Filed Pursuant to Rule 424(b)(3)
Registration No. 333-297507

LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Dear Fellow WISeKey International Holding AG Shareholder,

On behalf of our board of directors, we are recommending that WISeKey International Holding AG change its place of incorporation from Switzerland to the British Virgin Islands. We believe this move will provide us with the following benefits:

—     Robust, Modern, and Flexible Legal Framework.    BVI law — which will govern WISeKey International Corp. (“WISeKey BVI”) following the completion of the merger — offers a highly developed, internationally recognized legal system tailored to the needs of global businesses. BVI law provides exceptional flexibility in structuring a company’s share rights and classes, facilitating the issuance of new shares and hybrid instruments, and enabling more innovative approaches to distributions and corporate governance. In particular, BVI companies are not subject to the concept of share capital, par value, or share premium, affording significantly greater freedom in how shares are issued and the terms on which distributions may be made. This flexibility will not only support the ongoing maintenance and evolution of WISeKey’s multi-class share structure (WISeKey BVI Ordinary Shares, WISeKey BVI Class B Shares, and WISeKey BVI Class F Shares) but also empower the company to pursue future equity financings, strategic acquisitions, and enhanced employee incentive arrangements with greater agility and efficiency. The BVI’s legal framework provides a modern and flexible corporate structure that is well-suited to the requirements of dynamic, growth-oriented companies, including those operating in the technology sector.

—     Improved Peer Comparability and Enhanced Access to Global Institutional Investment.    Reincorporation in the BVI is expected to streamline regulatory and administrative processes, leading to a reduction in recurring costs while maintaining full access to both U.S. and Swiss capital markets. The BVI is a preferred jurisdiction for many leading international technology companies listed on Nasdaq, and adopting this structure will position WISeKey alongside its global peers, enhancing comparability for investors and analysts. Furthermore, the BVI’s reputation as a stable and investor-friendly jurisdiction is expected to facilitate increased investment by global institutional investors, broadening our shareholder base and supporting our long-term growth ambitions.

With a new holding company incorporated under BVI law, we believe that the equity and rights of our shareholders will continue to be safeguarded.

As such, we encourage you to carefully read this prospectus and ask that you vote FOR the proposal described therein.

Thank you for your investment.

Under the proposed memorandum and articles of association of WISeKey BVI (the “WISeKey BVI Articles”), the number of WISeKey BVI Class B Shares that can be outstanding will be limited such that the WISeKey BVI Class B Shares do not represent more than 49.999999% of the voting rights in WISeKey BVI before the WISeKey BVI Class F Shares are taken into consideration and assuming all shareholders are present at a given shareholders’ meeting. We refer to this cap as the “WISeKey BVI Class B Share Cap.”

If the aggregate number of WISeKey BVI Class B Shares timely and validly elected to be received in the Merger by all electing WISeKey CH shareholders exceeds the WISeKey BVI Class B Share Cap (as described above and in “Description of Securities After the Merger”), each electing shareholder shall receive its pro rata portion of the WISeKey BVI Class B Share Cap, corresponding to a fraction determined by dividing (i) the number of WISeKey BVI Class B Shares elected to be received by such shareholder by (ii) the aggregate number of WISeKey BVI Class B Shares elected to be received by all electing shareholders, with the number of WISeKey BVI Class B Shares so allocated to each electing WISeKey CH shareholder rounded down to the nearest whole multiple of ten (10) WISeKey BVI Class B Shares, such that the total number of WISeKey BVI Class B Shares issued pursuant to such elections does not exceed the WISeKey BVI Class B Share Cap. Any entitlements to WISeKey BVI Class B Shares that are not satisfied as a result of such proration and rounding will be satisfied in WISeKey BVI Ordinary Shares (for WISeKey CH Class B Shares) and WISeKey Class F Shares (for WISeKey CH Class A Shares), respectively, on the basis of (a) one (1) WISeKey BVI Ordinary Share for each WISeKey CH Class B Share not allocated in WISeKey BVI Class B Shares to the electing holder, due to the WISeKey BVI Class B Share Cap proration and rounding, and (b) one (1) WISeKey BVI Class F Share for each WISeKey CH Class A Share not allocated to the electing holder in WISeKey BVI Class B Shares, due to the WISeKey BVI Class B Share Cap proration and rounding.

Holders of WISeKey CH Shares may make elections on a share-by-share basis, such that a holder may elect to receive (a) for holders of WISeKey CH Class B Shares, WISeKey BVI Ordinary Shares in respect of some of its WISeKey CH Class B Shares and WISeKey BVI Class B Shares in respect of other WISeKey CH Class B Shares, or (b) for holders of WISeKey CH Class A Shares, WISeKey BVI Class F Shares in respect of some of its WISeKey CH Class A Shares and WISeKey BVI Class B Shares in respect of other WISeKey CH Class A Shares.

