Cover
Cover | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 6-K | 6-K |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41709 | |
Entity Registrant Name | SEALSQ | SEALSQ CORP |
Entity Central Index Key | 0001951222 | |
Entity Address, Address Line One | Avenue Louis-Casaï 58 | |
Entity Address, City or Town | Cointrin | |
Entity Address, Country | CH | |
Entity Address, Postal Zip Code | 1216 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Net sales | $ 4,828 | $ 14,751 |
Cost of sales | (3,667) | (6,760) |
Depreciation of production assets | (228) | (201) |
Gross profit | 933 | 7,790 |
Other operating income | 9 | |
Research & development expenses | (2,393) | (1,492) |
Selling & marketing expenses | (2,653) | (2,441) |
General & administrative expenses | (4,777) | (4,145) |
Total operating expenses | (9,823) | (8,069) |
Operating loss | (8,890) | (279) |
Non-operating income | 465 | 180 |
Gain / (loss) on debt extinguishment | (100) | |
Interest and amortization of debt discount | (557) | (143) |
Non-operating expenses | (372) | (313) |
Loss before income tax expense | (9,454) | (555) |
Income tax expense | (1,304) | (320) |
Net loss | $ (10,758) | $ (875) |
Earnings per Ordinary Share (USD) | ||
Basic | $ (0.37) | $ (0.06) |
Diluted | $ (0.37) | $ (0.06) |
Other comprehensive loss, net of tax: | ||
Foreign currency translation adjustments | $ (8) | $ (4) |
Other comprehensive loss | (8) | (4) |
Comprehensive loss | $ (10,766) | $ (879) |
F Shares | ||
Earnings per Ordinary Share (USD) | ||
Basic | $ (1.87) | $ (0.29) |
Diluted | $ (1.87) | $ (0.29) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 18,858 | $ 6,895 |
Accounts receivable, net of allowance for credit losses | 1,565 | 5,053 |
Inventories | 2,772 | 5,231 |
Prepaid expenses | 471 | 605 |
Government assistance | 1,826 | 1,718 |
Other current assets | 625 | 765 |
Total current assets | 26,117 | 20,267 |
Noncurrent assets | ||
Deferred income tax assets | 1,775 | 3,077 |
Deferred tax credits | 63 | |
Property, plant and equipment, net of accumulated depreciation | 3,013 | 3,230 |
Intangible assets, net of accumulated amortization | ||
Operating lease right-of-use assets | 1,181 | 1,278 |
Other noncurrent assets | 85 | 83 |
Total noncurrent assets | 6,117 | 7,668 |
TOTAL ASSETS | 32,234 | 27,935 |
Current Liabilities | ||
Accounts payable | 6,904 | 6,963 |
Indebtedness to related parties, current | 1,278 | |
Deferred revenue, current | 2 | |
Current portion of obligations under operating lease liabilities | 355 | 336 |
Income tax payable | 2 | |
Other current liabilities | 34 | 138 |
Total current liabilities | 7,295 | 8,717 |
Noncurrent liabilities | ||
Bonds, mortgages and other long-term debt | 1,734 | 1,654 |
Convertible note payable, noncurrent | 9,313 | 1,519 |
Indebtedness to related parties, noncurrent | 7,478 | 9,695 |
Operating lease liabilities, noncurrent | 754 | 893 |
Employee benefit plan obligation | 436 | 426 |
Total noncurrent liabilities | 19,715 | 14,187 |
TOTAL LIABILITIES | 27,010 | 22,904 |
SHAREHOLDERS' EQUITY | ||
Common stock | 227 | 154 |
Additional paid-in capital | 35,616 | 24,730 |
Accumulated other comprehensive income / (loss) | 776 | 784 |
Accumulated deficit | (31,470) | (20,712) |
Total shareholders' equity | 5,224 | 5,031 |
TOTAL LIABILITIES AND EQUITY | 32,234 | 27,935 |
F Shares | ||
SHAREHOLDERS' EQUITY | ||
Common stock | $ 75 | $ 75 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 22,734,630 | 15,446,807 |
Common stock, shares outstanding | 22,734,630 | 15,446,807 |
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 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - 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, 2023 at Dec. 31, 2022 | $ 150 | $ 16,731 | $ (17,444) | $ 775 | $ 212 | |
Beginning balance, shares at Dec. 31, 2022 | 7,501,400 | 1,499,700 | ||||
Reverse recapitalization under common control | (188) | (188) | ||||
Reverse recapitalization under common control, shares | 100 | |||||
Indebtedness to related parties | 209 | 209 | ||||
Comprehensive income / (loss) | (874) | (4) | (878) | |||
As at June 30, 2024 at Jun. 30, 2023 | $ 150 | 16,752 | (18,318) | 771 | (645) | |
Beginning balance, shares at Jun. 30, 2023 | 7,501,500 | 1,499,700 | ||||
As at December 31, 2023 at Dec. 31, 2023 | $ 229 | 24,730 | (20,712) | 784 | 5,031 | |
Beginning balance, shares at Dec. 31, 2023 | 15,446,807 | 1,499,700 | ||||
Comprehensive income / (loss) | (10,758) | (8) | (10,766) | |||
Stock-based compensation | 42 | 42 | ||||
L1 SPA | $ 33 | 5,057 | 5,090 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,317,719 | |||||
Anson SPA | $ 40 | 5,787 | 5,827 | |||
Anson Facility, shares | 3,970,104 | |||||
As at June 30, 2024 at Jun. 30, 2024 | $ 302 | $ 35,616 | $ (31,470) | $ 776 | $ 5,224 | |
Beginning balance, shares at Jun. 30, 2024 | 22,734,630 | 1,499,700 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash Flows from operating activities: | |||
Net loss | $ (10,758) | $ (875) | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation of property, plant & equipment | 301 | 273 | |
Amortization of intangible assets | 1 | ||
Interest and amortization of debt discount | 557 | 143 | |
Loss on debt extinguishment | 100 | ||
Inventory valuation allowance | 243 | 257 | |
Bad debt expense | 19 | ||
Income tax expense, net of cash paid | 1,304 | 320 | |
Other non-cash expenses / (income) | |||
Expenses settled in equity | 131 | ||
Unrealized and non-cash foreign currency transactions | (42) | ||
Changes in operating assets and liabilities, net of effects of businesses acquired | |||
Decrease (increase) in accounts receivables | 3,488 | (1,252) | |
Decrease (increase) in inventories | 2,108 | (2,081) | |
Decrease (increase) in other current assets and prepaids, net | 275 | (52) | |
Decrease (increase) in government assistance | (107) | (488) | |
Decrease (increase) in other noncurrent assets, net | (2) | (5) | |
Increase (decrease) in accounts payable | (58) | 2,095 | |
Increase (decrease) in deferred revenue, current | 2 | ||
Increase (decrease) in income taxes payable | (2) | (2) | |
Increase (decrease) in other current liabilities | (105) | 77 | |
Increase (decrease) in defined benefit pension liability | 10 | 33 | |
Increase (decrease) in interest on debt owed to related parties | (35) | ||
Increase (decrease) in net balance owed to shareholders and their affiliates, excluding debt and interest on debt | (2,218) | 658 | |
Net cash provided by (used in) operating activities | (4,789) | (898) | |
Cash Flows from investing activities: | |||
Sale (acquisition) of property, plant and equipment | (89) | (1,677) | |
Net cash provided by (used in) investing activities | (89) | (1,677) | |
Cash Flows from financing activities: | |||
Proceeds from debt | 209 | ||
Repayment of indebtedness to related parties | (1,407) | ||
Payment of debt issue costs | (1,217) | ||
Proceeds from convertible loan issuance | 19,350 | ||
Net cash provided by (used in) financing activities | 16,726 | 209 | |
Effect of exchange rate changes on cash and cash equivalents | 115 | 169 | |
Cash and cash equivalents | |||
Net increase (decrease) during the period | 11,963 | (2,197) | |
Balance, beginning of period | 6,895 | 4,057 | $ 4,057 |
Cash and cash equivalents balance, end of period | 18,858 | 1,860 | $ 6,895 |
Supplemental cash flow information | |||
Cash paid for incomes taxes | |||
Non-cash conversion of convertible loans into common stock | 10,725 | ||
ROU assets obtained from operating lease | $ 62 | $ 65 |
The SEALSQ Group
The SEALSQ Group | 6 Months Ended |
Jun. 30, 2024 | |
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 SEALSQ France (formerly WISeKey Semiconductors SAS), a private joint stock company (French Simplified Joint Stock Company), and its subsidiaries. Prior to that acquisition, SEALSQ did not have any operations. As further described in the notes below, the acquisition qualified as a reverse recapitalization. SEALSQ designs, develops and markets secure semiconductors worldwide as a fabless manufacturer. It provides added security and authentication layers on its semiconductors which can be tailored to customers’ needs. As an advanced chip designer, the Group holds the intellectual property (IP) for the semiconductors it sells. SEALSQ is also accredited as a Product Attestation Authority (PAA) and, as such, can issue MATTER Device Attestation Certificates (DAC). The Group anticipates being able to generate profits in the near future thanks to the increased focus on the security and authentication of IT components and networks. |
Future operations and going con
Future operations and going concern | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Future operations and going concern | Note 2. Future operations and going concern The Group recorded a loss from operations in this reporting period and the accompanying condensed consolidated financial statements have been prepared assuming that the Group will continue as a going concern. The Group incurred a net operating loss of USD 8.9 18.8 , We note that, historically, the Group has been dependent on financing to augment the operating cash flow to cover its cash requirements. Based on the foregoing, Management believe it is correct to present these figures on a going concern basis. |
Basis of presentation
Basis of presentation | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Note 3. Basis of presentation The condensed consolidated financial statements are prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (“ US GAAP USD These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Group’s annual financial statements for the year ended December 31, 2023, as filed in the 20-F on March 21, 2024. The Group’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the annual consolidated financial statements of the Group as of December 31, 2023, contained in the Group’s Annual Report have been applied consistently in these unaudited condensed consolidated financial statements. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 4. Summary of significant accounting policies Recent Accounting Pronouncements Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated: As of January 1, 2024, the Group adopted Accounting Standards Update (ASU) 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. ASU 2023-01 requires 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. 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 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 | 6 Months Ended |
Jun. 30, 2024 | |
Risks and Uncertainties [Abstract] | |
Concentration of credit risks | Note 5. Concentration of credit risks Financial instruments that are potentially subject to credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Our cash is held with large financial institutions. Management believes that the financial institutions that hold our investments are financially sound and accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Group sells to large, international customers and, as a result, may maintain individually significant trade accounts receivable balances with such customers during the year. We generally do not require collateral on trade accounts receivable. Summarized below are the clients whose revenue were 10% or higher than the respective total consolidated net sales for the 6 months ended June 30, 2024 or 2023, and the clients whose trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance as at June 30, 2024 and, or December 31, 2023. 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 Unaudited 6 months ended June 30, As at June 30, As at December 31, Receivables 2024 2023 2024 (unaudited) 2023 Multinational electronics contract manufacturing company 4 22 - 15 Multinational telecommunication & hardware manufacturing company - - - 12 International digital security company 1 12 - - International software services provider 1 5 - 14 International computer and hardware manufacturer 22 3 65 12 International equipment and software manufacturer - 3 - 19 International electronic components manufacturer 12 8 - - |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 (unaudited) As at December 31, 2023 Fair value level USD'000 Carrying amount Fair value Carrying amount Fair value Note ref. Fair Value of Financial Instruments Level 3 Accounts receivable Accounts Receivable 1,565 1,565 5,053 5,053 3 8 Accounts payable Accounts Payable 6,904 6,904 6,963 6,963 3 16 Indebtedness to related parties, current Indebtedness to Related Parties, Current - - 1,278 1,278 3 19 Bonds, mortgages and other long-term debt 1,734 1,734 1,654 1,654 3 18 Convertible note payable, noncurrent Convertible Note Payable, Noncurrent 9,313 10,413 1,519 1,846 3 18 Indebtedness to related parties, noncurrent Indebtedness to Related Parties, Noncurrent 7,478 7,478 9,695 9,695 3 19 In addition to the methods and assumptions we use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following methods and assumptions to estimate the fair value of our financial instruments: - Accounts receivable – carrying amount approximated fair value due to their short-term nature. - Accounts payable – carrying amount approximated fair value due to their short-term nature. - Indebtedness to related parties, current – carrying amount approximated fair value. - Bonds, mortgages and other long-term debt - carrying amount approximated fair value. - 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. |
