October 30, 2019
Carlos Moreira
Chief Executive Officer
WISeKey International Holding AG
General-Guisan-Strasse 6
CH-6300 Zug, Switzerland
Re: WISeKey International Holding AG
Registration Statement on Form 20-F
Filed October 30, 2019
File No. 001-39115
Dear Mr. Moreira:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments. References to our prior comments
refer to our
letter dated September 19, 2019.
Form 20-F Filed October 30, 2019
Item 4. Information on the Company
History and Development of the Company, page 27
1. We note from your response to prior comment 4 that at this stage, no
decisions or
commitments have been made with regards to the spin-out of WiseCoin AG.
Although
the spin-out may not be completed prior to effectiveness of this
registration statement, to
the extent facts and circumstances change such that it becomes probable,
please confirm
that you will include pro forma financial information pursuant to Article
11 of Regulation
S-X, if material. Refer also to General Instruction B(d) and Item 17 of
Form 20-F.
Carlos Moreira
FirstNameInternational Holding AG
WISeKey LastNameCarlos Moreira
Comapany NameWISeKey International Holding AG
October 30, 2019
October 30, 2019 Page 2
Page 2
FirstName LastName
Item 5. Operating and Financial Review and Prospects
Operating Results, page 39
2. Revise to include a discussion of your financial condition, changes in
financial condition
and results operations for the interim periods for which financial
statements have been
provided (i.e. at and for the six months ended June 30, 2019 and
2018). Refer to Item 5 of
Form 20-F.
Liquidity and Capital Resources, page 47
3. You state that you had positive working capital of $4.9 million and
$15.2 million as of
December 31, 2018 and June 30, 2019, respectively. Please provide us
with your
calculations to support these disclosures. To the extent you do not
calculate working
capital as current assets minus current liabilities, revise to clarify
how you define this
measure.
Report of Independent Registered Public Accounting Firm, page F-2
4. Revise to include a conformed signature for your independent
registered public
accounting firm, BDO. Similar revisions should be made to the consent
included in
Exhibit 15.1.
Item 7. Major Shareholders and Related Party Transactions
Related Party Transactions, page 68
5. Please identify the members of the OISTE Foundation's Policy Approval
Authority Board
that are related parties or affiliates.
Item 9: The Listing, page 77
6. Your response to prior comment 17 indicates that all Class B shares
and ADSs, except
those held by your affiliates, are "freely transferable." Please
explain the basis for your
belief why such securities would be freely transferable or tradeable
in U.S. markets
and clarify how sales of all of your non-affiliate securities by your
shareholders would be
exempt and not subject to filing a resale registration statement under
the Securities Act.
7. While you disclose that you have no lock-up agreements related to your
Class B shares,
please describe the material terms of any lock-up agreements related
to your Class A
shares. Further, please clarify the number of Class B shares
beneficially owned by
management or principal shareholders that you believe is "freely
transferable" and clarify
whether they would be subject to the share limitations under Rule 144
under the Securities
Act.
Carlos Moreira
FirstNameInternational Holding AG
WISeKey LastNameCarlos Moreira
Comapany NameWISeKey International Holding AG
October 30, 2019
Page 3
October 30, 2019 Page 3
FirstName LastName
Item 10: Additional Information
Share Capital, page 78
8. We note your response to prior comment 18 regarding the "voting
privilege" related to
Class A shares over Class B shares. Please revise the risk factors
section and summary
section to clarify the disparate voting rights for each of these
classes of shares. You
should clarify under what circumstances shareholders will receive 1
vote per share, for
either Class A or Class B shares, and under what circumstances Class A
shares will
receive a voting preference (i.e. to approve a statutory merger or
authorize additional
share capital). Your disclosure should also clarify, if true, that
voting on the basis of par
value would result in one class of shares receiving more votes over
the other under those
circumstances.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Brittany Ebbertt, Staff Accountant, at (202) 551-3572
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Edwin Kim,
Attorney-Advisor, at
(202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Herman H. Rasp . Esq.