This partnership leverages SEALSQ's commitment to develop a machine-to-machine (M2M) economy for digital assets through advanced security technologies. NEW YORK, May 7, 2024 /PRNewswire/ -- SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a leader in semiconductor, PKI, and Post-Quantum technology development, today announced that in partnership with The Hashgraph Association, a Swiss-based organization at the forefront of global digital enablement, have launched a new digital asset built on Hedera Netwo ...

Meyreuil, France, May 01, 2024 (GLOBE NEWSWIRE) -- SEALSQ Corp (NASDAQ:LAES) ("SEALSQ" or "Company"), a leader in semiconductor, PKI, and Post-Quantum technology development, is pleased to announce the rebranding of its semiconductor manufacturing business from WISeKey Semiconductors S.A.S to SEALSQ France S.A.S ("SEALSQ France"). This strategic change is aimed at accelerating the development of state-of-the-art post-quantum semiconductor technologies in Meyreuil, located in the Aix-en-Provence, a prominent ...

Zug, Switzerland, April 30, 2024 (GLOBE NEWSWIRE) -- Also Files Form 12b-25 with SEC Related to Annual Report on Form 20-F Ad hoc announcement pursuant to Art. 53 of SIX Listing Rules – WISeKey International Holding Ltd. ("WISeKey" or the "Company") ((SIX: WIHN, NASDAQ:WKEY), a leading global cybersecurity and IoT company, announced today that on April 29, 2024, SIX Exchange Regulation AG approved an extension of the deadline for the publication of its Annual Report for the fiscal year ended December 31, 20 ...

Geneva and Bern, Switzerland, April 29, 2024 (GLOBE NEWSWIRE) -- WISeSAT.Space, a subsidiary of WISeKey International Holding Ltd ("WISeKey") ((SIX: WIHN, NASDAQ:WKEY), a global leader in cybersecurity, Blockchain, and IoT platforms, today announced the strengthening of its strategic partnership with the Swiss Armed Forces in the space sector for 2024 and beyond. The collaboration includes plans to launch an enhanced WISeSat satellite in Q3 2024 using SpaceX. The upgraded WISeSAT.Space satellite will be equ ...

Geneva, Switzerland, April 24, 2024 (GLOBE NEWSWIRE) -- SEALSQ's semiconductor technology provides secure, reliable, and intuitive functionality for a wide array of medical applications. SEALSQ Corp (NASDAQ:LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced its technology strategy and solutions for IoMT security for medical and healthcare sectors. SEALSQ is leading the charge in prov ...

Victoria, Seychelles and Geneva, Switzerland, April 22, 2024 (GLOBE NEWSWIRE) -- SeyID Platform Will Enable Key eGovernment Initiatives and Further Digital Transformation WISeKey International Holding Ltd. ("WISeKey") ((SIX: WIHN, NASDAQ:WKEY), a global leader in cybersecurity, digital identity, and Internet of Things (IoT) innovations, operating as a holding company, today announced it has been awarded the project to deliver a new Digital Identity platform, "SeyID", by the Government of Seychelles. SeyID w ...

Geneva, Switzerland, April 15, 2024 (GLOBE NEWSWIRE) -- SEALSQ Corp ("SEALSQ" or "Company") (NASDAQ:LAES), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today unveiled its innovative R&D projects blending IoT with cryptocurrency mining for the development of new, more energy-efficient mining algorithms that are tailored specifically for IoT devices. The concept of integrating Internet of Things (IoT) devices with cryptocurren ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 or ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF ...

1.1 CEO Letter to Shareholders 1.2 Overview of 2023 H1 1.3 SEALSQ's Vision and Mission 2. Post Quantum 2.1 Context 2.2 How Cyberplayers are preparing a Post-Quantum Era 2.3 SEALSQ's Global Approach 3. About SEALSQ 3.1 Company History 3.2 Core Domains: Semiconductors, PKI, and Post-Quantum Technology 3.3 Range of Semiconductors, PKI, and Post-Quantum Solutions 4. Management Discussion & Analysis 4.1 H1 2023 Key Financial Milestones 5. Operational Updates Index 1. Introduction 1.1 CEO Letter to Shareholders T ...