Cash and cash equivalents
Cash and cash equivalents | 6 Months Ended |
Jun. 30, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | Note 7. Cash and cash equivalents Cash consists of deposits held at major banks. |
Accounts receivable
Accounts receivable | 6 Months Ended |
Jun. 30, 2024 | |
Credit Loss [Abstract] | |
Accounts receivable | Note 8. Accounts receivable The breakdown of the accounts receivable balance is detailed below: Accounts Receivable - Schedule of Accounts Receivable As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Trade accounts receivable 1,634 5,103 Allowance for credit losses (69) (50) Total accounts receivable net of allowance for credit losses 1,565 5,053 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 9. Inventories Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Raw materials 635 1,025 Work in progress 151 4,206 Finished goods 1,986 - Total inventories 2,772 5,231 |
Government assistance
Government assistance | 6 Months Ended |
Jun. 30, 2024 | |
Government Assistance [Abstract] | |
Government assistance | Note 10. Government assistance SEALSQ France SAS (formerly WISeKey Semiconductors SAS) is eligible for research tax credits provided by the French government. As at June 30, 2024, and December 31, 2023, the receivable balances in respect of these research tax credits owed to the Group were respectively USD 1,825,698 1,718,248 749,860 1,075,838 |
Other current assets
Other current assets | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | Note 11. Other current assets Other current assets consisted of the following: Other Current Assets - Schedule of Other Current Assets As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Value-Added Tax Receivable 390 415 Advanced payment to suppliers 209 346 Deposits, current 5 4 Other current assets 21 - Total other current assets 625 765 |
Property, plant and equipment
Property, plant and equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Note 12. Property, plant and equipment Property, plant and equipment, net consisted of the following: Property, Plant and Equipment - Schedule of Property, Plant and Equipment As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Machinery & equipment Machinery & Equipment 13,309 13,275 Office equipment and furniture Office Equipment and Furniture 2,321 2,321 Computer equipment and licenses Computer Equipment and Licenses 760 710 Total property, plant and equipment gross 16,390 16,306 Accumulated depreciation for: Machinery & equipment (10,476) (10,241) Office equipment and furniture (2,300) (2,279) Computer equipment and licenses (601) (556) Total accumulated depreciation (13,377) (13,076) Total property, plant and equipment, net 3,013 3,230 Depreciation charge for the 6 months ended June 30, 301 273 In the six months ended June 30, 2024 , The useful economic life of property plant and equipment is as follow: · Office equipment and furniture: 2 5 · Production masks 5 · Production tools 3 · Licenses 3 · Software 1 Software Production Tools Minimum Maximum |
Intangible assets
Intangible assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Note 13. Intangible assets Intangible assets and future amortization expenses consisted of the following: Intangible Assets - Schedule of Finite-Lived Intangible Assets As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 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) (1,699) Other intangibles Other Intangibles (923) (923) Total accumulated amortization (4,903) (4,903) Total intangible assets subject to amortization, net - - Total intangible assets, net - - Amortization charge for the 6 months ended June 30, - 1 The useful economic life of intangible assets is as follow: · Patents: 5 10 · License agreements: 1 3 · Other intangibles: 5 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Note 14. Leases The Group has historically entered into a number of lease arrangements under which it is the lessee. As at June 30, 2024, the SEALSQ Group holds four operating leases. The operating leases relate to premises. We do not sublease. All of our operating leases include multiple optional renewal periods which are not reasonably certain to be exercised. During the six months ended June 30, 2024 and 2023, we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs Unaudited 6 months ended June 30, USD'000 2024 2023 Operating lease cost: Fixed rent expense 171 172 Short-term lease cost - - Net lease cost 171 172 Lease cost - Cost of sales - - Lease cost - General & administrative expenses General & Administrative Expenses 171 172 Net lease cost 171 172 In the six months ended June 30, 2024, and in the year ended December 31, 2023, we had the following cash and non-cash activities associated with our leases: Leases - Schedule of Cash and Non-Cash Activities Associated with Leases As at June 30, As at December 31, USD'000 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 169 314 Non-cash investing and financing activities: Net lease cost 171 172 Additions to ROU assets obtained from: New operating lease liabilities 62 66 The following table provides the details of right-of-use assets and lease liabilities as at June 30, 2024, and as at December 31, 2023: Leases - Schedule of Right-Of-Use Assets and Lease Liabilities As at June 30, 2024 As at December 31, 2023 USD'000 Right-of-use assets: Operating leases 1,181 1,278 Total right-of-use assets 1,181 1,278 Lease liabilities: Operating leases 1,109 1,229 Total lease liabilities 1,109 1,229 As at June 30, 2024, future minimum annual lease payments were as follows, which corresponds to the future minimum lease payments under legacy ASC 840 in line with ASU 2018-11. Leases - Schedule of Future Minimum Lease Payments Other Liabilities USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2024 170 - - 170 2025 332 - - 332 2026 303 - - 303 2027 298 - - 298 2028 and beyond 163 - - 163 Total future minimum lease payments 1,266 - - 1,266 Less effects of discounting (157) - - (157) Lease liabilities recognized 1,109 - - 1,109 As at June 30, 2024 the weighted-average remaining lease term was 3.95 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 at June 30, 2024 was 5.43 |
Other noncurrent assets
Other noncurrent assets | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other noncurrent assets | Note 15. Other noncurrent assets Other noncurrent assets consisted of noncurrent deposits. Deposits are primarily made up of rental deposits on the premises rented by the Group. |
Accounts payable
Accounts payable | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accounts payable | Note 16. Accounts payable The accounts payable balance consisted of the following: Accounts Payable - Schedule of Accounts Payable As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Trade creditors 2,470 3,299 Accounts payable to shareholders 1,982 1,378 Accounts payable to Board Members 224 - Accounts payable to underwriters, promoters, and employees 812 1,150 Other accounts payable 1,416 1,136 Total accounts payable 6,904 6,963 Accounts payable to shareholders consist of short-term payables due to WISeKey International Holding AG in relation to interest on outstanding loans and the recharge of management services (see Notes 19 and 30). Accounts payable to underwriters, promoters and employees consist primarily of payable balances to employees in relation to holidays, bonus and 13th month accruals across the Group. Other accounts payable are mostly accruals of social charges in relation to the accrued liability to employees. |
Other current liabilities
Other current liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Other current liabilities | Note 17. Other current liabilities Other current liabilities consisted of the following: Other Current Liabilities - Schedule of Other Current Liabilities As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Other tax payable 6 13 Customer contract liability, current 28 125 Total other current liabilities 34 138 |
Bonds, mortgages and other long
Bonds, mortgages and other long-term debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Bonds, mortgages and other long-term debt | Note 18. Bonds, mortgages and other long-term debt Production Capacity Investment Loan Agreement In November 2022, SEALSQ entered into a loan agreement with a third-party client to borrow funds for the purpose of increasing their production capacity. Under the terms of the Agreement, the client has lent to SEALSQ a total of USD 2 At inception in November 2022, a debt discount totaling USD 511,128 As at June 30, 2024, SEALSQ has not repaid any amount. The loan balance remains USD 2 266,044 1,733,956 The Group recorded a debt discount amortization expense of USD 80,160 Share Purchase Agreement with L1 Capital Global Opportunities Master Fund On July 11, 2023, the Group entered into a Securities Purchase Agreement (the “ L1 SPA 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) a fixed conversion price of USD 30 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the 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 SPA 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 SPA 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 SPA, upon each tranche closing under the L1 SPA, 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 L1 Warrant 8,000,000 114,832 250,000 200,000 The First L1 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 On January 9, 2024, SEALSQ and L1 entered into an Amendment to the Securities Purchase Agreement (the “ First L1 Amendment 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) a fixed conversion price of USD 4 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55 Additionally, per the terms of the L1 Amendment, upon each tranche closing under the L1 SPA, SEALSQ will grant L1 the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 4, with no option to reset. 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. The second tranche of USD 5 5 Second L1 Note convertible into SEALSQ’s Ordinary Shares, and (ii) 1,144,339 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity Second L1 Warrant 45,000,000 70,279 250,000 200,000 The Second L1 Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 709,490 1.60 4,594,061 668,882 277,433 42,846 1,146,315 On March 1 ,2024, SEALSQ and L1 entered into the Second Amendment to the Securities Purchase Agreement (the “ Second L1 Amendment 10 divided into two equal tranches, in the form of Senior Unsecured Original Issue 2.5% 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) a fixed conversion price of USD 5.5 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 93% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55 Additionally, per the terms of the L1 Second Amendment, upon each tranche closing under the L1 SPA, SEALSQ will grant L1 the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 5.5, with no option to reset. 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. The third tranche of USD 5 5 Third L1 Note convertible into SEALSQ’s Ordinary Shares, and (ii) 768,679 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity Third L1 Warrant 53,184 250,000 125,000 The Third L1 Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 553,449 1.98 4,549,701 . 