Cover
Cover | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 6-K/A | 6-K/A |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41709 | |
Entity Registrant Name | SEALSQ CORP | SEALSQ CORP |
Entity Central Index Key | 0001951222 | |
Entity Incorporation, State or Country Code | D8 | |
Entity Address, Address Line One | Avenue Louis-Casaï 58 | |
Entity Address, City or Town | Cointrin | |
Entity Address, Country | CH | |
Entity Address, Postal Zip Code | 1216 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income/(Loss) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Net sales | $ 14,751 | $ 10,656 |
Cost of sales | (6,760) | (6,130) |
Depreciation of production assets | (201) | 240 |
Gross profit | 7,790 | 4,766 |
Other operating income | 9 | 4 |
Research & development expenses | (1,492) | (1,161) |
Selling & marketing expenses | (2,441) | (1,970) |
General & administrative expenses | (4,145) | (2,022) |
Total operating expenses | (8,069) | (5,149) |
Operating loss | (279) | (383) |
Non-operating income | 180 | 469 |
Interest and amortization of debt discount | (143) | (155) |
Non-operating expenses | (313) | (113) |
Loss before income tax expense | (555) | (182) |
Income tax income (expense) | (320) | (1) |
Net loss | $ (875) | $ (183) |
Earnings per ordinary share (USD) | ||
Basic | $ (0.06) | $ (0.01) |
Diluted | $ (0.06) | $ (0.01) |
Other comprehensive income / (loss), net of tax: | ||
Foreign currency translation adjustments | $ (4) | $ (9) |
Net gain (loss) arising during period | ||
Other comprehensive loss | (4) | (9) |
Comprehensive loss | $ (879) | $ (192) |
F Share | ||
Earnings per ordinary share (USD) | ||
Basic | $ (0.29) | $ (0.06) |
Diluted | $ (0.29) | $ (0.06) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 1,860 | $ 4,057 |
Accounts receivable, net of allowance for doubtful accounts | 3,471 | 2,219 |
Inventories | 9,334 | 7,510 |
Prepaid expenses | 925 | 394 |
Other current assets | 773 | 1,252 |
Total current assets | 16,363 | 15,432 |
Noncurrent assets | ||
Deferred income tax assets | 2,977 | 3,296 |
Deferred tax credits | 1,180 | 692 |
Property, plant and equipment net of accumulated depreciation | 2,181 | 782 |
Intangible assets, net of accumulated amortization | 1 | |
Operating lease right-of-use assets | 1,294 | 1,379 |
Other noncurrent assets | 82 | 77 |
Total noncurrent assets | 7,714 | 6,227 |
TOTAL ASSETS | 24,077 | 21,659 |
Current Liabilities | ||
Accounts payable | 9,018 | 6,735 |
Indebtedness to related parties, current | 3,374 | |
Current portion of obligations under operating lease liabilities | 353 | 324 |
Income tax payable | 45 | 47 |
Other current liabilities | 225 | 148 |
Total current liabilities | 9,641 | 10,628 |
Noncurrent liabilities | ||
Bonds, mortgages and other long-term debt | 1,577 | 1,489 |
Operating lease liabilities, noncurrent | 889 | 988 |
Indebtedness to related parties, noncurrent | 12,186 | 7,946 |
Employee benefit plan obligation | 429 | 396 |
Total noncurrent liabilities | 15,081 | 10,819 |
TOTAL LIABILITIES | 24,722 | 21,447 |
SHAREHOLDERS' EQUITY | ||
Common stock | 75 | 75 |
Additional paid-in capital | 16,752 | 16,731 |
Accumulated other comprehensive income / (loss) | 771 | 775 |
Accumulated deficit | (18,318) | (17,444) |
Total shareholders' equity | (645) | 212 |
TOTAL LIABILITIES AND EQUITY | 24,077 | 21,659 |
F Share | ||
SHAREHOLDERS' EQUITY | ||
Common stock | $ 75 | $ 75 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 7,501,500 | 7,501,400 |
Common stock, shares outstanding | 7,501,500 | 7,501,400 |
F Share | ||
Common stock, par value | $ 0.05 | $ 0.05 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 1,499,700 | 1,499,700 |
Common stock, shares outstanding | 1,499,700 | 1,499,700 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total | F Shares |
As at December 31, 2022 at Dec. 31, 2021 | $ 141 | $ 8,889 | $ (23,214) | $ 621 | $ (13,563) | |
Beginning balance, shares at Dec. 31, 2021 | 6,610,293 | 1,499,700 | ||||
Indebtedness to related parties | 149 | 149 | ||||
Comprehensive income / (loss) | (183) | (9) | (192) | |||
As at June 30, 2023 at Jun. 30, 2022 | $ 141 | 9,038 | (23,397) | 612 | (13,606) | |
Beginning balance, shares at Jun. 30, 2022 | 6,610,293 | 1,499,700 | ||||
As at December 31, 2022 at Dec. 31, 2022 | $ 150 | 16,731 | (17,444) | 775 | 212 | |
Beginning balance, shares at Dec. 31, 2022 | 7,501,400 | 1,499,700 | ||||
Indebtedness to related parties | 209 | 209 | ||||
Comprehensive income / (loss) | (874) | (4) | (878) | |||
Reverse recapitalization | (188) | (188) | ||||
Reverse recapitalization, shares | 100 | |||||
As at June 30, 2023 at Jun. 30, 2023 | $ 150 | $ 16,752 | $ (18,318) | $ 771 | $ (645) | |
Beginning balance, shares at Jun. 30, 2023 | 7,501,500 | 1,499,700 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from operating activities: | ||
Net Income (loss) | $ (875) | $ (183) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation of property, plant & equipment | 273 | 198 |
Amortization of intangible assets | 1 | 2 |
Interest and amortization of debt discount | 143 | 155 |
Inventory obsolescence impairment | 257 | (240) |
Income tax expense / (recovery) net of cash paid | 320 | 1 |
Changes in operating assets and liabilities, net of effects of businesses acquired | ||
Decrease (increase) in accounts receivables | (1,252) | (766) |
Decrease (increase) in inventories | (2,081) | (1,479) |
Decrease (increase) in other current assets and prepaids, net | (52) | (539) |
Decrease (increase) in deferred research & development tax credits, net | (488) | (224) |
Decrease (increase) in other noncurrent assets, net | (5) | 7 |
Increase (decrease) in accounts payable | 2,095 | 531 |
Increase (decrease) in income taxes payable | (2) | (3) |
Increase (decrease) in other current liabilities | 77 | (95) |
Increase (decrease) in defined benefit pension liability | 33 | 13 |
Net cash provided by (used in) operating activities | (1,556) | (2,622) |
Cash Flows from investing activities: | ||
Sale / (acquisition) of property, plant and equipment | (1,677) | (132) |
Net cash provided by (used in) investing activities | (1,677) | (132) |
Cash Flows from financing activities: | ||
Proceeds from debt | 209 | 2,562 |
Increase (decrease) in indebtedness to related parties, noncurrent, net of cash proceeds from debt | 658 | |
Net cash provided by (used in) financing activities | 867 | 2,562 |
Effect of exchange rate changes on cash and cash equivalents | 169 | 130 |
Cash and cash equivalents | ||
Net increase (decrease) during the period | (2,197) | (62) |
Balance, beginning of period | 4,057 | 2,064 |
Cash and cash equivalents balance, end of period | 1,860 | 2,002 |
Supplemental cash flow information | ||
Cash paid for incomes taxes | ||
ROU assets obtained from operating lease | $ 65 | $ 29 |
The SEALSQ Group
The SEALSQ Group | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The SEALSQ Group | Note 1. The SEALSQ Group SEALSQ Corp., together with its consolidated subsidiaries (“ SEALSQ Group SEALSQ Group On January 1, 2023, SEALSQ Corp. acquired WISeKey Semiconductors SAS, a private joint stock company (French Simplified Joint Stock Company), and its subsidiaries. Prior to that acquisition, SEALSQ did not have any operations. As further described in the notes below, the acquisition qualified as a reverse recapitalization. SEALSQ designs, develops and markets secure semiconductors worldwide as a fabless manufacturer. It provides added security and authentication layers on its semiconductors which can be tailored to customers’ needs. As an advanced chip designer, the Group holds the intellectual property (IP) for the semiconductors it sells. SEALSQ is also accredited as a Product Attestation Authority (PAA) and, as such, can issue MATTER Device Attestation Certificates (DAC). The Group anticipates being able to generate profits in the near future thanks to the increased focus on the security and authentication of IT components and networks. |
Future operations and going con
Future operations and going concern | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Future operations and going concern | Note 2. Future operations and going concern The Group recorded a loss from operations in this reporting period and the accompanying condensed consolidated financial statements have been prepared assuming that the Group will continue as a going concern. The Group incurred a net operating loss of USD 0.3 6.7 We note that, historically, the Group has been dependent on financing from its parent, WISeKey International Holding Ltd, to augment the operating cash flow to cover its cash requirements. Based on the foregoing, Management believe it is correct to present these figures on a going concern basis. |
Basis of presentation
Basis of presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Note 3. Basis of presentation The condensed consolidated financial statements are prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (“ US GAAP USD These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Group’s annual financial statements for the year ended December 31, 2022, as filed in the 20-F on June 27, 2023. The Group’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the annual consolidated financial statements of the Group as of December 31, 2022, contained in the Group’s Annual Report have been applied consistently in these unaudited condensed consolidated financial statements. Reverse Acquisition On January 1, 2023, SEALSQ Corp., then a so-called empty shell private company with no operating activities that was not considered a business under US GAAP standards, acquired WISeKey Semiconductors SAS, a private operating company. Before this acquisition, both companies were wholly owned by WISeKey International Holding AG (“ WISeKey Comparative information in SEALSQ’s condensed consolidated financial statements relates to WISeKey Semiconductors SAS and not to the non-operating SEALSQ Corp. until the date of the transaction. The assets and liabilities of the accounting acquiree, SEALSQ Corp., have been consolidated from January 1, 2023. No goodwill arose as a result of the transaction. The consolidated statement of comprehensive losses includes the results of SEALSQ Corp. from January 1, 2023. The newly formed company was then listed on the Nasdaq Global Market on May 23, 2023 through a spin-off by WISeKey of 20% of the ordinary share capital. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 4. Summary of significant accounting policies Fiscal Year The Group’s fiscal year ends on December 31. Principles of Consolidation The condensed consolidated financial statements include the accounts of SEALSQ Corp. and its wholly owned subsidiaries over which the Group has control. Intercompany income and expenses, including unrealized gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated. Use of Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. We believe these estimates, judgements and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions and the actual results, our condensed consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting from available alternatives would not produce a materially different result. Foreign Currency The functional currency of SEALSQ Corp. is USD. In general, the functional currency of a foreign operation is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income/loss. The Group's reporting currency is USD. Cash and Cash Equivalents Cash consists of deposits held at major banks that are readily available. Cash equivalents consist of highly liquid investments that are readily convertible to cash and with original maturity dates of three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. Accounts Receivable Receivables represent rights to consideration that are unconditional and consist of amounts billed and currently due from customers, and revenues that have been recognized for accounting purposes but not yet billed to customers. The Group extends credit to customers in the normal course of business and in line with industry practices. Allowance for Doubtful Accounts We recognize an allowance for credit losses to present the net amount of receivables expected to be collected as of the balance sheet date. The allowance is based on the credit losses expected to arise over the asset’s contractual term taking into account historical loss experience, customer-specific data as well as forward-looking estimates. Expected credit losses are estimated individually. Accounts receivables are written off when deemed uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries, which are not to exceed the amount previously written off, are considered in determining the allowance balance at the balance sheet date. Inventories Inventories are stated at the lower of cost or net realizable value. Costs are calculated using standard costs, approximating average costs. Finished goods and work-in-progress inventories include material, labor and manufacturing overhead costs. The Group records write-downs on inventory based on an analysis of obsolescence or a comparison to the anticipated demand or market value based on a consideration of marketability and product maturity, demand forecasts, historical trends and assumptions about future demand and market conditions. Property, Plant and Equipment Property, Plant and Equipment Minimum Maximum Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives which range from 1 5 Intangible Assets Intangible Assets Those intangible assets that are considered to have a finite useful life are amortized over their useful lives, which generally range from 1 10 Leases In line with ASC 842, the Group, as a lessee, recognizes right-of-use assets and related lease liabilities on its balance sheet for all arrangements with terms longer than twelve months, and reviews its leases for classification between operating and finance leases. Obligations recorded under operating and finance leases are identified separately on the balance sheet. Assets under finance leases and their accumulated amortization are disclosed separately in the notes. Operating and finance lease assets and operating and finance lease liabilities are measured initially at an amount equal to the present value of minimum lease payments during the lease term, as at the beginning of the lease term. The Group has elected the short-term lease practical expedient whereby we do not present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. We have also elected the practical expedients related to lease classification of leases that commenced before the effective date of ASC 842. Revenue Recognition The Group’s policy is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the