WISeKey: 518 Shares Elect Class B in Planned Merger
The surviving-company merger remains subject to closing conditions and Swiss and BVI corporate, regulatory and administrative procedures.
Rhea-AI Filing Summary
WISeKey International Holding S.A. (WKEY) reported the Class B share election results for its proposed cross-border merger with its British Virgin Islands subsidiary. Holders of 518 WISeKey Class B registered shares validly elected to receive WISeQey Class B shares. Holders who did not make a timely and valid election will receive one WISeQey ordinary share for each WISeKey Class B share held. The election period concluded on September 23, 2026, at 14:00 CEST.
The former subsidiary, previously named WISeKey International Corp., changed its name to WISeQey Corp. effective September 16, 2026, and will be the surviving company. WISeKey shareholders approved the merger on September 9, 2026; completion remains subject to remaining closing conditions and applicable Swiss and BVI corporate, regulatory and administrative procedures. WISeKey said it will provide an update on the effective date and the commencement of WISeQey ordinary-share trading on Nasdaq and SIX Swiss Exchange after the conditions and implementation steps are completed.
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Key Figures
Key Terms
cross-border merger regulatory
redomiciliation regulatory
closing conditions regulatory
surviving company regulatory
FAQ
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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 September 2026
Commission File Number: 001-39115
WISEKEY INTERNATIONAL HOLDING AG
(Exact Name of Registrant as Specified in Charter)
WISEKEY INTERNATIONAL HOLDING LTD
(Translation of Registrant’s name into English)
| Canton of Zug, Switzerland | General-Guisan-Strasse 6 CH-6300 Zug, Switzerland | 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
| Exhibit No. | Description | |
| 99.1 | Press release of WISeKey International Holdings AG issued on September 25, 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.
| Date: September 25, 2026 | WISEKEY INTERNATIONAL HOLDING AG | ||
| 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
WISeKey Announces Results
of Class B Share Election and Name Change of BVI Merger
Subsidiary to WISeQey Corp.
Zug, Switzerland, September 25, 2026 – WISeKey International Holding Ltd (“WISeKey” or the “Company”) (SIX: WIHN; NASDAQ: WKEY) today announced the results of the share election process conducted in connection with the previously announced proposed cross-border merger of WISeKey with and into its British Virgin Islands subsidiary, formerly known as WISeKey International Corp. (the “Merger”).
The Company also announced that WISeKey International Corp. has changed its name to WISeQey Corp. (“WISeQey”), effective September 16, 2026. WISeQey will be the surviving company in the Merger.
Results of the Class B Share Election
The election period for holders of WISeKey Class B registered shares concluded on September 23, 2026 at 14:00 CEST. Under the terms of the Merger, eligible holders were entitled to elect, on a share-by-share basis, to receive either:
| ● | one WISeQey ordinary share for each WISeKey Class B share held; or | |
| ● | ten WISeQey Class B shares for each WISeKey Class B share held, subject to the applicable Class B share cap and related allocation mechanics. |
Holders who did not make a timely and valid election will receive one WISeQey ordinary share for each WISeKey Class B share held in accordance with the terms of the Merger.
Based on the final election results, holders of 518 WISeKey Class B shares validly elected to receive WISeQey Class B shares. Accordingly, upon completion of the Merger, WISeQey expects to issue:
| ● | 5,180 WISeQey Class B shares in respect of valid elections made by holders of WISeKey Class B shares; | |
| ● | 4,176,654 WISeQey ordinary shares in respect of the remaining WISeKey Class B shares, including WISeKey Class B shares represented by ADSs; and | |
| ● | 1,819,060 WISeQey Class F shares in exchange for the outstanding WISeKey Class A shares. |
Next Steps in the Redomiciliation
The proposed Merger was approved by WISeKey shareholders at the Extraordinary General Meeting held on September 9, 2026. The completion of the Merger remains subject to the satisfaction of the remaining closing conditions and completion of the applicable Swiss and BVI corporate, regulatory and administrative procedures.
The Company will provide a further update regarding the effective date of the Merger and the commencement of trading of WISeQey ordinary shares on Nasdaq and SIX Swiss Exchange once the remaining conditions and implementation steps have been completed.
