenants, indemnities, and other terms that are customary for transactions of this kind and are not inconsistent with this Letter.

3. Conditions. Buyer’s obligation to close the proposed Transaction will be subject to (i) the Parties’ execution of the Definitive Agreement and (ii) the Board of Directors of Buyer and Seller approving the Transaction.

4. Exclusivity. Seller agrees that until such time as this Letter has terminated in accordance with the provisions of paragraph 5 (such period, the “Exclusivity Period”), neither it nor any of its representatives, officers, employees, directors, agents, stockholders, subsidiaries or affiliates (collectively, the “Seller Group”) shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any person or group of persons (including members of the Seller Group) other than Buyer and its affiliates (an “Acquisition Proposal”) to acquire all or any portion of the Satellite Operations contemplated under this Letter, or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Transaction with Buyer. Seller agrees to immediately notify Buyer if any member of the Seller Group receives any indications of interest, requests for information or offers in respect of an Acquisition Proposal, and will communicate to Buyer in reasonable detail the terms of any such indication, request or offer, and will provide Buyer with copies of all written communications relating to any such indication, request or offer. Immediately upon execution of this Letter, Seller shall, and shall cause the Seller Group to, terminate any and all existing discussions or negotiations with any person or group of persons other than Buyer and its affiliates regarding an Acquisition Proposal. Seller represents that no member of the Seller Group is party to or bound by any agreement with respect to an Acquisition Proposal other than under this Letter.

For the avoidance of doubt, this paragraph shall not restrict Seller’s ability to pursue satellite procurement, supplier selection, infrastructure development or other commercial arrangements that do not conflict with the Transaction contemplated by this Letter.

5. Termination. This letter will automatically terminate and be of no further force and effect upon the earlier of (i) execution of the Definitive Agreement by Buyer and Seller, (ii) mutual agreement of Buyer and Seller, and (iii) December 31, 2026 in the event a Definitive Agreement is not entered into by such date (unless such date is otherwise extended in writing by agreement of Buyer and Seller). Notwithstanding anything in the previous sentence, this paragraph, paragraphs 6, 7, 8 and 9 shall survive the termination of this Letter and the termination of this Letter shall not affect any rights any Party has with respect to the breach of this Letter by another Party prior to such termination.

6. GOVERNING LAW. THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH INTERNAL LAWS OF SWITZERLAND, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THOSE OF SWITZERLAND.

7. No Third Party Beneficiaries. Except as specifically set forth or referred to herein, nothing herein is intended or shall be construed to confer upon any person or entity other than the Parties and their successors or assigns, any rights or remedies under or by reason of this Letter. Notwithstanding the foregoing, each of WISeSat.Space Holdings Corp. and its subsidiaries shall be an express third party beneficiary to the rights and remedies of Seller under this Letter.

8. Expenses. The Parties will each pay their own transaction expenses, including the fees and expenses of investment bankers and other advisors, incurred in connection with the proposed Transaction.

9. Miscellaneous. This Letter constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written proposals, understandings, and communications relating thereto. No amendment to this Letter shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any further exercise thereof. This Letter may be executed by electronic signature.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each of the Parties have executed this Letter as of the date first above written.

	SEALSQ Corp
	By:	/s/ Carlos Moreira
	Name:	Carlos Moreira
	Title:	Chief Executive Officer

WISeSat.Space AG
By:	/s/ Gwenael Rouy-Poirier
Name:	Gwenael Rouy-Poirier
Title:	Chief Financial Officer

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Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 PRESS RELEASE, DATED OCTOBER 26, 2026 26.5 KB
• EX-99.2 LETTER OF INTENT, DATED OCTOBER 26, 2026 20.6 KB