group applies the following steps: - Step 1: Identify the contract(s) with a customer. - Step 2: Identify the performance obligations in the contract. - Step 3: Determine the transaction price. - Step 4: Allocate the transaction price to the performance obligations in the contract. - Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract. If a standalone price is not observable, we use estimates. The Group recognizes revenue when it satisfies a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a prorata temporis If the Group determines that the performance obligation is not satisfied, it will defer recognition of revenue until it is satisfied. We present revenue net of sales taxes and any similar assessments. The Group delivers products and records revenue pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract. Where products are sold under warranty, the customer is granted a right of return which, when exercised, may result in either a full or partial refund of any consideration received, or a credit that can be applied against amounts owed, or that will be owed, to the Group. For any amount received or receivable for which we do not expect to be entitled to because the customer has exercised its right of return, we recognize those amounts as a refund liability. Contract Assets Contract assets consist of accrued revenue where the Group has fulfilled its performance obligation towards the customer but the corresponding invoice has not yet been issued. Upon invoicing, the asset is reclassified to trade accounts receivable until payment. Deferred Revenue Deferred revenue consists of amounts that have been invoiced and paid but have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current and the remaining deferred revenue recorded as non-current. This would relate to multi-year certificates or licenses. Contract Liability Contract liability consists of either: - amounts that have been invoiced and not yet paid, nor recognized as revenue. Upon payment, the liability is reclassified to deferred revenue if the amounts still have not been recognized as revenue. Contract liability that will be realized during the succeeding 12-month period is recorded as current and the remaining contract liability recorded as non-current. This would relate to multi-year certificates or licenses. - advances from customers not supported by invoices. Sales Commissions Sales commission expenses where revenue is recognized are recorded in the period of revenue recognition. Cost of Sales and Depreciation of Production Assets Our cost of sales consists primarily of expenses associated with the delivery and distribution of products. These include expenses related to the license to the Global Cryptographic ROOT Key, the global Certification authorities as well as the digital certificates for people, servers and objects, expenses related to the preparation of our secure elements and the technical support provided on the Group's ongoing production and on the ramp-up phase, including materials, labor, test and assembly suppliers, and subcontractors, freights costs, as well as the amortization of probes, wafers and other items that are used in the production process. This amortization is disclosed separately under depreciation of production assets on the face of the income statement. Research and Development and Software Development Costs All research and development costs and software development costs are expensed as incurred. Advertising Costs All advertising costs are expensed as incurred. Pension Plan In the six months ended June 30, 2023, the Group maintained one defined benefit post retirement plans covering the French employees of WISeKey Semiconductors SAS. In accordance with ASC 715-30, Defined Benefit Plans – Pension, Income Taxes Taxes on income are accrued in the same period as the revenues and expenses to which they relate. Deferred taxes are calculated on the temporary differences that arise between the tax base of an asset or liability and its carrying value in the balance sheet of our companies prepared for consolidation purposes, with the exception of temporary differences arising on investments in foreign subsidiaries where the Group has plans to permanently reinvest profits into the foreign subsidiaries. Deferred tax assets on tax loss carry-forwards are only recognized to the extent that it is “more likely than not” that future profits will be available and the tax loss carry-forward can be utilized. Changes to tax laws or tax rates enacted at the balance sheet date are taken into account in the determination of the applicable tax rate provided that they are likely to be applicable in the period when the deferred tax assets or tax liabilities are realized. The Group is required to pay income taxes in a number of countries. The Group recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that the position will be sustained on examination by the tax authorities. The benefit recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on settlement with the tax authority, assuming full knowledge of the position and all relevant facts. The Group adjusts its recognition of these uncertain tax benefits in the period in which new information is available impacting either the recognition or measurement of its uncertain tax positions. Research Tax Credits Research tax credits are provided by the French government to give incentives for companies to perform technical and scientific research. WISeKey Semiconductors SAS is eligible to receive such tax credits. These research tax credits are presented as a reduction of research & development expenses in the income statement when companies that have qualifying expenses can receive such grants in the form of a tax credit irrespective of taxes ever paid or ever to be paid, the corresponding research and development efforts have been completed and the supporting documentation is available. The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event occurs first. The tax credits are included in noncurrent deferred tax credits in the balance sheet in line with ASU 2015-17. Earnings per Share Basic earnings per share are calculated using the two-class method required for companies with multiple classes of common stock. The two-class method determines net earnings per common share for each class of common stock according to dividends declared or accumulated and participation rights in distributed and undistributed earnings or losses. The two-class method requires income available to common stockholders for the period to be allocated between each class of common stock based upon their respective rights to receive dividends as if all income for the period had been distributed. For SEALSQ, the dividend rights of the holders of ordinary and Class F common stock (collectively, the “common stock”) differ. The dividend rights of a Class F Share are five times greater than the dividend rights of an ordinary share. Undistributed earnings are allocated to the classes of common stock proportionately to their dividend rights and the resulting net results per share will, therefore, vary for each class of common stock. In line with ASC 260-10-45, the Group has presented the net earnings attributed to its common stock for each class of common stock. The earnings per share calculation is based on the weighted average number of shares in issue of each class. When the effects are not antidilutive, diluted earnings per share is calculated using the weighted-average outstanding common shares and the dilutive effect of stock options as determined under the treasury stock method. Segment Reporting Our chief operating decision maker, who is also our Chief Executive Officer, regularly reviews information related to one operating segment, secure microcontrollers, for purposes of allocating resources and assessing budgets and performance. We report our financial performance based on this segment structure described in Note 28. Recent Accounting Pronouncements Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated: As of January 1, 2023, the Group adopted Accounting Standards Update (ASU) 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 (meaning the acquirer should assume it has entered the original contract at the same date and using the same terms as the acquiree). This new ASU applies to contract assets and contract liabilities acquired in a business combination and to other contracts that directly/indirectly apply the requirements of ASC 606. There was no impact on the Group's results upon adoption of the standard. New FASB Accounting Standard to be adopted in the future: In March 2023, The FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements, which requires all companies to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term. Summary: The amendments allow a private company Effective Date: ASU 2023-01 is effective for public business entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. An entity should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted. The Group expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In June 2023, The FASB issued ASU No. 2023-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies how the fair value of equity securities subject to contractual sale restrictions is determined. Summary: The ASU clarifies that a contractual sale restriction should not be considered in measuring fair value. It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities. Effective Date: ASU 2023-03 is effective for public business entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. An entity should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted. The Group expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. |
Concentration of credit risks
Concentration of credit risks | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of credit risks | Note 5. Concentration of credit risks Financial instruments that are potentially subject to credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Our cash is held with large financial institutions. Management believes that the financial institutions that hold our investments are financially sound and accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Group sells to large, international customers and, as a result, may maintain individually significant trade accounts receivable balances with such customers during the year. We generally do not require collateral on trade accounts receivable. Summarized below are the clients whose revenue were 10% or higher than the respective total consolidated net sales for the 6 months to June 30, 2023 or 2022, and the clients whose trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance as at June 30, 2023 and December 31, 2022. In addition, we note that some of our clients are contract manufacturers for the same companies; should these companies reduce their operations or change contract manufacturers, this would cause a decrease in our customer orders which would adversely affect our operating results. Revenue Receivables Revenue concentration Receivables concentration 6 months ended June 30, As at June 30, As at December 31, 2023 (unaudited) 2022 (unaudited) 2023 (unaudited) 2022 Multinational electronics contract manufacturing company 22 20 39 34 International digital security company 12 0 8 6 Multinational technology company 4 0 16 0 International equipment and software manufacturer 3 5 1 12 International equipment and product manufacturer 2 11 0 0 |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Note 6. Fair value measurements ASC 820 establishes a three-tier fair value hierarchy for measuring financial instruments, which prioritizes the inputs used in measuring fair value. These tiers include: · Level 1, defined as observable inputs such as quoted prices in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Level 3 Accounts Receivable Accounts Payable Indebtedness to Related Parties, Current As at June 30, 2023 (unaudited) As at December 31, 2022 USD'000 Carrying amount Fair value Carrying amount Fair value Fair value level Note ref. Nonrecurring fair value measurements Accounts receivable 3,471 3,471 2,219 2,219 3 9 Accounts payable 9,018 9,018 6,735 6,735 3 17 Indebtedness to related parties, current — — 3,374 3,374 3 19 Bonds, mortgages and other long-term debt 1,577 1,577 1,489 1,489 3 20 Indebtedness to related parties, noncurrent 12,186 12,186 7,946 7,946 3 19 In addition to the methods and assumptions we use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following methods and assumptions to estimate the fair value of our financial instruments: - Accounts receivable – carrying amount approximated fair value due to their short-term nature. - Accounts payable – carrying amount approximated fair value due to their short-term nature. - Indebtedness to related parties, current – carrying amount approximated fair value. - Bonds, mortgages and other long-term debt - carrying amount approximated fair value. - Indebtedness to related parties, noncurrent - carrying amount approximated fair value. |
Business combination
Business combination | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business combination | Note 7. Business combination Reverse Acquisition On January 1, 2023, SEALSQ Corp., then a so-called empty shell private company with no operating activities that was not considered a business under US GAAP standards, acquired WISeKey Semiconductors SAS, a private operating company. Before this acquisition, both companies were wholly owned by WISeKey. This transaction being a capital transaction in substance, it qualifies as a reverse acquisition that is considered a recapitalization whereby SEALSQ Corp. is the legal acquirer and accounting acquiree, whereas WISeKey Semiconductors SAS is the legal acquiree and accounting acquirer. In accordance with ASC 805-40 (Reverse acquisition), the condensed consolidated financial statements are therefore issued by the legal parent, SEALSQ Corp., but are considered to be the continuation of the financial statements of the legal subsidiary, WISeKey Semiconductors SAS. In line with ASC 805-40, comparative information in SEALSQ’s condensed consolidated financial statements relate to WISeKey Semiconductors SAS and not to the non-operating SEALSQ Corp. until the date of the transaction. The assets and liabilities of the accounting acquiree, SEALSQ Corp., have been consolidated from January 1, 2023. No goodwill arose as a result of the transaction. The consolidated statement of comprehensive losses includes the results of SEALSQ Corp. from January 1, 2023. The major classes of assets and liabilities acquired by the accounting acquirer, WISeKey Semiconductors SAS, are as follows: Business Combination - Schedule of Assets and Liabilities Acquired USD'000 As at December 31, 2022 ASSETS TOTAL ASSETS — LIABILITIES Indebtedness to related parties, current 188 Total current liabilities 188 TOTAL LIABILITIES 188 Commitments and contingent liabilities SHAREHOLDERS' EQUITY Common stock — USD 0.00 Authorized, issued and outstanding - 100 Additional paid-in capital — Accumulated deficit (188 ) Total shareholders'equity (188 ) TOTAL LIABILITIES AND EQUITY — The reverse acquisition resulted in a net debit adjustment to total stock equity of USD 188,027 |
