Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | F-1/A |
Amendment Flag | true |
Amendment Description | The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
Entity Registrant Name | SEALSQ Corp |
Entity Central Index Key | 0001951222 |
Entity Incorporation, State or Country Code | D8 |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | true |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Craigmuir Chambers, Road Town |
Entity Address, City or Town | Tortola |
Entity Address, Country | VG |
Entity Address, Postal Zip Code | 1110 |
Country Region | 41 |
City Area Code | 22 |
Local Phone Number | 594-3000 |
Contact Personnel Name | John O’Hara |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income / (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net sales | $ 30,058 | $ 23,198 | $ 16,995 |
Cost of sales | (15,589) | (13,267) | (9,547) |
Depreciation of production assets | (420) | (132) | (301) |
Gross profit | 14,049 | 9,799 | 7,147 |
Other operating income | 48 | 2,007 | 91 |
Research & development expenses | (3,946) | (2,308) | (3,050) |
Selling & marketing expenses | (5,648) | (3,824) | (4,245) |
General & administrative expenses | (8,644) | (3,091) | (4,984) |
Total operating expenses | (18,190) | (7,216) | (12,188) |
Operating (loss) / income | (4,141) | 2,583 | (5,041) |
Non-operating income | 2,442 | 935 | 483 |
Interest and amortization of debt discount | (689) | (355) | (167) |
Non-operating expenses | (655) | (638) | (96) |
(Loss) / income before income tax expense | (3,043) | 2,525 | (4,821) |
Income tax (expense) / income | (225) | 3,245 | (6) |
Net (loss) / income | $ (3,268) | $ 5,770 | $ (4,827) |
Earnings per ordinary share (USD) | |||
Basic | $ (0.21) | $ 0.41 | $ (0.34) |
Diluted | $ (0.21) | $ 0.41 | $ (0.34) |
Other comprehensive income / (loss), net of tax: | |||
Foreign currency translation adjustments | $ (2) | $ (15) | $ (8) |
Net gain / (loss) arising during period | 11 | 170 | 142 |
Other comprehensive income / (loss) | 9 | 155 | 134 |
Comprehensive (loss) / income | (3,259) | 5,925 | (4,693) |
Class F Shares | |||
Research & development expenses | |||
Selling & marketing expenses | |||
General & administrative expenses | $ (492) | ||
Earnings per ordinary share (USD) | |||
Basic | $ (1.07) | $ 2.04 | $ (1.71) |
Diluted | $ (1.07) | $ 2.04 | $ (1.71) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 6,895 | $ 4,057 |
Accounts receivable, net of allowance for doubtful accounts | 5,053 | 2,219 |
Inventories | 5,231 | 7,510 |
Prepaid expenses | 605 | 394 |
Government Assistance | 1,718 | 692 |
Other current assets | 765 | 1,252 |
Total current assets | 20,267 | 16,124 |
Noncurrent assets | ||
Deferred income tax assets | 3,077 | 3,296 |
Property, plant and equipment, net of accumulated depreciation | 3,230 | 782 |
Intangible assets, net of accumulated amortization | 1 | |
Operating lease right-of-use assets | 1,278 | 1,379 |
Other noncurrent assets | 83 | 77 |
Total noncurrent assets | 7,668 | 5,535 |
TOTAL ASSETS | 27,935 | 21,659 |
Current Liabilities | ||
Accounts payable | 6,963 | 6,735 |
Indebtedness to related parties, current | 1,278 | 3,374 |
Current portion of obligations under operating lease liabilities | 336 | 324 |
Income tax payable | 2 | 47 |
Other current liabilities | 138 | 148 |
Total current liabilities | 8,717 | 10,628 |
Noncurrent liabilities | ||
Bonds, mortgages and other long-term debt | 1,654 | 1,489 |
Convertible note payable, noncurrent | 1,519 | |
Indebtedness to related parties, noncurrent | 9,695 | 7,946 |
Operating lease liabilities, noncurrent | 893 | 988 |
Employee benefit plan obligation | 426 | 396 |
Total noncurrent liabilities | 14,187 | 10,819 |
TOTAL LIABILITIES | 22,904 | 21,447 |
SHAREHOLDERS' EQUITY | ||
Common stock - F shares | 154 | 75 |
Additional paid-in capital | 24,730 | 16,731 |
Accumulated other comprehensive income / (loss) | 784 | 775 |
Accumulated deficit | (20,712) | (17,444) |
Total shareholders' equity | 5,031 | 212 |
TOTAL LIABILITIES AND EQUITY | 27,935 | 21,659 |
Class F Shares | ||
SHAREHOLDERS' EQUITY | ||
Common stock - F shares | $ 75 | $ 75 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 15,446,807 | 7,501,400 |
Common stock, shares outstanding | 15,446,807 | 7,501,400 |
Class F Shares | ||
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 | Number of F Shares |
As at December 31, 2022 at Dec. 31, 2021 | $ 141 | $ 8,889 | $ (23,214) | $ 621 | $ (13,563) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 6,610,293 | 1,499,700 | ||||
Recapitalization by WISeKey International Holding Ltd | $ 9 | 7,339 | 0 | 0 | 7,348 | |
Stock Issued During Period, Shares, Other | 891 | |||||
LT loan debt discount | 511 | 511 | ||||
Indebtedness to related parties | (8) | (8) | ||||
Comprehensive income / (loss) | 5,770 | 155 | 5,925 | |||
As at December 31, 2023 at Dec. 31, 2022 | $ 150 | 16,731 | (17,444) | 775 | 212 | |
Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 7,501,400 | 1,499,700 | ||||
Recapitalization by WISeKey International Holding Ltd | 0 | |||||
Indebtedness to related parties | 209 | 209 | ||||
Comprehensive income / (loss) | (3,268) | 9 | (3,259) | |||
Reverse recapitalization | (188) | (188) | ||||
Sale of Stock, Number of Shares Issued in Transaction | 100 | |||||
L1 Facility | $ 39 | 3,854 | 3,893 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,940,630 | |||||
Anson Facility | $ 40 | 4,124 | 4,164 | |||
Anson Facility, shares | 4,004,677 | |||||
As at December 31, 2023 at Dec. 31, 2023 | $ 229 | $ 24,730 | $ (20,712) | $ 784 | $ 5,031 | |
Shares, Outstanding, Ending Balance at Dec. 31, 2023 | 15,446,807 | 1,499,700 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from operating activities: | |||
Net income / (loss) | $ (3,268) | $ 5,770 | $ (4,827) |
Adjustments to reconcile net income to net cash provided by / (used in) operating activities: | |||
Depreciation of property, plant & equipment | 569 | 404 | 1,532 |
Amortization of intangible assets | 1 | 4 | 5 |
Write-off gain | (2,240) | ||
Interest and amortization of debt discount | 689 | 355 | 167 |
Inventory valuation allowance | 594 | 554 | 462 |
Income tax expense / (recovery) net of cash paid | 225 | (3,250) | 6 |
Other non cash expenses /(income) | |||
Expenses settled in equity | 153 | ||
Expenses accrued under noncurrent liabilities | 882 | ||
Unrealized and non cash foreign currency transactions | 112 | ||
Changes in operating assets and liabilities, net of effects of businesses acquired / divested | |||
Decrease (increase) in accounts receivables | (2,834) | 387 | (400) |
Decrease (increase) in inventories | 2,319 | (5,354) | (698) |
Decrease (increase) in other current assets and prepaids, net | 275 | (778) | 172 |
Decrease (increase) in deferred research & development tax credits, net | (1,026) | 154 | 464 |
Decrease (increase) in other noncurrent assets, net | (6) | 5 | 4 |
Increase (decrease) in accounts payable | 39 | (521) | 522 |
Increase (decrease) in deferred revenue, current | (150) | ||
Increase (decrease) in income tax payable | (45) | 44 | 3 |
Increase (decrease) in other current liabilities | (10) | (31) | (413) |
Increase (decrease) in defined benefit pension liability | 31 | (179) | (440) |
Increase (decrease) in interest owed to related parties | 35 | 164 | (54) |
Increase (decrease) in net balance owed to related parties, excluding debt and interest on debt | 1,347 | 1,836 | 281 |
Net cash provided by / (used in) operating activities | (3,040) | 446 | (3,364) |
Cash Flows from investing activities: | |||
Sale / (acquisition) of property, plant and equipment | (3,021) | (299) | (36) |
Net cash provided by / (used in) investing activities | (3,021) | (299) | (36) |
Cash Flows from financing activities: | |||
Proceeds from debt | 1,750 | 3,464 | |
Payments of debt issue costs | (680) | ||
Proceeds from convertible loan issuance | 9,600 | ||
Net cash provided by / (used in) financing activities | 8,920 | 1,750 | 3,464 |
Effect of exchange rate changes on cash and cash equivalents | (21) | 96 | 170 |
Cash and cash equivalents | |||
Net increase / (decrease) during the period | 2,838 | 1,993 | 234 |
Balance, beginning of period | 4,057 | 2,064 | 1,830 |
Cash and cash equivalents balance, end of period | 6,895 | 4,057 | 2,064 |
Supplemental cash flow information | |||
Cash paid for income tax | 4 | ||
Noncash conversion of convertible loans into common stock | 8,175 | ||
Recapitalization by WISeKey International Holding Ltd | 0 | 7,348 | 0 |
ROU assets obtained from operating lease | $ 65 | $ 56 | $ 33 |
The SEALSQ Group
The SEALSQ Group | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 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 4.1 9.8 We note that, historically, the Group has been dependent on financing from its parent, WISeKey International Holding Ltd or other investors, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Note 3. Basis of presentation The consolidated financial statements are prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (“ US GAAP USD Reverse Recapitalization 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, and its affiliates. Before this acquisition, both companies were wholly owned by WISeKey International Holding Ltd (“ WISeKey In line with ASC 805-50 in relation to transactions under common control, comparative information in SEALSQ’s consolidated financial statements assume the transaction occurred on the date when SEALSQ was formed on April 1, 2022. The assets and liabilities of the accounting acquiree, SEALSQ Corp, have been consolidated from April 1, 2022. The transaction being under common control, the assets and liabilities of SEALSQ were initially measured at their carrying amounts in the accounts of WISeKey, in line with ASC 805-50-30-3. No goodwill arose as a result of the transaction. The consolidated statement of comprehensive losses includes the results of SEALSQ Corp from April 1, 2022. The newly formed company was then listed on the Nasdaq stock exchange 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 | 12 Months Ended |
Dec. 31, 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 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 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 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. Our most critical accounting estimates include: - Inventory Valuation (see Note 10) - Recoverability of deferred tax assets (see Note 30) - Revenue recognition (see Note 25) - Bonds, mortgages and other long-term debt (see Note 19) - Convertible note payable, noncurrent (see Note 19) - Indebtedness to related parties (see Note 20) Fair Value of Financial Instruments The Group’s financial instruments are primarily composed of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, other liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability, also referred to as the “exit price,” in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, as described in Note 6, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable and contract assets, accounts payable and other current liabilities approximate their fair values, and management also believes that the carrying values of notes and other receivables and outstanding balances on the Group’s credit and term loan facilities approximate their fair values, based on their specific asset and/or liability characteristics, including having terms consistent with current market conditions. The fair value of convertible note payable is calculated based on the present value of the future cash flows as of the reporting date. 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 Credit losses 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 an inventory valuation allowance based on an analysis of physical deterioration, 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 year 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, Stock-Based Compensation Stock-based compensation costs are recognized in earnings using the fair-value based method for all awards granted. Fair values of options and awards granted are estimated using a Black-Scholes option pricing model. The model’s input assumptions are determined based on available internal and external data sources. The risk-free rate used in the model is based on the Swiss treasury rate for the expected contractual term. Expected volatility is based on historical volatility of SEALSQ Shares. Compensation costs for unvested stock options and awards are recognized in earnings over the requisite service period based on the fair value of those options and awards at the grant date. Nonemployee share-based payment transactions are measured by estimating the fair value of the equity instruments that an entity is obligated to issue and the measurement date will be consistent with the measurement date for employee share-based payment awards (i.e., grant date for equity-classified awards). Litigation and Contingencies Should legal proceedings and tax matters arise, due to their nature, such legal proceedings and tax matters involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. Management assesses the probability of loss for such contingencies and accrues liability and/or discloses the relevant circumstances, as appropriate. Income Taxes Taxes on income are accrued in the same period as the income 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. Government Assistance - 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 credit is therefore considered to be a refundable R&D tax credit which is s not within the scope of the income tax standard (ASC 740). It is included in current assets under government assistance in the balance sheet in line with ASC 832. 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 shares and F shares (collectively, the “ common stock 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 in Note 31 . Comprehensive Income / (Loss) Comprehensive income includes net income and other comprehensive income ("OCI"). Other comprehensive income consists of revenues, expenses, gains, and losses to be included in comprehensive income but excluded from net income as listed in ASC 220-10-45-10A. In line with ASC 220 (Income Statement - Reporting Comprehensive Income), we have elected to report comprehensive income in a single continuous financial statement with two sections: net income and other comprehensive income. We present each of the components of other comprehensive income separately, based on their nature, in the statement of comprehensive income. 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. The group also adopted Accounting Standards Update (ASU) 2022-02, Financial instruments – Credit Losses (Topic 326) Troubled Debt Restructuring and Vintage Disclosures. ASU 2022-02 eliminates troubled debt restructuring guidance for organizations that adopted the amendments in ASU 2016-13 while providing for additional disclosures for loan modifications. It eliminates guidance for troubled debt restructuring by creditors. In addition to the elimination of TDR guidance, an entity that has adopted ASU 2022-02 no longer considers renewals, modifications, and extensions that result from reasonably expected TDRs in their calculation of the allowance for credit losses in accordance with ASC 326-20. Additionally, ASU 2022-02 enhances disclosure requirements for certain loan modifications by creditors for borrowers experiencing financial difficulty. ASU 2022-02 also amends the vintage disclosure guidance for public business entities. 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 to elect to account for a common control leasing arrangement using the written terms and conditions without having to determine if those terms and conditions are legally enforceable. If the terms of the arrangement are not in writing, then the entity would apply existing guidance to determine the legally enforceable terms and conditions of the arrangement. The amendments also require leasehold improvements associated with leases between entities under common control to be amortized over the useful life of the improvements until the lessee ceases to control the use of the underlying asset through a lease, at which time the remaining value of the leasehold improvement would be accounted for as a transfer between entities under common control. 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 October 2023, the FASB issued ASU No 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). Summary: Effective Date: ASU 2023-06 effective date for entities subject to SEC disclosure requirements will be the same as the SEC’s effective date to remove the related disclosure from Regulation S-X and Regulation S-K. Each amendment will be effective for all other entities two years later. Entities must adopt all amendments prospectively, and early adoption is prohibited. If by June 30, 2027, the SEC has not removed the existing disclosure requirement from Regulations S-X or S-K, the corresponding disclosure pending requirement will be removed from the Codification and will not become effective. 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 November 2023, the FASB issued ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances current segment disclosures and requires additional disclosures of significant segment expenses. Summary: The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. Effective Date: ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Summary: The intent of this standard is to enhance the decision usefulness of income tax disclosures. The standard applies to all entities subject to ASC Topic 740, Income Taxes. In addition, entities will be required to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes. They will also disclose the amount of income taxes paid (net of refunds) disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. The standard also outlines additional disclosure requirements for all entities and specific updates for public business entities. Effective Date: ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. 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 | 12 Months Ended |