Explanatory Note This section details the background and purpose of the special financial report filing on Form 20-F [Filing Background](index=3&type=section&id=Filing%20Background) This document is a special financial report filed on Form 20-F to provide certified financial statements for WISeKey Semiconductors SAS for FY2022 - SEALSQ Corp is filing this special financial report under Rule 15d-2 to provide certified financial statements for its predecessor, WISeKey Semiconductors SAS, for the fiscal year ended December 31, 2022[11](index=11&type=chunk)[12](index=12&type=chunk) - The company's Registration Statement on Form F-1 (File No. 333-269710) was declared effective by the SEC on March 29, 2023[10](index=10&type=chunk) Report of the Independent Registered Public Accounting Firm This section presents the independent auditor's report and opinion on the consolidated financial statements [Auditor's Opinion](index=5&type=section&id=Auditor's%20Opinion) BDO Rhône-Alpes issued an unqualified opinion on the consolidated financial statements for 2022 and 2021, affirming U.S. GAAP conformity - The auditor, BDO Rhône-Alpes, expressed an **unqualified opinion** that the consolidated financial statements for 2022 and 2021 are fairly presented in accordance with U.S. GAAP[16](index=16&type=chunk) - The audit was performed in accordance with PCAOB standards, and the company was not required to have an audit of its internal control over financial reporting[18](index=18&type=chunk) - BDO Rhône-Alpes has served as the company's auditor since 2016[20](index=20&type=chunk) Consolidated Financial Statements This section presents the company's complete set of consolidated financial statements, including income, balance sheet, equity, and cash flow [Consolidated Statements of Comprehensive Income/(Loss)](index=6&type=section&id=2.%20Consolidated%20Statements%20of%20Comprehensive%20Income/(Loss)) The company's 2022 performance improved significantly, shifting from an operating loss to income, driven by net sales growth and tax benefits Key Income Statement Data (USD '000) | Metric | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Net sales | 23,198 | 16,995 | +36.5% | | Gross profit | 9,799 | 7,147 | +37.1% | | Operating income / (loss) | 2,583 | (5,041) | Turnaround to profit | | Net income / (loss) | 5,770 | (4,827) | Turnaround to profit | | Basic EPS (USD) | 3.92 | (3.72) | Turnaround to profit | - The company recorded other operating income of **$2.0 million** in 2022, compared to just **$91 thousand** in 2021, primarily due to a large accounts payable write-off[21](index=21&type=chunk)[145](index=145&type=chunk) - A significant income tax benefit of **$3.2 million** was recorded in 2022, compared to a minor expense in 2021, contributing substantially to net income[21](index=21&type=chunk) [Consolidated Balance Sheets](index=7&type=section&id=3.%20Consolidated%20Balance%20Sheets) Total assets increased by 83% to $21.7 million, while liabilities decreased by 16%, leading to a shift from a $13.6 million equity deficit to a positive $212 thousand in 2022 Key Balance Sheet Data (USD '000) | Metric | As at Dec 31, 2022 | As at Dec 31, 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Total current assets | 15,432 | 8,248 | +87.1% | | Total assets | 21,659 | 11,844 | +82.9% | | Total current liabilities | 10,628 | 7,759 | +36.9% | | Total liabilities | 21,447 | 25,407 | -15.6% | | Total shareholders' equity | 212 | (13,563) | Turnaround to positive | - Inventories more than doubled, increasing from **$2.7 million** in 2021 to **$7.5 million** in 2022[22](index=22&type=chunk) - Noncurrent indebtedness to related parties decreased significantly from **$15.6 million** in 2021 to **$7.9 million** in 2022[22](index=22&type=chunk) [Consolidated Statements of Changes in Shareholders' Equity](index=8&type=section&id=4.