Cash and cash equivalents
Cash and cash equivalents | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | Note 8. Cash and cash equivalents Cash consists of deposits held at major banks. |
Accounts receivable
Accounts receivable | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Accounts receivable | Note 9. Accounts receivable The breakdown of the accounts receivable balance is detailed below: Accounts Receivable - Schedule of Accounts Receivable As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Trade accounts receivable 3,520 2,269 Allowance for doubtful accounts (50 ) (50 ) Accounts receivable from underwriters, promoters, and employees 1 — Total accounts receivable net of allowance for doubtful accounts 3,471 2,219 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 10. Inventories Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Raw materials 3,182 4,523 Work in progress 6,152 2,987 Total inventories 9,334 7,510 |
Other current assets
Other current assets | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | Note 11. Other current assets Other current assets consisted of the following: Other Current Assets - Schedule of Other Current Assets As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Value-Added Tax Receivable 315 224 Advanced payment to suppliers 454 1,025 Deposits, current 4 3 Total other current assets 773 1,252 |
Deferred tax credits
Deferred tax credits | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Tax Credits | |
Deferred tax credits | Note 12. Deferred tax credits WISeKey Semiconductors SAS is eligible for research tax credits provided by the French government (see Note 4 Summary of significant accounting policies). As at June 30, 2023 and December 31, 2022, the receivable balances in respect of these research tax credits owed to the Group were respectively USD 1,179,981 692,314 |
Property, plant and equipment
Property, plant and equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Note 13. Property, plant and equipment Property, plant and equipment, net consisted of the following. Property, Plant and Equipment - Schedule of Property, Plant and Equipment As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Machinery & equipment Machinery & Equipment 11,961 10,410 Office equipment and furniture Office Equipment and Furniture 2,320 2,320 Computer equipment and licences Computer Equipment and Licenses 681 558 Total property, plant and equipment gross 14,962 13,288 Accumulated depreciation for: Machinery & equipment (10,075 ) (9,985 ) Office equipment and furniture (2,189 ) (2,028 ) Computer equipment and licences (517 ) (493 ) Total accumulated depreciation (12,781 ) (12,506 ) Total property, plant and equipment, net 2,181 782 Depreciation charge for the 6 months to June 30, 273 198 In the six months ended June 30, 2023 and in 2022, SEALSQ Corp. did not identify any events or changes in circumstances indicating that the carrying amount of any asset may not be recoverable. As a result, the Group did not record any impairment charge on Property, plant and equipment in the six months ended June 30, 2023 and in the year ended December 31, 2022. Software Production Tools The useful economic life of property plant and equipment is as follow: · Office equipment and furniture: 2 5 · Production masks 5 · Production tools 3 · Licenses 3 · Software 1 |
Intangible assets
Intangible assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Note 14. Intangible assets Intangible assets and future amortization expenses consisted of the following: Intangible Assets - Schedule of Finite-Lived Intangible Assets As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Intangible assets subject to amortization: Patents 2,281 2,281 License agreements 1,699 1,699 Other intangibles 923 923 Total intangible assets gross 4,903 4,903 Accumulated amortization for: Patents Patents (2,281 ) (2,281 ) License agreements License Agreements (1,699 ) (1,698 ) Other intangibles Other Intangibles (923 ) (923 ) Total accumulated amortization (4,903 ) (4,902 ) Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net — 1 Total intangible assets, net — 1 Amortization charge for the 6 months to June 30, 1 2 The useful economic life of intangible assets is as follow: · Patents: 5 10 · License agreements: 1 3 · Other intangibles: 5 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 15. Leases The Group has historically entered into a number of lease arrangements under which it is the lessee. As at June 30, 2023, the SEALSQ Group holds four operating leases. The operating leases relate to premises. We do not sublease. All of our operating leases include multiple optional renewal periods which are not reasonably certain to be exercised. During the six months ended June 30, 2023 and 2022 we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs 6 months ended June 30, USD'000 2023 (unaudited) 2022 (unaudited) Operating lease cost: Fixed rent expense 172 166 Short-term lease cost — — Net lease cost 172 166 Lease cost - Cost of sales Cost of Sales — — Lease cost - General & administrative expenses General & Administrative Expenses 172 166 Net lease cost 172 166 In the six months ended June 30, 2023 and the year ended December 31, 2022, we had the following cash and non-cash activities associated with our leases: Leases - Schedule of Cash and Non-Cash Activities Associated with Leases As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 161 328 Non-cash investing and financing activities : Net lease cost 172 332 Additions to ROU assets obtained from: New operating lease liabilities 65 56 The following table provides the details of right-of-use assets and lease liabilities as of June 30, 2023: Leases - Schedule of Right-Of-Use Assets and Lease Liabilities As at June 30, 2023 USD'000 Right-of-use assets: Operating leases 1,294 Total right-of-use assets 1,294 Lease liabilities: Operating leases 1,242 Total lease liabilities 1,242 As at June 30, 2023, future minimum annual lease payments were as follows, which corresponds to the future minimum lease payments under legacy ASC 840 in line with ASU 2018-11. Leases - Schedule of Future Minimum Lease Payments Other Liabilities USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2023 164 — — 164 2024 318 — — 318 2025 293 — — 293 2026 289 — — 289 2027 and beyond 447 — — 447 Total future minimum operating and short-term lease payments 1,511 — — 1,511 Less effects of discounting (269 ) — — (269 ) Lease liabilities recognized 1,242 — — 1,242 As of June 30, 2023 the weighted-average remaining lease term was 4.93 For our operating leases, we calculated an estimate rate based upon the estimated incremental borrowing rate of the entity holding the lease. The weighted average discount rate associated with operating leases as of June 30, 2023 was 3.06 |
Other noncurrent assets
Other noncurrent assets | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other noncurrent assets | Note 16. Other noncurrent assets Other noncurrent assets consisted of noncurrent deposits. Deposits are primarily made up of rental deposits on the premises rented by the Group. |
Accounts payable
Accounts payable | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts payable | Note 17. Accounts payable The accounts payable balance consisted of the following: Accounts Payable - Schedule of Accounts Payable As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Trade creditors 4,916 5,001 Accounts payable to shareholders 2,145 — Accounts payable to underwriters, promoters, and employees 826 1,071 Other accounts payable 1,131 663 Total accounts payable 9,018 6,735 Accounts payable to shareholders consist of short-term payables due to WISeKey International Holding AG in relation to interest on outstanding loans and the recharge of management services (se Notes 19 and 31). Accounts payable to underwriters, promoters and employees consist primarily of payable balances to employees in relation to holidays, bonus and 13th month accruals across the Group. Other accounts payable are mostly accruals of social charges in relation to the accrued liability to employees. |
Other current liabilities
Other current liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Other current liabilities | Note 18. Other current liabilities Other current liabilities consisted of the following: Other Current Liabilities - Schedule of Other Current Liabilities As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Other tax payable 30 28 Customer contract liability, current 157 84 Other current liabilities 38 36 Total other current liabilities 225 148 |
Indebtedness to related parties
Indebtedness to related parties | 6 Months Ended |
Jun. 30, 2023 | |
Indebtedness To Related Parties | |
Indebtedness to related parties | Note 19. Indebtedness to related parties WISeKey International Holding AG On October 1, 2016, the SEALSQ Group entered into a Revolving Credit Agreement (the “ Revolving Credit On April 1, 2019, the SEALSQ Group entered into a loan agreement with WISeCoin AG, an affiliate of WISeKey, pursuant to which WISeCoin AG commits to loan EUR 250,000 3 2.5 On October 1, 2019, the SEALSQ Group entered into a loan agreement with WISeCoin AG pursuant to which WISeCoin AG commits to loan USD 2,750,000 3 2.5 On November 12, 2020, WISeKey provided a Funding Commitment to extend shareholder loans (each the “ Shareholder Loan 4 to be drawn down over six months from the date of the commitment, in instalments of between USD 1 million and USD 1.5 million. 3 On April 1, 2021, the Group entered into a Debt Remission Agreement (the “ Debt Remission” 5 5,871,714 5 5,459,000 On June 28, 2021, the Group entered into a Debt Transfer Agreement with its parent, WISeKey, and an affiliate of WISeKey, WISeKey SA, pursuant to which WISeKey extended a loan of USD 1,463,664 3 December 31, 2022 On December 31, 2021, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 1,910,754 3 December 31, 2023 On June 30, 2022, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 444,542 3 December 31, 2024 On August 31, 2022, the Group entered into a Debt Transfer Agreement with WISeKey and WISeKey SA pursuant to which WISeKey extended a loan of USD 381,879 3 December 31, 2024 On December 15, 2022, and in view of the negative equity position of the Group, WISeKey as then sole shareholder of the SEALSQ Group resolved to recapitalize the Group by forfeiting EUR 7 7,348,397 175,000 Because of the requirement under French law, we analyzed the amendment of the maturity of the loans and Revolving Credit as being part of the substance of the recapitalization transaction. We assessed the recapitalization as a capital transaction between related parties in line with ASC 470-50 and, therefore, in the year ended December 31, 2022, recorded a credit entry of USD 183,710 175,000 7,164,687 7,348,397 On December 31, 2022, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 283,754 3 December 31, 2024 As at December 31, 2022, the Group owed WISeKey USD 1,198,746 35,340 1,163,406 On January 1, 2023, the SEALSQ Group entered into a loan agreement with WISeKey (the “ New Loan 5 2.5 December 31, 2024 1,407,497 1,198,746 208,751 1,163,406 12.3 All entities in the SEALSQ Group are subject to management fees from WISeKey and WISeKey’s affiliates. Where the payment terms have been defined, the classification between current and noncurrent follows the payment terms, however, where there is no set payment date for these fees, they have been classified as noncurrent. As at June 30, 2023, the Group owed WISeKey and WISeKey’s affiliates noncurrent debts in an aggregate amount of USD 12,375,515 189,110 12,186,405 54,981 As at June 30, 2023, the Group also held an accounts payable balance of USD 2,145,262 |
Bonds, mortgages and other long
Bonds, mortgages and other long-term debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Bonds, mortgages and other long-term debt | Note 20. Bonds, mortgages and other long-term debt Production Capacity Investment Loan Agreement In November 2022, SEALSQ entered into a loan agreement with a third-party client to borrow funds for the purpose of increasing their production capacity. Under the terms of the Agreement, the client has lent to SEALSQ a total of USD 2 At inception in November 2022, a debt discount totaling USD 511,128 As of June 30, 2023, SEALSQ has not repaid any amount. The Group recorded a debt discount amortization expense of USD 87,653 As at June 30, 2023, the loan balance remains USD 2 423,475 1,576,525 |
Employee benefit plans
Employee benefit plans | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Note 21. Employee benefit plans Defined benefit post-retirement plan As of June 30, 2023, the Group maintained one defined benefit post retirement plan for the employees of WISeKey Semiconductors SAS. The plan is and was considered a defined benefit plan and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the service period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore, the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference or unfunded status represents the pension liability. The Group records net service cost as an operating expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss. The liabilities and annual income or expense of the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined based on prevailing market prices. The defined benefit pension plan maintained by WISeKey Semiconductors SAS, and their obligations to employees in terms of retirement benefits, is limited to a lump sum payment based on remuneration and length of service, determined for each employee. The plan is not funded. The pension liability calculated as at June 30, 2023 is based on annual personnel costs and assumptions as of December 31, 2022. The expected future cash flows to be paid by the Group for employer contribution for the year ended December 31, 2023, are USD 26,000. Movement in Funded Status 6 months ended June 30, USD'000 2023 2022 Net Service cost 19 23 Interest cost/(credit) 7 2 Settlement / curtailment cost / (credit) — — Total Net Periodic Benefit Cost/(credit) 26 25 Employer contributions paid in the period (13 ) (12 ) Total Cashflow (13 ) (12 ) |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 22. Commitments and contingencies Lease commitments The future payments due under leases are shown in Note 15. Guarantees Our software and hardware product sales agreements generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual property rights. Certain of our product sales agreements also include provisions indemnifying customers against liabilities in the event we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification agreements due to our lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in our condensed consolidated financial statements. |