Dec. 31, 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 12 months to December 31, 2023, 2022 or 2021, and the clients whose trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance as at December 31, 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 concentration Receivables concentration Revenue 12 months ended December 31, As at December 31, Receivables 2023 2022 2021 2023 2022 Multinational electronics contract manufacturing company 15 16 13 15 34 Multinational telecommunication & hardware manufacturing company 4 5 5 12 7 International digital security company 12 10 0 0 6 International software services provider 8 6 5 14 4 International computer and hardware manufacturer 5 3 2 12 2 International equipment and software manufacturer 6 6 10 19 12 |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 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. As at December 31, 2023 As at December 31, 2022 Fair value level USD'000 Level 3 Carrying amount Fair value Carrying amount Fair value Note ref. Nonrecurring fair value measurements Accounts receivable Accounts Receivable 5,053 5,053 2,219 2,219 3 9 Accounts payable Accounts Payable 6,963 6,963 6,735 6,735 3 17 Indebtedness to related parties, current Indebtedness to Related Parties, Current 1,278 1,278 3,374 3,374 3 20 Bonds, mortgages and other long-term debt 1,654 1,654 1,489 1,489 3 19 Convertible note payable, noncurrent Convertible Note Payable, Noncurrent 1,519 1,846 - - 3 19 Indebtedness to related parties, noncurrent 9,695 9,695 7,946 7,946 3 20 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. - Convertible note payable, noncurrent – fair value is calculated based on the present value of the future cash flows as of the reporting date. - Indebtedness to related parties, noncurrent - carrying amount approximated fair value. |
Business combination
Business combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business combination | Note 7. Business combination Reverse Recapitalization 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, and its affiliates. Before this acquisition, both companies were wholly owned by WISeKey therefore the combination of SEALSQ and WISeKey Semiconductors SAS is a transaction under common control in line with ASC 805-50. The combination was accounted for as a reverse acquisition in line with ASC 805-40 (Reverse Acquisitions). This transaction being a capital transaction in substance, it qualifies as a reverse acquisition that is considered a recapitalization under common control 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 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 805-50 in relation to transactions under common control, comparative information in SEALSQ’s consolidated financial statements assume the transaction occurred on the date when SEALSQ was formed on April 1, 2022. The assets and liabilities of the accounting acquiree, SEALSQ Corp, have been consolidated from April 1, 2022. The transaction being under common control, the assets and liabilities of SEALSQ were initially measured at their carrying amounts in the accounts of WISeKey, in line with ASC 805-50-30-3. No goodwill arose as a result of the transaction. The consolidated statement of comprehensive income / (loss) includes the results of SEALSQ Corp from April 1, 2022. 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 SEALSQ Corp 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 recapitalization resulted in a net debit adjustment to total stock equity of USD 188,027 |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 December 31, As at December 31, USD'000 2023 2022 Trade accounts receivable 5,103 2,269 Allowance for credit losses (50) (50) Total accounts receivable, net of allowance for credit losses 5,053 2,219 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 10. Inventories Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at December 31, As at December 31, USD'000 2023 2022 Raw materials 1,025 4,523 Work in progress 4,206 2,987 Total inventories 5,231 7,510 In the years ended December 31, 2023, 2022 and 2021, the Group recorded an inventory valuation allowance in the income statement in an amount of respectively USD 220,289 204,211 57,302 373,469 349,623 404,509 Raw Materials Work in Progress The Semiconductors Group |
Other current assets
Other current assets | 12 Months Ended |
Dec. 31, 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 December 31, As at December 31, USD'000 2023 2022 Value-Added Tax receivable 415 224 Advanced payment to suppliers 346 1,025 Deposits, current 4 3 Total other current assets 765 1,252 |
Government assistance
Government assistance | 12 Months Ended |
Dec. 31, 2023 | |
Government Assistance [Abstract] | |
Government assistance | Note 12. Government assistance WISeKey Semiconductors SAS is eligible for research tax credits provided by the French government (see Note 4 Summary of significant accounting policies). As at December 31, 2023 and December 31, 2022, the receivable balances in respect of these research tax credits owed to the Group were respectively USD 1,718,248 692,314 1,052,514 665,734 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 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 December 31, As at December 31, USD'000 2023 2022 Machinery & equipment Machinery & Equipment 13,275 10,410 Office equipment and furniture Office Equipment and Furniture 2,321 2,320 Computer equipment and licences Computer Equipment and Licenses 710 558 Total property, plant and equipment, gross 16,306 13,288 Accumulated depreciation for: Machinery & equipment (10,241) (9,985) Office equipment and furniture (2,279) (2,028) Computer equipment and licences (556) (493) Total accumulated depreciation (13,076) (12,506) Total property, plant and equipment, net 3,230 782 Depreciation charge for the year 569 404 In the years ended December 31, 2023 and 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 years ended December 31, 2023 and 2022. The useful economic life of property plant and equipment is as follows: · Office equipment and furniture: 2 5 · Production masks 5 · Production tools 3 · Licenses 3 · Software 1 Software Production Tools |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Note 14. Intangible assets Intangible assets consisted of the following: Intangible Assets - Schedule of Finite-Lived Intangible Assets As at December 31, As at December 31, USD'000 2023 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 — 1 Total intangible assets, net — 1 Amortization charge for the year 1 4 The useful economic life of intangible assets is as follows: · Patents: 5 10 · License agreements: 1 3 · Other intangibles: 5 |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 December 31, 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 years 2023, 2022 and 2021 we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2023 2022 2021 Operating lease cost: Fixed rent expense 329 332 378 Short-term lease cost — — 3 Net lease cost 329 332 381 Lease cost - Cost of sales Cost of Sales — — — Lease cost - General & administrative expenses General & Administrative Expenses 329 332 381 Net lease cost 329 332 381 In the years 2023 and 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 December 31, As at December 31, As at December 31, USD'000 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 314 328 380 Non-cash investing and financing activities: Net lease cost 329 332 381 Additions to ROU assets obtained from: New operating lease liabilities 66 56 33 The following table provides the details of right-of-use assets and lease liabilities as of December 31, 2023: Leases - Schedule of Right-Of-Use Assets and Lease Liabilities As at December 31, 2023 USD'000 Right-of-use assets: Operating leases 1,278 Total right-of-use assets 1,278 Lease liabilities: Operating leases 1,229 Total lease liabilities 1,229 As at December 31, 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 Year (USD’000) Operating Short-term Finance Total 2024 336 — — 336 2025 311 — — 311 2026 307 — — 307 2027 307 — — 307 2028 and beyond 168 — — 168 Total future minimum operating and short-term lease payments 1,429 — — 1,429 Less effects of discounting (200) — — (200) Lease liabilities recognized 1,229 — — 1,229 As of December 31, 2023 the weighted-average remaining lease term was 4.49 . 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 December 31, 2022 was 3.02 5.45 |
Other noncurrent assets
Other noncurrent assets | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 December 31, As at December 31, USD'000 2023 2022 Trade creditors 3,299 5,001 Accounts payable to shareholders 1,378 — Accounts payable to underwriters, promoters, and employees 1,150 1,071 Other accounts payable 1,136 663 Total accounts payable 6,963 6,735 Accounts payable to shareholders consist of short-term payables due to WISeKey International Holding Ltd in relation to interest on outstanding loans and the recharge of management services (see Notes 19 and 34). 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 as well as accruals in relation to non-trade creditors such as various professional fees. |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 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 December 31, As at December 31, USD'000 2023 2022 Other tax payable 13 28 Customer contract liability, current 125 84 Other current liabilities — 36 Total other current liabilities 138 148 |
Bonds, mortgages and other long
Bonds, mortgages and other long-term debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Bonds, mortgages and other long-term debt | Note 19. 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 SEALSQ has not repaid any amount as at December 31, 2022, and no debt discount charge was recorded to the income statement in 2022. As at December 31, 2022, the loan balance was USD 2 511,128 1,488,872 As of December 31, 2023, SEALSQ has not repaid any amount. The Group recorded a debt discount amortization expense of USD 164,924 2 346,204 1,653,796 Private Placement Share Purchase Agreement with L1 Capital Global Opportunities Master Fund On July 11, 2023, the Group entered into a Securities Purchase Agreement (the “ L1 Facility L1 10 divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into ordinary shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) USD 30 per ordinary share and (ii) 92% of the lowest daily volume weighted average price VWAP Due to L1’s option to convert the loan in part or in full at any time before maturity, the L1 Facility was assessed as a share-settled debt instrument with an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that L1 will predominantly receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the L1 Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception. Additionally, per the terms of the L1 Facility, upon each tranche closing under the L1 Facility, SEALSQ will grant L1 the option to acquire ordinary shares of SEALSQ at an initial exercise price of USD 30, which may reset at 120% of the closing VWAP on the six-month anniversary of the tranche closing date. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the ordinary shares of SEALSQ on the trading day immediately preceding the tranche closing date. Each warrant agreement has a 5-year exercise period starting on the relevant tranche closing date. In line with ASC 470-20-25-2, for each tranche closing, the proceeds from the convertible notes with a detachable warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model and the market price of the ordinary shares on the tranche closing date. The fair value of the debt is calculated using the discounted cash flow method. The first tranche of USD 5 5 First L1 Note convertible into SEALSQ’s ordinary shares, and (ii) 122,908 warrants on the ordinary shares of SEALSQ with a 5-year maturity First Tranche Warrant 8,000,000 114,832 250,000 200,000 The First Tranche Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 632,976 11.42 4,987,363 563,112 APIC 323,744 41,088 1,086,856 During the year ended December 31, 2023, L1 converted a total of USD 4 3,940,630 210,290 705,572 As at December 31, 2023, the outstanding L1 Facility available was USD 5 the unconverted balance on the First L1 Note was USD 1 million and the unamortized debt discount balance was USD 170,994, hence a carrying value of USD 829,006 Share Purchase Agreement with Anson Investments Master Fund On July 11, 2023, the Group entered into a Securities Purchase Agreement (the “ Anson Facility Anson 10 divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into ordinary shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) USD 30 per ordinary share and (ii) 92% of the lowest daily volume weighted average price VWAP Due to Anson’s option to convert the loan in part or in full at any time before maturity, the Anson Facility was assessed as a share-settled debt instrument with an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that Anson will predominantly receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Anson Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception. Additionally, per the terms of the Anson Facility, upon each tranche closing under the Anson Facility, SEALSQ will grant Anson the option to acquire ordinary shares of SEALSQ at an initial exercise price of USD 30, which may reset at 120% of the closing VWAP on the six-month anniversary of the tranche closing date. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the ordinary shares of SEALSQ on the trading day immediately preceding the tranche closing date. Each warrant agreement has a 5-year exercise period starting on the relevant tranche closing date. In line with ASC 470-20-25-2, for each tranche closing, the proceeds from the convertible notes with a detachable warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model and the market price of the ordinary shares on the tranche closing date. The fair value of the debt is calculated using the discounted cash flow method. The first tranche of USD 5 5 First Anson Note convertible into SEALSQ’s ordinary shares, and (ii) 122,908 warrants on the ordinary shares of SEALSQ with a 5-year maturity First Tranche Warrant 8,000,000 64,832 250,000 200,000 The First Tranche Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 632,976 11.42 4,987,363 563,112 APIC 279,375 35,457 1,042,487 During the year ended December 31, 2023, Anson converted a total of USD 4,175,000 3,996,493 198,984 708,062 Additionally, on July 10, 2023, the Group issued 8,184 4,004,677 As at December 31, 2023, the outstanding Anson Facility available was USD 5 the unconverted balance on the First Anson Note was USD 825,000 and the unamortized debt discount balance was USD 135,441, hence a carrying value of USD 689,559 |
Indebtedness to related parties
Indebtedness to related parties | 12 Months Ended |
Dec. 31, 2023 | |
Indebtedness To Related Parties | |