542,262 270,303 32,881 937,565 During the six months ended June 30, 2024, L1 converted a total of USD 1 3.9 3,317,720 246,825 1,009,178 As at June 30, 2024, the unconverted balance was USD 1.1 5 998,871 5,101,129 Share Purchase Agreement with Anson Investments Master Fund On July 11, 2023, the Group entered into a Securities Purchase Agreement (the “ Anson SPA 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, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily VWAP of the Ordinary Shares during the ten trading days immediately preceding the notice of partial or full conversion of the Note, with a floor price of USD 2.50. The covenants include the requirement for the Group to maintain a minimum cash balance of USD 4 million and to ensure that indebtedness of the Group does not exceed 15% of the average market capitalization Due to Anson’s option to convert the loan in part or in full at any time before maturity, the Anson SPA 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 SPA 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 SPA, upon each tranche closing under the Anson SPA, 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 Anson Warrant 8,000,000 64,832 250,000 200,000 The First Anson Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 632,976 11.42 4,987,363 563,112 279,375 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 On January 9, 2024, SEALSQ and Anson entered into an Amendment to the Securities Purchase Agreement (the “ First Anson Amendment 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) a fixed conversion price of USD 4 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55 Additionally, per the terms of the Anson Amendment, upon each tranche closing under the Anson SPA, SEALSQ will grant Anson the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 4, with no option to reset. 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. The Second tranche of USD 5 5 Second Anson Note convertible into SEALSQ’s Ordinary Shares, and (ii) 1,144,339 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity Second Anson Warrant 45,000,000 . 55,279 250,000 200,000 The Second Anson Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 709,490 1.60 4,594,171 668,868 264,441 40,838 1,133,309 On March 1, 2024, SEALSQ and Anson signed a second Amendment to Securities Purchase Agreement (the “ Second Anson Amendment 10 divided into two equal tranches, in the form of Senior Unsecured Original Issue 2.5% 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) a fixed conversion price of USD 5.5 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 93% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55 Additionally, per the terms of the Anson Second Amendment, upon each tranche closing under the Anson SPA, SEALSQ will grant Anson the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 5.5, with no option to reset. 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. The Third tranche of USD 5 5 Third Anson Note convertible into SEALSQ’s Ordinary Shares, and (ii) 768,679 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity Third Anson Warrant 38,184 250,000 125,000 The Third Anson Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 553,449 1.98 4,549,701 542,262 256,930 31,254 924,192 During the six months ended June 30, 2024 , 825,000 5 3,970,104 200,923 1,204,299 As at June 30, 2024, the unconverted balance on the Third Anson Note was USD 5 787,720 4,212,280 |
Indebtedness to related parties
Indebtedness to related parties | 6 Months Ended |
Jun. 30, 2024 | |
Indebtedness To Related Parties | |
Indebtedness to related parties | Note 19. 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 3,211,668 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 WISeKey International Holding AG 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 In 2024, the group repaid the current debt owed to WISeKey in full for a total amount of USD 1,449,911 129,691 29,406 100,285 The group also repaid some of the noncurrent debts owed to WISeKey. As at June 30, 2024, the Group owed WISeKey and WISeKey’s affiliates noncurrent debts in an aggregate amount of USD 7,477,594 44,943 As at June 30, 2024, the Group also held an accounts payable balance of USD 1,981,933 |
Employee benefit plans
Employee benefit plans | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Note 20. Employee benefit plans Defined benefit post-retirement plan As at June 30, 2024, the Group maintained one defined benefit post retirement plan for the employees of SEALSQ France SAS (formerly WISeKey Semiconductors SAS). The plan is and was considered a defined benefit plan and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the service period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore, the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference or unfunded status represents the pension liability. The Group records net service cost as an operating expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss. The liabilities and annual income or expense of the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined based on prevailing market prices. The defined benefit pension plan maintained by SEALSQ France SAS, and its 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 June 30, 2024 is based on annual personnel costs and assumptions as of December 31, 2023. The expected future cash flows to be paid by the Group for employer contribution for the year ended December 31, 2024, are USD 38,000 Movement in Funded Status 6 months ended June 30, USD'000 2024 2023 Net Service cost 18 19 Interest cost / (credit) 6 7 Total Net Periodic Benefit Cost / (credit) 24 26 Employer contributions paid in the period (19) (13) Total Cashflow (19) (13) |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 21. Commitments and contingencies Lease commitments The future payments due under leases are shown in Note 14. Guarantees Our software and hardware product sales agreements generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual property rights. Certain of our product sales agreements also include provisions indemnifying customers against liabilities in the event we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification agreements due to our lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in our condensed consolidated financial statements. |
Stockholders_ equity
Stockholders’ equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders’ equity | Note 22. Stockholders’ equity Stockholders’ equity consisted of the following: Stockholders' Equity - Schedule of Stock by Class SEALSQ Corp SEALSQ Corp As at June 30, 2024 As at December 31, 2023 Share Capital Ordinary Shares F Shares Ordinary Shares F Shares Par value per share USD 0.01 USD 0.05 USD 0.01 USD 0.05 Share capital (in USD) 227,346 74,985 154,468 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 22,734,630 1,499,700 15,446,807 1,499,700 Total number of fully paid-in outstanding shares 22,734,630 1,499,700 15,446,807 1,499,700 Total share capital (in USD) 302,331 229,453 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 23. 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 Revenue recognized At one point in time Total (unaudited) At One Point in Time 6 months ended June 30, 6 months ended June 30, USD'000 2024 2023 2024 2023 Secure Microcontrollers Segment Secure chips Upon delivery 3,872 10,156 3,872 10,156 Total Secure Microcontrollers Segment 3,872 10,156 3,872 10,156 All Other Segment Secure chips Upon delivery 956 4,595 956 4,595 Total All Other Segment 956 4,595 956 4,595 Total Revenue 4,828 14,751 4,828 14,751 For the six months ended June 30, 2024 and 2023, 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 Unaudited 6 months ended June 30, USD'000 2024 2023 Secure Microcontrollers Segment North America North America 2,950 7,956 Europe, Middle East and Africa Europe, Middle East and Africa 589 1,388 Asia Pacific Asia Pacific 333 812 Total Secure Microcontrollers segment revenue 3,872 10,156 All Other Segment North America 108 418 Europe, Middle East and Africa 291 3,033 Asia Pacific 557 1,144 Total All Other segment revenue 956 4,595 Total net sales 4,828 14,751 Contract assets, deferred revenue and contract liability Our contract assets, deferred revenue and contract liability consist of: Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Trade accounts receivable Trade accounts receivable - Secure Microcontrollers Segment Secure Microcontrollers Segment 1,255 3,553 Trade accounts receivable - All Other Segment All Other Segment 310 1,550 Total trade accounts receivable 1,565 5,103 Customer contract liabilities Customer contract liabilities - current 28 125 Total customer contract liabilities 28 125 Deferred revenue Deferred revenue - Secure Microcontrollers Segment 2 - Total deferred revenue 2 - Increases or decreases in trade accounts receivable, contract assets, deferred revenue and contract liability were primarily due to normal timing differences between our performance and customer payments. Remaining performance obligations As of June 30, 2024, approximately USD 1,799 |
Stock-based compensation
Stock-based compensation | 6 Months Ended |
Jun. 30, 2024 | |
Compensation Related Costs [Abstract] | |
Stock-based compensation | Note 24. 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 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. In the 6 months to June 30, 2024, the Group granted a total of 36,937 The options granted consisted of 36,937 The options granted were valued at grant date using the Black-Scholes model. There was no grant of options on F Shares under the FSOP in the six months ended June 30, 2024. 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 a similar size) share price volatility. In the six months ended June 30, 2024, a total charge of USD 42,095 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 June 30, 2024 June 30, 2023 Dividend yield None None Risk-free interest rate used (average) 1.00 1.00 Expected market price volatility 65.31 73.19 Average remaining expected life of stock options on F Shares (years) 5.69 6.69 Average remaining expected life of stock options on Ordinary Shares (years) 6.91 n/a Unvested options to employees as at June 30, 2024 were recognized prorata temporis over the service period (grant date to vesting date). The following tables illustrate the development of the Group’s non-vested options in F Shares and Ordinary Shares for the six months ended June 30, 2024. 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, 2022 — — Granted 77 6.39 Vested 77 6.39 Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2023 — — Granted - - Vested - - Non-vested forfeited or cancelled - - Non-vested options as at June 30, 2024 — — Non-vested options on Ordinary Shares Number of Ordinary Shares under options Weighted-average grant date fair value (USD) Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2022 — — Granted - - Vested - - Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2023 — — Granted 36,937 1.14 Vested 36,937 1.14 Non-vested forfeited or cancelled - - Non-vested options as at June 30, 2024 — — The following tables summarize the Group’s stock option activity for the six months ended June 30, 2024. Options on F Shares SEAL F Shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2022 — — — — Of which vested - - - - Granted 77 0.05 - - Outstanding as at December 31, 2023 77 0.05 6.19 19 Of which vested 77 0.05 6.19 19 Granted - - - - Outstanding as at June 30, 2024 77 0.05 5.69 9 Of which vested 77 0.05 5.69 9 Options on Ordinary Shares SEAL Ordinary Shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2022 — — — — Of which vested - - - - Granted - - - - Outstanding as at December 31, 2023 — — — — Of which vested - - - - Granted 36,937 0.01 - - Outstanding as at June 30, 2024 36,937 0.01 6.91 29,804 Of which vested 36,937 0.01 6.91 29,804 Summary of stock-based compensation expenses Stock-Based Compensation - Schedule of Compensation Expense Stock-based compensation expenses Unaudited 6 months ended June 30, USD 2024 2023 In relation to Employee Stock Option Plans (ESOP) 42 — In relation to non-ESOP Option Agreements — — Total 42 — Stock-based compensation expenses are recorded under the following expense categories in the income statement. Stock-based compensation expenses Unaudited 6 months ended June 30, USD'000 2024 2023 Research & development expenses — — Selling & marketing expenses — — General & administrative expenses 42 — Total 42 — |
Non-operating income
Non-operating income | 6 Months Ended |
Jun. 30, 2024 | |
Other Income and Expenses [Abstract] | |
Non-operating income | Note 25. Non-operating income Non-operating income consisted of the following: Non-Operating Income - Schedule of Non-Operating Income Unaudited 6 months ended June 30, USD'000 2024 2023 Foreign exchange gain 204 125 Interest income 254 55 Other 7 - Total non-operating income 465 180 |
Non-operating expenses
Non-operating expenses | 6 Months Ended |
Jun. 30, 2024 | |
Non-operating Expenses | |