Stockholders_ equity
Stockholders’ equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ equity | Note 23. Stockholders’ equity Stockholders’ equity consisted of the following: Stockholders' Equity - Schedule of Stock by Class SEALSQ Corp. WISeKey Semiconductors SAS As at June 30, 2023 As at December 31, 2022 Share Capital Ordinary shares F shares In equivalent ordinary shares In equivalent Par value per share USD 0.01 USD 0.05 USD 0.01 USD 0.05 Share capital (in USD) 75,015 74,985 75,014 74,985 Total number of authorized shares 200,000,000 10,000,000 200,000,000 10,000,000 Total number of fully paid-in issued shares 7,501,500 1,499,700 7,501,400 1,499,700 Total number of fully paid-in outstanding shares 7,501,500 1,499,700 7,501,400 1,499,700 Total share capital (in USD) 150,000 149,999 On May 23, 2023, the ordinary shares of the SEALSQ Group were listed on the Nasdaq Global Market. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 24. Revenue Nature of goods and services The following is a description of the principal activities from which the Group generates its revenue. The Group recognizes revenue when a customer takes possession of the chips, which usually occurs when the goods are delivered. Customers typically pay once goods are delivered. Disaggregation of revenue The following table shows the Group’s revenues disaggregated by product or service type: Revenue - Schedule of Disaggregation of Revenue At One Point in Time At one point in time Total Disaggregation of revenue (unaudited) Revenue recognized 6 months ended June 30, 6 months ended June 30, USD'000 2023 2022 2023 2022 Secure Microcontrollers Segment Secure chips Upon delivery 10,156 9,671 10,156 9,671 Total Secure Microcontrollers segment revenue 10,156 9,671 10,156 9,671 All Other Segment Secure chips Upon delivery 4,595 985 4,595 985 Total All Other segment revenue 4,595 985 4,595 985 Total Revenue 14,751 10,656 14,751 10,656 For the six months ended June 30, 2023 and 2022, the Group recorded no revenues related to performance obligations satisfied in prior periods. The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses: Revenue - Schedule of Disaggregation of Revenue by Geographic Areas Rest of EMEA North America Asia Pacific Latin America France Net sales by region (unaudited) 6 months ended June 30, USD'000 2023 2022 Secure Microcontrollers Segment France 31 90 Rest of EMEA 1,357 1,280 North America 7,956 6,937 Asia Pacific 812 1,314 Latin America — 50 Total Secure Microcontrollers segment revenue 10,156 9,671 All Other Segment France 109 4 Rest of EMEA 2,924 679 North America 418 — Asia Pacific 1,144 302 Total All Other segment revenue 4,595 985 Total net sales 14,751 10,656 *EMEA means Europe, Middle East and Africa Contract assets, deferred revenue and contract liability Our contract assets, deferred revenue and contract liability consist of: Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Trade accounts receivables Trade accounts receivable - Secure Microcontrollers Segment 2,424 1,794 Trade accounts receivable - All Other Segment 1,096 475 Total trade accounts receivables 3,520 2,269 Contract liabilities - current 157 84 Total contract liabilities 157 84 Revenue recognized in the period from amounts included in the deferred revenue at the beginning of the year — — Increases or decreases in trade accounts receivable, contract assets, deferred revenue and contract liability were primarily due to normal timing differences between our performance and customer payments. Remaining performance obligations As of June 30, 2023, approximately USD 157,392 |
Other operating income
Other operating income | 6 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Other operating income | Note 25. Other operating income The other operating income relates to a liability written off after expiry of the statute of limitation. |
Non-operating income
Non-operating income | 6 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Non-operating income | Note 26. Non-operating income Non-operating income consisted of the following: Non-Operating Income - Schedule of Non-Operating Income Unaudited 6 months ended June 30, USD'000 2023 2022 Foreign exchange gain 125 469 Interest income 55 — Total non-operating income 180 469 |
Non-operating expenses
Non-operating expenses | 6 Months Ended |
Jun. 30, 2023 | |
Non-operating Expenses | |
Non-operating expenses | Note 27. Non-operating expenses Non-operating expenses consisted of the following: Non-Operating Expenses - Schedule of Non-Operating Expenses Unaudited 6 months ended June 30, USD'000 2023 2022 Foreign exchange losses 253 111 Financial charges 2 1 Interest expense 52 — Other 6 1 Total non-operating expenses 313 113 |
Segment reporting
Segment reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment reporting | Note 28. Segment reporting The Group has one operating segment that meets the criteria set in ASC 280-10-50: Secure Microcontrollers. The Group’s chief operating decision maker, who is its Chief Executive Officer, reviews financial performance of this operating segment for purposes of allocating resources and assessing budgets and performance. The remaining non-reportable operating segments and other business activities that are not identified as operating segments are combined and disclosed in an “all other” standalone category. The Secure Microcontrollers segment encompasses the design, manufacturing, sales and distribution of high-end, Common Criteria EAL5+ & FIPS 140-3-certified secure microprocessors. 6 months ended June 30, 2023 (unaudited) 2022 (unaudited) USD'000 Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Revenues from external customers 10,156 4,595 14,751 9,671 985 10,656 Intersegment revenues — 231 231 — 180 180 Interest revenue 38 17 55 — — — Interest expense 36 16 52 110 11 121 Depreciation and amortization 190 86 275 181 19 200 Segment income /(loss) before income taxes 718 (1,262 ) (544 ) 687 (860 ) (173 ) Profit / (loss) from intersegment sales — 11 11 — 9 9 Income tax recovery /(expense) — (320 ) (320 ) — (1 ) (1 ) Segment assets 13,279 7,864 24,148 13,279 1,695 14,974 6 months ended June 30, 2023 2022 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 14,982 10,836 Elimination of intersegment revenue Intersegment (231 ) (180 ) Total consolidated revenue 14,751 10,656 Loss reconciliation Total profit / (loss) from reportable segments (544 ) (173 ) Elimination of intersegment profits (11 ) (9 ) Income /(Loss) before income taxes (555 ) (182 ) As at June 30, 2023 2022 USD'000 USD'000 Asset reconciliation Total assets from reportable segments Reportable Segments 24,148 14,974 Elimination of intersegment receivables Intersegment (71 ) (279 ) Consolidated total assets 24,077 14,695 Revenue and property, plant and equipment by geography The following tables summarize geographic information for net sales based on the billing address of the customer, and for property, plant and equipment. Segment Reporting - Schedule of Revenue and Property, Plant and Equipment by Geography Net sales by region 6 months ended June 30, USD'000 2023 (unaudited) 2022 (unaudited) France 140 94 Rest of EMEA* 4,281 1,959 North America 8,374 6,937 Asia Pacific 1,956 1,616 Latin America — 50 Total net sales 14,751 10,656 * EMEA means Europe, Middle East and Africa Property, plant and equipment, net of depreciation, by region As at June 30, As at December 31, USD'000 2023 2022 France 2,181 782 Total Property, plant and equipment, net of depreciation 2,181 782 |
Earnings_(Loss) per share
Earnings/(Loss) per share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings per ordinary share (USD) | |
Earnings/(Loss) per share | Note 29. Earnings/(Loss) per share The computation of basic and diluted net earnings/(loss) per share for the Group is as follows: Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted 6 months ended June 30, Earnings / (loss) per share 2023 (unaudited) 2022 (unaudited) Net income (USD'000) (875 ) (183 ) Effect of potentially dilutive instruments on net gain (USD'000) n/a n/a Net income / (loss) after effect of potentially dilutive instruments (USD'000) (875 ) (183 ) Ordinary shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 7,501,500 6,610,293 Effect of potentially dilutive equivalent shares n/a n/a Weighted average shares outstanding - diluted 7,501,500 6,610,293 Net earnings / (loss) per ordinary share Basic weighted average loss per share (USD) (0.06 ) (0.01 ) Diluted weighted average loss per share (USD) (0.06 ) (0.01 ) F shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 1,499,700 1,499,700 Effect of potentially dilutive equivalent shares n/a n/a Weighted average shares outstanding - diluted 1,499,700 1,499,700 Net earnings / (loss) per F share Basic weighted average loss per share (USD) (0.29 ) (0.06 ) Diluted weighted average loss per share (USD) (0.29 ) (0.06 ) |
Legal proceedings
Legal proceedings | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal proceedings | Note 30. Legal proceedings We are currently not party to any legal proceedings and claims that are not provided for in our financial statements. |
Related parties disclosure
Related parties disclosure | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related parties disclosure | Note 31. Related parties disclosure Subsidiaries As at June 30, 2023, the condensed consolidated financial statements of the Group include the entities listed in the following table: Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest Group Company Name Country of incorporation Year of incorporation Share Capital % ownership % ownership Nature of business WISeKey Semiconductors SAS France 2010 EUR 1,473,162 100.0 100.0 Chip manufacturing, sales & distribution WISeKey IoT Japan KK Japan 2017 JPY 1,000,000 100.0 100.0 Sales & distribution WISeKey IoT Taiwan Taiwan 2017 TWD 100,000 100.0 100.0 Sales & distribution Related party transactions and balances Receivables as at Payables as at Net expenses to Net income from Related Parties June 30, December 31, June 30, December 31, in the 6 months ended June 30, in the 6 months ended June 30, (in USD'000) 2023 (unaudited) 2022 2023 (unaudited) 2022 2023 (unaudited) 2022 (unaudited) 2023 (unaudited) 2022 (unaudited) 1 WISeKey International Holding AG — — 9,656 7,122 1,898 359 — — 2 WISeKey USA Inc — — 646 154 492 255 — — 3 WISeKey Semiconductors GmbH — — 870 773 81 92 — — 4 WISeCoin AG — — 3,349 3,306 37 44 — — Total — — 14,521 11,355 2,508 750 — — 1. The SEALSQ Group is 90%-owned by WISeKey International Holding AG, which provides financing and management services, including, but not limited to, sales and marketing, accounting, finance, legal, taxation, business and strategy consulting, public relations, marketing, risk management, information technology and general management. The expenses in relation to WISeKey International Holding AG for the six months ended June 30, 2023 and 2022 relate to interest on outstanding loans and the recharge of management services. 2. WISeKey USA Inc is part of the group headed by WISeKey International Holding AG (the “WISeKey Group 3. WISeKey Semiconductors GmbH is part of the WISeKey Group and employs sales staff who work for the SEALSQ Group. The expenses in relation to WISeKey Semiconductors GmbH in the six months ended June 30, 2023 and 2022 relate to the recharge of employee costs. 4. WISeCoin AG is part of the WISeKey Group. The expenses recorded in the six months ended June 30, 2023 and 2022 relate to interest on an outstanding loan. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 32. Subsequent events Capital Increase On July 10, 2023, the Group issued 8,184 Subsequent Event Private Placement Securities Purchase Agreement On July 11, 2023, the Group entered into a Securities Purchase Agreement with L1 Capital Global Opportunities Master Fund Ltd. and Anson Investments Master Fund LP (each the “Investor”, together the “Investors”) pursuant to which the Investors may enter into a private placement of up to a maximum amount of USD 20 The first tranche for a total of USD 10 the Company issued to the Investors (i) 4% Senior Original Issue Discount Convertible Notes due 2025 in an aggregate principal amount of USD 10 million, convertible into SEALSQ’s ordinary shares, and (ii) warrants with a 5-year maturity. The Senior Original Issue Discount Convertible bears a 4% per annum interest rate. 8,000,000 The funding of the Second Tranche is, inter |
Business Update Related to COVI
Business Update Related to COVID-19 | 6 Months Ended |
Jun. 30, 2023 | |
Business Update Related To Covid-19 | |
Business Update Related to COVID-19 | Note 33. Business Update Related to COVID-19 In March 2020, the World Health Organization declared the Coronavirus (COVID-19) a pandemic. The outbreak spread quickly around the world, including in every geography in which the Group operates. The pandemic has created uncertainty around the impact of the global economy and has resulted in impacts to the financial markets and asset values. Governments implemented various restrictions around the world, including closure of non-essential businesses, travel, shelter-in-place requirements for citizens and other restrictions. The Group took a number of precautionary steps to safeguard its businesses and colleagues from COVID-19, including implementing travel restrictions, working from home arrangements and flexible work policies. The Group has now returned to offices around the world. We continue to prioritize the safety and well-being of our colleagues. The Group’s major production centers, located in Taiwan and Vietnam, were quick to implement controls and safeguards around their processes that enabled us to continue delivering products with minimal interruption to our clients. In the six months to June 30, 2023, the impact upon the Group has been very limited and we remain confident that we are able to, and will be able to, fulfil all current and future client orders. Currently the Group remains able to meet its commitments and does not foresee any significant challenges in the near future. The Group currently does not anticipate any material impact on its liquidity position in future periods nor on its outlook. At this stage it remains impossible to predict the extent of the impact of the COVID-19 pandemic on future periods as this will depend on numerous evolving factors and future developments that the Group is not able to predict. |
