WISeQey units plan roughly $15M satellite capacity deal
WISeQey Corp. reported a binding letter of intent between its subsidiaries SEALSQ Corp. and WISeSat.Space AG: SEALSQ would acquire capacity associated with 12 satellites, plus access to mission control, ground segment and operational support.
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Rhea-AI Filing Summary
WISeQey Corp. reported a binding letter of intent between its subsidiaries SEALSQ Corp. and WISeSat.Space AG: SEALSQ would acquire capacity associated with 12 satellites, plus access to mission control, ground segment and operational support. Consideration is estimated at approximately $15 million, with payment terms and delivery milestones to be agreed in a definitive agreement. WISeQey calls the deal a related-party transaction. SEALSQ and WISeSat are affiliates, and Carlos Moreira is CEO of all three companies; WISeQey says Moreira and WISeQey may have interests differing from or additional to those of SEALSQ’s and WISeSat’s other shareholders.
Closing is subject to execution of a definitive agreement and approval by the boards of SEALSQ and seller WISeSat.Space AG. The letter terminates upon a definitive agreement, mutual agreement, or December 31, 2026, if no agreement has been reached, unless extended in writing. The broader QSOC roadmap envisages up to 100 satellites through 2033, subject to financing, technical validation, regulatory approvals, launch availability and commercial agreements.
Key Figures
Key Terms
Definitive Agreement financial
Exclusivity Period financial
ground segment technical
Public Key Infrastructure technical
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: 001-39115
WISEQEY CORP.
(Exact Name of Registrant as Specified in Charter)
WISEQEY CORP.
(Translation of Registrant’s name into English)
| British Virgin Islands | CRAIGMUIR
CHAMBERS, ROAD TOWN, TORTOLA, TORTOLA, Virgin Islands, British, VG 1110 |
Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) | (Address of principal executive office) | (I.R.S. Employer Identification No.) |
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, each of WISeSat.Space Holdings Corp., a British Virgin Islands business company (“WISeSat”), and SEALSQ Corp (“SEALSQ”), each a subsidiary of WISeQey Corp. (“WISeQey”), issued a press release relating to a letter of intent, dated October 26, 2026 (the “Letter of Intent”), between WISeSat.Space AG, a subsidiary of WISeSat, and SEALSQ, 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 payment terms and delivery milestones to be agreed in a definitive agreement between WISeSat.Space AG and SEALSQ.
The Satellite Transactions are a related-party transaction. SEALSQ and WISeSat are affiliates. Each is a subsidiary of WISeQey. Carlos Moreira serves as Chief Executive Officer of each of WISeQey, SEALSQ and WISeSat. Because of these relationships, Mr. Moreira and WISeQey may have interests in the Satellite Transactions that differ from, or are in addition to, those of SEALSQ’s and WISeSat’s other shareholders.
Cautionary Note Regarding Forward-Looking Statements
This Form 6-K, including its attached Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, includes “forward-looking statements” with respect to WISeQey, SEALSQ and WISeSat. The expectations, estimates, and projections of the businesses of WISeQey, SEALSQ and 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 each of WISeQey, SEALSQ 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 WISeQey, SEALSQ and 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 and costs; (2) the supply, launch and operation of satellites and related infrastructure available to WISeSat and SEALSQ; (3) planned security capabilities and subscription-based services of WISeSat and SEALSQ; (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 WISeQey, SEALSQ or 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 WISeQey, SEALSQ and 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 WISeQey, SEALSQ and WISeSat to grow and manage growth profitably, enter into relevant contracts and source and retain their key employees; (7) costs related to the Satellite Transactions, including SEALSQ’s ability to fund the consideration payable under the Satellite Transactions; (8) changes in applicable laws and regulations or political and economic developments; (9) the possibility that WISeQey, SEALSQ or WISeSat may be adversely affected by other economic, business and/or competitive factors; (10) the estimates of expenses and profitability of WISeQey, SEALSQ and WISeSat; (11) operations of WISeQey, SEALSQ and WISeSat and their ability to implement business plans, forecasts and other expectations; (12) WISeSat’s and SEALSQ’s participation in deployment of satellites; (13) WISeSat’s and SEALSQ’s participation in programs of suppliers including the quantum space orbital cloud program and its related development and commercialization; and (14) other risks and uncertainties included or referenced in the “Risk Factors” sections of the Annual Report on Form 20-F filed by WISeQey on April 30, 2026, WISeQey’s Registration Statement on Form F-4 filed by WISeQey on July 16, 2026, the Annual Report on Form 20-F filed by SEALSQ on March 31, 2026, the Form 20-F filed by WISeSat on October 7, 2026, and WISeSat’s Registration Statement on Form F-4 filed by WISeSat on August 6, 2026, each with the U.S. Securities and Exchange Commission (“SEC”), and other documents filed or to be filed with the SEC by WISeQey, SEALSQ or 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. None of WISeQey, SEALSQ or WISeSat undertakes or accepts 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.
| Exhibit No. | Description | |
| 99.1 | Press release of SEALSQ Corp issued on October 26, 2026 | |
| 99.2 | Press release of WISeSat.Space Holdings Corp. issued on October 26, 2026 | |
| 99.3 | Letter of Intent, dated October 26, 2026, between SEALSQ Corp and WISeSat.Space AG |
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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.
