As filed with the U.S. Securities and Exchange Commission on September 24, 2024
Registration No. 333-276877
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Post-Effective Amendment No. 5
to
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
_____
SEALSQ Corp
(Exact name of registrant as specified in its charter)
______________________
British Virgin Islands (State or other jurisdiction of incorporation or organization) | 3674 (Primary Standard Industrial Classification Code Number) | N/A (I.R.S. Employer Identification No.) | ||
Avenue Louis-Casaï 58 1216 Cointrin, Switzerland (Address of principal executive offices) |
John O’Hara
Chief Financial Officer
SEALSQ Corp
Craigmuir Chambers, Road Town
Tortola, British Virgin Islands 1110
Tel: 011-41-22-594-3000
Fax: 011-41-22-594-3001
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
800-221-0102
(Name, address and telephone number of agent for service)
______________________
Copies to:
______________________
| Herman H. Raspé, Esq. | George Weston |
| Patterson Belknap Webb & Tyler LLP | Harney Westwood & Riegels LP |
| 1133 Avenue of the Americas | Craigmuir Chambers, PO Box 71, |
| New York, New York 10036 | Road Town, Tortola, |
| Tel: (212) 336-2000 | VG1110, British Virgin Islands |
| Tel: (284) 852 4333 |
______________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
______________________
DEREGISTRATION OF SECURITIES
We previously registered for resale, under a Registration Statement on Form F-1, as amended, Registration No. 333-276877 (the “Registration Statement”), by the selling security holders named therein, 45,000,000 of our ordinary shares, US$0.01 par value per ordinary share (collectively, the “Securities”), reserved for issuance upon (i) the conversion of our 4% discount convertible promissory notes and (ii) the exercise of our warrants, in each case issued on January 9, 2024. The Securities and Exchange Commission declared the Registration Statement effective on February 5, 2024. By filing this Post-Effective Amendment No. 5 to the Registration Statement, we hereby remove from registration all of the Securities that remain unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the removal from registration of such Securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cointrin, Switzerland on the 24th day of September, 2024.
SEALSQ Corp (Registrant) | ||
| By: | /s/ John O’Hara | |
| Name: | John O’Hara | |
| Title: | Chief Financial Officer | |
| By: | /s/ Carlos Moreira | |
| Name: | Carlos Moreira | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to registration statement has been signed by the following persons in the capacities indicated on September 24, 2024.
Signature | Title | |
/s/ Carlos Moreira | Chief Executive Officer and Director (Principal Executive Officer) | |
Carlos Moreira | ||
/s/ John O’Hara | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
John O’Hara | ||
| * | Director | |
Cristina Dolan | ||
| * | Director | |
David Fergusson | ||
| * | Director | |
Eric Pellaton | ||
| * | Director | |
Danil Kerimi | ||
| * | Director | |
Ruma Bose | ||
| * | Director | |
Peter Ward |
*By: | /s/ Carlos Moreira | |
| Carlos Moreira | ||
Attorney-in-Fact | ||
| *By: | /s/ John O’Hara | |
John O’Hara | ||
Attorney-in-Fact |
Authorized Representative
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this amendment to registration statement or amendment thereto in the City of New York, State of New York, on September 24, 2024.
| Cogency Global Inc. | ||
| By: | /s/ Colleen A. De Vries | |
| Name: | Colleen A. De Vries | |
| Title: | Senior Vice President | |