Impacts of the war in Ukraine
Impacts of the war in Ukraine | 6 Months Ended |
Jun. 30, 2023 | |
Impacts Of War In Ukraine | |
Impacts of the war in Ukraine | Note 34. Impacts of the war in Ukraine Following the outbreak of the war in Ukraine in late February 2022, several countries imposed sanctions on Russia, Belarus and certain regions in Ukraine. There has been an abrupt change in the geopolitical situation, with significant uncertainty about the duration of the conflict, changing scope of sanctions and retaliation actions including new laws. The SEALSQ group does not have any operation or customer in Russia, Belarus or Ukraine, and, as such, does not foresee any direct impact of the war on its operations. However, the war has also contributed to an increase in volatility in currency markets, energy prices, raw material and other input costs, which may impact the Group’s supply chain in the future. As at June 30, 2023, SEALSQ has assessed the consequences of the war for its financial disclosures and considered the impacts on key judgments and significant estimates, and has concluded that no changes were required. SEALSQ will continue to monitor these areas of increased risk for material changes. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal Year The Group’s fiscal year ends on December 31. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of SEALSQ Corp. and its wholly owned subsidiaries over which the Group has control. Intercompany income and expenses, including unrealized gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. We believe these estimates, judgements and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions and the actual results, our condensed consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting from available alternatives would not produce a materially different result. |
Foreign Currency | Foreign Currency The functional currency of SEALSQ Corp. is USD. In general, the functional currency of a foreign operation is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income/loss. The Group's reporting currency is USD. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of deposits held at major banks that are readily available. Cash equivalents consist of highly liquid investments that are readily convertible to cash and with original maturity dates of three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. |
Accounts Receivable | Accounts Receivable Receivables represent rights to consideration that are unconditional and consist of amounts billed and currently due from customers, and revenues that have been recognized for accounting purposes but not yet billed to customers. The Group extends credit to customers in the normal course of business and in line with industry practices. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We recognize an allowance for credit losses to present the net amount of receivables expected to be collected as of the balance sheet date. The allowance is based on the credit losses expected to arise over the asset’s contractual term taking into account historical loss experience, customer-specific data as well as forward-looking estimates. Expected credit losses are estimated individually. Accounts receivables are written off when deemed uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries, which are not to exceed the amount previously written off, are considered in determining the allowance balance at the balance sheet date. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Costs are calculated using standard costs, approximating average costs. Finished goods and work-in-progress inventories include material, labor and manufacturing overhead costs. The Group records write-downs on inventory based on an analysis of obsolescence or a comparison to the anticipated demand or market value based on a consideration of marketability and product maturity, demand forecasts, historical trends and assumptions about future demand and market conditions. |
Property, Plant and Equipment | Property, Plant and Equipment Property, Plant and Equipment Minimum Maximum Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives which range from 1 5 |
Intangible Assets | Intangible Assets Intangible Assets Those intangible assets that are considered to have a finite useful life are amortized over their useful lives, which generally range from 1 10 |
Leases | Leases In line with ASC 842, the Group, as a lessee, recognizes right-of-use assets and related lease liabilities on its balance sheet for all arrangements with terms longer than twelve months, and reviews its leases for classification between operating and finance leases. Obligations recorded under operating and finance leases are identified separately on the balance sheet. Assets under finance leases and their accumulated amortization are disclosed separately in the notes. Operating and finance lease assets and operating and finance lease liabilities are measured initially at an amount equal to the present value of minimum lease payments during the lease term, as at the beginning of the lease term. The Group has elected the short-term lease practical expedient whereby we do not present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. We have also elected the practical expedients related to lease classification of leases that commenced before the effective date of ASC 842. |
Revenue Recognition | Revenue Recognition The Group’s policy is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the group applies the following steps: - Step 1: Identify the contract(s) with a customer. - Step 2: Identify the performance obligations in the contract. - Step 3: Determine the transaction price. - Step 4: Allocate the transaction price to the performance obligations in the contract. - Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract. If a standalone price is not observable, we use estimates. The Group recognizes revenue when it satisfies a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a prorata temporis If the Group determines that the performance obligation is not satisfied, it will defer recognition of revenue until it is satisfied. We present revenue net of sales taxes and any similar assessments. The Group delivers products and records revenue pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract. Where products are sold under warranty, the customer is granted a right of return which, when exercised, may result in either a full or partial refund of any consideration received, or a credit that can be applied against amounts owed, or that will be owed, to the Group. For any amount received or receivable for which we do not expect to be entitled to because the customer has exercised its right of return, we recognize those amounts as a refund liability. |
Contract Assets | Contract Assets Contract assets consist of accrued revenue where the Group has fulfilled its performance obligation towards the customer but the corresponding invoice has not yet been issued. Upon invoicing, the asset is reclassified to trade accounts receivable until payment. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of amounts that have been invoiced and paid but have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current and the remaining deferred revenue recorded as non-current. This would relate to multi-year certificates or licenses. |
Contract Liability | Contract Liability Contract liability consists of either: - amounts that have been invoiced and not yet paid, nor recognized as revenue. Upon payment, the liability is reclassified to deferred revenue if the amounts still have not been recognized as revenue. Contract liability that will be realized during the succeeding 12-month period is recorded as current and the remaining contract liability recorded as non-current. This would relate to multi-year certificates or licenses. - advances from customers not supported by invoices. |
Sales Commissions | Sales Commissions Sales commission expenses where revenue is recognized are recorded in the period of revenue recognition. |
Cost of Sales and Depreciation of Production Assets | Cost of Sales and Depreciation of Production Assets Our cost of sales consists primarily of expenses associated with the delivery and distribution of products. These include expenses related to the license to the Global Cryptographic ROOT Key, the global Certification authorities as well as the digital certificates for people, servers and objects, expenses related to the preparation of our secure elements and the technical support provided on the Group's ongoing production and on the ramp-up phase, including materials, labor, test and assembly suppliers, and subcontractors, freights costs, as well as the amortization of probes, wafers and other items that are used in the production process. This amortization is disclosed separately under depreciation of production assets on the face of the income statement. |
Research and Development and Software Development Costs | Research and Development and Software Development Costs All research and development costs and software development costs are expensed as incurred. |
Advertising Costs | Advertising Costs All advertising costs are expensed as incurred. |
Pension Plan | Pension Plan In the six months ended June 30, 2023, the Group maintained one defined benefit post retirement plans covering the French employees of WISeKey Semiconductors SAS. In accordance with ASC 715-30, Defined Benefit Plans – Pension, |
Income Taxes | Income Taxes Taxes on income are accrued in the same period as the revenues and expenses to which they relate. Deferred taxes are calculated on the temporary differences that arise between the tax base of an asset or liability and its carrying value in the balance sheet of our companies prepared for consolidation purposes, with the exception of temporary differences arising on investments in foreign subsidiaries where the Group has plans to permanently reinvest profits into the foreign subsidiaries. Deferred tax assets on tax loss carry-forwards are only recognized to the extent that it is “more likely than not” that future profits will be available and the tax loss carry-forward can be utilized. Changes to tax laws or tax rates enacted at the balance sheet date are taken into account in the determination of the applicable tax rate provided that they are likely to be applicable in the period when the deferred tax assets or tax liabilities are realized. The Group is required to pay income taxes in a number of countries. The Group recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that the position will be sustained on examination by the tax authorities. The benefit recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on settlement with the tax authority, assuming full knowledge of the position and all relevant facts. The Group adjusts its recognition of these uncertain tax benefits in the period in which new information is available impacting either the recognition or measurement of its uncertain tax positions. |
Research Tax Credits | Research Tax Credits Research tax credits are provided by the French government to give incentives for companies to perform technical and scientific research. WISeKey Semiconductors SAS is eligible to receive such tax credits. These research tax credits are presented as a reduction of research & development expenses in the income statement when companies that have qualifying expenses can receive such grants in the form of a tax credit irrespective of taxes ever paid or ever to be paid, the corresponding research and development efforts have been completed and the supporting documentation is available. The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event occurs first. The tax credits are included in noncurrent deferred tax credits in the balance sheet in line with ASU 2015-17. |
Earnings per Share | Earnings per Share Basic earnings per share are calculated using the two-class method required for companies with multiple classes of common stock. The two-class method determines net earnings per common share for each class of common stock according to dividends declared or accumulated and participation rights in distributed and undistributed earnings or losses. The two-class method requires income available to common stockholders for the period to be allocated between each class of common stock based upon their respective rights to receive dividends as if all income for the period had been distributed. For SEALSQ, the dividend rights of the holders of ordinary and Class F common stock (collectively, the “common stock”) differ. The dividend rights of a Class F Share are five times greater than the dividend rights of an ordinary share. Undistributed earnings are allocated to the classes of common stock proportionately to their dividend rights and the resulting net results per share will, therefore, vary for each class of common stock. In line with ASC 260-10-45, the Group has presented the net earnings attributed to its common stock for each class of common stock. The earnings per share calculation is based on the weighted average number of shares in issue of each class. When the effects are not antidilutive, diluted earnings per share is calculated using the weighted-average outstanding common shares and the dilutive effect of stock options as determined under the treasury stock method. |