Indebtedness to related parties | Note 20. Indebtedness to related parties 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 2 2,191,282 3 3,311,700 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 12.3 244,091 35,340 208,751 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 December 31, 2023, the Group owed WISeKey and WISeKey’s affiliates noncurrent debts in an aggregate amount of USD 9,695,576 1,407,497 129,691 1,277,806 . 114,400 As at December 31, 2023, the Group also held an accounts payable balance of USD 1,377,871 |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Note 21. Employee benefit plans Defined benefit post-retirement plan As of December 31, 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. Personnel Costs As at December 31, As at December 31, As at December 31, USD'000 2023 2022 2021 Wages and Salaries 6,214 4,286 4,345 Social security contributions 2,319 1,940 2,049 Net service costs 38 42 68 Total 8,571 6,268 6,462 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, which means that there are no plan assets. The pension liability calculated as at December 31, 2023, is based on annual personnel costs and assumptions as of December 31, 2023. As at December 31, As at December 31, As at December 31, Assumptions 2023 2022 2021 France France France Discount rate 3.05 3.65 0.75 Expected rate of return on plan assets n/a n/a n/a Salary increases 3 3 3 As at December 31, 2023 and 2022, the Group’s accumulated benefit obligation amounted to, respectively, USD 426,345 395,786 Reconciliation to Balance Sheet start of year USD'000 Fiscal year 2023 2022 2021 Projected benefit obligation 396 575 1,015 Surplus / deficit 396 575 1,015 Opening balance sheet asset / provision (funded status) 396 575 1,015 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 396 575 1,015 Net service cost 38 43 71 Interest expense 14 4 3 Net benefits paid to participants (22) (24) (116) Actuarial losses / (gains) (11) (170) (141) Curtailment & settlement 0 0 (187) Currency translation adjustment 11 (32) (70) Projected benefit obligation at end of year 426 396 575 Reconciliation to balance sheet end of year Defined benefit obligation - funded plans 426 396 575 Surplus / deficit 426 396 575 Closing balance sheet asset / provision (funded status) 426 396 575 Amounts recognized in accumulated other comprehensive income / (loss) Net loss / (gain) (385) (364) (205) Deficit (385) (364) (205) Estimated amount to be amortized from accumulated other comprehensive income / (loss) into NPBC over next fiscal year Net loss / (gain) 47 52 51 Movement in Funded Status USD'000 Fiscal year 2023 2022 2021 Opening balance sheet liability (funded status) 396 575 1,015 Net service cost 38 43 71 Interest cost / (credit) 14 4 3 Settlement / curtailment cost / (credit) — — (194) Currency translation adjustment — — (1) Total net periodic benefit cost / (credit) 52 47 (121) Actuarial (gain) / loss on liabilities due to experience (11) (170) (142) Total (gain) / loss recognized via OCI (11) (170) (142) Employer contributions paid in the year + Cashflow required to pay benefit payments (22) (24) (116) Total cashflow (22) (24) (116) Currency translation adjustment 11 (32) (61) Closing balance sheet liability (funded status) 426 396 575 Reconciliation of Net gain / loss Amount at beginning of year (364) (205) (68) Liability (gain) / loss (11) (170) (142) Currency translation adjustment (10) 11 5 Amount at December 31, (385) (364) (205) The table below shows the breakdown of expected future contributions payable to the Plan: Employee Benefit Plans - Schedule of Future Contributions Payable Period France 2024 38 2025 — 2026 53 2027 52 2028 42 2029 to 2033 347 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 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 consolidated financial statements. |
Stockholders_ equity
Stockholders’ equity | 12 Months Ended |
Dec. 31, 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 December 31, 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) 154,468 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 15,446,807 1,499,700 7,501,400 1,499,700 Total number of fully paid-in outstanding shares 15,446,807 1,499,700 7,501,400 1,499,700 Total share capital (in USD) 229,453 149,999 On May 23, 2023, the ordinary shares of the SEALSQ Group were listed on the Nasdaq Stock Exchange. |
Accumulated other comprehensive
Accumulated other comprehensive income, net of tax | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Accumulated other comprehensive income, net of tax | Note 24. Accumulated other comprehensive income, net of tax USD'000 Accumulated other comprehensive income as at December 31, 2021 621 Total net foreign currency translation adjustments (1) (16) Total defined benefit pension adjustment 170 Total other comprehensive income / (loss), net 154 Accumulated other comprehensive income as at December 31, 2022 775 Total net foreign currency translation adjustments (2) Total defined benefit pension adjustment 11 Total other comprehensive income / (loss), net 9 Accumulated other comprehensive income as at December 31, 2023 784 (1) Adjusted for rounding There is no income tax expense or benefit allocated to other comprehensive income. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 25. Revenue Nature of goods and services The Group generates revenues from the sale of semiconductors secure chips and from Digital Certificates, Software as a Service, Software license and Post-Contract Customer Support (PCS) for cybersecurity applications. Products and services are sold principally separately but may also be sold in bundled packages. For bundled packages, the Group accounts for individual products and services separately if they are distinct – i.e. if a product or service is separately identified from other items in the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available or estimated based on the Adjusted Market Assessment approach (e.g. licenses), or the Expected Cost-Plus Margin approach (e.g., PCS). The following is a description of the principal activities from which the Group generates its revenue across all reportable segments. Product and services Nature, timing of satisfaction of performance obligations and significant payment terms Semiconductors secure chips Although they may be sold in connection with other services of the Group, they always represent distinct performance obligations. 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. SaaS The Group’s SaaS arrangements cover the provision of cloud-based certificates for authentication purposes such as Device Attestation Certificates (DACs) for MATTER Protocol, IoT Device to Cloud Authentication, or Device-to-Device Authentication. The Group recognizes revenue on a straight-line basis over the service period which is usually yearly renewable. Where lifelong certificates are issued, the Group recognizes revenue when the certificate is delivered and usable by the customer. Customers usually pay ahead of the service period; the paid amounts which have not yet been recognized as revenue are shown as deferred revenue on the balance sheet. Software and INeS Certificate Management Platform The Group provides software for certificates life-cycle management and signing and authentication solutions through its INeS Certificate Management Platform. The Group recognizes revenue when the software has been delivered or the platform has been set up, and PCS revenue over the service period which is usually one-year renewable. Customers pay upon delivery of the software or over the PCS. Implementation, integration and other services The Group provides services to implement and integrate multi-element cybersecurity solutions. Most of the time the solution elements are off-the-shelve non-customized components which represent distinct performance obligations. Implementation and integration services are payable when rendered, while other revenue elements are payable and recognized as per their specific description in this section. Disaggregation of revenue The following table shows the Group’s revenues disaggregated by product or service type: Revenue - Schedule of Disaggregation of Revenue Disaggregation of revenue Typical payment At one point in time Total USD'000 At One Point in Time 2023 2022 2021 2023 2022 2021 Secure Microcontrollers Segment Secure chips Upon delivery 20,927 18,336 14,850 20,927 18,336 14,850 Total Secure Microcontrollers Segment 20,927 18,336 14,850 20,927 18,336 14,850 All Other Segment Secure chips Upon delivery 9,117 4,862 2,145 9,117 4,862 2,145 Certificates Upon issuance 14 — — 14 — — Total All Other Segment 9,131 4,862 2,145 9,131 4,862 2,145 Total Revenue 30,058 23,198 16,995 30,058 23,198 16,995 For the years ended December 31, 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 Net sales by region 12 months ended December 31, USD'000 2023 2022 2021 Secure Microcontrollers Segment Europe, Middle East and Africa Europe, Middle East and Africa 3,548 2,922 2,981 North America North America 15,962 13,408 10,234 Asia Pacific Asia Pacific 1,341 1,939 1,588 Latin America Latin America 76 67 47 Total Secure Microcontrollers segment revenue 20,927 18,336 14,850 All Other Segment Europe, Middle East and Africa 6,437 3,855 1,274 North America 569 201 397 Asia Pacific 2,125 806 474 Total All Other segment revenue 9,131 4,862 2,145 Total net sales 30,058 23,198 16,995 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 December 31, As at December 31, USD'000 2023 2022 Trade accounts receivable Trade accounts receivable - Secure Microcontrollers Segment Secure Microcontrollers Segment 3,553 1,794 Trade accounts receivable - All Other Segment All Other Segment 1,550 475 Total trade accounts receivable 5,103 2,269 Customer contract liabilities - current 125 84 Total customer contract liabilities 125 84 Increases or decreases in trade accounts receivable, contract assets, deferred revenue and contract liabilities are primarily due to normal timing differences between our performance and customer payments. Remaining performance obligations As at December 31, 2023, the Group did not have any remaining performance obligations. |
Other operating income
Other operating income | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other operating income | Note 26. Other operating income The other operating income relates to: - a liability written off after expiry of the statute of limitation (USD 8,420 - the reversal of the amount left under a provision for tax risks in relation to fiscal year 2016 (USD 39,902 |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Stock-based compensation | Note 27. Stock-based compensation Employee stock option plans The F Share Option Plan (“ FSOP ESOP Grants In the 12 months to December 31, 2023, the Group granted a total of 77 The options granted consisted of: - 77 options with immediate vesting granted to employees, none of which had been exercised as of December 31, 2023. The options granted were valued at grant date using the Black-Scholes model. There was no grant of options on ordinary shares under the ESOP in the year ended December 31, 2023. Stock option charge to the income statement The Group calculates the fair value of options granted by applying the Black-Scholes option pricing model. Expected volatility is based on the other companies (in the same industry and of the similar size) share price volatility. In the year ended December 31, 2023, a total charge of USD 492 The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted: Stock-Based Compensation - Schedule of Share Based Payment Award, Stock Options, Valuation Assumptions Assumption As of December 31, 2023 As of December 31, 2022 As of December 31, 2021 Dividend yield None None None Risk-free interest rate used (average) 1.00 n/a n/a Expected market price volatility 73.19 n/a n/a Average remaining expected life of stock options on F shares (years) 6.19 n/a n/a Unvested options to employees as at December 31, 2023 were recognized prorata temporis over the service period (grant date to vesting date). The following table illustrates the development of the Group’s non-vested options for the years ended December 31, 2023 and 2022. Stock-Based Compensation - Schedule of Share Based Compensation Stock Options Activity Non-vested options on F shares Number of F shares under options Weighted-average grant date fair value (USD) Non-vested options as at December 31, 2021 — — Granted — — Vested — — Non-vested forfeited or cancelled — — Non-vested options as at December 31, 2022 — — Granted 77 6.39 Vested 77 6.39 Non-vested forfeited or cancelled — — Non-vested options as at December 31, 2023 — — The following tables summarize the Group’s stock option activity for the years ended December 31, 2023 and 2022. Options on F shares F shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2021 — 0.00 0.00 — Of which vested — 0.00 0.00 — Granted — — — — Outstanding as at December 31, 2022 — 0.00 0.00 — Of which vested — 0.00 0.00 — Granted — — — — Outstanding as at December 31, 2023 77 0.05 6.19 19 Of which vested 77 0.05 6.19 19 Summary of stock-based compensation expenses Stock-Based Compensation - Schedule of Compensation Expense Stock-based compensation expenses 12 months ended December 31, USD 2023 2022 2021 In relation to F share Option Plan (FSOP) 492 — — In relation to non-FSOP option agreements — — — Total 492 — — Stock-based compensation expenses are recorded under the following expense categories in the income statement. Stock-based compensation expenses 12 months ended December 31, USD 2023 2022 2021 Research & development expenses — — — Selling & marketing expenses — — — General & administrative expenses 492 — — Total 492 — — |
Non-operating income
Non-operating income | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Non-operating income | Note 28. Non-operating income Non-operating income consisted of the following: Non-Operating Income - Schedule of Non-Operating Income 12 months ended December 31, USD'000 2023 2022 2021 Foreign exchange gain 163 926 482 Financial income — 9 — Interest income 88 — — Write-off of indebtedness to related parties 2,191 — — Other — — 1 Total non-operating income 2,442 935 483 |
Non-operating expenses
Non-operating expenses | 12 Months Ended |
Dec. 31, 2023 | |
Non-operating Expenses | |