Holders of WISeKey CH Class B Shares who do not validly or timely make the election to receive WISeKey BVI Ordinary Shares or WISeKey BVI Class B Shares will receive one (1) WISeKey BVI Ordinary Share for each WISeKey CH Class B Share held immediately prior to the effectiveness of the Merger. For further details on the procedure for the exercise of the election right, see “Proposal No. 1 Approval of the Merger Agreement — Exchange of Shares; Delivery of Shares to Former Record Holders.”

Holders of WISeKey CH Class A Shares who do not validly or timely make the election to receive WISeKey BVI Class F Shares or WISeKey BVI Class B Shares will receive one (1) WISeKey BVI Class F Share for each WISeKey CH Class A Share held immediately prior to the effectiveness of the Merger. For further details on the procedure for the exercise of the election right, see “Proposal No. 1 Approval of the Merger Agreement — Exchange of Shares; Delivery of Shares to Former Record Holders.”

We expect the WISeKey BVI Ordinary Shares to be listed on Nasdaq under the symbol “WQEY”, and to be listed on the SIX under the symbol “WQEY”. WISeKey CH ADSs, currently listed on Nasdaq under the symbol “WKEY,” will be delisted from Nasdaq upon effectiveness of the Merger. WISeKey CH Class B Shares, currently listed on the SIX under the symbol “WIHN,” will be delisted from the SIX. The WISeKey BVI Ordinary Shares will have the right to one vote per WISeKey BVI Ordinary Share, one dividend unit and one liquidation unit per WISeKey BVI Ordinary Share.

The WISeKey BVI Class F Shares will not be listed and will carry an adjustable number of voting rights such that holders of WISeKey BVI Class F Shares will hold together 49.999999% of the total voting rights in WISeKey BVI at any shareholders’ meeting, including the votes attributable to the WISeKey BVI Class B Shares and the WISeKey BVI Ordinary Shares that holders of WISeKey BVI Class F Shares hold. WISeKey BVI Class F Shares will carry one-tenth of one dividend unit and one-tenth of one liquidation unit per WISeKey BVI Class F Share.

The WISeKey BVI Class B Shares will not be listed and will carry 10 voting rights per WISeKey BVI Class B Share, one-tenth of one dividend unit and one-tenth of one liquidation unit per WISeKey BVI Class B Share. The number of WISeKey BVI Class B Shares that can be outstanding will not exceed the WISeKey BVI Class B Share Cap (as described above and in “Description of Securities After the Merger”).

See “Description of Securities After the Merger” for a further discussion of the voting and dividend rights of the WISeKey BVI shares.

The Merger will result in you holding WISeKey BVI Shares, rather than WISeKey CH Shares or WISeKey CH ADSs. In connection with the Merger, the WISeKey CH ADS Program will terminate.

After the Merger, WISeKey BVI will continue to conduct the same businesses in a holding company capacity that WISeKey CH conducted prior to the Merger and will have the same assets and liabilities.

After the Merger, as we describe in this prospectus, your rights under BVI corporate law as a holder of WISeKey BVI Ordinary Shares will differ from your current rights under Swiss corporate law as a holder of WISeKey CH Class B Shares, your rights under BVI corporate law as a holder of WISeKey BVI Class F Shares will differ from your current rights under Swiss corporate law as a holder of WISeKey CH Class A Shares and your rights under BVI corporate law as a holder of WISeKey BVI Class B Shares will differ from your current rights under Swiss corporate law as a holder of WISeKey CH Class A Shares and WISeKey CH Class B Shares. The WISeKey BVI Articles will also differ in some respects from the WISeKey CH Articles. In particular, WISeKey BVI will have a multi-class share structure with the following features: (i) holders of WISeKey BVI Class F Shares will be entitled to exercise 49.999999% of the total voting rights in WISeKey BVI, regardless of the number of total WISeKey BVI Shares in issue; and (ii) each WISeKey BVI Class B Share will have ten times the voting power of a WISeKey BVI Ordinary Share. Notwithstanding these differences in the governing documents between WISeKey BVI and WISeKey CH, we believe that BVI law and the WISeKey BVI Articles adequately safeguard the rights of shareholders. See “Comparison of Rights of Shareholders”.

Upon completion of the Merger, WISeKey will remain subject to U.S. Securities and Exchange Commission (“SEC”) reporting requirements, the mandates of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”) and the applicable corporate governance rules of Nasdaq as a foreign private issuer, and WISeKey will continue to report WISeKey BVI’s consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles (“U.S. GAAP”). After the Merger, WISeKey BVI must also comply with any additional reporting and governance requirements of BVI law in accordance with the BVI Business Companies Act, Revised Edition 2020 (the “BVI Companies Act”) and any other applicable BVI legislation.