Segment Reporting | Segment Reporting Our chief operating decision maker, who is also our Chief Executive Officer, regularly reviews information related to one operating segment, secure microcontrollers, for purposes of allocating resources and assessing budgets and performance. We report our financial performance based on this segment structure described in Note 28. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated: As of January 1, 2023, the Group adopted Accounting Standards Update (ASU) 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 (meaning the acquirer should assume it has entered the original contract at the same date and using the same terms as the acquiree). This new ASU applies to contract assets and contract liabilities acquired in a business combination and to other contracts that directly/indirectly apply the requirements of ASC 606. There was no impact on the Group's results upon adoption of the standard. New FASB Accounting Standard to be adopted in the future: In March 2023, The FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements, which requires all companies to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term. Summary: The amendments allow a private company Effective Date: ASU 2023-01 is effective for public business entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. An entity should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted. The Group expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In June 2023, The FASB issued ASU No. 2023-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies how the fair value of equity securities subject to contractual sale restrictions is determined. Summary: The ASU clarifies that a contractual sale restriction should not be considered in measuring fair value. It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities. Effective Date: ASU 2023-03 is effective for public business entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. An entity should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted. The Group expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. |
Concentration of credit risks (
Concentration of credit risks (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor | Revenue concentration Receivables concentration 6 months ended June 30, As at June 30, As at December 31, 2023 (unaudited) 2022 (unaudited) 2023 (unaudited) 2022 Multinational electronics contract manufacturing company 22 20 39 34 International digital security company 12 0 8 6 Multinational technology company 4 0 16 0 International equipment and software manufacturer 3 5 1 12 International equipment and product manufacturer 2 11 0 0 |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis | As at June 30, 2023 (unaudited) As at December 31, 2022 USD'000 Carrying amount Fair value Carrying amount Fair value Fair value level Note ref. Nonrecurring fair value measurements Accounts receivable 3,471 3,471 2,219 2,219 3 9 Accounts payable 9,018 9,018 6,735 6,735 3 17 Indebtedness to related parties, current — — 3,374 3,374 3 19 Bonds, mortgages and other long-term debt 1,577 1,577 1,489 1,489 3 20 Indebtedness to related parties, noncurrent 12,186 12,186 7,946 7,946 3 19 |
Business combination (Tables)
Business combination (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination - Schedule of Assets and Liabilities Acquired | The major classes of assets and liabilities acquired by the accounting acquirer, WISeKey Semiconductors SAS, are as follows: Business Combination - Schedule of Assets and Liabilities Acquired USD'000 As at December 31, 2022 ASSETS TOTAL ASSETS — LIABILITIES Indebtedness to related parties, current 188 Total current liabilities 188 TOTAL LIABILITIES 188 Commitments and contingent liabilities SHAREHOLDERS' EQUITY Common stock — USD 0.00 Authorized, issued and outstanding - 100 Additional paid-in capital — Accumulated deficit (188 ) Total shareholders'equity (188 ) TOTAL LIABILITIES AND EQUITY — |
Accounts receivable (Tables)
Accounts receivable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Accounts Receivable - Schedule of Accounts Receivable | The breakdown of the accounts receivable balance is detailed below: Accounts Receivable - Schedule of Accounts Receivable As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Trade accounts receivable 3,520 2,269 Allowance for doubtful accounts (50 ) (50 ) Accounts receivable from underwriters, promoters, and employees 1 — Total accounts receivable net of allowance for doubtful accounts 3,471 2,219 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories - Schedule of Inventories, Current | Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Raw materials 3,182 4,523 Work in progress 6,152 2,987 Total inventories 9,334 7,510 |
Other current assets (Tables)
Other current assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets - Schedule of Other Current Assets | Other current assets consisted of the following: Other Current Assets - Schedule of Other Current Assets As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Value-Added Tax Receivable 315 224 Advanced payment to suppliers 454 1,025 Deposits, current 4 3 Total other current assets 773 1,252 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment - Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following. Property, Plant and Equipment - Schedule of Property, Plant and Equipment As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Machinery & equipment Machinery & Equipment 11,961 10,410 Office equipment and furniture Office Equipment and Furniture 2,320 2,320 Computer equipment and licences Computer Equipment and Licenses 681 558 Total property, plant and equipment gross 14,962 13,288 Accumulated depreciation for: Machinery & equipment (10,075 ) (9,985 ) Office equipment and furniture (2,189 ) (2,028 ) Computer equipment and licences (517 ) (493 ) Total accumulated depreciation (12,781 ) (12,506 ) Total property, plant and equipment, net 2,181 782 Depreciation charge for the 6 months to June 30, 273 198 |
Intangible assets (Tables)
Intangible assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets - Schedule of Finite-Lived Intangible Assets | Intangible assets and future amortization expenses consisted of the following: Intangible Assets - Schedule of Finite-Lived Intangible Assets As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Intangible assets subject to amortization: Patents 2,281 2,281 License agreements 1,699 1,699 Other intangibles 923 923 Total intangible assets gross 4,903 4,903 Accumulated amortization for: Patents Patents (2,281 ) (2,281 ) License agreements License Agreements (1,699 ) (1,698 ) Other intangibles Other Intangibles (923 ) (923 ) Total accumulated amortization (4,903 ) (4,902 ) Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net — 1 Total intangible assets, net — 1 Amortization charge for the 6 months to June 30, 1 2 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases - Schedule of Lease Costs | During the six months ended June 30, 2023 and 2022 we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs 6 months ended June 30, USD'000 2023 (unaudited) 2022 (unaudited) Operating lease cost: Fixed rent expense 172 166 Short-term lease cost — — Net lease cost 172 166 Lease cost - Cost of sales Cost of Sales — — Lease cost - General & administrative expenses General & Administrative Expenses 172 166 Net lease cost 172 166 |
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases | In the six months ended June 30, 2023 and the year ended December 31, 2022, we had the following cash and non-cash activities associated with our leases: Leases - Schedule of Cash and Non-Cash Activities Associated with Leases As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 161 328 Non-cash investing and financing activities : Net lease cost 172 332 Additions to ROU assets obtained from: New operating lease liabilities 65 56 |
Leases - Schedule of Right-Of-Use Assets and Lease Liabilities | The following table provides the details of right-of-use assets and lease liabilities as of June 30, 2023: Leases - Schedule of Right-Of-Use Assets and Lease Liabilities As at June 30, 2023 USD'000 Right-of-use assets: Operating leases 1,294 Total right-of-use assets 1,294 Lease liabilities: Operating leases 1,242 Total lease liabilities 1,242 |
Leases - Schedule of Future Minimum Lease Payments | As at June 30, 2023, future minimum annual lease payments were as follows, which corresponds to the future minimum lease payments under legacy ASC 840 in line with ASU 2018-11. Leases - Schedule of Future Minimum Lease Payments Other Liabilities USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2023 164 — — 164 2024 318 — — 318 2025 293 — — 293 2026 289 — — 289 2027 and beyond 447 — — 447 Total future minimum operating and short-term lease payments 1,511 — — 1,511 Less effects of discounting (269 ) — — (269 ) Lease liabilities recognized 1,242 — — 1,242 |
Accounts payable (Tables)
Accounts payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable - Schedule of Accounts Payable | The accounts payable balance consisted of the following: Accounts Payable - Schedule of Accounts Payable As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Trade creditors 4,916 5,001 Accounts payable to shareholders 2,145 — Accounts payable to underwriters, promoters, and employees 826 1,071 Other accounts payable 1,131 663 Total accounts payable 9,018 6,735 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities - Schedule of Other Current Liabilities | Other current liabilities consisted of the following: Other Current Liabilities - Schedule of Other Current Liabilities As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Other tax payable 30 28 Customer contract liability, current 157 84 Other current liabilities 38 36 Total other current liabilities 225 148 |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations | Movement in Funded Status 6 months ended June 30, USD'000 2023 2022 Net Service cost 19 23 Interest cost/(credit) 7 2 Settlement / curtailment cost / (credit) — — Total Net Periodic Benefit Cost/(credit) 26 25 Employer contributions paid in the period (13 ) (12 ) Total Cashflow (13 ) (12 ) |
Stockholders_ equity (Tables)
Stockholders’ equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity - Schedule of Stock by Class | Stockholders’ equity consisted of the following: Stockholders' Equity - Schedule of Stock by Class SEALSQ Corp. WISeKey Semiconductors SAS As at June 30, 2023 As at December 31, 2022 Share Capital Ordinary shares F shares In equivalent ordinary shares In equivalent Par value per share USD 0.01 USD 0.05 USD 0.01 USD 0.05 Share capital (in USD) 75,015 74,985 75,014 74,985 Total number of authorized shares 200,000,000 10,000,000 200,000,000 10,000,000 Total number of fully paid-in issued shares 7,501,500 1,499,700 7,501,400 1,499,700 Total number of fully paid-in outstanding shares 7,501,500 1,499,700 7,501,400 1,499,700 Total share capital (in USD) 150,000 149,999 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue - Schedule of Disaggregation of Revenue | The following table shows the Group’s revenues disaggregated by product or service type: Revenue - Schedule of Disaggregation of Revenue At One Point in Time At one point in time Total Disaggregation of revenue (unaudited) Revenue recognized 6 months ended June 30, 6 months ended June 30, USD'000 2023 2022 2023 2022 Secure Microcontrollers Segment Secure chips Upon delivery 10,156 9,671 10,156 9,671 Total Secure Microcontrollers segment revenue 10,156 9,671 10,156 9,671 All Other Segment Secure chips Upon delivery 4,595 985 4,595 985 Total All Other segment revenue 4,595 985 4,595 985 Total Revenue 14,751 10,656 14,751 10,656 |
Revenue - Schedule of Disaggregation of Revenue by Geographic Areas | The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses: Revenue - Schedule of Disaggregation of Revenue by Geographic Areas Rest of EMEA North America Asia Pacific Latin America France Net sales by region (unaudited) 6 months ended June 30, USD'000 2023 2022 Secure Microcontrollers Segment France 31 90 Rest of EMEA 1,357 1,280 North America 7,956 6,937 Asia Pacific 812 1,314 Latin America — 50 Total Secure Microcontrollers segment revenue 10,156 9,671 All Other Segment France 109 4 Rest of EMEA 2,924 679 North America 418 — Asia Pacific 1,144 302 Total All Other segment revenue 4,595 985 Total net sales 14,751 10,656 *EMEA means Europe, Middle East and Africa |
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability | Our contract assets, deferred revenue and contract liability consist of: Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability As at June 30, As at December 31, USD'000 2023 (unaudited) 2022 Trade accounts receivables Trade accounts receivable - Secure Microcontrollers Segment 2,424 1,794 Trade accounts receivable - All Other Segment 1,096 475 Total trade accounts receivables 3,520 2,269 Contract liabilities - current 157 84 Total contract liabilities 157 84 Revenue recognized in the period from amounts included in the deferred revenue at the beginning of the year — — |
Non-operating income (Tables)
Non-operating income (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Non-Operating Income - Schedule of Non-Operating Income | Non-operating income consisted of the following: Non-Operating Income - Schedule of Non-Operating Income Unaudited 6 months ended June 30, USD'000 2023 2022 Foreign exchange gain 125 469 Interest income 55 — Total non-operating income 180 469 |
Non-operating expenses (Tables)
Non-operating expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Non-operating Expenses | |
Non-Operating Expenses - Schedule of Non-Operating Expenses | Non-operating expenses consisted of the following: Non-Operating Expenses - Schedule of Non-Operating Expenses Unaudited 6 months ended June 30, USD'000 2023 2022 Foreign exchange losses 253 111 Financial charges 2 1 Interest expense 52 — Other 6 1 Total non-operating expenses 313 113 |
Segment reporting (Tables)
Segment reporting (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting - Schedule of Segment Reporting Information by Segment | 6 months ended June 30, 2023 (unaudited) 2022 (unaudited) USD'000 Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Revenues from external customers 10,156 4,595 14,751 9,671 985 10,656 Intersegment revenues — 231 231 — 180 180 Interest revenue 38 17 55 — — — Interest expense 36 16 52 110 11 121 Depreciation and amortization 190 86 275 181 19 200 Segment income /(loss) before income taxes 718 (1,262 ) (544 ) 687 (860 ) (173 ) Profit / (loss) from intersegment sales — 11 11 — 9 9 Income tax recovery /(expense) — (320 ) (320 ) — (1 ) (1 ) Segment assets 13,279 7,864 24,148 13,279 1,695 14,974 |
Segment Reporting - Schedule of Reconciliation of Revenue | 6 months ended June 30, 2023 2022 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 14,982 10,836 Elimination of intersegment revenue Intersegment (231 ) (180 ) Total consolidated revenue 14,751 10,656 Loss reconciliation Total profit / (loss) from reportable segments (544 ) (173 ) Elimination of intersegment profits (11 ) (9 ) Income /(Loss) before income taxes (555 ) (182 ) |
Segment Reporting - Schedule of Reconciliation of Assets | As at June 30, 2023 2022 USD'000 USD'000 Asset reconciliation Total assets from reportable segments Reportable Segments 24,148 14,974 Elimination of intersegment receivables Intersegment (71 ) (279 ) Consolidated total assets 24,077 14,695 |