Non-operating expenses | Note 29. Non-operating expenses Non-operating expenses consisted of the following: Non-Operating Expenses - Schedule of Non-Operating Expenses 12 months ended December 31, USD'000 2023 2022 2021 Foreign exchange losses 339 383 - Financial charges 4 1 1 Interest expense 298 250 - Other 14 4 95 Total non-operating expenses 655 638 96 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 30. Income taxes SEALSQ Corp is incorporated in the British Virgin Islands but is a Swiss tax resident, filing taxes in the canton of Geneva. The components of income before income taxes are as follows: Income Taxes - Schedule of Components of Income before Income Taxes Income / (Loss) 12 months ended December 31, USD'000 2023 2022 2021 Switzerland Switzerland (6,525) — — Foreign Foreign 3,481 2,525 (4,821) Income / (loss) before income tax (3,043) 2,525 (4,821) The components of income taxes relating to the Group are as follows: Income Taxes - Schedule of Income Tax Expense Income taxes 12 months ended December 31, USD'000 2023 2022 2021 Switzerland — — — Foreign 225 (3,245) 6 Income tax expense / (income) 225 (3,245) 6 The difference between the income tax recovery / (expense) at the local statutory rate compared to the Group’s income tax recovery / (expense) as reported is reconciled below: Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate 12 months ended December 31, USD'000 2023 2022 2021 Net income / (loss) before income tax (3,043) 2,525 (4,821) Statutory tax rate 14% 25% 26.5% Expected income tax (expense)/recovery 426 (631) 1,278 Change in tax loss carryforwards 869 (41) (382) Change in loss carryforwards in relation to the debt remission (514) 1,342 — Change in valuation allowance (600) 2,185 660 Foreign tax effects (75) (95) (110) Nontaxable or nondeductible items (22) 157 (1,709) Other (309) 328 257 Income tax (expense) / recovery (225) 3,245 (6) The Group assesses the recoverability of its deferred tax assets and, to the extent recoverability does not satisfy the “more likely than not” recognition criterion under ASC 740, records a valuation allowance against its deferred tax assets. The Group considered its recent operating results and anticipated future taxable income in assessing the need for its valuation allowance. In the years up until and including 2021, the Group recorded a valuation allowance for the full amount of its deferred tax assets. However, in view of the Group’s income before income tax in the year ended December 31, 2022, and of the anticipated future taxable income per management’s forecast, the Group assessed that the recoverability of its deferred tax assets partially satisfied the “more likely than not” recognition criterion under ASC 740 as at December 31, 2022 and, therefore, partially reversed the valuation allowance previously recorded . As at December 31, 2023, the Group assessed that the recoverability of its deferred tax assets still partially satisfied the “more likely than not” recognition criteria under ASC 740, which is reflected in the tables below. The Group’s deferred tax assets and liabilities consist of the following: Income Taxes - Schedule of Deferred Tax Assets and Liabilities Deferred income tax assets/(liabilities) As at December 31, As at December 31, USD'000 2023 2022 Switzerland — — Foreign 3,077 3,296 Deferred income tax assets / (liabilities) 3,077 3,296 Deferred tax assets and liabilities As at December 31, As at December 31, USD'000 2023 2022 Defined benefit accrual (3) (29) Tax loss carryforwards 4,468 3,599 Add back loss carryforwards used for the debt remission 828 1,342 Valuation allowance (2,216) (1,616) Deferred tax assets / (liabilities) 3,077 3,296 As of December 31, 2023, the Group’s operating cumulated loss carry-forwards of all jurisdictions are as follows: Income Taxes - Schedule of Operating Loss Carryforward Operating loss-carryforward as of December 31, 2023 Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction USD'000 Switzerland Switzerland France Total 2024 — — — 2025 — — — 2026 — — — 2027 — — — 2028 — — — 2029 188 — 188 2030 7,189 — 7,189 No expiration — 13,827 13,827 Totals 7,377 13,827 21,204 In France, operating losses may be carried forward indefinitely, but may be offset against the taxable profits of a given fiscal year only up to an amount of €1 million, plus 50% of the taxable result in excess of that threshold. The following tax years remain subject to examination: Income Taxes - Summary of Income Tax Examinations Significant jurisdictions Open years Switzerland 2023 France 2021 - 2023 Japan Japan 2023 Taiwan Taiwan 2023 As at December 31, 2020, the Group had a tax provision of USD 118,294 47,368 . As at December 31, 2022, the Group had decrease its tax provision to USD 39,901 As at December 31, 2023 the group has fully reversed the tax provision outstanding as at December 31, 2022 and has not recorded any new tax provision. The Group has no unrecognized tax benefits. |
Segment reporting
Segment reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment reporting | Note 31. 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. 12 months ended December 31, 2023 2022 2021 USD'000 Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Revenues from external customers 20,927 9,131 30,058 18,336 4,862 23,198 14,850 2,145 16,995 Intersegment revenues — 513 513 — 368 368 — 415 415 Interest revenue 61 27 88 7 2 9 — — — Interest expense 209 91 298 200 53 254 150 22 171 Depreciation and amortization 398 173 571 319 85 404 1,339 193 1,532 Segment income /(loss) before income taxes 395 (3,414) (3,019) 526 2,017 2,543 (2,235) (2,566) (4,801) Profit / (loss) from intersegment sales — 24 24 — 18 18 — 20 20 Income tax recovery / (expense) (156) (68) (225) 2,565 680 3,245 — (6) (6) Segment assets 16,526 11,519 28,045 17,063 4,671 21,734 10,296 1,726 12,022 12 months ended December 31, 2023 2022 2021 USD'000 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 30,571 23,566 17,410 Elimination of intersegment revenue Intersegment (513) (368) (415) Total consolidated revenue 30,058 23,198 16,995 Loss reconciliation Total profit / (loss) from reportable segments (3,019) 2,543 (4,801) Elimination of intersegment profits (24) (18) (20) Income / (Loss) before income taxes (3,043) 2,525 (4,821) As at December 31, 2023 2022 USD'000 USD'000 Asset reconciliation Total assets from reportable segments Reportable Segments 28,045 21,734 Elimination of intersegment receivables Intersegment (110) (75) Consolidated total assets 27,935 21,659 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 12 months ended December 31, USD'000 2023 2022 2021 Europe, Middle East & Africa 9,985 6,777 4,255 North America 16,531 13,609 10,631 Asia Pacific 3,466 2,745 2,062 Latin America 76 67 47 Total net sales 30,058 23,198 16,995 Property, plant and equipment, net of depreciation, by region As at December 31, As at December 31, USD'000 2023 2022 Europe, Middle East & Africa 3,230 782 Total Property, plant and equipment, net of depreciation 3,230 782 |
Earnings _ (Loss) per share
Earnings / (Loss) per share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings per ordinary share (USD) | |
Earnings / (Loss) per share | Note 32. 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 12 months ended December 31, Earnings / (loss) per share 2023 2022 2021 Net income (USD'000) (3,268) 5,770 (4,827) Effect of potentially dilutive instruments on net gain (USD'000) n/a n/a n/a Net income / (loss) after effect of potentially dilutive instruments (USD'000) (3,268) 5,770 (4,827) Ordinary shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 7,799,766 6,610,293 6,610,293 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average shares outstanding - diluted 7,799,766 6,610,293 6,610,293 Net earnings / (loss) per share Basic weighted average loss per share (USD) (0.21) 0.41 (0.34) Diluted weighted average loss per share (USD) (0.21) 0.41 (0.34) F shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 1,499,700 1,499,700 1,499,700 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average shares outstanding - diluted 1,499,700 1,499,700 1,499,700 Net earnings / (loss) per F share Basic weighted average loss per share (USD) (1.07) 2.04 (1.71) Diluted weighted average loss per share (USD) (1.07) 2.04 (1.71) Shares 2023 2022 2021 Company Posted Net loss Net Gain Net loss Basic weighted average ordinary shares outstanding 7,799,766 6,610,293 6,610,293 Basic weighted average F shares outstanding 1,499,700 1,499,700 1,499,700 Dilutive effect of common stock equivalents n/a n/a n/a Dilutive weighted average common stock outstanding n/a n/a n/a Dilutive vehicles with anti-dilutive effect 2023 2022 2021 Ordinary shares Total stock options — — — Total convertible instruments 1,559,828 — — Total number of ordinary shares from dilutive vehicles with anti-dilutive effect 1,559,828 — — Dilutive vehicles with anti-dilutive effect 2023 2022 2021 F shares Total stock options 77 — — Total convertible instruments — — — Total number of F shares from dilutive vehicles with anti-dilutive effect 77 — — |
Legal proceedings
Legal proceedings | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal proceedings | Note 33. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related parties disclosure | Note 34. Related parties disclosure Subsidiaries As at December 31, 2023, the 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 2 010 EUR 1,473,162 100 100 Chip manufacturing, sales & distribution WISeKey IoT Japan KK Japan 2017 JPY 1,000,000 100 100 Sales & distribution WISeKey IoT Taiwan Taiwan 2017 TWD 100,000 100 100 Sales & distribution Related party transactions and balances Receivables as at Payables as at Net expenses to Net income from Related Parties December 31, December 31, December 31, December 31, in the year ended December 31, in the year ended December 31, (in USD'000) 2023 2022 2023 2022 2023 2022 2021 2023 2022 2021 1 WISeKey International Holding Ltd — — 7,100 7,122 5,283 796 526 — — — 2 Wisekey SA — — — — — — 94 — — 128 3 WISeKey USA Inc — — 981 154 827 558 883 — — — 4 WISeKey Semiconductors GmbH — — 881 773 180 105 401 — — — 5 WISeCoin AG — — 3,389 3,306 75 86 90 — — — Total — — 12,351 11,355 6,365 1,545 1,994 — — 128 1. The SEALSQ Group is controlled by WISeKey International Holding Ltd, 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 Ltd in 2023, 2022 and 2021 relate to interest on outstanding loans and the recharge of management services. 2. WISeKey SA is a subsidiary of the group headed by WISeKey International Holding Ltd (the “WISeKey Group 3. WISeKey USA Inc is part of the WISeKey group and employs sales staff who work for the SEALSQ Group. The expenses in relation to WISeKey USA Inc. relate to the recharge of employee costs. 4. 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 relate to the recharge of employee costs. 5. WISeCoin AG is part of the WISeKey Group. The expenses recorded relate to interest on an outstanding loan. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 35. Subsequent events Subsequent Event L1 Facility After December 31, 2023, L1 fully converted the remaining USD 1 963,326 On January 9, 2024, SEALSQ and L1 signed an Amendment to Securities Purchase Agreement (the “ L1 Amendment 5 5 The second tranche of USD 5 Second L1 Note After December 31, 2023, L1 converted USD 3.1 1,822,516 On March 1, 2024, SEALSQ and L1 signed a second Amendment to Securities Purchase Agreement (the “ Second L1 Amendment 5 to be issued and extending the SPA to include up to two additional tranches of funding with a maximum aggregate principal amount of notes of up to USD 5 million per tranche and having substantially similar terms as the third tranche notes as amended The third tranche of USD 5 Third L1 Note After December 31, 2023, L1 had not requested any conversion out of the Third L1 Note. Anson Facility After December 31, 2023, Anson fully converted the remaining USD 825,000 816,990 On January 9, 2024, SEALSQ and Anson signed an Amendment to Securities Purchase Agreement (the “ Anson Amendment 5 to be issued and extending the SPA to include a third tranche of funding with a maximum aggregate principal amount of notes of up to USD 5 million and having substantially similar terms as the second tranche notes as amended The second tranche of USD 5 Second Anson Note After December 31, 2023, Anson converted USD 3 1,882,674 On March 1, 2024, SEALSQ and Anson signed a second Amendment to Securities Purchase Agreement (the “ Second Anson Amendment 5 to be issued and extending the SPA to include up to two additional tranches of funding with a maximum aggregate principal amount of notes of up to USD 5 million per tranche and having substantially similar terms as the third tranche notes as amended The third tranche of USD 5 Third Anson Note After December 31, 2023, Anson had not requested any conversion out of the Third Anson Note. New Chief Financial Controller On January 22, 2024, John O’Hara was appointed Chief Financial Controller of the SEALSQ Group, and, on February 14, 2024, he was appointed to the Board of directors. |
Impacts of ongoing conflicts
Impacts of ongoing conflicts | 12 Months Ended |
Dec. 31, 2023 | |
Impacts Of Ongoing Conflicts | |
Impacts of ongoing conflicts | Note 36. Impacts of ongoing conflicts 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 December 31, 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. Impacts of the Israel–Hamas conflict Israel’s declaration of war on Hamas in October 2023 has degraded the geopolitical environment in the region and created uncertainty. The SEALSQ group does not have any operation or customer in that region, and, as such, does not foresee any direct impact of the war on its operations. However, depending on its duration and intensity, the war may adversely affect the global economy, financial markets and the Group’s supply chain in the future. As at December 31, 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) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal Year The Group’s fiscal year ends on December 31. |
Principles of Consolidation | Principles of Consolidation The 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 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 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. Our most critical accounting estimates include: - Inventory Valuation (see Note 10) - Recoverability of deferred tax assets (see Note 30) - Revenue recognition (see Note 25) - Bonds, mortgages and other long-term debt (see Note 19) - Convertible note payable, noncurrent (see Note 19) - Indebtedness to related parties (see Note 20) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Group’s financial instruments are primarily composed of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, other liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability, also referred to as the “exit price,” in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, as described in Note 6, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable and contract assets, accounts payable and other current liabilities approximate their fair values, and management also believes that the carrying values of notes and other receivables and outstanding balances on the Group’s credit and term loan facilities approximate their fair values, based on their specific asset and/or liability characteristics, including having terms consistent with current market conditions. The fair value of convertible note payable is calculated based on the present value of the future cash flows as of the reporting date. |
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 Credit losses | Allowance for Credit losses 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 an inventory valuation allowance based on an analysis of physical deterioration, 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 year 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, |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation costs are recognized in earnings using the fair-value based method for all awards granted. Fair values of options and awards granted are estimated using a Black-Scholes option pricing model. The model’s input assumptions are determined based on available internal and external data sources. The risk-free rate used in the model is based on the Swiss treasury rate for the expected contractual term. Expected volatility is based on historical volatility of SEALSQ Shares. Compensation costs for unvested stock options and awards are recognized in earnings over the requisite service period based on the fair value of those options and awards at the grant date. Nonemployee share-based payment transactions are measured by estimating the fair value of the equity instruments that an entity is obligated to issue and the measurement date will be consistent with the measurement date for employee share-based payment awards (i.e., grant date for equity-classified awards). |
Litigation and Contingencies | Litigation and Contingencies Should legal proceedings and tax matters arise, due to their nature, such legal proceedings and tax matters involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. Management assesses the probability of loss for such contingencies and accrues liability and/or discloses the relevant circumstances, as appropriate. |
Income Taxes | Income Taxes Taxes on income are accrued in the same period as the income 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. |
Government Assistance - Research Tax Credits | Government Assistance - 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 credit is therefore considered to be a refundable R&D tax credit which is s not within the scope of the income tax standard (ASC 740). It is included in current assets under government assistance in the balance sheet in line with ASC 832. |
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 shares and F shares (collectively, the “ common stock 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 in Note 31 . |
Comprehensive Income / (Loss) | Comprehensive Income / (Loss) Comprehensive income includes net income and other comprehensive income ("OCI"). Other comprehensive income consists of revenues, expenses, gains, and losses to be included in comprehensive income but excluded from net income as listed in ASC 220-10-45-10A. In line with ASC 220 (Income Statement - Reporting Comprehensive Income), we have elected to report comprehensive income in a single continuous financial statement with two sections: net income and other comprehensive income. We present each of the components of other comprehensive income separately, based on their nature, in the statement of comprehensive income. |