Non-operating expenses | Note 26. Non-operating expenses Non-operating expenses consisted of the following: Non-Operating Expenses - Schedule of Non-Operating Expenses Unaudited 6 months ended June 30, USD'000 2024 2023 Foreign exchange losses 3 253 Financial charges 2 2 Interest expense 361 52 Other 6 6 Total non-operating expenses 372 313 |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 27. Income taxes 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 June 30, 2024, the Group assessed that the recoverability of its deferred tax assets still partially satisfied the “more likely than not” recognition criteria under ASC 740, but that it would spread over more years than initially calculated. The Group considered its recent operating results and anticipated future taxable income in assessing the need for its valuation allowance and assessed that the valuation allowance should be increased to reflect the expected delay in the recoverability of its deferred tax assets, as 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 June 30, As at December 31, USD'000 2024 (unaudited) 2023 Switzerland Switzerland - - Foreign Foreign 1,775 3,077 Deferred income tax assets / (liabilities) 1,775 3,077 Deferred tax assets and liabilities As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Defined benefit accrual (3) (3) Tax loss carryforwards 6,710 4,468 Add back loss carryforwards used for the debt remission 803 828 Valuation allowance (5,735) (2,216) Deferred tax assets / (liabilities) 1,775 3,077 |
Segment reporting
Segment reporting | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment reporting | Note 28. Segment reporting The Group has one operating segment that meets the criteria set in ASC 280-10-50: Secure Microcontrollers. The Group’s chief operating decision maker, who is its Chief Executive Officer, reviews financial performance of this operating segment for purposes of allocating resources and assessing budgets and performance. The remaining non-reportable operating segments and other business activities that are not identified as operating segments are combined and disclosed in an “all other” standalone category. The Secure Microcontrollers segment encompasses the design, manufacturing, sales and distribution of high-end, Common Criteria EAL5+ & FIPS 140-3-certified secure microprocessors. Unaudited 6 months ended June 30, 2024 2023 Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Revenues from external customers 3,872 956 4,828 10,156 4,595 14,751 Intersegment revenues - 1,084 1,084 - 231 231 Interest revenue 204 50 254 38 17 55 Interest expense 290 71 361 36 16 52 Depreciation and amortization 241 60 301 190 86 275 Segment income /(loss) before income taxes (4,180) (5,222) (9,402) 718 (1,262) (544) Profit / (loss) from intersegment sales - 52 52 - 11 11 Income tax recovery / (expense) (1,046) (258) (1,304) - (320) (320) Segment assets 12,732 23,938 36,670 13,279 7,864 24,148 Unaudited 6 months ended June 30, 2024 2023 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 5,912 14,982 Elimination of intersegment revenue Intersegment (1,084) (231) Total consolidated revenue 4,828 14,751 Loss reconciliation Total loss from reportable segments (9,402) (544) Elimination of intersegment profits (52) (11) Loss before income taxes (9,454) (555) As at June 30, 2024 2023 USD'000 USD'000 Asset reconciliation Total assets from reportable segments Reportable Segments 36,670 24,148 Elimination of intersegment receivables Intersegment (4,436) (71) Consolidated total assets 32,234 24,077 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 Unaudited 6 months ended June 30, USD'000 2024 2023 North America 3,058 8,374 Europe, Middle East & Africa 880 4,421 Asia Pacific 890 1,956 Total net sales 4,828 14,751 Property, plant and equipment, net of depreciation, by region As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Europe, Middle East & Africa 3,013 3,230 Total Property, plant and equipment, net of depreciation 3,013 3,230 |
Loss per share
Loss per share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings per Ordinary Share (USD) | |
Loss per share | Note 29. 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 Unaudited 6 months ended June 30, Earnings / (loss) per share 2024 2023 Net loss (USD'000) (10,758) (875) Effect of potentially dilutive instruments on net earnings (USD'000) n/a n/a Net loss after effect of potentially dilutive instruments (USD'000) (10,758) (875) Ordinary Shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 21,199,165 7,501,500 Effect of potentially dilutive equivalent shares n/a n/a Weighted average shares outstanding - diluted 21,199,165 7,501,500 Net earnings / (loss) per Ordinary Share Basic weighted average loss per share (USD) (0.37) (0.06) Diluted weighted average loss per share (USD) (0.37) (0.06) F Shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 1,499,700 1,499,700 Effect of potentially dilutive equivalent shares n/a n/a Weighted average shares outstanding - diluted 1,499,700 1,499,700 Net earnings / (loss) per F Share Basic weighted average loss per share (USD) (1.87) (0.29) Diluted weighted average loss per share (USD) (1.87) (0.29) |
Legal proceedings
Legal proceedings | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal proceedings | Note 30. Legal proceedings We are currently not party to any legal proceedings and claims that are not provided for in our financial statements. Starting in 2023 until April 2024, the French customs authorities carried out an audit of our exportation documents and found some administrative errors. In June 2024, we submitted observations to the French customs authorities contesting the legal qualification of the infringement notified. As at June 30, 2024, the French customs authorities have not yet disclosed their conclusion or a course of action in relation to their findings. We note that the administrative errors identified in our exportation documents had no financial impact on our current or historical financial statements and did not result in any error or misstatement in our historical financial statements. However, management believes that there is a reasonable possibility that a penalty may be incurred in relation to this matter, but a reasonable estimate of such loss cannot be made as at June 30, 2024. |
Related parties disclosure
Related parties disclosure | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related parties disclosure | Note 31. Related parties disclosure Subsidiaries As at June 30, 2024, the condensed consolidated financial statements of the Group include the entities listed in the following table: Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest Group Company Name Country of incorporation Year of incorporation Share Capital % ownership % ownership Nature of business SEALSQ France SAS France 2010 EUR 1,473,162 100.0 100.0 Chip manufacturing, sales & distribution WISeKey IoT Japan KK Japan 2017 JPY 1,000,000 100.0 100.0 Sales & distribution WISeKey IoT Taiwan Taiwan 2017 TWD 100,000 100.0 100.0 Sales & distribution Related party transactions and balances Receivables as at Payables as at Net expenses to Net income from Related Parties June 30, December 31, June 30, December 31, in the 6 months ended June 30, in the 6 months ended June 30, (in USD'000) 2024 (unaudited) 2023 2024 (unaudited) 2023 2024 (unaudited) 2023 (unaudited) 2024 (unaudited) 2023 (unaudited) 1 John O’Hara - - 158 - - - - - 2 Ruma Bose - - 33 28 28 - - - 3 Cristina Dolan - - 5 - 12 - - - 4 David Fergusson - - - - 9 - - - 5 Danil Kerimi - - 22 8 44 - - - 6 Eric Pellaton - - 5 - 13 - - - 7 WISeKey International Holding AG - - 4,643 7,100 2,066 1,898 - - 8 WISeKey SA - - 551 - 510 - - - 9 WISeKey USA Inc - - - 981 - 492 - - 10 WISeKey Semiconductors GmbH - - 849 881 84 81 - - 11 WISeCoin AG - - 3,417 3,389 37 37 - - Total - - 9,683 12,387 2,803 2,508 - - 1. John O’Hara is a member of the Board and the CFO of SEALSQ Corp. A short-term payable to John O’Hara in an amount of USD 158,314 was outstanding as at June 30, 2024, made up of accrued bonuses. 2. Ruma Bose is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to her Board fee. 3. Cristina Dolan is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to her Board fee. 4. David Fergusson is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement the six months ended June 30, 2024 relate to his Board fee. 5. Danil Kerimi is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to his Board fee. 6. Eric Pellaton is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to his Board fee. 7. WISeKey International Holding AG has a controlling interest in the SEALSQ Group . . 8. WISeKey SA is part of the group headed by WISeKey International Holding AG (the “WISeKey Group 9. 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. in the six months ended June 30, 2024 relate to the recharge of employee costs. 10. WISeKey Semiconductors GmbH is part of the WISeKey Group and employs sales staff who work for the SEALSQ Group. The expenses in relation to WISeKey Semiconductors GmbH in the six months ended June 30, 2024 relate to the recharge of employee costs . 11. WISeCoin AG is part of the WISeKey Group. The expenses recorded in the six months ended June 30, 2024 relate to interest on an outstanding loan. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 32. Subsequent events L1 SPA Subsequent Event Private Placement After June 30, 2024, L1 converted the remaining balance of USD 1.1 450,000 4,103,597 Anson SPA After June 30, 2024, Anson converted USD 450,000 1,275,000 |
Impacts of ongoing conflicts
Impacts of ongoing conflicts | 6 Months Ended |
Jun. 30, 2024 | |
Impacts Of Ongoing Conflicts | |
Impacts of ongoing conflicts | Note 33. 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 June 30, 2024, 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 June 30, 2024, SEALSQ has assessed the consequences of the war for its financial disclosures and considered the impacts on key judgments and significant estimates, and has concluded that no changes were required. SEALSQ will continue to monitor these areas of increased risk for material changes. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
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, 2024, the Group adopted Accounting Standards Update (ASU) 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. ASU 2023-01 requires 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. 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 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) | 6 Months Ended |
Jun. 30, 2024 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor | Revenue concentration Receivables concentration Revenue Unaudited 6 months ended June 30, As at June 30, As at December 31, Receivables 2024 2023 2024 (unaudited) 2023 Multinational electronics contract manufacturing company 4 22 - 15 Multinational telecommunication & hardware manufacturing company - - - 12 International digital security company 1 12 - - International software services provider 1 5 - 14 International computer and hardware manufacturer 22 3 65 12 International equipment and software manufacturer - 3 - 19 International electronic components manufacturer 12 8 - - |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis | As at June 30, 2024 (unaudited) As at December 31, 2023 Fair value level USD'000 Carrying amount Fair value Carrying amount Fair value Note ref. Fair Value of Financial Instruments Level 3 Accounts receivable Accounts Receivable 1,565 1,565 5,053 5,053 3 8 Accounts payable Accounts Payable 6,904 6,904 6,963 6,963 3 16 Indebtedness to related parties, current Indebtedness to Related Parties, Current - - 1,278 1,278 3 19 Bonds, mortgages and other long-term debt 1,734 1,734 1,654 1,654 3 18 Convertible note payable, noncurrent Convertible Note Payable, Noncurrent 9,313 10,413 1,519 1,846 3 18 Indebtedness to related parties, noncurrent Indebtedness to Related Parties, Noncurrent 7,478 7,478 9,695 9,695 3 19 |
Accounts receivable (Tables)
Accounts receivable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Credit Loss [Abstract] | |
Accounts Receivable - Schedule of Accounts Receivable | The breakdown of the accounts receivable balance is detailed below: Accounts Receivable - Schedule of Accounts Receivable As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Trade accounts receivable 1,634 5,103 Allowance for credit losses (69) (50) Total accounts receivable net of allowance for credit losses 1,565 5,053 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories - Schedule of Inventories, Current | Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Raw materials 635 1,025 Work in progress 151 4,206 Finished goods 1,986 - Total inventories 2,772 5,231 |
