United States securities and exchange commission logo
February 24, 2023
Carlos Moreira
Chief Executive Officer
SEALSQ Corp
Avenue Louis-Casa 58
1216 Cointrin, Switzerland
Re: SEALSQ Corp
Registration
Statement on Form F-1
Filed February 10,
2023
File No. 333-269710
Dear Carlos Moreira:
We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed February 10, 2023
General
1. We note your response
to prior comment 27. Based on your response, it is not clear why
you believe the
transaction does not constitute a secondary offering of SEALSQ securities
by WISeKey
International Holding AG. In this instance, because WISeKey is deemed to
be the reseller of 100%
of SEALSQ securities, we believe WISeKey is serving as a
conduit for the public
distribution of SEALSQ securities and should therefore be
identified as a
statutory underwriter under Section 2(a)(11) of the Securities Act. Please
revise the registration
statement or tell us why WISeKey should not be identified as a
selling shareholder and
as an underwriter.
Carlos Moreira
FirstName LastNameCarlos Moreira
SEALSQ Corp
Comapany24,
February NameSEALSQ
2023 Corp
February
Page 2 24, 2023 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 53
2. We note your presentation of the capitalization tables on pages 60 and
61 which set
forth SEALSQ's consolidated capitalization as of June 30, 2022, and
after the
recapitalization under common control. In this regard, please tell us
the purpose of the
capitalization tables in Note 4 and how the presentation differs from
the amounts
presented in the shareholders' equity section on your unaudited pro
forma condensed
combined consolidated balance sheet as of June 30, 2022 on page 55.
Please consider
removing as the presentation is confusing and duplicative.
Introduction, page 54
3. We note the revised disclosure in response to prior comment 12. Please
further revise to
remove the references to directly attributable and factually
supportable as they are no
longer included in Article 11.
Note 4. Transaction Accounting Adjustments and Autonomous Entity Adjustments
Adjustment (a), page 59
4. The disclosures on page 60 do not appear to agree with the information
presented in
SEALSQ Corp s historical balance sheet as of June 30, 2022 on page
55. Please revise to
resolve these inconsistencies or provide a reconciliation in the
disclosure.
Adjustment (e), page 61
5. We note from your disclosure on page 133 that Class F Shareholders
have dividend right
and will be paid five times greater than the amount paid to Ordinary
Shareholders. Please
explain why you did not reflect the Class F Shares in your pro forma
earnings per share
calculation. In this regard, please tell us your consideration for
applying the two-class
method in your calculation. Refer to ASC 260-10-45.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 64
6. We note the revised disclosure in the Material Contracts section in
response to prior
comment 19. Please also revise to include this information in the
Liquidity and Capital
Resources section of the Management s Discussion and Analysis of
Financial Condition
and Results of Operations.
Carlos Moreira
FirstName LastNameCarlos Moreira
SEALSQ Corp
Comapany24,
February NameSEALSQ
2023 Corp
February
Page 3 24, 2023 Page 3
FirstName LastName
Business Overview, page 86
7. We note your response to prior comment 20. Please revise the
description of your business
throughout the registration statement to clarify, if true, that the
NFTs and blockchain
technology used by your customers has not been developed by you and
that you only
provide your customers the ability to create and maintain a secure
link between an object
and its NFT. For example, you state that our semiconductors, when
placed on any object,
securely issue NFTs, SEALSQ uses a unique method to secure
semiconductors
designed by the Company through cutting-edge authentication processes
combined with
identity blockchain and post-quantum technology and make multiple
references to the
Casper blockchain. Please also provide a detailed explanation of how
your products
function, the process by which a customer that purchases SEALSQ
semiconductors issues
a NFT and creates and maintains a secure link between an object and
its NFT. Provide
illustrative examples as appropriate. Furthermore, revise your
disclosure to describe the
blockchain technology supported by your products and the risks and
challenges related to
your customers' reliance on blockchain technology that you did not
develop.
Index to Consolidated Financial Statements, page F-1
8. We note your response to prior comment 25 regarding the application of
the business
combination related shell company definition to SEALSQ Corp. Your
response indicates
SEALSQ Corp was formed solely for the purpose of completing a business
combination
transaction among one or more entities other than the shell company
and that one of the
entities is Wisekey Semiconductors SAS. Please clarify the entities
that are combining in
the business combination transaction, as it appears Wisekey
Semiconductors KK and
Wisekey Semiconductors are already subsidiaries of Wisekey
Semiconductors SAS. If
SEALSQ Corp is not a business combination related shell company, then
file audited
financial statements of SEALSQ Corp.
Carlos Moreira
FirstName LastNameCarlos Moreira
SEALSQ Corp
Comapany24,
February NameSEALSQ
2023 Corp
February
Page 4 24, 2023 Page 4
FirstName LastName
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Eiko Yaoita Pyles at (202) 551-3587 or Jean Yu at (202)
551-3305 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Patrick Fullem at (202) 551-8337 or Evan Ewing at (202) 551-5920 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Herman H. Rasp