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. The group also adopted Accounting Standards Update (ASU) 2022-02, Financial instruments – Credit Losses (Topic 326) Troubled Debt Restructuring and Vintage Disclosures. ASU 2022-02 eliminates troubled debt restructuring guidance for organizations that adopted the amendments in ASU 2016-13 while providing for additional disclosures for loan modifications. It eliminates guidance for troubled debt restructuring by creditors. In addition to the elimination of TDR guidance, an entity that has adopted ASU 2022-02 no longer considers renewals, modifications, and extensions that result from reasonably expected TDRs in their calculation of the allowance for credit losses in accordance with ASC 326-20. Additionally, ASU 2022-02 enhances disclosure requirements for certain loan modifications by creditors for borrowers experiencing financial difficulty. ASU 2022-02 also amends the vintage disclosure guidance for public business entities. 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 to elect to account for a common control leasing arrangement using the written terms and conditions without having to determine if those terms and conditions are legally enforceable. If the terms of the arrangement are not in writing, then the entity would apply existing guidance to determine the legally enforceable terms and conditions of the arrangement. The amendments also require leasehold improvements associated with leases between entities under common control to be amortized over the useful life of the improvements until the lessee ceases to control the use of the underlying asset through a lease, at which time the remaining value of the leasehold improvement would be accounted for as a transfer between entities under common control. 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 October 2023, the FASB issued ASU No 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). Summary: Effective Date: ASU 2023-06 effective date for entities subject to SEC disclosure requirements will be the same as the SEC’s effective date to remove the related disclosure from Regulation S-X and Regulation S-K. Each amendment will be effective for all other entities two years later. Entities must adopt all amendments prospectively, and early adoption is prohibited. If by June 30, 2027, the SEC has not removed the existing disclosure requirement from Regulations S-X or S-K, the corresponding disclosure pending requirement will be removed from the Codification and will not become effective. 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 November 2023, the FASB issued ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances current segment disclosures and requires additional disclosures of significant segment expenses. Summary: The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. Effective Date: ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Summary: The intent of this standard is to enhance the decision usefulness of income tax disclosures. The standard applies to all entities subject to ASC Topic 740, Income Taxes. In addition, entities will be required to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes. They will also disclose the amount of income taxes paid (net of refunds) disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. The standard also outlines additional disclosure requirements for all entities and specific updates for public business entities. Effective Date: ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. 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) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor | Revenue concentration Receivables concentration Revenue 12 months ended December 31, As at December 31, Receivables 2023 2022 2021 2023 2022 Multinational electronics contract manufacturing company 15 16 13 15 34 Multinational telecommunication & hardware manufacturing company 4 5 5 12 7 International digital security company 12 10 0 0 6 International software services provider 8 6 5 14 4 International computer and hardware manufacturer 5 3 2 12 2 International equipment and software manufacturer 6 6 10 19 12 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis | As at December 31, 2023 As at December 31, 2022 Fair value level USD'000 Level 3 Carrying amount Fair value Carrying amount Fair value Note ref. Nonrecurring fair value measurements Accounts receivable Accounts Receivable 5,053 5,053 2,219 2,219 3 9 Accounts payable Accounts Payable 6,963 6,963 6,735 6,735 3 17 Indebtedness to related parties, current Indebtedness to Related Parties, Current 1,278 1,278 3,374 3,374 3 20 Bonds, mortgages and other long-term debt 1,654 1,654 1,489 1,489 3 19 Convertible note payable, noncurrent Convertible Note Payable, Noncurrent 1,519 1,846 - - 3 19 Indebtedness to related parties, noncurrent 9,695 9,695 7,946 7,946 3 20 |
Business combination (Tables)
Business combination (Tables) | 12 Months Ended |
Dec. 31, 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 SEALSQ Corp 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) | 12 Months Ended |
Dec. 31, 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 December 31, As at December 31, USD'000 2023 2022 Trade accounts receivable 5,103 2,269 Allowance for credit losses (50) (50) Total accounts receivable, net of allowance for credit losses 5,053 2,219 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories - Schedule of Inventories, Current | Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at December 31, As at December 31, USD'000 2023 2022 Raw materials 1,025 4,523 Work in progress 4,206 2,987 Total inventories 5,231 7,510 |
Other current assets (Tables)
Other current assets (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, As at December 31, USD'000 2023 2022 Value-Added Tax receivable 415 224 Advanced payment to suppliers 346 1,025 Deposits, current 4 3 Total other current assets 765 1,252 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, As at December 31, USD'000 2023 2022 Machinery & equipment Machinery & Equipment 13,275 10,410 Office equipment and furniture Office Equipment and Furniture 2,321 2,320 Computer equipment and licences Computer Equipment and Licenses 710 558 Total property, plant and equipment, gross 16,306 13,288 Accumulated depreciation for: Machinery & equipment (10,241) (9,985) Office equipment and furniture (2,279) (2,028) Computer equipment and licences (556) (493) Total accumulated depreciation (13,076) (12,506) Total property, plant and equipment, net 3,230 782 Depreciation charge for the year 569 404 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets - Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: Intangible Assets - Schedule of Finite-Lived Intangible Assets As at December 31, As at December 31, USD'000 2023 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 — 1 Total intangible assets, net — 1 Amortization charge for the year 1 4 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases - Schedule of Lease Costs | During the years 2023, 2022 and 2021 we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2023 2022 2021 Operating lease cost: Fixed rent expense 329 332 378 Short-term lease cost — — 3 Net lease cost 329 332 381 Lease cost - Cost of sales Cost of Sales — — — Lease cost - General & administrative expenses General & Administrative Expenses 329 332 381 Net lease cost 329 332 381 |
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases | In the years 2023 and 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 December 31, As at December 31, As at December 31, USD'000 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 314 328 380 Non-cash investing and financing activities: Net lease cost 329 332 381 Additions to ROU assets obtained from: New operating lease liabilities 66 56 33 |
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 December 31, 2023: Leases - Schedule of Right-Of-Use Assets and Lease Liabilities As at December 31, 2023 USD'000 Right-of-use assets: Operating leases 1,278 Total right-of-use assets 1,278 Lease liabilities: Operating leases 1,229 Total lease liabilities 1,229 |
Leases - Schedule of Future Minimum Lease Payments | As at December 31, 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 Year (USD’000) Operating Short-term Finance Total 2024 336 — — 336 2025 311 — — 311 2026 307 — — 307 2027 307 — — 307 2028 and beyond 168 — — 168 Total future minimum operating and short-term lease payments 1,429 — — 1,429 Less effects of discounting (200) — — (200) Lease liabilities recognized 1,229 — — 1,229 |
Accounts payable (Tables)
Accounts payable (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, As at December 31, USD'000 2023 2022 Trade creditors 3,299 5,001 Accounts payable to shareholders 1,378 — Accounts payable to underwriters, promoters, and employees 1,150 1,071 Other accounts payable 1,136 663 Total accounts payable 6,963 6,735 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, As at December 31, USD'000 2023 2022 Other tax payable 13 28 Customer contract liability, current 125 84 Other current liabilities — 36 Total other current liabilities 138 148 |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans - Schedule of Defined Benefit Plan Liabilities | Personnel Costs As at December 31, As at December 31, As at December 31, USD'000 2023 2022 2021 Wages and Salaries 6,214 4,286 4,345 Social security contributions 2,319 1,940 2,049 Net service costs 38 42 68 Total 8,571 6,268 6,462 |
Employee Benefit Plans - Schedule of Assumptions Used | As at December 31, As at December 31, As at December 31, Assumptions 2023 2022 2021 France France France Discount rate 3.05 3.65 0.75 Expected rate of return on plan assets n/a n/a n/a Salary increases 3 3 3 |
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets | Reconciliation to Balance Sheet start of year USD'000 Fiscal year 2023 2022 2021 Projected benefit obligation 396 575 1,015 Surplus / deficit 396 575 1,015 Opening balance sheet asset / provision (funded status) 396 575 1,015 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 396 575 1,015 Net service cost 38 43 71 Interest expense 14 4 3 Net benefits paid to participants (22) (24) (116) Actuarial losses / (gains) (11) (170) (141) Curtailment & settlement 0 0 (187) Currency translation adjustment 11 (32) (70) Projected benefit obligation at end of year 426 396 575 Reconciliation to balance sheet end of year Defined benefit obligation - funded plans 426 396 575 Surplus / deficit 426 396 575 Closing balance sheet asset / provision (funded status) 426 396 575 Amounts recognized in accumulated other comprehensive income / (loss) Net loss / (gain) (385) (364) (205) Deficit (385) (364) (205) Estimated amount to be amortized from accumulated other comprehensive income / (loss) into NPBC over next fiscal year Net loss / (gain) 47 52 51 |
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations | Movement in Funded Status USD'000 Fiscal year 2023 2022 2021 Opening balance sheet liability (funded status) 396 575 1,015 Net service cost 38 43 71 Interest cost / (credit) 14 4 3 Settlement / curtailment cost / (credit) — — (194) Currency translation adjustment — — (1) Total net periodic benefit cost / (credit) 52 47 (121) Actuarial (gain) / loss on liabilities due to experience (11) (170) (142) Total (gain) / loss recognized via OCI (11) (170) (142) Employer contributions paid in the year + Cashflow required to pay benefit payments (22) (24) (116) Total cashflow (22) (24) (116) Currency translation adjustment 11 (32) (61) Closing balance sheet liability (funded status) 426 396 575 Reconciliation of Net gain / loss Amount at beginning of year (364) (205) (68) Liability (gain) / loss (11) (170) (142) Currency translation adjustment (10) 11 5 Amount at December 31, (385) (364) (205) |
Employee Benefit Plans - Schedule of Future Contributions Payable | The table below shows the breakdown of expected future contributions payable to the Plan: Employee Benefit Plans - Schedule of Future Contributions Payable Period France 2024 38 2025 — 2026 53 2027 52 2028 42 2029 to 2033 347 |
Stockholders_ equity (Tables)
Stockholders’ equity (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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) 154,468 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 15,446,807 1,499,700 7,501,400 1,499,700 Total number of fully paid-in outstanding shares 15,446,807 1,499,700 7,501,400 1,499,700 Total share capital (in USD) 229,453 149,999 |
Accumulated other comprehensi_2
Accumulated other comprehensive income, net of tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income | USD'000 Accumulated other comprehensive income as at December 31, 2021 621 Total net foreign currency translation adjustments (1) (16) Total defined benefit pension adjustment 170 Total other comprehensive income / (loss), net 154 Accumulated other comprehensive income as at December 31, 2022 775 Total net foreign currency translation adjustments (2) Total defined benefit pension adjustment 11 Total other comprehensive income / (loss), net 9 Accumulated other comprehensive income as at December 31, 2023 784 (1) Adjusted for rounding |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 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 Disaggregation of revenue Typical payment At one point in time Total USD'000 At One Point in Time 2023 2022 2021 2023 2022 2021 Secure Microcontrollers Segment Secure chips Upon delivery 20,927 18,336 14,850 20,927 18,336 14,850 Total Secure Microcontrollers Segment 20,927 18,336 14,850 20,927 18,336 14,850 All Other Segment Secure chips Upon delivery 9,117 4,862 2,145 9,117 4,862 2,145 Certificates Upon issuance 14 — — 14 — — Total All Other Segment 9,131 4,862 2,145 9,131 4,862 2,145 Total Revenue 30,058 23,198 16,995 30,058 23,198 16,995 |
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 Net sales by region 12 months ended December 31, USD'000 2023 2022 2021 Secure Microcontrollers Segment Europe, Middle East and Africa Europe, Middle East and Africa 3,548 2,922 2,981 North America North America 15,962 13,408 10,234 Asia Pacific Asia Pacific 1,341 1,939 1,588 Latin America Latin America 76 67 47 Total Secure Microcontrollers segment revenue 20,927 18,336 14,850 All Other Segment Europe, Middle East and Africa 6,437 3,855 1,274 North America 569 201 397 Asia Pacific 2,125 806 474 Total All Other segment revenue 9,131 4,862 2,145 Total net sales 30,058 23,198 16,995 |
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 December 31, As at December 31, USD'000 2023 2022 Trade accounts receivable Trade accounts receivable - Secure Microcontrollers Segment Secure Microcontrollers Segment 3,553 1,794 Trade accounts receivable - All Other Segment All Other Segment 1,550 475 Total trade accounts receivable 5,103 2,269 Customer contract liabilities - current 125 84 Total customer contract liabilities 125 84 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation - Schedule of Share Based Payment Award, Stock Options, Valuation Assumptions | The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted: Stock-Based Compensation - Schedule of Share Based Payment Award, Stock Options, Valuation Assumptions Assumption As of December 31, 2023 As of December 31, 2022 As of December 31, 2021 Dividend yield None None None Risk-free interest rate used (average) 1.00 n/a n/a Expected market price volatility 73.19 n/a n/a Average remaining expected life of stock options on F shares (years) 6.19 n/a n/a |
Stock-Based Compensation - Schedule of Share Based Compensation Stock Options Activity | The following table illustrates the development of the Group’s non-vested options for the years ended December 31, 2023 and 2022. Stock-Based Compensation - Schedule of Share Based Compensation Stock Options Activity Non-vested options on F shares Number of F shares under options Weighted-average grant date fair value (USD) Non-vested options as at December 31, 2021 — — Granted — — Vested — — Non-vested forfeited or cancelled — — Non-vested options as at December 31, 2022 — — Granted 77 6.39 Vested 77 6.39 Non-vested forfeited or cancelled — — Non-vested options as at December 31, 2023 — — The following tables summarize the Group’s stock option activity for the years ended December 31, 2023 and 2022. Options on F shares F shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2021 — 0.00 0.00 — Of which vested — 0.00 0.00 — Granted — — — — Outstanding as at December 31, 2022 — 0.00 0.00 — Of which vested — 0.00 0.00 — Granted — — — — Outstanding as at December 31, 2023 77 0.05 6.19 19 Of which vested 77 0.05 6.19 19 |