Other current assets (Tables)
Other current assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets - Schedule of Other Current Assets | Other current assets consisted of the following: Other Current Assets - Schedule of Other Current Assets As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Value-Added Tax Receivable 390 415 Advanced payment to suppliers 209 346 Deposits, current 5 4 Other current assets 21 - Total other current assets 625 765 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment - Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following: Property, Plant and Equipment - Schedule of Property, Plant and Equipment As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Machinery & equipment Machinery & Equipment 13,309 13,275 Office equipment and furniture Office Equipment and Furniture 2,321 2,321 Computer equipment and licenses Computer Equipment and Licenses 760 710 Total property, plant and equipment gross 16,390 16,306 Accumulated depreciation for: Machinery & equipment (10,476) (10,241) Office equipment and furniture (2,300) (2,279) Computer equipment and licenses (601) (556) Total accumulated depreciation (13,377) (13,076) Total property, plant and equipment, net 3,013 3,230 Depreciation charge for the 6 months ended June 30, 301 273 |
Intangible assets (Tables)
Intangible assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets - Schedule of Finite-Lived Intangible Assets | Intangible assets and future amortization expenses consisted of the following: Intangible Assets - Schedule of Finite-Lived Intangible Assets As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 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) (1,699) Other intangibles Other Intangibles (923) (923) Total accumulated amortization (4,903) (4,903) Total intangible assets subject to amortization, net - - Total intangible assets, net - - Amortization charge for the 6 months ended June 30, - 1 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases - Schedule of Lease Costs | During the six months ended June 30, 2024 and 2023, we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs Unaudited 6 months ended June 30, USD'000 2024 2023 Operating lease cost: Fixed rent expense 171 172 Short-term lease cost - - Net lease cost 171 172 Lease cost - Cost of sales - - Lease cost - General & administrative expenses General & Administrative Expenses 171 172 Net lease cost 171 172 |
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases | In the six months ended June 30, 2024, and in the year ended December 31, 2023, we had the following cash and non-cash activities associated with our leases: Leases - Schedule of Cash and Non-Cash Activities Associated with Leases As at June 30, As at December 31, USD'000 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 169 314 Non-cash investing and financing activities: Net lease cost 171 172 Additions to ROU assets obtained from: New operating lease liabilities 62 66 |
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 at June 30, 2024, and as at December 31, 2023: Leases - Schedule of Right-Of-Use Assets and Lease Liabilities As at June 30, 2024 As at December 31, 2023 USD'000 Right-of-use assets: Operating leases 1,181 1,278 Total right-of-use assets 1,181 1,278 Lease liabilities: Operating leases 1,109 1,229 Total lease liabilities 1,109 1,229 |
Leases - Schedule of Future Minimum Lease Payments | As at June 30, 2024, future minimum annual lease payments were as follows, which corresponds to the future minimum lease payments under legacy ASC 840 in line with ASU 2018-11. Leases - Schedule of Future Minimum Lease Payments Other Liabilities USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2024 170 - - 170 2025 332 - - 332 2026 303 - - 303 2027 298 - - 298 2028 and beyond 163 - - 163 Total future minimum lease payments 1,266 - - 1,266 Less effects of discounting (157) - - (157) Lease liabilities recognized 1,109 - - 1,109 |
Accounts payable (Tables)
Accounts payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accounts Payable - Schedule of Accounts Payable | The accounts payable balance consisted of the following: Accounts Payable - Schedule of Accounts Payable As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Trade creditors 2,470 3,299 Accounts payable to shareholders 1,982 1,378 Accounts payable to Board Members 224 - Accounts payable to underwriters, promoters, and employees 812 1,150 Other accounts payable 1,416 1,136 Total accounts payable 6,904 6,963 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities - Schedule of Other Current Liabilities | Other current liabilities consisted of the following: Other Current Liabilities - Schedule of Other Current Liabilities As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Other tax payable 6 13 Customer contract liability, current 28 125 Total other current liabilities 34 138 |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations | Movement in Funded Status 6 months ended June 30, USD'000 2024 2023 Net Service cost 18 19 Interest cost / (credit) 6 7 Total Net Periodic Benefit Cost / (credit) 24 26 Employer contributions paid in the period (19) (13) Total Cashflow (19) (13) |
Stockholders_ equity (Tables)
Stockholders’ equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity - Schedule of Stock by Class | Stockholders’ equity consisted of the following: Stockholders' Equity - Schedule of Stock by Class SEALSQ Corp SEALSQ Corp As at June 30, 2024 As at December 31, 2023 Share Capital Ordinary Shares F Shares Ordinary Shares F Shares Par value per share USD 0.01 USD 0.05 USD 0.01 USD 0.05 Share capital (in USD) 227,346 74,985 154,468 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 22,734,630 1,499,700 15,446,807 1,499,700 Total number of fully paid-in outstanding shares 22,734,630 1,499,700 15,446,807 1,499,700 Total share capital (in USD) 302,331 229,453 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Revenue recognized At one point in time Total (unaudited) At One Point in Time 6 months ended June 30, 6 months ended June 30, USD'000 2024 2023 2024 2023 Secure Microcontrollers Segment Secure chips Upon delivery 3,872 10,156 3,872 10,156 Total Secure Microcontrollers Segment 3,872 10,156 3,872 10,156 All Other Segment Secure chips Upon delivery 956 4,595 956 4,595 Total All Other Segment 956 4,595 956 4,595 Total Revenue 4,828 14,751 4,828 14,751 |
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 Unaudited 6 months ended June 30, USD'000 2024 2023 Secure Microcontrollers Segment North America North America 2,950 7,956 Europe, Middle East and Africa Europe, Middle East and Africa 589 1,388 Asia Pacific Asia Pacific 333 812 Total Secure Microcontrollers segment revenue 3,872 10,156 All Other Segment North America 108 418 Europe, Middle East and Africa 291 3,033 Asia Pacific 557 1,144 Total All Other segment revenue 956 4,595 Total net sales 4,828 14,751 |
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability | Our contract assets, deferred revenue and contract liability consist of: Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Trade accounts receivable Trade accounts receivable - Secure Microcontrollers Segment Secure Microcontrollers Segment 1,255 3,553 Trade accounts receivable - All Other Segment All Other Segment 310 1,550 Total trade accounts receivable 1,565 5,103 Customer contract liabilities Customer contract liabilities - current 28 125 Total customer contract liabilities 28 125 Deferred revenue Deferred revenue - Secure Microcontrollers Segment 2 - Total deferred revenue 2 - |
Stock-based compensation (Table
Stock-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 June 30, 2023 Dividend yield None None Risk-free interest rate used (average) 1.00 1.00 Expected market price volatility 65.31 73.19 Average remaining expected life of stock options on F Shares (years) 5.69 6.69 Average remaining expected life of stock options on Ordinary Shares (years) 6.91 n/a |
Stock-Based Compensation - Schedule of Share Based Compensation Stock Options Activity | The following tables illustrate the development of the Group’s non-vested options in F Shares and Ordinary Shares for the six months ended June 30, 2024. 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, 2022 — — Granted 77 6.39 Vested 77 6.39 Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2023 — — Granted - - Vested - - Non-vested forfeited or cancelled - - Non-vested options as at June 30, 2024 — — Non-vested options on Ordinary Shares Number of Ordinary Shares under options Weighted-average grant date fair value (USD) Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2022 — — Granted - - Vested - - Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2023 — — Granted 36,937 1.14 Vested 36,937 1.14 Non-vested forfeited or cancelled - - Non-vested options as at June 30, 2024 — — The following tables summarize the Group’s stock option activity for the six months ended June 30, 2024. Options on F Shares SEAL F Shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2022 — — — — Of which vested - - - - Granted 77 0.05 - - Outstanding as at December 31, 2023 77 0.05 6.19 19 Of which vested 77 0.05 6.19 19 Granted - - - - Outstanding as at June 30, 2024 77 0.05 5.69 9 Of which vested 77 0.05 5.69 9 Options on Ordinary Shares SEAL Ordinary Shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2022 — — — — Of which vested - - - - Granted - - - - Outstanding as at December 31, 2023 — — — — Of which vested - - - - Granted 36,937 0.01 - - Outstanding as at June 30, 2024 36,937 0.01 6.91 29,804 Of which vested 36,937 0.01 6.91 29,804 |
Stock-Based Compensation - Schedule of Compensation Expense | Summary of stock-based compensation expenses Stock-Based Compensation - Schedule of Compensation Expense Stock-based compensation expenses Unaudited 6 months ended June 30, USD 2024 2023 In relation to Employee Stock Option Plans (ESOP) 42 — In relation to non-ESOP Option Agreements — — Total 42 — Stock-based compensation expenses are recorded under the following expense categories in the income statement. Stock-based compensation expenses Unaudited 6 months ended June 30, USD'000 2024 2023 Research & development expenses — — Selling & marketing expenses — — General & administrative expenses 42 — Total 42 — |
Non-operating income (Tables)
Non-operating income (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Income and Expenses [Abstract] | |
Non-Operating Income - Schedule of Non-Operating Income | Non-operating income consisted of the following: Non-Operating Income - Schedule of Non-Operating Income Unaudited 6 months ended June 30, USD'000 2024 2023 Foreign exchange gain 204 125 Interest income 254 55 Other 7 - Total non-operating income 465 180 |
Non-operating expenses (Tables)
Non-operating expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Non-operating Expenses | |
Non-Operating Expenses - Schedule of Non-Operating Expenses | Non-operating expenses consisted of the following: Non-Operating Expenses - Schedule of Non-Operating Expenses Unaudited 6 months ended June 30, USD'000 2024 2023 Foreign exchange losses 3 253 Financial charges 2 2 Interest expense 361 52 Other 6 6 Total non-operating expenses 372 313 |
Income taxes (Tables)
Income taxes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
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 June 30, As at December 31, USD'000 2024 (unaudited) 2023 Switzerland Switzerland - - Foreign Foreign 1,775 3,077 Deferred income tax assets / (liabilities) 1,775 3,077 Deferred tax assets and liabilities As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Defined benefit accrual (3) (3) Tax loss carryforwards 6,710 4,468 Add back loss carryforwards used for the debt remission 803 828 Valuation allowance (5,735) (2,216) Deferred tax assets / (liabilities) 1,775 3,077 |
Segment reporting (Tables)
Segment reporting (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting - Schedule of Segment Reporting Information by Segment | Unaudited 6 months ended June 30, 2024 2023 Secure Microcontrollers All Other Total Secure Microcontrollers All Other Total Revenues from external customers 3,872 956 4,828 10,156 4,595 14,751 Intersegment revenues - 1,084 1,084 - 231 231 Interest revenue 204 50 254 38 17 55 Interest expense 290 71 361 36 16 52 Depreciation and amortization 241 60 301 190 86 275 Segment income /(loss) before income taxes (4,180) (5,222) (9,402) 718 (1,262) (544) Profit / (loss) from intersegment sales - 52 52 - 11 11 Income tax recovery / (expense) (1,046) (258) (1,304) - (320) (320) Segment assets 12,732 23,938 36,670 13,279 7,864 24,148 |
