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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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SEALSQ Corp (Name of Issuer) |
Ordinary Shares, par value $0.01 per share (Title of Class of Securities) |
G79483106 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G79483106 |
| 1 | Names of Reporting Persons
WISeKey International Holding AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,001,200.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SEALSQ Corp | |
| (b) | Address of issuer's principal executive offices:
Avenue Louis-Casai 58, 1216 Cointrin, Switzerland | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of WISeKey International Holding AG (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The address for the Reporting Person is:
General-Guisan-Strasse 6
CH-6300 Zug, Switzerland | |
| (c) | Citizenship:
The Reporting Person is a Swiss stock corporation. | |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.01 per share | |
| (e) | CUSIP No.:
G79483106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page. Please note that the Reporting Person also owns 1,499,700 Class F Shares of SEALSQ Corp that, together with the beneficial ownership of Ordinary Shares as described in Row 9, represents 52.41% of the voting power for SEALSQ Corp. | |
| (b) | Percent of class:
See Row 11 of cover page. All ownership percentages of SEALSQ Corp Ordinary Shares that are calculated in this Schedule 13G are based upon an aggregate of 123,731,729 Ordinary Shares outstanding on June 30, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 7 of cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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