Wisekey International Holding S.A. (WKEY) SEC Filings

Wisekey International Holding S.A. (WKEY) filed an initial statement of beneficial ownership (Form 3) for Alexander Sebastian Hirsch, who serves as Chief Marketing Officer. The filing does not list any reportable transactions or equity holdings for him at this time.

Wisekey International Holding S.A. (WKEY) reported the appointment of Alexander Hirsch as Group Chief Marketing Officer. He will coordinate global marketing, communications, brand positioning and go-to-market activities across WISeKey and its subsidiaries, including SEALSQ, WISeSat and WISeID, as the Group expands in post-quantum cybersecurity, semiconductors, quantum technologies, satellite communications and digital identity.

Hirsch previously held senior marketing roles at Salesforce, where he led executive marketing across Europe and major global partnership initiatives, and at the World Economic Forum as Head of Marketing Platforms. His mandate includes building a unified global marketing strategy, strengthening the Group’s common narrative, supporting commercial revenue growth, expanding strategic partnerships and enhancing investor-facing communications.

Wisekey International Holding S.A. (WKEY) reports several steps related to the proposed business combination of its space subsidiary with a SPAC. On August 6, 2026, SEALSQ Corp., a subsidiary and Seller alongside Wisekey, signed a Subscription Agreement with the British Virgin Islands holding company that will be the post‑combination parent and with the SPAC counterparty.

Under this agreement, SEALSQ committed to purchase $10,000,000 of that parent’s ordinary shares at a price equal to the SPAC public shareholders’ redemption price. Using an illustrative redemption price of $10.66 per share as of June 30, 2026, this would equal 938,086 ordinary shares, issued concurrently with the business combination closing. The subscription includes price‑protection mechanics that could grant additional shares or pre‑funded warrants if post‑closing trading prices fall below the purchase price, subject to a 9.99% beneficial ownership cap when that feature is elected.

Separately, a First Amendment to the Business Combination Agreement extends the transaction “Outside Date” to October 31, 2026. An earlier Joinder Agreement made SEALSQ a Seller under that Business Combination Agreement, reflecting its ownership of 435 ordinary and 435 Class F shares in the space company being combined.

WISeKey International Holding furnished a shareholder letter from SEALSQ Corp describing a strong first half of 2026 and updated strategy. SEALSQ’s preliminary unaudited revenue for the first half of 2026 was approximately $11 million, up from $5 million a year earlier, about 120% year-over-year growth. Second-quarter 2026 preliminary revenue was approximately $7 million versus $4 million in the first quarter, indicating sequential acceleration. As of June 30 2026, cash and short-term investments were about $485 million, aided by a $125 million registered direct offering.

The company reports an active pipeline exceeding $225 million in opportunities through 2029, with over $60 million tied to its QS7001 and QVault TPM post-quantum products, and reaffirms 2026 revenue guidance of 50%–100% growth over audited 2025 revenue of $18.3 million. Management details certification milestones for QS7001 and QVault TPM through 2027 and highlights the SEALQuantum Sovereign Vertical Stack, targeting $200 million of capital deployment, with more than $60 million invested so far across several quantum and security assets. A non-binding letter of intent was also executed via Quantisimo Corp. with GigCapital8 Corp., subject to definitive agreements and approvals.

WISeKey International Holding plans to change its holding company jurisdiction from Switzerland to the British Virgin Islands through a merger of WISeKey CH into its wholly owned BVI subsidiary WISeKey International Corp. Shareholders will vote at an Extraordinary General Meeting on September 9, 2026 in Zurich on approval of the Merger Agreement. A related prospectus covers the issuance of up to 4,177,172 WISeKey BVI Ordinary Shares and up to 413,580 WISeKey BVI Class B Shares as merger consideration.

Each WISeKey CH Class B Share may be exchanged for either one BVI Ordinary Share or ten BVI Class B Shares, subject to a 49.999999% Class B voting cap. Each Class A Share may be exchanged for either one BVI Class F Share or one BVI Class B Share, also subject to this cap. Holders who do not make a timely election receive Ordinary Shares (for Class B) or Class F Shares (for Class A). ADS holders will receive BVI Ordinary Shares, unless they cancel ADSs and become direct shareholders before the election cutoff.