| Date: October 27, 2026 | wiseQey CORP. | ||
| By: | /s/ Carlos Moreira | ||
| Name: | Carlos Moreira | ||
| Title: | Chief Executive Officer | ||
| By: | /s/ John O’Hara | ||
| Name: | John O’Hara | ||
| Title: |
Chief Financial Officer | ||
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Exhibit 99.1
SEALSQ Announces Intent to Acquire Capacity
and Operational Services Associated with 12
WISeSat.Space Satellites for QSOC
Binding Letter of
Intent establishes the initial space and ground infrastructure for QSOC in a
transaction estimated to be worth $15 million over the next
18 months, building on recent
$10 million PIPE made in WISeSat.Space
Geneva, Switzerland / New York, United States — October 26, 2026 — SEALSQ Corp (NASDAQ: LAES) (“SEALSQ”), a developer of semiconductor, Public Key Infrastructure (“PKI”) and post-quantum security technologies, together with its sister company, WISeSat.Space Holdings Corp. (NASDAQ: SAIQ) (“WISeSat.Space”), today announced the signing of a binding letter of intent contemplating SEALSQ’s acquisition of satellite capacity associated with twelve (12) WISeSat.Space satellites, together with access to related mission control, ground segment, and operational support services. The proposed transaction, involving consideration of approximately $15 million is intended to support space-to-device communications and secured transactions for the development of the Quantum Spatial Orbital Cloud (“QSOC”).
The letter of intent represents a milestone in the companies’ strategy to combine secure semiconductors, trusted digital identity and satellite connectivity into sovereign orbital infrastructure.
For SEALSQ, the letter of intent provides the initial infrastructure needed to extend its semiconductor security, digital identity and cryptographic-key management technologies into space-enabled services. SEALSQ intends to develop and commercialize QSOC’s security-services layer, creating a potential source of recurring subscription revenue from government and enterprise customers.
First 12 Satellites and Ground Station to Establish Initial QSOC Infrastructure
The letter of intent covers capacity associated with an initial fleet of 12 satellites, together with mission control, ground segment and operational support services, providing the orbital and terrestrial infrastructure needed to support QSOC’s development.
The ground station is intended to connect the satellite network with terrestrial systems, supporting communications, secure data exchange and integration with SEALSQ’s planned security services. Together, the satellites and ground station would support the integrating semiconductor security, digital identity and cryptographic-key management across the network.
The proposed transaction aligns WISeSat.Space’s infrastructure development with SEALSQ’s strategy to extend its security technologies into space-enabled services.
Developing a Sovereign Orbital Trust Platform
QSOC is intended to combine WISeSat.Space’s satellite infrastructure with SEALSQ’s semiconductor security, PKI and identity technologies. Planned services 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. |
Under the proposed operating model, WISeSat.Space would be responsible for the supply and launch of the satellites, for providing access to the initial constellation, and for operating the ground station, mission control and associated infrastructure, while SEALSQ would develop and commercialize the security-services layer. The objective is to offer subscription-based services to governments, financial institutions, defense organizations and critical-infrastructure operators.
Bringing Semiconductor Trust into Space
Carlos Moreira, Chairman and CEO of SEALSQ and WISeSat.Space, commented: “This letter of intent is a concrete step towards moving QSOC from vision into infrastructure. 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 goal is to extend trust from the semiconductor to the satellite, through the ground station and ultimately to the organizations and devices using the network. Sovereignty requires control over identity, cryptographic keys and the systems that authorize access to data. Through QSOC, we aim to bring these capabilities together across terrestrial and orbital infrastructure, supported by rigorous technical validation.”
John O’Hara, CFO of SEALSQ, commented: “This letter of intent is aimed at extending SEALSQ’s semiconductor security, digital identity and cryptographic-key management technologies into space-enabled services. By securing access to the initial satellite and ground and operational infrastructure for QSOC, we are laying the foundation for a subscription-based security offering that could complement our semiconductor business and create a new source of recurring revenue. Our focus is on disciplined capital deployment, aligning further investment with technical validation and customer demand to build long-term value for SEALSQ shareholders.”
Commercial Development and Deployment Roadmap
The initial 12-satellite constellation and ground-station aims to establish a defined commercial foundation for QSOC. The companies intend to progressively integrate and validate the technologies required to deliver their planned services.
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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.
The collaboration creates a potential route for SEALSQ to extend its semiconductor and trusted-identity technologies into space-enabled services, while supporting WISeSat.Space’s development of secure communications infrastructure.
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 and related space and ground infrastructure that may support SEALSQ’s planned QSOC roadmap. Visit wisesat.space.
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.
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Forward-Looking Statements
This communication expressly or implicitly contains certain forward-looking statements concerning SEALSQ Corp and its businesses. Forward-looking statements include statements regarding our business strategy, financial performance, results of operations, market data, events or developments that we expect or anticipate will occur in the future, as well as any other statements which are not historical facts. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the closing of the definitive agreements; the proposed transaction’s ability to further SEALSQ’s strategic intention to extend its semiconductor security, digital identity and cryptographic-key management technologies into space-enabled services; SEALSQ’s ability to develop and commercialize QSOC’s security-services layer; SEALSQ’s ability to create a source of recurring subscription revenue from the QSOC; SEALSQ’s ability to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor industry conditions; and the risks discussed in SEALSQ’s filings with the SEC. Risks and uncertainties are further described in reports filed by SEALSQ with the SEC.
SEALSQ Corp is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
| SEALSQ Corp. Carlos Moreira Chairman & CEO Tel: +41 22 594 3000 info@sealsq.com |
SEALSQ Investor Relations (US) Lena.cati@theequitygroup.com |
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Exhibit 99.2
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.
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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.
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) Lena.cati@theequitygroup.com |
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Exhibit 99.3
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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