%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity dramatically improved in 2022, moving from a $13.6 million deficit to a positive $212 thousand, primarily due to a $7.3 million recapitalization and $5.8 million net income - A recapitalization by parent company WISeKey International Holding Ltd in 2022 contributed **$7.35 million** to equity[24](index=24&type=chunk) - Net income of **$5.8 million** in 2022 significantly reduced the accumulated deficit from **$23.2 million** to **$17.4 million**[24](index=24&type=chunk) Shareholders' Equity Movement (USD '000) | Description | 2022 | 2021 | | :--- | :--- | :--- | | Equity at start of year | (13,563) | (9,373) | | Recapitalization by WISeKey | 7,348 | - | | Comprehensive income / (loss) | 5,924 | (4,693) | | Other adjustments | 503 | 503 | | Equity at end of year | 212 | (13,563) | [Consolidated Statements of Cash Flows](index=9&type=section&id=5.%20Consolidated%20Statements%20of%20Cash%20Flows) In 2022, the company used $1.6 million in operating cash, primarily due to increased inventories, while financing activities provided $3.75 million, resulting in a $2.0 million increase in cash and equivalents Cash Flow Summary (USD '000) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | (1,554) | (3,591) | | Net cash used in investing activities | (299) | (36) | | Net cash provided by financing activities | 3,750 | 3,691 | | Net increase in cash | 1,993 | 234 | - The increase in inventories was a major use of cash in operating activities, accounting for a **$5.4 million** decrease in cash flow[26](index=26&type=chunk) - A non-cash recapitalization of **$7.3 million** by WISeKey International Holding Ltd was a significant financing event not reflected in the cash flow movements[26](index=26&type=chunk) Notes to the Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the consolidated financial statements [Business Overview and Going Concern](index=10&type=section&id=Note%201%20%26%202%20-%20Business%20Overview%20and%20Going%20Concern) The Group, a fabless secure semiconductor manufacturer, believes it can continue as a going concern due to 2022 operating income and sufficient liquidity projections - The Group is a fabless manufacturer that designs, develops, and markets secure semiconductors, holding the intellectual property for its products[29](index=29&type=chunk) - The company achieved an operating income of **$2.6 million** in 2022, a significant improvement from the **$5.0 million** operating loss in 2021[32](index=32&type=chunk) - Management has prepared the financial statements on a going concern basis, citing sufficient liquidity based on cash projections and historical financial support from its parent company[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) [Summary of significant accounting policies](index=10&type=section&id=Note%204%20-%20Summary%20of%20significant%20accounting%20policies) The company's financial statements adhere to U.S. GAAP, recognizing revenue at point of delivery, expensing R&D, and reporting as a single segment - Revenue is recognized when the company satisfies a performance obligation by transferring control of goods or services to a customer, typically at a point in time upon delivery[55](index=55&type=chunk)[57](index=57&type=chunk) - All research and development (R&D) costs, software development costs, and advertising costs are expensed as incurred[63](index=63&type=chunk)[64](index=64&type=chunk) - The company reports its financial performance based on a single operating segment: secure microcontrollers[74](index=74&type=chunk) [Concentration of credit risks](index=14&type=section&id=Note%205%20-%20Concentration%20of%20credit%20risks) The company faces significant customer concentration risk, with one multinational electronics contract manufacturer accounting for 16% of sales and 34% of receivables in 2022 Customer Concentration (2022) | Customer Description | Revenue Concentration (% of total net sales) | Receivables Concentration (% of total accounts receivable) | | :--- | :--- | :--- | | Multinational electronics contract manufacturing company | 16% | 34% | | International digital security company | 10% | 6% | | International equipment and software manufacturer | 6% | 