Segment Reporting - Schedule of Revenue and Property, Plant and Equipment by Geography | The following tables summarize geographic information for net sales based on the billing address of the customer, and for property, plant and equipment. Segment Reporting - Schedule of Revenue and Property, Plant and Equipment by Geography Net sales by region 6 months ended June 30, USD'000 2023 (unaudited) 2022 (unaudited) France 140 94 Rest of EMEA* 4,281 1,959 North America 8,374 6,937 Asia Pacific 1,956 1,616 Latin America — 50 Total net sales 14,751 10,656 * EMEA means Europe, Middle East and Africa Property, plant and equipment, net of depreciation, by region As at June 30, As at December 31, USD'000 2023 2022 France 2,181 782 Total Property, plant and equipment, net of depreciation 2,181 782 |
Earnings_(Loss) per share (Tabl
Earnings/(Loss) per share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings per ordinary share (USD) | |
Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted | The computation of basic and diluted net earnings/(loss) per share for the Group is as follows: Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted 6 months ended June 30, Earnings / (loss) per share 2023 (unaudited) 2022 (unaudited) Net income (USD'000) (875 ) (183 ) Effect of potentially dilutive instruments on net gain (USD'000) n/a n/a Net income / (loss) after effect of potentially dilutive instruments (USD'000) (875 ) (183 ) Ordinary shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 7,501,500 6,610,293 Effect of potentially dilutive equivalent shares n/a n/a Weighted average shares outstanding - diluted 7,501,500 6,610,293 Net earnings / (loss) per ordinary share Basic weighted average loss per share (USD) (0.06 ) (0.01 ) Diluted weighted average loss per share (USD) (0.06 ) (0.01 ) F shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 1,499,700 1,499,700 Effect of potentially dilutive equivalent shares n/a n/a Weighted average shares outstanding - diluted 1,499,700 1,499,700 Net earnings / (loss) per F share Basic weighted average loss per share (USD) (0.29 ) (0.06 ) Diluted weighted average loss per share (USD) (0.29 ) (0.06 ) |
Related parties disclosure (Tab
Related parties disclosure (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest | As at June 30, 2023, the condensed consolidated financial statements of the Group include the entities listed in the following table: Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest Group Company Name Country of incorporation Year of incorporation Share Capital % ownership % ownership Nature of business WISeKey Semiconductors SAS France 2010 EUR 1,473,162 100.0 100.0 Chip manufacturing, sales & distribution WISeKey IoT Japan KK Japan 2017 JPY 1,000,000 100.0 100.0 Sales & distribution WISeKey IoT Taiwan Taiwan 2017 TWD 100,000 100.0 100.0 Sales & distribution |
Related Parties Disclosure - Schedule of Related Party Transactions | Receivables as at Payables as at Net expenses to Net income from Related Parties June 30, December 31, June 30, December 31, in the 6 months ended June 30, in the 6 months ended June 30, (in USD'000) 2023 (unaudited) 2022 2023 (unaudited) 2022 2023 (unaudited) 2022 (unaudited) 2023 (unaudited) 2022 (unaudited) 1 WISeKey International Holding AG — — 9,656 7,122 1,898 359 — — 2 WISeKey USA Inc — — 646 154 492 255 — — 3 WISeKey Semiconductors GmbH — — 870 773 81 92 — — 4 WISeCoin AG — — 3,349 3,306 37 44 — — Total — — 14,521 11,355 2,508 750 — — |
Future operations and going c_2
Future operations and going concern (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating income/(loss) | $ (279) | $ (383) |
Working capital | $ 6,700 |
Summary of significant accoun_3
Summary of significant accounting policies (Details Narrative) | Jun. 30, 2023 |
Minimum | Intangible Assets | |
Property, Plant and Equipment [Line Items] | |
Intangible assets, useful lives | 1 year |
Maximum | Intangible Assets | |
Property, Plant and Equipment [Line Items] | |
Intangible assets, useful lives | 10 years |
Property, Plant and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 year |
Property, Plant and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Concentration of Credit Risks -
Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Multinational Electronics Contract Manufacturing Company | Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk | 22% | 20% |
Multinational Electronics Contract Manufacturing Company | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk | 39% | 34% |
International Digital Security Company | Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk | 12% | 0% |
International Digital Security Company | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk | 8% | 6% |
Multinational Technology Company | Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk | 4% | 0% |
Multinational Technology Company | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk | 16% | 0% |
International Equipment and Software Manufacturer | Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk | 3% | 5% |
International Equipment and Software Manufacturer | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk | 1% | 12% |
International Equipment and Product Manufacturer | Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk | 2% | 11% |
International Equipment and Product Manufacturer | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk | 0% | 0% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Assets, carrying amount | $ 24,077 | $ 21,659 | $ 14,695 |
Liabilities, carrying amount | 24,722 | 21,447 | |
Level 3 | Accounts Payable | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Liabilities, carrying amount | 9,018 | 6,735 | |
Liabilities, fair value | 9,018 | 6,735 | |
Level 3 | Indebtedness to Related Parties, Current | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Liabilities, carrying amount | 3,374 | ||
Liabilities, fair value | 3,374 | ||
Level 3 | Bonds, Mortgages and Other Long-Term Debt | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Liabilities, carrying amount | 1,577 | 1,489 | |
Liabilities, fair value | 1,577 | 1,489 | |
Level 3 | Indebtedness to Related Parties, Noncurrent | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Liabilities, carrying amount | 12,186 | 7,946 | |
Liabilities, fair value | 12,186 | 7,946 | |
Receivables | Level 3 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Assets, carrying amount | 3,471 | 2,219 | |
Assets, fair value | $ 3,471 | $ 2,219 |
Business Combination - Schedule
Business Combination - Schedule of Assets and Liabilities Acquired (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
LIABILITIES | ||
Indebtedness to related parties, current | $ 3,374 | |
Total current liabilities | 9,641 | 10,628 |
TOTAL LIABILITIES | 24,722 | 21,447 |
SHAREHOLDERS' EQUITY | ||
Common stock | $ 75 | $ 75 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 7,501,500 | 7,501,400 |
Common stock, shares outstanding | 7,501,500 | 7,501,400 |
Additional paid-in capital | $ 16,752 | $ 16,731 |
Accumulated deficit | (18,318) | (17,444) |
Total shareholders'equity | (645) | 212 |
TOTAL LIABILITIES AND EQUITY | $ 24,077 | 21,659 |
WISeKey Semiconductors SAS | ||
ASSETS | ||
TOTAL ASSETS | 0 | |
LIABILITIES | ||
Indebtedness to related parties, current | 188 | |
Total current liabilities | 188 | |
TOTAL LIABILITIES | 188 | |
SHAREHOLDERS' EQUITY | ||
Common stock | ||
Common stock, par value | $ 0 | |
Common stock, shares authorized | 100 | |
Common stock, shares issued | 100 | |
Common stock, shares outstanding | 100 | |
Additional paid-in capital | ||
Accumulated deficit | (188) | |
Total shareholders'equity | (188) | |
TOTAL LIABILITIES AND EQUITY |
Business combination (Details N
Business combination (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Shareholders' equity | $ (645) | $ 212 |
WISeKey Semiconductors SAS | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Shareholders' equity | $ (188) |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Trade accounts receivable | $ 3,520 | $ 2,269 |
Allowance for doubtful accounts | (50) | (50) |
Accounts receivable from underwriters, promoters, and employees | 1 | |
Total accounts receivable net of allowance for doubtful accounts | $ 3,471 | $ 2,219 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories, Current (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,182 | $ 4,523 |
Work in progress | 6,152 | 2,987 |
Total inventories | $ 9,334 | $ 7,510 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value-Added Tax Receivable | $ 315 | $ 224 |
Advanced payment to suppliers | 454 | 1,025 |
Deposits, current | 4 | 3 |
Total other current assets | $ 773 | $ 1,252 |
Deferred tax credits (Details N
Deferred tax credits (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
WISeKey Semiconductors SAS | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Research tax credits | $ 1,179,981 | $ 692,314 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 14,962 | $ 13,288 |
Accumulated depreciation | (12,781) | (12,506) |
Total property, plant and equipment from continuing operations, net | 2,181 | 782 |
Depreciation charge for the year | 273 | 198 |
Machinery & Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,961 | 10,410 |
Accumulated depreciation | (10,075) | (9,985) |
Office Equipment and Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,320 | 2,320 |
Accumulated depreciation | (2,189) | (2,028) |
Computer Equipment and Licenses | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 681 | 558 |
Accumulated depreciation | $ (517) | $ (493) |
Property, plant and equipment_2
Property, plant and equipment (Details Narrative) | Jun. 30, 2023 |
Machinery & Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Machinery & Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Production Masks | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Production Tools | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Licenses | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 year |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | $ 4,903 | $ 4,903 |
Accumulated amortization | (4,903) | (4,902) |
Total intangible assets, net | 0 | 1 |
Amortization charge for the year to December 31, | 1 | 2 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 2,281 | 2,281 |
Accumulated amortization | (2,281) | (2,281) |
License Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 1,699 | 1,699 |
Accumulated amortization | (1,699) | (1,698) |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 923 | 923 |
Accumulated amortization | (923) | (923) |
Total Intangible Assets Subject to Amortization, Net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | $ 0 | $ 1 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) | Jun. 30, 2023 |
Patents | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 5 years |
Patents | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 10 years |
License Agreements | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 1 year |
License Agreements | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 3 years |
Other Intangibles | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 5 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Operating lease cost: | |||
Fixed rent expense | $ 172 | $ 166 | |
Short-term lease cost | |||
Net lease cost | 172 | 166 | $ 332 |
Cost of Sales | |||
Operating lease cost: | |||
Net lease cost | 0 | 0 | |
General & Administrative Expenses | |||
Operating lease cost: | |||
Net lease cost | $ 172 | $ 166 |
Leases - Schedule of Cash and N
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 161 | $ 328 | |
Non-cash investing and financing activities : | |||
Net lease cost | 172 | $ 166 | 332 |
Additions to ROU assets obtained from: | |||
New operating lease liabilities | $ 65 | $ 56 |
Leases - Schedule of Right-Of-U
Leases - Schedule of Right-Of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Right-of-use assets: | ||
Total right-of-use assets | $ 1,294 | $ 1,379 |
Lease liabilities: | ||
Total lease liabilities | $ 1,242 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Operating - 2023 | $ 164 |
Short-term - 2023 | |
Finance - 2023 | |
Total lease payments - 2023 | 164 |
Operating - 2024 | 318 |
Short-term - 2024 | 0 |
Finance - 2024 | 0 |
Total lease payments - 2024 | 318 |
Operating - 2025 | 293 |
Short-term - 2025 | 0 |
Finance - 2025 | 0 |
Total lease payments - 2025 | 293 |
Operating - 2026 | 289 |
Short-term - 2026 | 0 |
Finance - 2026 | 0 |
Total lease payments - 2026 | 289 |
Operating - 2027 and beyond | 447 |
Short-term - 2027 and beyond | 0 |
Finance - 2027 and beyond | 0 |
Total lease payments - 2027 and beyond | 447 |
Operating - Total future minimum operating lease payments | 1,511 |
Short-term - Total future minimum short-term lease payments | |
Finance - Total future minimum finance lease payments | |
Total Lease Payments - Total future minimum lease payments | 1,511 |
Operating - Less effects of discounting | (269) |
Short-term - Less effects of discounting | 0 |
Finance - Less effects of discounting | |
Total Lease Payments - Less effects of discounting | (269) |
Operating - Lease liabilities recognized | 1,242 |
Short-term - Lease liabilities recognized | 0 |
Finance - Lease liabilities recognized | |
Total Lease Payments - Lease liabilities recognized | 1,242 |
Other Liabilities | |
Operating - Lease liabilities recognized | $ 1,242 |
Leases (Details Narrative)
Leases (Details Narrative) | Jun. 30, 2023 |
Leases [Abstract] | |
Weighted-average remaining lease term, operating leases | 4 years 11 months 4 days |
Weighted average discount rate, operating leases | 3.06% |
Accounts Payable - Schedule of
Accounts Payable - Schedule of Accounts Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Trade creditors | $ 4,916 | $ 5,001 |
Accounts payable to shareholders | 2,145 | |
Accounts payable to underwriters, promoters, and employees | 826 | 1,071 |
Other accounts payable | 1,131 | 663 |
Total accounts payable | $ 9,018 | $ 6,735 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Other tax payable | $ 30 | $ 28 |
Customer contract liability, current | 157 | 84 |
Other current liabilities | 38 | 36 |
Total other current liabilities | $ 225 | $ 148 |
Indebtedness to related parti_2
Indebtedness to related parties (Details Narrative) | 1 Months Ended | 6 Months Ended | |||||||||||||||
Dec. 15, 2022 USD ($) shares | Dec. 15, 2022 EUR (€) shares | Nov. 12, 2020 USD ($) | Jan. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2022 | Aug. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 28, 2021 USD ($) | Oct. 30, 2019 USD ($) | Apr. 30, 2019 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Apr. 01, 2021 USD ($) | Apr. 01, 2021 EUR (€) | Oct. 30, 2016 USD ($) | |