Segment Reporting - Schedule of Reconciliation of Revenue | Unaudited 6 months ended June 30, 2024 2023 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 5,912 14,982 Elimination of intersegment revenue Intersegment (1,084) (231) Total consolidated revenue 4,828 14,751 Loss reconciliation Total loss from reportable segments (9,402) (544) Elimination of intersegment profits (52) (11) Loss before income taxes (9,454) (555) |
Segment Reporting - Schedule of Reconciliation of Assets | As at June 30, 2024 2023 USD'000 USD'000 Asset reconciliation Total assets from reportable segments Reportable Segments 36,670 24,148 Elimination of intersegment receivables Intersegment (4,436) (71) Consolidated total assets 32,234 24,077 |
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 Unaudited 6 months ended June 30, USD'000 2024 2023 North America 3,058 8,374 Europe, Middle East & Africa 880 4,421 Asia Pacific 890 1,956 Total net sales 4,828 14,751 Property, plant and equipment, net of depreciation, by region As at June 30, As at December 31, USD'000 2024 (unaudited) 2023 Europe, Middle East & Africa 3,013 3,230 Total Property, plant and equipment, net of depreciation 3,013 3,230 |
Loss per share (Tables)
Loss per share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Unaudited 6 months ended June 30, Earnings / (loss) per share 2024 2023 Net loss (USD'000) (10,758) (875) Effect of potentially dilutive instruments on net earnings (USD'000) n/a n/a Net loss after effect of potentially dilutive instruments (USD'000) (10,758) (875) Ordinary Shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 21,199,165 7,501,500 Effect of potentially dilutive equivalent shares n/a n/a Weighted average shares outstanding - diluted 21,199,165 7,501,500 Net earnings / (loss) per Ordinary Share Basic weighted average loss per share (USD) (0.37) (0.06) Diluted weighted average loss per share (USD) (0.37) (0.06) F Shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 1,499,700 1,499,700 Effect of potentially dilutive equivalent shares n/a n/a Weighted average shares outstanding - diluted 1,499,700 1,499,700 Net earnings / (loss) per F Share Basic weighted average loss per share (USD) (1.87) (0.29) Diluted weighted average loss per share (USD) (1.87) (0.29) |
Related parties disclosure (Tab
Related parties disclosure (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest | As at June 30, 2024, the condensed consolidated financial statements of the Group include the entities listed in the following table: Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest Group Company Name Country of incorporation Year of incorporation Share Capital % ownership % ownership Nature of business SEALSQ France SAS France 2010 EUR 1,473,162 100.0 100.0 Chip manufacturing, sales & distribution WISeKey IoT Japan KK Japan 2017 JPY 1,000,000 100.0 100.0 Sales & distribution WISeKey IoT Taiwan Taiwan 2017 TWD 100,000 100.0 100.0 Sales & distribution |
Related Parties Disclosure - Schedule of Related Party Transactions | Receivables as at Payables as at Net expenses to Net income from Related Parties June 30, December 31, June 30, December 31, in the 6 months ended June 30, in the 6 months ended June 30, (in USD'000) 2024 (unaudited) 2023 2024 (unaudited) 2023 2024 (unaudited) 2023 (unaudited) 2024 (unaudited) 2023 (unaudited) 1 John O’Hara - - 158 - - - - - 2 Ruma Bose - - 33 28 28 - - - 3 Cristina Dolan - - 5 - 12 - - - 4 David Fergusson - - - - 9 - - - 5 Danil Kerimi - - 22 8 44 - - - 6 Eric Pellaton - - 5 - 13 - - - 7 WISeKey International Holding AG - - 4,643 7,100 2,066 1,898 - - 8 WISeKey SA - - 551 - 510 - - - 9 WISeKey USA Inc - - - 981 - 492 - - 10 WISeKey Semiconductors GmbH - - 849 881 84 81 - - 11 WISeCoin AG - - 3,417 3,389 37 37 - - Total - - 9,683 12,387 2,803 2,508 - - |
Future operations and going c_2
Future operations and going concern (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating income/(loss) | $ (8,890) | $ (279) |
Working capital | $ 18,800 |
Concentration of Credit Risks -
Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Multinational Electronics Contract Manufacturing Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 4% | 22% | |
Multinational Electronics Contract Manufacturing Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 15% | ||
Multinational Telecommunication and Hardware Manufacturing Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12% | ||
International Digital Security Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 1% | 12% | |
International Software Services Provider | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 1% | 5% | |
International Software Services Provider | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 14% | ||
International Computer and Hardware Manufacturer | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 22% | 3% | |
International Computer and Hardware Manufacturer | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 65% | 12% | |
International Equipment and Software Manufacturer | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 3% | ||
International Equipment and Software Manufacturer | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 19% | ||
International Electronic Components Manufacturer | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12% | 8% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Assets, carrying amount | $ 32,234 | $ 27,935 | $ 24,077 |
Liabilities, carrying amount | 27,010 | 22,904 | |
Level 3 | Accounts Payable | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Liabilities, carrying amount | 6,904 | 6,963 | |
Liabilities, fair value | 6,904 | 6,963 | |
Level 3 | Indebtedness to Related Parties, Current | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Liabilities, carrying amount | 1,278 | ||
Liabilities, fair value | 1,278 | ||
Level 3 | Bonds, Mortgages and Other Long-Term Debt | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Liabilities, carrying amount | 1,734 | 1,654 | |
Liabilities, fair value | 1,734 | 1,654 | |
Level 3 | Convertible Note Payable, Noncurrent | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Liabilities, carrying amount | 9,313 | 1,519 | |
Liabilities, fair value | 10,413 | 1,846 | |
Level 3 | Indebtedness to Related Parties, Noncurrent | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Liabilities, carrying amount | 7,478 | 9,695 | |
Liabilities, fair value | 7,478 | 9,695 | |
Receivables | Level 3 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Assets, carrying amount | 1,565 | 5,053 | |
Assets, fair value | $ 1,565 | $ 5,053 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Credit Loss [Abstract] | ||
Trade accounts receivable | $ 1,634 | $ 5,103 |
Allowance for credit losses | (69) | (50) |
Total accounts receivable net of allowance for credit losses | $ 1,565 | $ 5,053 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories, Current (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 635 | $ 1,025 |
Work in progress | 151 | 4,206 |
Finished goods | 1,986 | |
Total inventories | $ 2,772 | $ 5,231 |
Government assistance (Details
Government assistance (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Government Assistance [Abstract] | ||
Research tax credits | $ 1,825,698 | $ 1,718,248 |
Deferred research tax credits | $ 749,860 | $ 1,075,838 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value-Added Tax Receivable | $ 390 | $ 415 |
Advanced payment to suppliers | 209 | 346 |
Deposits, current | 5 | 4 |
Other current assets | 21 | |
Total other current assets | $ 625 | $ 765 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16,390 | $ 16,306 |
Accumulated depreciation | (13,377) | (13,076) |
Total property, plant and equipment from continuing operations, net | 3,013 | 3,230 |
Depreciation charge for the year | 301 | 273 |
Machinery & Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,309 | 13,275 |
Accumulated depreciation | (10,476) | (10,241) |
Office Equipment and Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,321 | 2,321 |
Accumulated depreciation | (2,300) | (2,279) |
Computer Equipment and Licenses | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 760 | 710 |
Accumulated depreciation | $ (601) | $ (556) |
Property, plant and equipment_2
Property, plant and equipment (Details Narrative) | Jun. 30, 2024 |
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 | Jun. 30, 2024 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets gross | $ 4,903 | $ 4,903 |
Accumulated amortization | (4,903) | (4,903) |
Amortization charge for the 6 months ended June 30, | 1 | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets gross | 2,281 | 2,281 |
Accumulated amortization | (2,281) | (2,281) |
License Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets gross | 1,699 | 1,699 |
Accumulated amortization | (1,699) | (1,699) |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets gross | 923 | 923 |
Accumulated amortization | $ (923) | $ (923) |
Intangible assets (Details Narr
Intangible assets (Details Narrative) | Jun. 30, 2024 |
Patents | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 5 years |
Patents | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 10 years |
License Agreements | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 1 year |
License Agreements | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 3 years |
Other Intangibles | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset useful life | 5 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Fixed rent expense | $ 171 | $ 172 | |
Short-term lease cost | |||
Lease cost | 171 | 172 | $ 172 |
General & Administrative Expenses | |||
Lease cost | $ 171 | $ 172 |
Leases - Schedule of Cash and N
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 169 | $ 314 | |
Non-cash investing and financing activities: | |||
Net lease cost | 171 | $ 172 | 172 |
Additions to ROU assets obtained from: | |||
New operating lease liabilities | $ 62 | $ 66 |
Leases - Schedule of Right-Of-U
Leases - Schedule of Right-Of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Right-of-use assets: | ||
Total right-of-use assets | $ 1,181 | $ 1,278 |
Lease liabilities: | ||
Total lease liabilities | $ 1,109 | $ 1,229 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Operating - 2024 | $ 170 | |
Total lease payments - 2024 | 170 | |
Operating - 2025 | 332 | |
Total lease payments - 2025 | 332 | |
Operating - 2026 | 303 | |
Total lease payments - 2026 | 303 | |
Operating - 2027 | 298 | |
Total lease payments - 2027 | 298 | |
Operating - 2028 and beyond | 163 | |
Total lease payments - 2028 and beyond | 163 | |
Operating - Total future minimum operating lease payments | 1,266 | |
Total Lease Payments - Total future minimum lease payments | 1,266 | |
Operating - Less effects of discounting | (157) | |
Total Lease Payments - Less effects of discounting | (157) | |
Operating - Lease liabilities recognized | 1,109 | $ 1,229 |
Total Lease Payments - Lease liabilities recognized | 1,109 | |
Other Liabilities | ||
Operating - Lease liabilities recognized | $ 1,109 |
Leases (Details Narrative)
Leases (Details Narrative) | Jun. 30, 2024 |
Leases [Abstract] | |
Weighted-average remaining lease term, operating leases | 3 years 11 months 12 days |
Weighted average discount rate, operating leases | 5.43% |
Accounts Payable - Schedule of
Accounts Payable - Schedule of Accounts Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Trade creditors | $ 2,470 | $ 3,299 |
Accounts payable to shareholders | 1,982 | 1,378 |
Accounts payable to Board Members | 224 | |
Accounts payable to underwriters, promoters, and employees | 812 | 1,150 |
Other accounts payable | 1,416 | 1,136 |
Total accounts payable | $ 6,904 | $ 6,963 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Other tax payable | $ 6 | $ 13 |
Customer contract liability, current | 28 | 125 |
Total other current liabilities | $ 34 | $ 138 |
Bonds, mortgages and other lo_2
Bonds, mortgages and other long-term debt (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jul. 12, 2023 | Jul. 10, 2023 | Mar. 31, 2024 | Jan. 31, 2024 | Jul. 31, 2023 | Nov. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Mar. 01, 2024 | Jan. 11, 2024 | Jan. 09, 2024 | Jul. 11, 2023 | |
Short-Term Debt [Line Items] | |||||||||||||
Amortization of debt discount | $ 557,000 | $ 143,000 | |||||||||||
Convertible promissory note | 9,313,000 | $ 1,519,000 | |||||||||||
Conversion of debt, amount | 10,725,000 | ||||||||||||
Private Placement | L1 Capital Global Opportunities Master Fund | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Unamortized debt discount | 1,009,178 | ||||||||||||