Stock-Based Compensation - Schedule of Compensation Expense | Summary of stock-based compensation expenses Stock-Based Compensation - Schedule of Compensation Expense Stock-based compensation expenses 12 months ended December 31, USD 2023 2022 2021 In relation to F share Option Plan (FSOP) 492 — — In relation to non-FSOP option agreements — — — Total 492 — — Stock-based compensation expenses are recorded under the following expense categories in the income statement. Stock-based compensation expenses 12 months ended December 31, USD 2023 2022 2021 Research & development expenses — — — Selling & marketing expenses — — — General & administrative expenses 492 — — Total 492 — — |
Non-operating income (Tables)
Non-operating income (Tables) | 12 Months Ended |
Dec. 31, 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 12 months ended December 31, USD'000 2023 2022 2021 Foreign exchange gain 163 926 482 Financial income — 9 — Interest income 88 — — Write-off of indebtedness to related parties 2,191 — — Other — — 1 Total non-operating income 2,442 935 483 |
Non-operating expenses (Tables)
Non-operating expenses (Tables) | 12 Months Ended |
Dec. 31, 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 12 months ended December 31, USD'000 2023 2022 2021 Foreign exchange losses 339 383 - Financial charges 4 1 1 Interest expense 298 250 - Other 14 4 95 Total non-operating expenses 655 638 96 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes - Schedule of Components of Income before Income Taxes | The components of income before income taxes are as follows: Income Taxes - Schedule of Components of Income before Income Taxes Income / (Loss) 12 months ended December 31, USD'000 2023 2022 2021 Switzerland Switzerland (6,525) — — Foreign Foreign 3,481 2,525 (4,821) Income / (loss) before income tax (3,043) 2,525 (4,821) |
Income Taxes - Schedule of Income Tax Expense | The components of income taxes relating to the Group are as follows: Income Taxes - Schedule of Income Tax Expense Income taxes 12 months ended December 31, USD'000 2023 2022 2021 Switzerland — — — Foreign 225 (3,245) 6 Income tax expense / (income) 225 (3,245) 6 |
Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate | The difference between the income tax recovery / (expense) at the local statutory rate compared to the Group’s income tax recovery / (expense) as reported is reconciled below: Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate 12 months ended December 31, USD'000 2023 2022 2021 Net income / (loss) before income tax (3,043) 2,525 (4,821) Statutory tax rate 14% 25% 26.5% Expected income tax (expense)/recovery 426 (631) 1,278 Change in tax loss carryforwards 869 (41) (382) Change in loss carryforwards in relation to the debt remission (514) 1,342 — Change in valuation allowance (600) 2,185 660 Foreign tax effects (75) (95) (110) Nontaxable or nondeductible items (22) 157 (1,709) Other (309) 328 257 Income tax (expense) / recovery (225) 3,245 (6) |
Income Taxes - Schedule of Deferred Tax Assets and Liabilities | The Group’s deferred tax assets and liabilities consist of the following: Income Taxes - Schedule of Deferred Tax Assets and Liabilities Deferred income tax assets/(liabilities) As at December 31, As at December 31, USD'000 2023 2022 Switzerland — — Foreign 3,077 3,296 Deferred income tax assets / (liabilities) 3,077 3,296 Deferred tax assets and liabilities As at December 31, As at December 31, USD'000 2023 2022 Defined benefit accrual (3) (29) Tax loss carryforwards 4,468 3,599 Add back loss carryforwards used for the debt remission 828 1,342 Valuation allowance (2,216) (1,616) Deferred tax assets / (liabilities) 3,077 3,296 |
Income Taxes - Schedule of Operating Loss Carryforward | As of December 31, 2023, the Group’s operating cumulated loss carry-forwards of all jurisdictions are as follows: Income Taxes - Schedule of Operating Loss Carryforward Operating loss-carryforward as of December 31, 2023 Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction USD'000 Switzerland Switzerland France Total 2024 — — — 2025 — — — 2026 — — — 2027 — — — 2028 — — — 2029 188 — 188 2030 7,189 — 7,189 No expiration — 13,827 13,827 Totals 7,377 13,827 21,204 |
Income Taxes - Summary of Income Tax Examinations | The following tax years remain subject to examination: Income Taxes - Summary of Income Tax Examinations Significant jurisdictions Open years Switzerland 2023 France 2021 - 2023 Japan Japan 2023 Taiwan Taiwan 2023 |
Segment reporting (Tables)
Segment reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting - Schedule of Segment Reporting Information by Segment | 12 months ended December 31, 2023 2022 2021 USD'000 Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Revenues from external customers 20,927 9,131 30,058 18,336 4,862 23,198 14,850 2,145 16,995 Intersegment revenues — 513 513 — 368 368 — 415 415 Interest revenue 61 27 88 7 2 9 — — — Interest expense 209 91 298 200 53 254 150 22 171 Depreciation and amortization 398 173 571 319 85 404 1,339 193 1,532 Segment income /(loss) before income taxes 395 (3,414) (3,019) 526 2,017 2,543 (2,235) (2,566) (4,801) Profit / (loss) from intersegment sales — 24 24 — 18 18 — 20 20 Income tax recovery / (expense) (156) (68) (225) 2,565 680 3,245 — (6) (6) Segment assets 16,526 11,519 28,045 17,063 4,671 21,734 10,296 1,726 12,022 |
Segment Reporting - Schedule of Reconciliation of Revenue | 12 months ended December 31, 2023 2022 2021 USD'000 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 30,571 23,566 17,410 Elimination of intersegment revenue Intersegment (513) (368) (415) Total consolidated revenue 30,058 23,198 16,995 Loss reconciliation Total profit / (loss) from reportable segments (3,019) 2,543 (4,801) Elimination of intersegment profits (24) (18) (20) Income / (Loss) before income taxes (3,043) 2,525 (4,821) |
Segment Reporting - Schedule of Reconciliation of Assets | As at December 31, 2023 2022 USD'000 USD'000 Asset reconciliation Total assets from reportable segments Reportable Segments 28,045 21,734 Elimination of intersegment receivables Intersegment (110) (75) Consolidated total assets 27,935 21,659 |
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 12 months ended December 31, USD'000 2023 2022 2021 Europe, Middle East & Africa 9,985 6,777 4,255 North America 16,531 13,609 10,631 Asia Pacific 3,466 2,745 2,062 Latin America 76 67 47 Total net sales 30,058 23,198 16,995 Property, plant and equipment, net of depreciation, by region As at December 31, As at December 31, USD'000 2023 2022 Europe, Middle East & Africa 3,230 782 Total Property, plant and equipment, net of depreciation 3,230 782 |
Earnings _ (Loss) per share (Ta
Earnings / (Loss) per share (Tables) | 12 Months Ended |
Dec. 31, 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 12 months ended December 31, Earnings / (loss) per share 2023 2022 2021 Net income (USD'000) (3,268) 5,770 (4,827) Effect of potentially dilutive instruments on net gain (USD'000) n/a n/a n/a Net income / (loss) after effect of potentially dilutive instruments (USD'000) (3,268) 5,770 (4,827) Ordinary shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 7,799,766 6,610,293 6,610,293 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average shares outstanding - diluted 7,799,766 6,610,293 6,610,293 Net earnings / (loss) per share Basic weighted average loss per share (USD) (0.21) 0.41 (0.34) Diluted weighted average loss per share (USD) (0.21) 0.41 (0.34) F shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 1,499,700 1,499,700 1,499,700 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average shares outstanding - diluted 1,499,700 1,499,700 1,499,700 Net earnings / (loss) per F share Basic weighted average loss per share (USD) (1.07) 2.04 (1.71) Diluted weighted average loss per share (USD) (1.07) 2.04 (1.71) Shares 2023 2022 2021 Company Posted Net loss Net Gain Net loss Basic weighted average ordinary shares outstanding 7,799,766 6,610,293 6,610,293 Basic weighted average F shares outstanding 1,499,700 1,499,700 1,499,700 Dilutive effect of common stock equivalents n/a n/a n/a Dilutive weighted average common stock outstanding n/a n/a n/a Dilutive vehicles with anti-dilutive effect 2023 2022 2021 Ordinary shares Total stock options — — — Total convertible instruments 1,559,828 — — Total number of ordinary shares from dilutive vehicles with anti-dilutive effect 1,559,828 — — Dilutive vehicles with anti-dilutive effect 2023 2022 2021 F shares Total stock options 77 — — Total convertible instruments — — — Total number of F shares from dilutive vehicles with anti-dilutive effect 77 — — |
Related parties disclosure (Tab
Related parties disclosure (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest | As at December 31, 2023, the 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 2 010 EUR 1,473,162 100 100 Chip manufacturing, sales & distribution WISeKey IoT Japan KK Japan 2017 JPY 1,000,000 100 100 Sales & distribution WISeKey IoT Taiwan Taiwan 2017 TWD 100,000 100 100 Sales & distribution |
Related Parties Disclosure - Schedule of Related Party Transactions | Receivables as at Payables as at Net expenses to Net income from Related Parties December 31, December 31, December 31, December 31, in the year ended December 31, in the year ended December 31, (in USD'000) 2023 2022 2023 2022 2023 2022 2021 2023 2022 2021 1 WISeKey International Holding Ltd — — 7,100 7,122 5,283 796 526 — — — 2 Wisekey SA — — — — — — 94 — — 128 3 WISeKey USA Inc — — 981 154 827 558 883 — — — 4 WISeKey Semiconductors GmbH — — 881 773 180 105 401 — — — 5 WISeCoin AG — — 3,389 3,306 75 86 90 — — — Total — — 12,351 11,355 6,365 1,545 1,994 — — 128 |
Future operations and going c_2
Future operations and going concern (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Operating income/(loss) | $ (4,141) | $ 2,583 | $ (5,041) |
Working capital | $ 9,800 |
Summary of significant accoun_3
Summary of significant accounting policies (Details Narrative) | Dec. 31, 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) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Multinational Electronics Contract Manufacturing Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 15% | 16% | 13% |
Multinational Electronics Contract Manufacturing Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 15% | 34% | |
Multinational Telecommunication and Hardware Manufacturing Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 4% | 5% | 5% |
Multinational Telecommunication and Hardware Manufacturing Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12% | 7% | |
International Digital Security Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12% | 10% | 0% |
International Digital Security Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 0% | 6% | |
International Software Services Provider | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 8% | 6% | 5% |
International Software Services Provider | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 14% | 4% | |
International Computer and Hardware Manufacturer | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 5% | 3% | 2% |
International Computer and Hardware Manufacturer | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12% | 2% | |
International Equipment and Software Manufacturer | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 6% | 6% | 10% |
International Equipment and Software Manufacturer | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 19% | 12% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | $ 27,935 | $ 21,659 |
Liabilities, carrying amount | 22,904 | 21,447 |
Level 3 | Accounts Payable | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 6,963 | 6,735 |
Liabilities, fair value | 6,963 | 6,735 |
Level 3 | Indebtedness to Related Parties, Current | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 1,278 | 3,374 |
Liabilities, fair value | 1,278 | 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 | 1,654 | 1,489 |
Liabilities, fair value | 1,654 | 1,489 |
Level 3 | Convertible Note Payable, Noncurrent | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 1,519 | |
Liabilities, fair value | 1,846 | |
Level 3 | Indebtedness to Related Parties, Noncurrent | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 9,695 | 7,946 |
Liabilities, fair value | 9,695 | 7,946 |
Receivables | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 5,053 | 2,219 |
Assets, fair value | $ 5,053 | $ 2,219 |
Business Combination - Schedule
Business Combination - Schedule of Assets and Liabilities Acquired (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
LIABILITIES | ||
Indebtedness to related parties, current | $ 1,278 | $ 3,374 |
Total current liabilities | 8,717 | 10,628 |
TOTAL LIABILITIES | 22,904 | 21,447 |
SHAREHOLDERS' EQUITY | ||
Common stock | $ 154 | $ 75 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 15,446,807 | 7,501,400 |
Additional paid-in capital | $ 24,730 | $ 16,731 |
Accumulated deficit | (20,712) | (17,444) |
Total shareholders’ equity | 5,031 | 212 |
TOTAL LIABILITIES AND EQUITY | $ 27,935 | 21,659 |
WISeKey Semiconductors SAS | ||
ASSETS | ||
TOTAL ASSETS | ||
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 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Shareholders' equity | $ 5,031 | $ 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Trade accounts receivable | $ 5,103 | $ 2,269 |
Allowance for credit losses | (50) | (50) |
Total accounts receivable, net of allowance for credit losses | $ 5,053 | $ 2,219 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories, Current (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,025 | $ 4,523 |
Work in progress | 4,206 | 2,987 |
Total inventories | $ 5,231 | $ 7,510 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory [Line Items] | |||
Inventory obsolescence | $ 594,000 | $ 554,000 | $ 462,000 |
The Semiconductors Group | Raw Materials | |||
Inventory [Line Items] | |||
Inventory obsolescence | 220,289 | 204,211 | 57,302 |
The Semiconductors Group | Work in Progress | |||
Inventory [Line Items] | |||
Inventory obsolescence | $ 373,469 | $ 349,623 | $ 404,509 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value-Added Tax receivable | $ 415 | $ 224 |
Advanced payment to suppliers | 346 | 1,025 |
Deposits, current | 4 | 3 |
Total other current assets | $ 765 | $ 1,252 |
Government assistance (Details
Government assistance (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Government Assistance [Abstract] | ||
Research tax credits | $ 1,718,248 | $ 692,314 |
Deferred research tax credits | $ 1,052,514 | $ 665,734 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16,306 | $ 13,288 |
Accumulated depreciation | (13,076) | (12,506) |
Total property, plant and equipment from continuing operations, net | 3,230 | 782 |
Depreciation charge for the year | 569 | 404 |
Machinery & Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,275 | 10,410 |
Accumulated depreciation | (10,241) | (9,985) |
Office Equipment and Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,321 | 2,320 |
Accumulated depreciation | (2,279) | (2,028) |
Computer Equipment and Licenses | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 710 | 558 |
Accumulated depreciation | $ (556) | $ (493) |
Property, plant and equipment_2
Property, plant and equipment (Details Narrative) | Dec. 31, 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
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 | 4 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
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 | 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 | 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 | $ 0 | $ 1 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) | Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fixed rent expense | $ 329 | $ 332 | $ 378 |
Short-term lease cost | 3 | ||
Net lease cost | 329 | 332 | 381 |
Cost of Sales | |||
Net lease cost | 0 | 0 | 0 |
General & Administrative Expenses | |||
Net lease cost | $ 329 | $ 332 | $ 381 |
Leases - Schedule of Cash and N
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 314 | $ 328 | $ 380 |
Non-cash investing and financing activities: | |||
Net lease cost | 329 | 332 | 381 |
Additions to ROU assets obtained from: | |||
New operating lease liabilities | $ 66 | $ 56 | $ 33 |
Leases - Schedule of Right-Of-U
Leases - Schedule of Right-Of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Right-of-use assets: | ||
Total right-of-use assets | $ 1,278 | $ 1,379 |
Lease liabilities: | ||
Total lease liabilities | $ 1,229 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating - 2024 | $ 336 |
Short-term - 2024 | 0 |
Finance - 2024 | 0 |
Total lease payments - 2024 | 336 |
Operating - 2025 | 311 |
Short-term - 2025 | 0 |
Finance - 2025 | 0 |
Total lease payments - 2025 | 311 |
Operating - 2026 | 307 |
Short-term - 2026 | 0 |
Finance - 2026 | 0 |