the "Group" | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Proceeds from related party | $ 283,754 | $ 381,879 | $ 444,542 | $ 1,910,754 | $ 1,463,664 | ||||||||||||
Interest rate | 3% | 3% | 3% | 3% | 3% | ||||||||||||
Debt remission amount | $ 5,459,000 | € 5,000,000 | $ 5,871,714 | € 5,000,000 | |||||||||||||
Maturity date | Dec. 31, 2024 | Dec. 31, 2024 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | ||||||||||||
Long term debt | $ 1,198,746 | 12,375,515 | |||||||||||||||
Unamortized debt discount | 35,340 | 189,110 | |||||||||||||||
Long term debt, carrying value | 1,163,406 | 12,186,405 | |||||||||||||||
Additional loan amount | 208,751 | ||||||||||||||||
Interest expense | 54,981 | ||||||||||||||||
Accounts payable | $ 2,145,262 | ||||||||||||||||
WISeKey International Holding AG | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Lines of credit extended to shareholder loans | $ 4,000,000 | ||||||||||||||||
Line of credit description | to be drawn down over six months from the date of the commitment, in instalments of between USD 1 million and USD 1.5 million. | ||||||||||||||||
Line of credit, interest rate | 3% | 2.50% | 12.30% | ||||||||||||||
Debt conversion, converted amount | $ 7,348,397 | € 7,000,000 | |||||||||||||||
Debt conversion, shares issued | shares | 175,000 | 175,000 | |||||||||||||||
Share capital | $ 183,710 | ||||||||||||||||
Recapitalization by WISeKey International Holding Ltd | $ 7,164,687 | ||||||||||||||||
Line of credit | $ 5,000,000 | $ 1,163,406 | |||||||||||||||
Line of credit, maturity date | Dec. 31, 2024 | ||||||||||||||||
Proceeds from line of credit | $ 1,407,497 | ||||||||||||||||
WISeCoin AG | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Proceeds from related party | $ 2,750,000 | € 250,000 | |||||||||||||||
Interest rate | 2.50% | 3% | 3% |
Bonds, mortgages and other lo_2
Bonds, mortgages and other long-term debt (Details Narrative) - Production Capacity Investment Loan Agreement - USD ($) | 1 Months Ended | 6 Months Ended |
Nov. 30, 2022 | Jun. 30, 2023 | |
Short-Term Debt [Line Items] | ||
Proceeds from loan agreement | $ 2,000,000 | |
Unamortized debt discount | $ 511,128 | $ 423,475 |
Debt discount amortization expense | 87,653 | |
Note payable | 2,000,000 | |
Carrying value | $ 1,576,525 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||
Net Service cost | $ 19 | $ 23 |
Interest cost/(credit) | 7 | 2 |
Settlement / curtailment cost / (credit) | 0 | 0 |
Total Net Periodic Benefit Cost/(credit) | 26 | 25 |
Total Cashflow | $ (13) | $ (12) |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock by Class (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Par value per share | $ 0.01 | $ 0.01 |
Total number of authorized shares | 200,000,000 | 200,000,000 |
Total number of fully paid-in issued shares | 7,501,500 | 7,501,400 |
Total number of fully paid-in outstanding shares | 7,501,500 | 7,501,400 |
Total share capital | $ 150,000,000 | |
WISeKey Semiconductors SAS | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Par value per share | $ 0 | |
Total number of authorized shares | 100 | |
Total number of fully paid-in issued shares | 100 | |
Total number of fully paid-in outstanding shares | 100 | |
Total share capital | $ 149,999,000 | |
F Share | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Par value per share | $ 0.05 | $ 0.05 |
Share capital (in USD) | $ 74,985 | |
Total number of authorized shares | 10,000,000 | 10,000,000 |
Total number of fully paid-in issued shares | 1,499,700 | 1,499,700 |
Total number of fully paid-in outstanding shares | 1,499,700 | 1,499,700 |
F Share | WISeKey Semiconductors SAS | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Par value per share | $ 0.05 | |
Share capital (in USD) | $ 74,985 | |
Total number of authorized shares | 10,000,000 | |
Total number of fully paid-in issued shares | 1,499,700 | |
Total number of fully paid-in outstanding shares | 1,499,700 | |
Common Stock | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Par value per share | $ 0.01 | |
Share capital (in USD) | $ 75,015 | |
Total number of authorized shares | 200,000,000 | |
Total number of fully paid-in issued shares | 7,501,500 | |
Total number of fully paid-in outstanding shares | 7,501,500 | |
Common Stock | WISeKey Semiconductors SAS | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Par value per share | $ 0.01 | |
Share capital (in USD) | $ 75,014 | |
Total number of authorized shares | 200,000,000 | |
Total number of fully paid-in issued shares | 7,501,400 | |
Total number of fully paid-in outstanding shares | 7,501,400 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 14,751 | $ 10,656 |
At One Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 14,751 | 10,656 |
Secure Microcontrollers | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,156 | 9,671 |
Secure Microcontrollers | Secure Chips | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,156 | 9,671 |
Secure Microcontrollers | At One Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,156 | 9,671 |
Secure Microcontrollers | At One Point in Time | Secure Chips | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,156 | 9,671 |
All Others | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,595 | 985 |
All Others | Secure Chips | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,595 | 985 |
All Others | At One Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,595 | 985 |
All Others | At One Point in Time | Secure Chips | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 4,595 | $ 985 |
Revenue - Schedule of Disaggr_2
Revenue - Schedule of Disaggregation of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 14,751 | $ 10,656 |
France | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 140 | 94 |
Rest of EMEA | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 4,281 | 1,959 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 8,374 | 6,937 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1,956 | 1,616 |
Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 50 | |
Secure Microcontrollers | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 10,156 | 9,671 |
Secure Microcontrollers | France | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 31 | 90 |
Secure Microcontrollers | Rest of EMEA | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1,357 | 1,280 |
Secure Microcontrollers | North America | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,956 | 6,937 |
Secure Microcontrollers | Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 812 | 1,314 |
Secure Microcontrollers | Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 50 |
All Others | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 4,595 | 985 |
All Others | France | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 109 | 4 |
All Others | Rest of EMEA | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,924 | 679 |
All Others | North America | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 418 | 0 |
All Others | Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,144 | $ 302 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Trade accounts receivables | ||
Total trade accounts receivables | $ 3,520 | $ 2,269 |
Contract liabilities - current | 157 | 84 |
Total contract liabilities | 157 | 84 |
Revenue recognized in the period from amounts included in the deferred revenue at the beginning of the year | ||
Secure Microcontrollers Segment | ||
Trade accounts receivables | ||
Total trade accounts receivables | 2,424 | 1,794 |
All Other Segment | ||
Trade accounts receivables | ||
Total trade accounts receivables | $ 1,096 | $ 475 |
Revenue (Details Narrative)
Revenue (Details Narrative) | Jun. 30, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 157,392 |
Non-Operating Income - Schedule
Non-Operating Income - Schedule of Non-Operating Income (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | ||
Foreign exchange gain | $ 125 | $ 469 |
Interest income | 55 | |
Total non-operating income | $ 180 | $ 469 |
Non-Operating Expenses - Schedu
Non-Operating Expenses - Schedule of Non-Operating Expenses (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Non-operating Expenses | ||
Foreign exchange losses | $ 253 | $ 111 |
Financial charges | 2 | 1 |
Interest expense | 52 | |
Other | 6 | 1 |
Total non-operating expenses | $ 313 | $ 113 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues from external customers | $ 14,751 | $ 10,656 |
Income tax recovery /(expense) | (320) | (1) |
Segment assets | 24,148 | 14,974 |
Secure Microcontrollers | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 10,156 | 9,671 |
Intersegment revenues | ||
Interest revenue | 38 | |
Interest expense | 36 | 110 |
Depreciation and amortization | 190 | 181 |
Segment income /(loss) before income taxes | 718 | 687 |
Profit / (loss) from intersegment sales | ||
Income tax recovery /(expense) | ||
Segment assets | 13,279 | 13,279 |
All Others | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 4,595 | 985 |
Intersegment revenues | 231 | 180 |
Interest revenue | 17 | |
Interest expense | 16 | 11 |
Depreciation and amortization | 86 | 19 |
Segment income /(loss) before income taxes | (1,262) | (860) |
Profit / (loss) from intersegment sales | 11 | 9 |
Income tax recovery /(expense) | (320) | (1) |
Segment assets | 7,864 | 1,695 |
Total Segment Assets | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 14,751 | 10,656 |
Intersegment revenues | 231 | 180 |
Interest revenue | 55 | |
Interest expense | 52 | 121 |
Depreciation and amortization | 275 | 200 |
Segment income /(loss) before income taxes | (544) | (173) |
Profit / (loss) from intersegment sales | 11 | 9 |
Income tax recovery /(expense) | $ (320) | $ (1) |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Reconciliation of Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 14,751 | $ 10,656 |
Income /(Loss) before income taxes | (555) | (182) |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Net sales | 14,982 | 10,836 |
Income /(Loss) before income taxes | (544) | (173) |
Intersegment | ||
Segment Reporting Information [Line Items] | ||
Net sales | (231) | (180) |
Income /(Loss) before income taxes | $ (11) | $ (9) |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Reconciliation of Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Segment Reporting Information [Line Items] | |||
Consolidated total assets | $ 24,077 | $ 21,659 | $ 14,695 |
Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Consolidated total assets | 24,148 | 14,974 | |
Intersegment | |||
Segment Reporting Information [Line Items] | |||
Elimination of intersegment receivables Intersegment | $ (71) | $ (279) |
Segment Reporting - Schedule _4
Segment Reporting - Schedule of Revenue and Property, Plant and Equipment by Geography (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 14,751 | $ 10,656 | |
Property, plant and equipment net of accumulated depreciation | 2,181 | $ 782 | |
France | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 140 | 94 | |
Property, plant and equipment net of accumulated depreciation | 2,181 | $ 782 | |
Rest of EMEA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 4,281 | 1,959 | |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 8,374 | 6,937 | |
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 1,956 | 1,616 | |
Latin America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 50 |
Earnings_(Loss) Per Share - Sch
Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income (USD'000) | $ (875) | $ (183) |
Ordinary shares used in net earnings / (loss) per share computation: | ||
Weighted average shares outstanding - basic | 7,501,500 | 6,610,293 |
Weighted average shares outstanding - diluted | 7,501,500 | 6,610,293 |
Net earnings / (loss) per ordinary share | ||
Basic weighted average loss per share (USD) | $ (0.06) | $ (0.01) |
Diluted weighted average loss per share (USD) | $ (0.06) | $ (0.01) |
F Share | ||
Ordinary shares used in net earnings / (loss) per share computation: | ||
Weighted average shares outstanding - basic | 1,499,700 | 1,499,700 |
Weighted average shares outstanding - diluted | 1,499,700 | 1,499,700 |
Net earnings / (loss) per ordinary share | ||
Basic weighted average loss per share (USD) | $ (0.29) | $ (0.06) |
Diluted weighted average loss per share (USD) | $ (0.29) | $ (0.06) |
Related Parties Disclosure - Sc
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
WISeKey Semiconductors SAS | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | France | |
Country of incorporation | 2010 | |
Share capital | $ 1,473,162 | |
% ownership | 100% | |
Nature of business | Chip manufacturing, sales & distribution | |
WISeKey IoT Japan KK | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Japan | |
Country of incorporation | 2017 | |
Share capital | $ 1,000,000 | |
% ownership | 100% | 100% |
Nature of business | Sales & distribution | |
WISeKey IoT Taiwan | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Taiwan | |
Country of incorporation | 2017 | |
Share capital | $ 100,000 | |
% ownership | 100% | 100% |
Nature of business | Sales & distribution |
Related Parties Disclosure - _2
Related Parties Disclosure - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Receivables | $ 0 | $ 0 | |
Payables | 14,521 | 11,355 | |
Net expenses | 2,508 | $ 750 | |
Net income | 0 | 0 | |
WISeCoin AG | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 3,349 | 3,306 | |
Net expenses | 37 | 44 | |
Net income | 0 | 0 | |
WISeKey International Holding AG | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 9,656 | 7,122 | |
Net expenses | 1,898 | 359 | |
Net income | 0 | 0 | |
WISeKey USA Inc | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 646 | 154 | |
Net expenses | 492 | 255 | |
Net income | 0 | 0 | |
WISeKey Semiconductors GmbH | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 870 | $ 773 | |
Net expenses | 81 | 92 | |
Net income | $ 0 | $ 0 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - Subsequent Event - USD ($) $ in Thousands | 1 Months Ended | ||
Jul. 11, 2023 | Jul. 31, 2023 | Jul. 10, 2023 | |
Private Placement | |||
Subsequent Event [Line Items] | |||
Private placement, value | $ 20,000 | ||
Proceeds from issuance of private placement | $ 10,000 | ||
Private placement, description of transaction | the Company issued to the Investors (i) 4% Senior Original Issue Discount Convertible Notes due 2025 in an aggregate principal amount of USD 10 million, convertible into SEALSQ’s ordinary shares, and (ii) warrants with a 5-year maturity. The Senior Original Issue Discount Convertible bears a 4% per annum interest rate. | ||
Capital shares reserved for future issuance | 8,000,000 | ||
Shareholder | |||
Subsequent Event [Line Items] | |||
Shares issued | 8,184 |