12% | - The company sells to large, international customers and notes that some clients are contract manufacturers for the same end-companies, creating an additional layer of concentration risk[89](index=89&type=chunk) [Indebtedness to related parties](index=19&type=section&id=Note%2018%20-%20Indebtedness%20to%20related%20parties) In 2022, WISeKey recapitalized the Group by converting $7.35 million of debt to equity, resolving a negative equity position, with total related party indebtedness at $11.3 million by year-end - In December 2022, parent company WISeKey recapitalized the Group by forfeiting **EUR 7 million** (**$7,348,397**) of debt in exchange for 175,000 new shares to resolve a negative equity position[120](index=120&type=chunk)[121](index=121&type=chunk) - The Group has a Revolving Credit Agreement with its parent, WISeKey, with the interest rate amended to **2.5%** per annum in November 2022[113](index=113&type=chunk) - As of December 31, 2022, the total carrying value of debt owed to WISeKey and its affiliates was **$11.3 million**[124](index=124&type=chunk) [Revenue](index=23&type=section&id=Note%2023%20-%20Revenue) Total revenue for 2022 increased by 36.5% to $23.2 million, primarily from Secure Microcontrollers, with North America being the largest market at 59% of net sales Revenue by Segment (USD '000) | Segment | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Secure Microcontrollers | 18,336 | 14,850 | 11,289 | | All Other | 4,862 | 2,145 | 3,028 | | **Total Revenue** | **23,198** | **16,995** | **14,317** | Net Sales by Region (USD '000) | Region | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | North America | 13,609 | 10,631 | 8,217 | | Rest of EMEA | 6,566 | 3,798 | 2,892 | | Asia Pacific | 2,745 | 2,062 | 1,526 | | France | 211 | 457 | 1,614 | | Latin America | 67 | 47 | 68 | | **Total Net Sales** | **23,198** | **16,995** | **14,317** | [Income taxes](index=26&type=section&id=Note%2027%20-%20Income%20taxes) The company recorded a $3.2 million income tax benefit in 2022 due to a partial reversal of the valuation allowance on deferred tax assets, supported by improved profitability and future forecasts - In 2022, the company recorded an income tax benefit of **$3,245,000**, compared to an expense of **$6,000** in 2021[149](index=149&type=chunk) - The Group partially reversed its valuation allowance on deferred tax assets in 2022 due to improved operating results and anticipated future taxable income[150](index=150&type=chunk) - The company has operating loss carry-forwards of **$14.4 million** in France, which do not expire[152](index=152&type=chunk) [Subsequent events](index=29&type=section&id=Note%2031%20-%20Subsequent%20events) Post-year-end, the Semiconductors Group was acquired by SEALSQ Corp in a reverse acquisition, and all outstanding parent company loans were consolidated under a new $5 million agreement - On January 1, 2023, the Semiconductors Group was acquired by SEALSQ Corp in a reverse acquisition, which is accounted for as a recapitalization under common control[164](index=164&type=chunk)[165](index=165&type=chunk) - A new loan agreement effective January 1, 2023, consolidates all outstanding debt with parent WISeKey, allowing borrowing up to **$5 million** at **2.5%** interest, with a maturity date of December 31, 2024[166](index=166&type=chunk) [Segment reporting](index=30&type=section&id=Note%2032%20-%20Segment%20reporting) The company operates as a single reportable segment, Secure Microcontrollers, which generated $18.3 million in external revenue and $0.5 million in income before taxes in 2022 - The Group has one reportable operating segment: Secure Microcontrollers, which focuses on high-end, certified secure microprocessors[168](index=168&type=chunk)[170](index=170&type=chunk) Segment Performance 2022 (USD '000) | Segment | Revenues from external customers | Segment income /(loss) before income taxes | | :--- | :--- | :--- | | Secure Microcontrollers | 18,336 | 526 | | All Other | 4,862 | 2,017 | | **Total** | **23,198** | **2,543** |