Total lease payments - 2026 | 307 |
Operating - 2027 | 307 |
Short-term - 2027 | 0 |
Finance - 2027 | 0 |
Total lease payments - 2027 | 307 |
Operating - 2028 and beyond | 168 |
Short-term - 2028 and beyond | 0 |
Finance - 2028 and beyond | 0 |
Total lease payments - 2028 and beyond | 168 |
Operating - Total future minimum operating lease payments | 1,429 |
Short-term - Total future minimum short-term lease payments | 0 |
Finance - Total future minimum finance lease payments | 0 |
Total Lease Payments - Total future minimum lease payments | 1,429 |
Operating - Less effects of discounting | (200) |
Short-term - Less effects of discounting | 0 |
Finance - Less effects of discounting | 0 |
Total Lease Payments - Less effects of discounting | (200) |
Operating - Lease liabilities recognized | 1,229 |
Short-term - Lease liabilities recognized | 0 |
Finance - Lease liabilities recognized | 0 |
Total Lease Payments - Lease liabilities recognized | 1,229 |
Other Liabilities | |
Operating - Lease liabilities recognized | $ 1,229 |
Leases (Details Narrative)
Leases (Details Narrative) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term, operating leases | 4 years 5 months 26 days | |
Weighted average discount rate, operating leases | 5.45% | 3.02% |
Accounts Payable - Schedule of
Accounts Payable - Schedule of Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Trade creditors | $ 3,299 | $ 5,001 |
Accounts payable to shareholders | 1,378 | |
Accounts payable to underwriters, promoters, and employees | 1,150 | 1,071 |
Other accounts payable | 1,136 | 663 |
Total accounts payable | $ 6,963 | $ 6,735 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Other tax payable | $ 13 | $ 28 |
Customer contract liability, current | 125 | 84 |
Other current liabilities | 0 | 36 |
Total other current liabilities | $ 138 | $ 148 |
Bonds, mortgages and other lo_2
Bonds, mortgages and other long-term debt (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jul. 12, 2023 | Jul. 10, 2023 | Jul. 31, 2023 | Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 11, 2023 | |
Short-Term Debt [Line Items] | ||||||||
Amortization of debt discount | $ 689,000 | $ 355,000 | $ 167,000 | |||||
Convertible promissory note | 1,519,000 | |||||||
Private Placement | L1 Capital Global Opportunities Master Fund | ||||||||
Short-Term Debt [Line Items] | ||||||||
Private placement | $ 10,000,000 | |||||||
Private placement, description of transaction | divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into ordinary shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) USD 30 per ordinary share and (ii) 92% of the lowest daily volume weighted average price | |||||||
Private placement, available borrowings | $ 5,000,000 | |||||||
Facility, additional information | the unconverted balance on the First L1 Note was USD 1 million and the unamortized debt discount balance was USD 170,994, hence a carrying value of USD 829,006 | |||||||
Private Placement | L1 Capital Global Opportunities Master Fund | First Tranche | ||||||||
Short-Term Debt [Line Items] | ||||||||
Unamortized debt discount | $ 705,572 | |||||||
Amortization of debt discount | $ 563,112 | 210,290 | ||||||
Private placement | 5,000,000 | |||||||
Convertible promissory note | $ 5,000,000 | |||||||
Convertible promissory note, additional information | convertible into SEALSQ’s ordinary shares, and (ii) 122,908 warrants on the ordinary shares of SEALSQ with a 5-year maturity | |||||||
Ordinary shares reserved for issuance | 8,000,000 | |||||||
Debt issue cost, legal expenses | $ 114,832 | |||||||
Commissions to placement agent | 250,000 | |||||||
Additional closing fees | 200,000 | |||||||
Equity instrument, fair value | $ 632,976 | |||||||
Date of grant, market price | $ 11.42 | |||||||
Fair value of debt | $ 4,987,363 | |||||||
Debt discount, debit | 323,744 | |||||||
Debt to APIC | 41,088 | |||||||
Total debt discount | $ 1,086,856 | |||||||
Conversion of debt, amount | $ 4,000,000 | |||||||
Conversion of debt, shares issued | 3,940,630 | |||||||
Private Placement | Anson Investments Master Fund | ||||||||
Short-Term Debt [Line Items] | ||||||||
Private placement | $ 10,000,000 | |||||||
Private placement, description of transaction | divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into ordinary shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) USD 30 per ordinary share and (ii) 92% of the lowest daily volume weighted average price | |||||||
Private Placement | Anson Investments Master Fund | First Tranche | ||||||||
Short-Term Debt [Line Items] | ||||||||
Unamortized debt discount | $ 708,062 | |||||||
Amortization of debt discount | $ 563,112 | 198,984 | ||||||
Convertible promissory note | $ 5,000,000 | |||||||
Convertible promissory note, additional information | convertible into SEALSQ’s ordinary shares, and (ii) 122,908 warrants on the ordinary shares of SEALSQ with a 5-year maturity | |||||||
Ordinary shares reserved for issuance | 8,000,000 | |||||||
Debt issue cost, legal expenses | $ 64,832 | |||||||
Commissions to placement agent | 250,000 | |||||||
Additional closing fees | 200,000 | |||||||
Equity instrument, fair value | $ 632,976 | |||||||
Date of grant, market price | $ 11.42 | |||||||
Fair value of debt | $ 4,987,363 | |||||||
Debt discount, debit | 279,375 | |||||||
Debt to APIC | 35,457 | |||||||
Total debt discount | 1,042,487 | |||||||
Conversion of debt, amount | $ 4,175,000 | |||||||
Conversion of debt, shares issued | 3,996,493 | |||||||
Private placement, available borrowings | $ 5,000,000 | |||||||
Facility, additional information | the unconverted balance on the First Anson Note was USD 825,000 and the unamortized debt discount balance was USD 135,441, hence a carrying value of USD 689,559 | |||||||
Proceeds from issuance of private placement | $ 5,000,000 | |||||||
New ordinary shares issued | 8,184 | |||||||
Total issue of ordinary shares | 4,004,677 | |||||||
Production Capacity Investment Loan Agreement | ||||||||
Short-Term Debt [Line Items] | ||||||||
Proceeds from loan agreement | $ 2,000,000 | |||||||
Unamortized debt discount | $ 511,128 | $ 346,204 | 511,128 | |||||
Note payable | 2,000,000 | 2,000,000 | ||||||
Carrying value | 1,653,796 | $ 1,488,872 | ||||||
Amortization of debt discount | $ 164,924 |
Indebtedness to related parti_2
Indebtedness to related parties (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 15, 2022 USD ($) shares | Dec. 15, 2022 EUR (€) shares | Nov. 12, 2020 USD ($) | Dec. 20, 2023 USD ($) | Dec. 20, 2023 EUR (€) | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2022 | Aug. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 28, 2021 USD ($) | Oct. 31, 2019 USD ($) | Apr. 30, 2019 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 EUR (€) | Apr. 01, 2021 USD ($) | Apr. 01, 2021 EUR (€) | |
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt write off | $ 2,191,000 | |||||||||||||||||||
Recapitalization by WISeKey International Holding Ltd | 0 | 7,348,000 | $ 0 | |||||||||||||||||
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 | 3,311,700 | € 3,000,000 | $ 5,871,714 | € 5,000,000 | ||||||||||||||||
Debt write off | $ 2,191,282 | € 2,000,000 | ||||||||||||||||||
Maturity date | Dec. 31, 2024 | Dec. 31, 2024 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |||||||||||||||
Long term debt | $ 1,198,746 | 1,198,746 | ||||||||||||||||||
Unamortized debt discount | 35,340 | 35,340 | ||||||||||||||||||
Carrying value of current debt | 1,163,406 | 1,277,806 | 1,163,406 | |||||||||||||||||
Additional loan amount | 208,751 | 208,751 | ||||||||||||||||||
Noncurrent debt | 9,695,576 | |||||||||||||||||||
Current debt | 1,407,497 | |||||||||||||||||||
Interest payable | 129,691 | |||||||||||||||||||
Interest expense | 114,400 | |||||||||||||||||||
Accounts payable | $ 1,377,871 | |||||||||||||||||||
Parent Company [Member] | ||||||||||||||||||||
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% | ||||||||||||||||||
Debt conversion, converted amount | $ 7,348,397 | € 7,000,000 | ||||||||||||||||||
Debt conversion, shares issued | shares | 175,000 | 175,000 | ||||||||||||||||||
Share capital | $ 183,710 | $ 183,710 | ||||||||||||||||||
Recapitalization by WISeKey International Holding Ltd | $ 7,164,687 | |||||||||||||||||||
Unamortized debt discount | $ 208,751 | |||||||||||||||||||
Line of credit | $ 5,000,000 | |||||||||||||||||||
Line of credit, maturity date | Dec. 31, 2024 | |||||||||||||||||||
Proceeds from line of credit | $ 1,407,497 | |||||||||||||||||||
Line of credit | $ 1,163,406 | |||||||||||||||||||
Line of credit, interest rate | 12.30% | |||||||||||||||||||
Accrued interest | $ 244,091 | |||||||||||||||||||
Extinguishment of unamortized debt discount | $ 35,340 | |||||||||||||||||||
WiseCoin AG | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Proceeds from related party | $ 2,750,000 | € 250,000 | ||||||||||||||||||
Interest rate | 2.50% | 3% | 300% |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Defined Benefit Plan Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Wages and Salaries | $ 6,214 | $ 4,286 | $ 4,345 |
Social security contributions | 2,319 | 1,940 | 2,049 |
Net service costs | 38 | 42 | 68 |
Total | $ 8,571 | $ 6,268 | $ 6,462 |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Assumptions Used (Details) - France | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Discount rate | 3.05% | 3.65% | 0.75% |
Salary increases | 3% | 3% | 3% |
Employee Benefit Plans - Sche_3
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Projected benefit obligation at start of year | $ 396 | $ 575 | $ 1,015 |
Surplus / deficit | 396 | 575 | 1,015 |
Opening balance sheet asset / provision (funded status) | 396 | 575 | 1,015 |
Reconciliation of benefit obligation during the year | |||
Net service cost | 38 | 43 | 71 |
Interest expense | 14 | 4 | 3 |
Net benefits paid to participants | (22) | (24) | (116) |
Actuarial losses / (gains) | (11) | (170) | (141) |
Curtailment & settlement | 0 | 0 | (187) |
Currency translation adjustment | 11 | (32) | (70) |
Defined benefit obligation - funded plans | 426 | 396 | 575 |
Reconciliation to balance sheet end of year | |||
Surplus / deficit | 426 | 396 | 575 |
Closing balance sheet asset / provision (funded status) | 426 | 396 | 575 |
Amounts recognized in accumulated other comprehensive income / (loss) | |||
Net loss / (gain) | (385) | (364) | (205) |
Deficit | (385) | (364) | (205) |
Estimated amount to be amortized from accumulated other comprehensive income / (loss) into NPBC over next fiscal year | |||
Net loss / (gain) | $ 47 | $ 52 | $ 51 |
Employee Benefit Plans - Sche_4
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Opening balance sheet asset / provision (funded status) | $ 396 | $ 575 | $ 1,015 |
Net service cost | 38 | 43 | 71 |
Interest cost / (credit) | 14 | 4 | 3 |
Settlement / curtailment cost / (credit) | 0 | 0 | (194) |
Currency translation adjustment | (1) | ||
Total net periodic benefit cost / (credit) | 52 | 47 | (121) |
Actuarial (gain) / loss on liabilities due to experience | (11) | (170) | (142) |
Total (gain) / loss recognized via OCI | (11) | (170) | (142) |
Total cashflow | (22) | (24) | (116) |
Currency translation adjustment | 11 | (32) | (61) |
Closing balance sheet asset / provision (funded status) | 426 | 396 | 575 |
Reconciliation of Net gain / loss | |||
Amount at beginning of year | (364) | (205) | (68) |
Liability (gain) / loss | (11) | (170) | (142) |
Currency translation adjustment | (10) | 11 | 5 |
Amount at December 31, | $ (385) | $ (364) | $ (205) |
Employee Benefit Plans - Sche_5
Employee Benefit Plans - Schedule of Future Contributions Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2029 | Dec. 31, 2028 | Dec. 31, 2027 | Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 |
France | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 347 | $ 42 | $ 52 | $ 53 | $ 0 | $ 38 |
Employee benefit plans (Details
Employee benefit plans (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Retirement Benefits [Abstract] | ||
Accumulated benefit obligation | $ 426,345 | $ 395,786 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock by Class (Details) - USD ($) | Dec. 31, 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 | 15,446,807 | 7,501,400 |
Total number of fully paid-in outstanding shares | 15,446,807 | 7,501,400 |
Total share capital | $ 229,453,000 | |
WISeKey Semiconductors SAS | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Par value per share | $ 0 | |
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 | |
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 | |
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) | $ 154,468 | |
Total number of authorized shares | 200,000,000 | |
Total number of fully paid-in issued shares | 15,446,807 | |
Total number of fully paid-in outstanding shares | 15,446,807 | |
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 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Accumulated other comprehensive income | $ 775 | $ 621 |
Total net foreign currency translation adjustments | (2) | (16) |
Total defined benefit pension adjustment | 11 | 170 |
Total other comprehensive income/(loss), net | 9 | 154 |
Accumulated other comprehensive income | $ 784 | $ 775 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 30,058 | $ 23,198 | $ 16,995 |
At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 30,058 | 23,198 | 16,995 |
Secure Microcontrollers | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 20,927 | 18,336 | 14,850 |
Secure Microcontrollers | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 20,927 | 18,336 | 14,850 |
Secure Microcontrollers | At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 20,927 | 18,336 | 14,850 |
Secure Microcontrollers | At One Point in Time | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 20,927 | 18,336 | 14,850 |
All Others | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 9,131 | 4,862 | 2,145 |
All Others | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 9,117 | 4,862 | 2,145 |
All Others | Certificates | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 14 | ||
All Others | At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 9,131 | 4,862 | 2,145 |
All Others | At One Point in Time | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 9,117 | 4,862 | 2,145 |
All Others | At One Point in Time | Certificates | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 14 |
Revenue - Schedule of Disaggr_2
Revenue - Schedule of Disaggregation of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 30,058 | $ 23,198 | $ 16,995 |
Europe, Middle East and Africa | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 9,985 | 6,777 | 4,255 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 16,531 | 13,609 | 10,631 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,466 | 2,745 | 2,062 |
Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 76 | 67 | 47 |
Secure Microcontrollers | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 20,927 | 18,336 | 14,850 |
Secure Microcontrollers | Europe, Middle East and Africa | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,548 | 2,922 | 2,981 |
Secure Microcontrollers | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 15,962 | 13,408 | 10,234 |
Secure Microcontrollers | Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,341 | 1,939 | 1,588 |
Secure Microcontrollers | Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 76 | 67 | 47 |
All Others | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 9,131 | 4,862 | 2,145 |
All Others | Europe, Middle East and Africa | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 6,437 | 3,855 | 1,274 |
All Others | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 569 | 201 | 397 |
All Others | Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 2,125 | $ 806 | $ 474 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Trade accounts receivable | ||
Total trade accounts receivable | $ 5,103 | $ 2,269 |
Customer contract liabilities - current | 125 | 84 |
Total customer contract liabilities | 125 | 84 |
Secure Microcontrollers Segment | ||
Trade accounts receivable | ||
Total trade accounts receivable | 3,553 | 1,794 |
All Other Segment | ||
Trade accounts receivable | ||
Total trade accounts receivable | $ 1,550 | $ 475 |
Other operating income (Details
Other operating income (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | ||
Liability written off | $ 8,420 | |
Reversal of a provision for tax risks | $ 39,902 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share Based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Risk-free interest rate used (average) | 1% |