About WISeKey
WISeKey International Holding Ltd (“WISeKey”, SIX: WIHN; Nasdaq: WKEY) is a global leader in cybersecurity, digital identity, and IoT solutions platform. It operates as a Swiss-based holding company through several operational subsidiaries, each dedicated to specific aspects of its technology portfolio. The subsidiaries include (i) SEALSQ Corp (Nasdaq: LAES), which focuses on semiconductors, PKI, and post-quantum technology products, (ii) WISeID, which specializes in RoT and PKI solutions for secure authentication and identification in IoT, blockchain, and AI, (iii) WISeSat AG, which focuses on space technology for secure satellite communication, specifically for IoT applications, (iv) WISe.ART Corp, which focuses on trusted blockchain NFTs and operates the WISe.ART marketplace for secure NFT transactions, and (v) SEALCOIN AG, which focuses on decentralized physical internet with DePIN technology and houses the development of the SEALCOIN platform.
Each subsidiary contributes to WISeKey’s mission of securing the internet while focusing on its respective areas of research and expertise. Their technologies seamlessly integrate into the comprehensive WISeKey platform. WISeKey secures digital identity ecosystems for individuals and objects using blockchain, AI, and IoT technologies. With over 1.6 billion microchips deployed across various IoT sectors, WISeKey plays a vital role in securing the Internet of Everything. Trusted by the OISTE/WISeKey cryptographic Root of Trust, WISeKey provides secure authentication and identification for IoT, blockchain, and AI applications. The WISeKey Root of Trust ensures the integrity of online transactions between objects and people. For more information on WISeKey’s strategic direction and its subsidiary companies, please visit www.wisekey.com.
Press and investor contacts:
| WISeKey International Holding Ltd Company Contact: Carlos Moreira Chairman & CEO Tel: +41 22 594 30 00 info@wisekey.com |
WISeKey Investor Relations (US) Contact: Lena Cati The Equity Group Inc. Tel: +1 212 836-9611 lena.cati@theequitygroup.com |
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Disclaimer:
This communication expressly or implicitly contains certain forward-looking statements concerning WISeKey International Holding Ltd and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of WISeKey International Holding Ltd to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. WISeKey International Holding Ltd 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.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and it does not constitute an offering prospectus within the meaning of the Swiss Financial Services Act (“FinSA”) or advertising within the meaning of the FinSA. Investors must rely on their own evaluation of WISeKey and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of WISeKey.
Important Additional Information and Where to Find It
In connection with the merger, WISeQey filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 (File No. 333-297507), which was declared effective on July 31, 2026 and includes a prospectus of WISeQey. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The registration statement, prospectus, and other documents filed by WISeKey or WISeQey with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or by directing a request to WISeKey International Holding Ltd, General-Guisan-Strasse 6, 6300 Zug, Switzerland.
Participants in the Solicitation
WISeKey, WISeQey, and their respective directors and executive officers may be deemed to have been participants in the solicitation of proxies from WISeKey’s shareholders in connection with the merger. Information regarding the interests of these directors and executive officers in the merger is included in the prospectus. Additional information regarding WISeKey’s directors and executive officers is also included in WISeKey’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov.
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No Offer or Solicitation
This communication is for informational purposes only and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are typically identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “should,” “would,” “could,” “may,” and similar expressions. These forward-looking statements include, but are not limited to, statements regarding: the anticipated benefits of the redomiciliation and merger; the expected timing and completion of the merger and the effectiveness thereof; the satisfaction of remaining conditions to the merger, including regulatory approvals; the expected listing of WISeQey shares on Nasdaq and SIX Swiss Exchange; and the expected number and type of shares to be issued in connection with the merger.
These forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry and markets in which WISeKey and WISeQey operate, and management’s beliefs and assumptions. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Important factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to: the risk that the merger may not be completed in a timely manner or at all; failure to satisfy remaining closing conditions; failure to obtain required regulatory approvals, including from Nasdaq, SIX Swiss Exchange, or the Swiss Takeover Board; the risk that the anticipated benefits of the redomiciliation may not be realized; changes in applicable laws or regulations; general economic and market conditions; and other risks and uncertainties described in WISeKey’s filings with the SEC, including its Annual Report on Form 20-F. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. WISeKey does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
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