Carrying value | 5,101,129 | ||||||||||||
Amortization of debt discount | $ 246,825 | ||||||||||||
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) a fixed conversion price of USD 30 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily volume weighted average price | ||||||||||||
Conversion of debt, shares issued | 3,317,720 | ||||||||||||
Unamortized debt discount | $ 998,871 | ||||||||||||
Private Placement | L1 Capital Global Opportunities Master Fund | Third L1 Amendment | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Amortization of debt discount | $ 542,262 | ||||||||||||
Private placement | $ 5,000,000 | ||||||||||||
Convertible promissory note | 5,000,000 | ||||||||||||
Convertible promissory note, additional information | convertible into SEALSQ’s Ordinary Shares, and (ii) 768,679 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity | ||||||||||||
Debt issue cost, legal expenses | $ 53,184 | ||||||||||||
Commissions to placement agent | 250,000 | ||||||||||||
Additional closing fees | 125,000 | ||||||||||||
Equity instrument, fair value | $ 553,449 | ||||||||||||
Date of grant, market price | $ 1.98 | ||||||||||||
Fair value of debt | $ 4,549,701 | ||||||||||||
Debt discount, debit | 270,303 | ||||||||||||
Debt to APIC | 32,881 | ||||||||||||
Total debt discount | $ 937,565 | ||||||||||||
Private placement, available borrowings | 5,000,000 | ||||||||||||
Private Placement | L1 Capital Global Opportunities Master Fund | Second L1 Amendment | |||||||||||||
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 2.5% 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) a fixed conversion price of USD 5.5 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 93% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55 | ||||||||||||
Private Placement | L1 Capital Global Opportunities Master Fund | Second Tranche Funded | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Amortization of debt discount | $ 668,882 | ||||||||||||
Private placement | $ 5,000,000 | ||||||||||||
Convertible promissory note | $ 5,000,000 | ||||||||||||
Convertible promissory note, additional information | convertible into SEALSQ’s Ordinary Shares, and (ii) 1,144,339 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity | ||||||||||||
Ordinary shares reserved for issuance | 45,000,000 | ||||||||||||
Debt issue cost, legal expenses | $ 70,279 | ||||||||||||
Commissions to placement agent | 250,000 | ||||||||||||
Additional closing fees | 200,000 | ||||||||||||
Equity instrument, fair value | $ 709,490 | ||||||||||||
Date of grant, market price | $ 1.60 | ||||||||||||
Fair value of debt | $ 4,594,061 | ||||||||||||
Debt discount, debit | 277,433 | ||||||||||||
Debt to APIC | 42,846 | ||||||||||||
Total debt discount | $ 1,146,315 | ||||||||||||
Conversion of debt, amount | 3,900,000 | ||||||||||||
Private placement, available borrowings | 1,100,000 | ||||||||||||
Private Placement | L1 Capital Global Opportunities Master Fund | First L1 Amendment | |||||||||||||
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) a fixed conversion price of USD 4 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55 | ||||||||||||
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 | 1,000,000 | $ 4,000,000 | |||||||||||
Conversion of debt, shares issued | 3,940,630 | ||||||||||||
Private Placement | Anson Investments Master Fund | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Unamortized debt discount | 1,204,299 | ||||||||||||
Amortization of debt discount | $ 200,923 | ||||||||||||
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, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily VWAP of the Ordinary Shares during the ten trading days immediately preceding the notice of partial or full conversion of the Note, with a floor price of USD 2.50. The covenants include the requirement for the Group to maintain a minimum cash balance of USD 4 million and to ensure that indebtedness of the Group does not exceed 15% of the average market capitalization | ||||||||||||
Conversion of debt, shares issued | 3,970,104 | ||||||||||||
Private Placement | Anson Investments Master Fund | Second Anson Amendment | |||||||||||||
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 2.5% 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) a fixed conversion price of USD 5.5 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 93% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55 | ||||||||||||
Private Placement | Anson Investments Master Fund | First Anson Amendment | |||||||||||||
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) a fixed conversion price of USD 4 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55 | ||||||||||||
Private Placement | Anson Investments Master Fund | Third L1 Amendment | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Unamortized debt discount | $ 787,720 | ||||||||||||
Carrying value | 4,212,280 | ||||||||||||
Amortization of debt discount | $ 542,262 | ||||||||||||
Convertible promissory note | $ 5,000,000 | ||||||||||||
Convertible promissory note, additional information | convertible into SEALSQ’s Ordinary Shares, and (ii) 768,679 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity | ||||||||||||
Debt issue cost, legal expenses | $ 38,184 | ||||||||||||
Commissions to placement agent | 250,000 | ||||||||||||
Additional closing fees | 125,000 | ||||||||||||
Equity instrument, fair value | $ 553,449 | ||||||||||||
Date of grant, market price | $ 1.98 | ||||||||||||
Fair value of debt | $ 4,549,701 | ||||||||||||
Debt discount, debit | 256,930 | ||||||||||||
Debt to APIC | 31,254 | ||||||||||||
Total debt discount | 924,192 | ||||||||||||
Private placement, available borrowings | 5,000,000 | ||||||||||||
Proceeds from issuance of private placement | $ 5,000,000 | ||||||||||||
Private Placement | Anson Investments Master Fund | Second Tranche Funded | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Amortization of debt discount | $ 668,868 | ||||||||||||
Convertible promissory note | $ 5,000,000 | ||||||||||||
Convertible promissory note, additional information | convertible into SEALSQ’s Ordinary Shares, and (ii) 1,144,339 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity | ||||||||||||
Ordinary shares reserved for issuance | 45,000,000 | ||||||||||||
Debt issue cost, legal expenses | $ 55,279 | ||||||||||||
Commissions to placement agent | 250,000 | ||||||||||||
Additional closing fees | 200,000 | ||||||||||||
Equity instrument, fair value | $ 709,490 | ||||||||||||
Date of grant, market price | $ 1.60 | ||||||||||||
Fair value of debt | $ 4,594,171 | ||||||||||||
Debt discount, debit | 264,441 | ||||||||||||
Debt to APIC | 40,838 | ||||||||||||
Total debt discount | 1,133,309 | ||||||||||||
Conversion of debt, amount | 5,000,000 | ||||||||||||
Proceeds from issuance of private placement | $ 5,000,000 | ||||||||||||
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 | 825,000 | $ 4,175,000 | |||||||||||
Conversion of debt, shares issued | 3,996,493 | ||||||||||||
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 | 266,044 | |||||||||||
Note payable | 2,000,000 | ||||||||||||
Carrying value | $ 1,733,956 | ||||||||||||
Amortization of debt discount | $ 80,160 |
Indebtedness to related parti_2
Indebtedness to related parties (Details Narrative) | 1 Months Ended | 6 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 ($) | Nov. 30, 2020 | Oct. 31, 2019 USD ($) | Apr. 30, 2019 EUR (€) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2024 EUR (€) | Apr. 01, 2021 USD ($) | Apr. 01, 2021 EUR (€) | |
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt conversion, converted amount | $ 10,725,000 | ||||||||||||||||||||
Amortization of debt discount | 557,000 | 143,000 | |||||||||||||||||||
Amortization of debt discount | (100,000) | ||||||||||||||||||||
Interest expense | 557,000 | $ 143,000 | |||||||||||||||||||
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 | 3,211,668 | € 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 | 7,477,594 | |||||||||||||||||||
Unamortized debt discount | 35,340 | ||||||||||||||||||||
Carrying value of current debt | 1,163,406 | $ 1,277,806 | |||||||||||||||||||
Additional loan amount | 208,751 | ||||||||||||||||||||
Noncurrent debt | 9,695,576 | ||||||||||||||||||||
Current debt | 1,407,497 | ||||||||||||||||||||
Interest payable | 129,691 | ||||||||||||||||||||
Interest expense | 114,400 | ||||||||||||||||||||
Accounts payable balance | 1,981,933 | $ 1,377,871 | |||||||||||||||||||
Repayment of debt | 1,449,911 | ||||||||||||||||||||
Unamortized debt | 129,691 | ||||||||||||||||||||
Amortization of debt discount | 29,406 | ||||||||||||||||||||
Amortization of debt discount | 100,285 | ||||||||||||||||||||
Interest expense | $ 44,943 | ||||||||||||||||||||
WISeKey International Holding AG | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Lines of credit extended to shareholder loans | $ 4,000,000 | ||||||||||||||||||||
Line of credit description | to be drawn down over six months from the date of the commitment, in instalments of between USD 1 million and USD 1.5 million | ||||||||||||||||||||
Line of credit, interest rate | 3% | 2.50% | |||||||||||||||||||
Debt conversion, converted amount | $ 7,348,397 | € 7,000,000 | |||||||||||||||||||
Debt conversion, shares issued | shares | 175,000 | 175,000 | |||||||||||||||||||
Share capital | $ 183,710 | ||||||||||||||||||||
Recapitalization by WISeKey International Holding Ltd | $ 7,164,687 | ||||||||||||||||||||
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 Changes in Projected Benefit Obligations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Retirement Benefits [Abstract] | ||
Net Service cost | $ 18 | $ 19 |
Interest cost / (credit) | 6 | 7 |
Total Net Periodic Benefit Cost / (credit) | 24 | 26 |
Total Cashflow | $ (19) | $ (13) |
Employee benefit plans (Details
Employee benefit plans (Details Narrative) | Jun. 30, 2024 USD ($) |
Retirement Benefits [Abstract] | |
Expected employer contribution | $ 38,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock by Class (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 22,734,630 | 15,446,807 |
Total number of fully paid-in outstanding shares | 22,734,630 | 15,446,807 |
Total share capital | $ 302,331,000 | $ 229,453,000 |
F Shares | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Par value per share | $ 0.05 | $ 0.05 |
Share capital (in USD) | $ 74,985 | $ 74,985 |
Total number of authorized shares | 10,000,000 | 10,000,000 |
Total number of fully paid-in issued shares | 1,499,700 | 1,499,700 |
Total number of fully paid-in outstanding shares | 1,499,700 | 1,499,700 |
Common Stock | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Par value per share | $ 0.01 | $ 0.01 |
Share capital (in USD) | $ 227,346 | $ 154,468 |
Total number of authorized shares | 200,000,000 | 200,000,000 |
Total number of fully paid-in issued shares | 22,734,630 | 15,446,807 |
Total number of fully paid-in outstanding shares | 22,734,630 | 15,446,807 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 4,828 | $ 14,751 |
At One Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,828 | 14,751 |
Secure Microcontrollers | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,872 | 10,156 |
Secure Microcontrollers | Secure Chips | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,872 | 10,156 |
Secure Microcontrollers | At One Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,872 | 10,156 |
Secure Microcontrollers | At One Point in Time | Secure Chips | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,872 | 10,156 |
All Others | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 956 | 4,595 |
All Others | Secure Chips | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 956 | 4,595 |
All Others | At One Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 956 | 4,595 |
All Others | At One Point in Time | Secure Chips | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 956 | $ 4,595 |
Revenue - Schedule of Disaggr_2
Revenue - Schedule of Disaggregation of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 4,828 | $ 14,751 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 3,058 | 8,374 |
Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 880 | 4,421 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 890 | 1,956 |
Secure Microcontrollers | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 3,872 | 10,156 |
Secure Microcontrollers | North America | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,950 | 7,956 |