Expected market price volatility | 73.19% |
Expected market price volatility | 6 years 2 months 8 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share Based Compensation Stock Options Activity (Details) - Class F Shares - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Non-vested Options outstanding | 0 | 0 | |
Weighted-average grant date fair value, per share | $ 0 | $ 0 | |
Granted | 77 | ||
Weighted-average grant date fair value, granted | $ 6.39 | ||
Vested | 77 | ||
Weighted-average grant date fair value, vested | $ 6.39 | ||
Non-vested Options outstanding | 0 | 0 | 0 |
Weighted-average grant date fair value, per share | $ 0 | $ 0 | $ 0 |
Options outstanding | 0 | 0 | |
Weighted-average exercise price, per share | $ 0 | $ 0 | |
Weighted average remaining contractual term | 6 years 2 months 8 days | 0 years | 0 years |
Aggregate intrinsic value, outstanding | $ 0 | $ 0 | |
Weighted-average exercise price, vested, per share | $ 0 | $ 0 | |
Weighted average remaining contractual term, vested | 6 years 2 months 8 days | 0 years | 0 years |
Aggregate intrinsic value, vested | $ 0 | $ 0 | |
Options outstanding | 77 | 0 | 0 |
Weighted-average exercise price, per share | $ 0.05 | $ 0 | $ 0 |
Aggregate intrinsic value, outstanding | $ 19 | $ 0 | $ 0 |
Weighted-average exercise price, vested, per share | $ 0.05 | $ 0 | $ 0 |
Aggregate intrinsic value, vested | $ 19 | $ 0 | $ 0 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock option plan expense | |||
Research & development expenses | 3,946 | 2,308 | 3,050 |
Selling & marketing expenses | 5,648 | 3,824 | 4,245 |
General & administrative expenses | 8,644 | 3,091 | 4,984 |
Class F Shares | |||
Stock option plan expense | 492 | ||
Research & development expenses | |||
Selling & marketing expenses | |||
General & administrative expenses | $ 492 |
Stock-based compensation (Detai
Stock-based compensation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Options granted, expense | |||
Class F Shares | |||
Options granted | 77 | ||
Options granted, expense | $ 492 |
Non-Operating Income - Schedule
Non-Operating Income - Schedule of Non-Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Foreign exchange gain | $ 163 | $ 926 | $ 482 |
Financial income | 9 | ||
Interest income | 88 | ||
Write-off of indebtedness to related parties | 2,191 | ||
Other | 1 | ||
Total non-operating income | $ 2,442 | $ 935 | $ 483 |
Non-Operating Expenses - Schedu
Non-Operating Expenses - Schedule of Non-Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Non-operating Expenses | |||
Foreign exchange losses | $ 339 | $ 383 | |
Financial charges | 4 | 1 | 1 |
Interest expense | 298 | 250 | |
Other | 14 | 4 | 95 |
Total non-operating expenses | $ 655 | $ 638 | $ 96 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Income / (loss) before income tax | $ (3,043) | $ 2,525 | $ (4,821) |
Switzerland | |||
Operating Loss Carryforwards [Line Items] | |||
Income / (loss) before income tax | (6,525) | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Income / (loss) before income tax | $ 3,481 | $ 2,525 | $ (4,821) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expense / (income) | $ 225 | $ (3,245) | $ 6 |
Switzerland | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax expense / (income) | |||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax expense / (income) | $ 225 | $ (3,245) | $ 6 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Net income / (loss) before income tax | $ (3,043) | $ 2,525 | $ (4,821) |
Statutory tax rate | 14% | 25% | 26.50% |
Expected income tax (expense)/recovery | $ 426 | $ (631) | $ 1,278 |
Change in tax loss carryforwards | 869 | (41) | (382) |
Change in loss carryforwards in relation to the debt remission | (514) | 1,342 | |
Change in valuation allowance | (600) | 2,185 | 660 |
Foreign tax effects | (75) | (95) | (110) |
Nontaxable or nondeductible items | (22) | 157 | (1,709) |
Other | (309) | 328 | 257 |
Income tax (expense) / recovery | $ (225) | $ 3,245 | $ (6) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets/(liabilities) | $ 3,077 | $ 3,296 |
Defined benefit accrual | (3) | (29) |
Tax loss carryforwards | 4,468 | 3,599 |
Add back loss carryforwards used for the debt remission | 828 | 1,342 |
Valuation allowance | (2,216) | (1,616) |
Switzerland | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets/(liabilities) | ||
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets/(liabilities) | $ 3,077 | $ 3,296 |
Income Taxes - Schedule of Oper
Income Taxes - Schedule of Operating Loss Carryforward (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | $ 21,204 |
Operating loss carryforward, no expiration | 13,827 |
Switzerland | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 7,377 |
Operating loss carryforward, no expiration | 0 |
France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 13,827 |
Operating loss carryforward, no expiration | 13,827 |
Tax Year 2024 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2024 | Switzerland | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2024 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2025 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2025 | Switzerland | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2025 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2026 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2026 | Switzerland | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2026 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2027 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2027 | Switzerland | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2027 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2028 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2028 | Switzerland | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2028 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2029 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 188 |
Tax Year 2029 | Switzerland | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 188 |
Tax Year 2029 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2030 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 7,189 |
Tax Year 2030 | Switzerland | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 7,189 |
Tax Year 2030 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | $ 0 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Examinations (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Switzerland | |
Tax years subject to examination | 2023 |
France | |
Tax years subject to examination | 2021 - 2023 |
Japan | |
Tax years subject to examination | 2023 |
Taiwan | |
Tax years subject to examination | 2023 |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Income tax provision | $ 225,000 | $ (3,245,000) | $ 6,000 | |
WISeKey Semiconductors SAS | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Income tax provision | $ 39,901 | $ 47,368 | $ 118,294 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 30,058 | $ 23,198 | $ 16,995 |
Income tax (expense) / recovery | (225) | 3,245 | (6) |
Segment assets | 28,045 | 21,734 | 12,022 |
Secure Microcontrollers | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 20,927 | 18,336 | 14,850 |
Intersegment revenues | |||
Interest revenue | 61 | 7 | |
Interest expense | 209 | 200 | 150 |
Depreciation and amortization | 398 | 319 | 1,339 |
Segment income /(loss) before income taxes | 395 | 526 | (2,235) |
Profit / (loss) from intersegment sales | |||
Income tax (expense) / recovery | (156) | 2,565 | |
Segment assets | 16,526 | 17,063 | 10,296 |
All Others | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 9,131 | 4,862 | 2,145 |
Intersegment revenues | 513 | 368 | 415 |
Interest revenue | 27 | 2 | |
Interest expense | 91 | 53 | 22 |
Depreciation and amortization | 173 | 85 | 193 |
Segment income /(loss) before income taxes | (3,414) | 2,017 | (2,566) |
Profit / (loss) from intersegment sales | 24 | 18 | 20 |
Income tax (expense) / recovery | (68) | 680 | (6) |
Segment assets | 11,519 | 4,671 | 1,726 |
Total Segment Assets | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 30,058 | 23,198 | 16,995 |
Intersegment revenues | 513 | 368 | 415 |
Interest revenue | 88 | 9 | |
Interest expense | 298 | 254 | 171 |
Depreciation and amortization | 571 | 404 | 1,532 |
Segment income /(loss) before income taxes | (3,019) | 2,543 | (4,801) |
Profit / (loss) from intersegment sales | 24 | 18 | 20 |
Income tax (expense) / recovery | $ (225) | $ 3,245 | $ (6) |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Reconciliation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 30,058 | $ 23,198 | $ 16,995 |
Income / (Loss) before income taxes | (3,043) | 2,525 | (4,821) |
Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 30,571 | 23,566 | 17,410 |
Income / (Loss) before income taxes | (3,019) | 2,543 | (4,801) |
Intersegment | |||
Segment Reporting Information [Line Items] | |||
Net sales | (513) | (368) | (415) |
Income / (Loss) before income taxes | $ (24) | $ (18) | $ (20) |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Reconciliation of Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Consolidated total assets | $ 27,935 | $ 21,659 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Consolidated total assets | 28,045 | 21,734 |
Intersegment | ||
Segment Reporting Information [Line Items] | ||
Elimination of intersegment receivables Intersegment | $ (110) | $ (75) |
Segment Reporting - Schedule _4
Segment Reporting - Schedule of Revenue and Property, Plant and Equipment by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 30,058 | $ 23,198 | $ 16,995 |
Property, plant and equipment, net of depreciation | 3,230 | 782 | |
Europe, Middle East and Africa | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 9,985 | 6,777 | 4,255 |
Property, plant and equipment, net of depreciation | 3,230 | 782 | |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 16,531 | 13,609 | 10,631 |
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 3,466 | 2,745 | 2,062 |
Latin America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 76 | $ 67 | $ 47 |
Earnings_(Loss) Per Share - Sch
Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income (USD'000) | $ (3,268) | $ 5,770 | $ (4,827) |
Ordinary shares used in net earnings / (loss) per share computation: | |||
Basic weighted average F shares outstanding | 7,799,766 | 6,610,293 | 6,610,293 |
Weighted average shares outstanding - diluted | 7,799,766 | 6,610,293 | 6,610,293 |
Net earnings / (loss) per share | |||
Basic weighted average loss per share (USD) | $ (0.21) | $ 0.41 | $ (0.34) |
Diluted weighted average loss per share (USD) | $ (0.21) | $ 0.41 | $ (0.34) |
Net earnings / (loss) per F share | |||
Total number of ordinary shares from dilutive vehicles with anti-dilutive effect | 1,559,828 | ||
F Share | |||
Ordinary shares used in net earnings / (loss) per share computation: | |||
Basic weighted average F shares outstanding | 1,499,700 | 1,499,700 | 1,499,700 |
Weighted average shares outstanding - diluted | 1,499,700 | 1,499,700 | 1,499,700 |
Net earnings / (loss) per share | |||
Basic weighted average loss per share (USD) | $ (1.07) | $ 2.04 | $ (1.71) |
Diluted weighted average loss per share (USD) | $ (1.07) | $ 2.04 | $ (1.71) |
Net earnings / (loss) per F share | |||
Total number of F shares from dilutive vehicles with anti-dilutive effect | 77 |
Related Parties Disclosure - Sc
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
WISeKey Semiconductors SAS | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | France | |
Country of incorporation | 2010 | |
Share capital | $ 1,473,162 | |
% ownership | 100% | 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Receivables | $ 0 | $ 0 | |
Payables | 12,351 | 11,355 | |
Net expenses | 6,365 | 1,545 | $ 1,994 |
Net income | 0 | 0 | 128 |
WiseCoin AG | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | ||
Payables | 3,389 | 3,306 | |
Net expenses | 75 | 86 | 90 |
Net income | 0 | 0 | 0 |
WISeKey International Holding AG | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 7,100 | 7,122 | |
Net expenses | 5,283 | 796 | 526 |
Net income | 0 | 0 | 0 |
WISeKey SA | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 0 | 0 | |
Net expenses | 0 | 0 | 94 |
Net income | 0 | 0 | 128 |
WISeKey USA Inc | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 981 | 154 | |
Net expenses | 827 | 558 | 883 |
Net income | 0 | 0 | 0 |
WISeKey Semiconductors GmbH | |||
Related Party Transaction [Line Items] | |||
Receivables | 0 | 0 | |
Payables | 881 | 773 | |
Net expenses | 180 | 105 | 401 |
Net income | $ 0 | $ 0 | $ 0 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - Private Placement - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jan. 11, 2024 | Jan. 10, 2024 | Jan. 09, 2024 | Mar. 31, 2024 | Jan. 31, 2024 | Jul. 31, 2023 | Dec. 31, 2023 | Jul. 12, 2023 | Jul. 11, 2023 | |
L1 Capital Global Opportunities Master Fund | |||||||||
Subsequent Event [Line Items] | |||||||||
Private placement | $ 10,000,000 | ||||||||
Private placement, description of transaction | divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into ordinary shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) USD 30 per ordinary share and (ii) 92% of the lowest daily volume weighted average price | ||||||||
L1 Capital Global Opportunities Master Fund | First Tranche | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt, amount | $ 4,000,000 | ||||||||
Conversion of debt, shares issued | 3,940,630 | ||||||||
Private placement | $ 5,000,000 | ||||||||
Anson Investments Master Fund | |||||||||
Subsequent Event [Line Items] | |||||||||
Private placement | $ 10,000,000 | ||||||||
Private placement, description of transaction | divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into ordinary shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) USD 30 per ordinary share and (ii) 92% of the lowest daily volume weighted average price | ||||||||
Anson Investments Master Fund | First Tranche | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt, amount | $ 4,175,000 | ||||||||
Conversion of debt, shares issued | 3,996,493 | ||||||||
Subsequent Event | L1 Capital Global Opportunities Master Fund | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt, amount | $ 1,000,000 | ||||||||
Conversion of debt, shares issued | 963,326 | ||||||||
Subsequent Event | L1 Capital Global Opportunities Master Fund | Third Tranche | |||||||||
Subsequent Event [Line Items] | |||||||||
Private placement | $ 5,000,000 | $ 5,000,000 | |||||||
Proceeds from line of credit | $ 5,000,000 | ||||||||
Private placement, description of transaction | to be issued and extending the SPA to include up to two additional tranches of funding with a maximum aggregate principal amount of notes of up to USD 5 million per tranche and having substantially similar terms as the third tranche notes as amended | ||||||||
Subsequent Event | L1 Capital Global Opportunities Master Fund | Second Tranche | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt, amount | $ 3,100,000 | ||||||||
Conversion of debt, shares issued | 1,822,516 | ||||||||
Private placement | 5,000,000 | ||||||||
Proceeds from line of credit | $ 5,000,000 | ||||||||
Subsequent Event | Anson Investments Master Fund | First Tranche | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt, amount | $ 825,000 | ||||||||
Conversion of debt, shares issued | 816,990 | ||||||||
Subsequent Event | Anson Investments Master Fund | Third Tranche | |||||||||
Subsequent Event [Line Items] | |||||||||
Private placement | $ 5,000,000 | ||||||||
Proceeds from line of credit | $ 5,000,000 | ||||||||
Private placement, description of transaction | to be issued and extending the SPA to include up to two additional tranches of funding with a maximum aggregate principal amount of notes of up to USD 5 million per tranche and having substantially similar terms as the third tranche notes as amended | ||||||||
Subsequent Event | Anson Investments Master Fund | Second Tranche | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt, amount | $ 3,000,000 | ||||||||
Conversion of debt, shares issued | 1,882,674 | ||||||||
Private placement | $ 5,000,000 | ||||||||
Proceeds from line of credit | $ 5,000,000 | ||||||||
Private placement, description of transaction | to be issued and extending the SPA to include a third tranche of funding with a maximum aggregate principal amount of notes of up to USD 5 million and having substantially similar terms as the second tranche notes as amended |