After completion, BVI Ordinary Shares are expected to trade on Nasdaq and SIX under “WQEY”, while Swiss-listed WISeKey CH Class B Shares and Nasdaq-listed ADSs will be delisted. The new multi-class structure gives Class B Shares ten votes but reduced economic rights, and allows Class F Shares to represent 49.999999% of total voting power, reinforcing founder and insider control. An opting-out provision from Swiss mandatory takeover rules will be continued, meaning no mandatory public offer is required even if an investor exceeds one-third of voting rights.

WISeKey International Holding AG reports that the Swiss Takeover Board issued Decision 947/01 on 30 July 2026 concerning WISeKey International Holding AG and WISeKey International Corp. regarding the determination of the validity of an opting-out clause. The publication is made pursuant to Article 61 paragraph 3 of the Ordinance of the Takeover Board on Public Takeover Offers.

The notice explains that any qualified shareholder of WISeKey International Holding SA holding at least 3% of the voting rights, whether exercisable or not, who has not yet participated in the proceedings, may file an objection. Objections must be submitted to the Takeover Board within five trading days after publication of the decision and must include a formal request, a summary of the legal grounds, and proof of the shareholding in accordance with Article 56 paragraphs 3 and 4 and Article 58 paragraph 3 of the Ordinance.

WISeKey International Holding AG communicates a decision of the Swiss Takeover Board, decision 947/01 dated 30 July 2026, concerning WISeKey International Holding AG and WISeKey International Corp. and the determination of the validity of an opting-out clause.

Under Swiss takeover rules, any shareholder of WISeKey International Holding SA holding at least 3% of the voting rights, whether exercisable or not, and who has not yet participated in the proceedings, may file an objection to the decision. Objections must be filed with the Takeover Board within five trading days after publication and must include a formal request, a summary of the legal grounds, and proof of the holding in accordance with article 56 paragraphs 3 and 4 of the Ordinance of the Takeover Board on Public Takeover Offers.

WISeKey International Holding Ltd plans to redomicile its corporate parent from Switzerland to the British Virgin Islands through a merger of WISeKey with its wholly owned BVI subsidiary, WISeKey International Corp., which would become the publicly traded parent of the group. A registration statement on Form F-4, including a preliminary prospectus for this merger, has been publicly filed with the U.S. SEC.

The merger is subject to multiple conditions, including approval by shareholders at an extraordinary general meeting expected on September 9, 2026, SEC effectiveness of the registration statement, required Nasdaq and SIX Swiss Exchange listing authorizations, and confirmation from the Swiss Takeover Board on maintaining the existing opting-out from mandatory takeover rules. Access to the merger agreement, related reports and audit confirmation, and financial statements for 2023–2025 for WISeKey and 2025 statements for WISeKey BVI will be provided at least 30 days before the meeting. Completion, timing, and anticipated benefits remain uncertain, and no offer or solicitation of securities is being made.

WISeKey International Holding Ltd announced that its wholly owned British Virgin Islands subsidiary, WISeKey International Corp. (WISeKey BVI), has filed a Form F-4 registration statement with the U.S. SEC to support a proposed redomiciliation of WISeKey from Switzerland to the British Virgin Islands via a merger. Under the proposal, WISeKey would merge into WISeKey BVI, which would remain as the publicly traded parent company and legal successor of the WISeKey group on Nasdaq and SIX Swiss Exchange.

The merger remains subject to several conditions, including WISeKey shareholder approval at an extraordinary general meeting currently expected on September 9, 2026, SEC effectiveness of the Form F-4, Nasdaq and SIX listing authorizations, and confirmation by the Swiss Takeover Board that WISeKey BVI benefits from the same opting-out from mandatory takeover provisions as WISeKey. Shareholders will receive access to detailed merger documentation and audited financial statements for 2025, 2024 and 2023, plus WISeKey BVI’s 2025 standalone financials, at least 30 days before the meeting. The registration statement is not yet effective and there is no assurance the merger will be completed on the anticipated timeline or at all.