Secure Microcontrollers | Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 589 | 1,388 |
Secure Microcontrollers | Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 333 | 812 |
All Others | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 956 | 4,595 |
All Others | North America | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 108 | 418 |
All Others | Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 291 | 3,033 |
All Others | Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 557 | $ 1,144 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Trade accounts receivable | ||
Total trade accounts receivable | $ 1,565 | $ 5,103 |
Customer contract liabilities | ||
Customer contract liabilities - current | 28 | 125 |
Total customer contract liabilities | 28 | 125 |
Deferred revenue | ||
Total deferred revenue | 2 | |
Secure Microcontrollers Segment | ||
Trade accounts receivable | ||
Total trade accounts receivable | 1,255 | 3,553 |
Deferred revenue | ||
Total deferred revenue | 2 | |
All Other Segment | ||
Trade accounts receivable | ||
Total trade accounts receivable | $ 310 | $ 1,550 |
Revenue (Details Narrative)
Revenue (Details Narrative) | Jun. 30, 2024 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 1,799 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share Based Payment Award, Stock Options, Valuation Assumptions (Details) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Risk-free interest rate used (average) | 1% | 1% |
Expected market price volatility | 65.31% | 73.19% |
Common Stock | ||
Average remaining expected life of stock options | 6 years 10 months 28 days | |
F Shares | ||
Average remaining expected life of stock options | 5 years 8 months 8 days | 6 years 8 months 8 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share Based Compensation Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Common Stock | ||
Non-vested Options outstanding | 0 | 0 |
Weighted-average grant date fair value, per share | $ 0 | $ 0 |
Granted | 36,937 | |
Weighted-average grant date fair value, granted | $ 1.14 | |
Vested | 36,937 | |
Weighted-average grant date fair value, vested | $ 1.14 | |
Non-vested Options outstanding | 0 | 0 |
Weighted-average grant date fair value, per share | $ 0 | $ 0 |
Options outstanding | 0 | 0 |
Weighted-average exercise price, per share | ||
Weighted-average exercise price, granted | $ 0.01 | |
Weighted average remaining contractual term | 6 years 10 months 28 days | |
Weighted average remaining contractual term, vested | 6 years 10 months 28 days | |
Options outstanding | 36,937 | 0 |
Weighted-average exercise price, per share | $ 0.01 | |
Aggregate intrinsic value, outstanding | $ 29,804 | |
Weighted-average exercise price, vested, per share | $ 0.01 | |
Aggregate intrinsic value, vested | $ 29,804 | |
Class F Shares | ||
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 | 77 |
Weighted-average grant date fair value, vested | $ 6.39 | |
Non-vested Options outstanding | 0 | 0 |
Weighted-average grant date fair value, per share | $ 0 | $ 0 |
Options outstanding | 77 | 0 |
Weighted-average exercise price, per share | $ 0.05 | |
Weighted-average exercise price, granted | $ 0.05 | |
Weighted average remaining contractual term | 5 years 8 months 8 days | 6 years 2 months 8 days |
Aggregate intrinsic value, outstanding | $ 19 | |
Weighted-average exercise price, vested, per share | $ 0.05 | |
Weighted average remaining contractual term, vested | 5 years 8 months 8 days | 6 years 2 months 8 days |
Aggregate intrinsic value, vested | $ 19 | |
Options outstanding | 77 | 77 |
Weighted-average exercise price, per share | $ 0.05 | $ 0.05 |
Aggregate intrinsic value, outstanding | $ 9 | $ 19 |
Weighted-average exercise price, vested, per share | $ 0.05 | $ 0.05 |
Aggregate intrinsic value, vested | $ 9 | $ 19 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Stock option plan expense | $ 42,095 | |
Research & development expenses | 2,393,000 | $ 1,492,000 |
Selling & marketing expenses | 2,653,000 | 2,441,000 |
General & administrative expenses | 4,777,000 | 4,145,000 |
Class F Shares | ||
Stock option plan expense | 42,000 | |
Research & development expenses | ||
Selling & marketing expenses | ||
General & administrative expenses | $ 42,000 |
Stock-based compensation (Detai
Stock-based compensation (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Options granted, expense | $ 42,095 | |
Common Stock | ||
Options granted | 36,937 | |
Class F Shares | ||
Options granted | 77 | |
Options granted, expense | $ 42,000 |
Non-Operating Income - Schedule
Non-Operating Income - Schedule of Non-Operating Income (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | ||
Foreign exchange gain | $ 204 | $ 125 |
Interest income | 254 | 55 |
Other | 7 | |
Total non-operating income | $ 465 | $ 180 |
Non-Operating Expenses - Schedu
Non-Operating Expenses - Schedule of Non-Operating Expenses (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Non-operating Expenses | ||
Foreign exchange losses | $ 3 | $ 253 |
Financial charges | 2 | 2 |
Interest expense | 361 | 52 |
Other | 6 | 6 |
Total non-operating expenses | $ 372 | $ 313 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Effective Income Tax Rate Reconciliation [Line Items] | ||
Deferred tax assets/(liabilities) | $ 1,775 | $ 3,077 |
Defined benefit accrual | (3) | (3) |
Tax loss carryforwards | 6,710 | 4,468 |
Add back loss carryforwards used for the debt remission | 803 | 828 |
Valuation allowance | (5,735) | (2,216) |
Switzerland | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Deferred tax assets/(liabilities) | ||
Foreign | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Deferred tax assets/(liabilities) | $ 1,775 | $ 3,077 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenues from external customers | $ 4,828 | $ 14,751 |
Income tax recovery / (expense) | (1,304) | (320) |
Segment assets | 36,670 | 24,148 |
Secure Microcontrollers | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 3,872 | 10,156 |
Intersegment revenues | ||
Interest revenue | 204 | 38 |
Interest expense | 290 | 36 |
Depreciation and amortization | 241 | 190 |
Segment income /(loss) before income taxes | (4,180) | 718 |
Profit / (loss) from intersegment sales | ||
Income tax recovery / (expense) | (1,046) | |
Segment assets | 12,732 | 13,279 |
All Others | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 956 | 4,595 |
Intersegment revenues | 1,084 | 231 |
Interest revenue | 50 | 17 |
Interest expense | 71 | 16 |
Depreciation and amortization | 60 | 86 |
Segment income /(loss) before income taxes | (5,222) | (1,262) |
Profit / (loss) from intersegment sales | 52 | 11 |
Income tax recovery / (expense) | (258) | (320) |
Segment assets | 23,938 | 7,864 |
Total Segment Assets | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 4,828 | 14,751 |
Intersegment revenues | 1,084 | 231 |
Interest revenue | 254 | 55 |
Interest expense | 361 | 52 |
Depreciation and amortization | 301 | 275 |
Segment income /(loss) before income taxes | (9,402) | (544) |
Profit / (loss) from intersegment sales | 52 | 11 |
Income tax recovery / (expense) | $ (1,304) | $ (320) |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Reconciliation of Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 4,828 | $ 14,751 |
Loss before income taxes | (9,454) | (555) |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Net sales | 5,912 | 14,982 |
Loss before income taxes | (9,402) | (544) |
Intersegment | ||
Segment Reporting Information [Line Items] | ||
Net sales | (1,084) | (231) |
Loss before income taxes | $ (52) | $ (11) |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Reconciliation of Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Segment Reporting Information [Line Items] | |||
Consolidated total assets | $ 32,234 | $ 27,935 | $ 24,077 |
Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Consolidated total assets | 36,670 | 24,148 | |
Intersegment | |||
Segment Reporting Information [Line Items] | |||
Elimination of intersegment receivables Intersegment | $ (4,436) | $ (71) |
Segment Reporting - Schedule _4
Segment Reporting - Schedule of Revenue and Property, Plant and Equipment by Geography (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 4,828 | $ 14,751 | |
Property, plant and equipment, net of depreciation | 3,013 | $ 3,230 | |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 3,058 | 8,374 | |
Europe, Middle East and Africa | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 880 | 4,421 | |
Property, plant and equipment, net of depreciation | 3,013 | $ 3,230 | |
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 890 | $ 1,956 |
Earnings_(Loss) Per Share - Sch
Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss (USD'000) | $ (10,758) | $ (875) |
Ordinary Shares used in net earnings / (loss) per share computation: | ||
Weighted average shares outstanding - basic | 21,199,165 | 7,501,500 |
Weighted average shares outstanding - diluted | 21,199,165 | 7,501,500 |
Net earnings / (loss) per Ordinary Share | ||
Basic weighted average loss per share (USD) | $ (0.37) | $ (0.06) |
Diluted weighted average loss per share (USD) | $ (0.37) | $ (0.06) |
F Shares | ||
Ordinary Shares used in net earnings / (loss) per share computation: | ||
Weighted average shares outstanding - basic | 1,499,700 | 1,499,700 |
Weighted average shares outstanding - diluted | 1,499,700 | 1,499,700 |
Net earnings / (loss) per Ordinary Share | ||
Basic weighted average loss per share (USD) | $ (1.87) | $ (0.29) |
Diluted weighted average loss per share (USD) | $ (1.87) | $ (0.29) |
Related Parties Disclosure - Sc
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2024 | Dec. 31, 2023 | |
Sealsq France Sas [Member] | |||
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Payables | $ 9,683 | $ 12,387 | |
Net expenses | 2,803 | $ 2,508 | |
John O'Hara | |||
Related Party Transaction [Line Items] | |||
Payables | 158 | ||
Ruma Bose | |||
Related Party Transaction [Line Items] | |||
Payables | 33 | 28 | |
Net expenses | 28 | ||
Cristina Dolan | |||
Related Party Transaction [Line Items] | |||
Payables | 5 | ||
Net expenses | 12 | ||
David Fergusson | |||
Related Party Transaction [Line Items] | |||
Net expenses | 9 | ||
Danil Kerimi | |||
Related Party Transaction [Line Items] | |||
Payables | 22 | 8 | |
Net expenses | 44 | ||
Eric Pellaton | |||
Related Party Transaction [Line Items] | |||
Payables | 5 | ||
Net expenses | 13 | ||
WISeKey International Holding AG | |||
Related Party Transaction [Line Items] | |||
Payables | 4,643 | 7,100 | |
Net expenses | 2,066 | 1,898 | |
WISeKey SA | |||
Related Party Transaction [Line Items] | |||
Payables | 551 | ||
Net expenses | 510 | ||
WISeKey USA Inc. | |||
Related Party Transaction [Line Items] | |||
Payables | 981 | ||
Net expenses | 492 | ||
WISeKey Semiconductors GMBH | |||
Related Party Transaction [Line Items] | |||
Payables | 849 | 881 | |
Net expenses | 84 | 81 | |
WiseCoin AG | |||
Related Party Transaction [Line Items] | |||
Payables | 3,417 | $ 3,389 | |
Net expenses | $ 37 | $ 37 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | |||
Conversion of debt, amount | $ 10,725,000 | ||
Private Placement | L1 Capital Global Opportunities Master Fund | |||
Subsequent Event [Line Items] | |||
Conversion of debt, shares issued | 3,317,720 | ||
Private Placement | Anson Investments Master Fund | |||
Subsequent Event [Line Items] | |||
Conversion of debt, shares issued | 3,970,104 | ||
Private Placement | Second Tranche Funded | L1 Capital Global Opportunities Master Fund | |||
Subsequent Event [Line Items] | |||
Conversion of debt, amount | $ 3,900,000 | ||
Private Placement | Second Tranche Funded | Anson Investments Master Fund | |||
Subsequent Event [Line Items] | |||
Conversion of debt, amount | $ 5,000,000 | ||
Subsequent Event | Private Placement | L1 Capital Global Opportunities Master Fund | |||
Subsequent Event [Line Items] | |||
Conversion of debt, shares issued | 4,103,597 | ||
Subsequent Event | Private Placement | L1 Capital Global Opportunities Master Fund | Third L1 Amendment | |||
Subsequent Event [Line Items] | |||
Conversion of debt, amount | $ 450,000 | ||
Subsequent Event | Private Placement | Anson Investments Master Fund | Third L1 Amendment | |||
Subsequent Event [Line Items] | |||
Conversion of debt, amount | $ 450,000 | ||
Conversion of debt, shares issued | 1,275,000 | ||
Subsequent Event | Private Placement | Second Tranche Funded | L1 Capital Global Opportunities Master Fund | |||
Subsequent Event [Line Items] | |||
Conversion of debt, amount | $ 1,100,000 |