As discussed in “Material Tax Considerations — U.S. Federal Income Tax Considerations,” “Material Tax Considerations — Swiss Tax Considerations,” and “Material Tax Considerations — BVI Tax Considerations,” under U.S., Swiss and BVI tax law, holders of WISeKey CH Class B Shares and WISeKey CH ADSs generally should not recognize a taxable gain or loss on the exchange of their securities in the Merger. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR REGARDING YOUR PARTICULAR TAX CONSEQUENCES.

The Merger cannot be completed without satisfying certain conditions. The most important condition is approval of the Merger and a merger agreement pursuant to which the Merger will be effected (the “Merger Agreement”) by the affirmative vote of WISeKey CH Shares represented in person or by proxy at the Extraordinary General Meeting by: (x) at least two-thirds of the voting rights of all WISeKey CH Shares, and (y) the absolute majority of the par value of such shares.

We currently anticipate that the Merger will be completed during the third quarter of 2026, although we may abandon the Merger at any time prior to the Extraordinary General Meeting, and in some circumstances, after obtaining shareholder approval at the Extraordinary General Meeting.

This prospectus provides you with detailed information regarding the Merger. We encourage you to read this entire prospectus carefully. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS WE DESCRIBE HEREIN BEGINNING ON PAGE 23.

Your vote is very important. All shareholders are cordially invited to attend the Extraordinary General Meeting. We urge you to vote either by attending the Extraordinary General Meeting in person or, if you do not plan to attend the Extraordinary General Meeting, by appointing our Independent Proxy, Anwaltskanzlei Keller AG, Splügenstrasse 8, 8027 Zurich, Switzerland, to represent you at the Extraordinary General Meeting.

If you elect to appoint our Independent Proxy to represent you at the Extraordinary General Meeting, please provide your voting instructions by either marking the applicable boxes beside the agenda items on the Internet voting site for registered shareholders, https://www.gvote.ch, or on our registration and authorization form that will be made available to registered shareholders prior to the Extraordinary General Meeting (the “Registration and Authorization Form”) and returning the completed Registration and Authorization Form, signed and dated, by post to the address indicated on such form. The personal access data required for accessing the Internet voting site

will be available on the Registration and Authorization Form. All Registration and Authorization Forms submitted by post must be received at the address indicated on the form no later than on September 3, 2026 Swiss time. Electronic voting instructions can be given to the Independent Proxy until September 3, 2026 at 23:59 Swiss time.

We expect to mail the Registration and Authorization Form on or about August 10, 2026, to each person registered at that time as a holder of WISeKey CH Class B Shares or WISeKey CH Class A Shares in the share register maintained by Computershare Switzerland AG. Only shareholders registered in the share register with voting rights as of the close of business at 5:00 p.m. Swiss time on September 2, 2026, the record date for the Extraordinary General Meeting, will be entitled to participate in and vote at the Extraordinary General Meeting.

Holders of WISeKey CH ADSs will not be able to attend and vote in person at the Extraordinary General Meeting, but holders of WISeKey CH ADSs as of the applicable WISeKey CH ADS record date, July 22, 2026, will be afforded the opportunity to instruct the WISeKey CH ADS Depositary to submit voting instructions in respect of the WISeKey CH Class B Shares represented by the WISeKey CH ADSs they hold as of the WISeKey CH ADS record date to our Independent Proxy, Anwaltskanzlei Keller AG, Splügenstrasse 8, 8027 Zurich, Switzerland. We will instruct the WISeKey CH ADS Depositary to distribute a copy of the prospectus, together with applicable voting instructions, to the holders of WISeKey CH ADSs as of the WISeKey CH ADS record date.

Under Section 4.7 of the amended and restated deposit agreement dated as of May 19, 2022, the WISeKey CH ADS Depositary will not vote the WISeKey CH Class B Shares underlying your WISeKey CH ADSs on its own. It will only vote in accordance with your timely voting instructions, except as described below. If the WISeKey CH ADS Depositary does not receive your voting instructions by the WISeKey CH ADS voting deadline, you will be deemed to have instructed the WISeKey CH ADS Depositary to vote the WISeKey CH Class B Shares underlying your ADSs in accordance with the recommendations of the WISeKey CH Board of Directors. However, the WISeKey CH ADS Depositary will not vote WISeKey CH Class B Shares underlying unvoted WISeKey CH ADSs for any matter at the extraordinary general meeting if WISeKey CH informs the WISeKey CH ADS Depositary that: (A) WISeKey CH does not wish such proxy to be given; (B) substantial opposition to the matter exists; or (C) the matter may materially adversely affect the rights of WISeKey CH Class B Shareholders.

Holders of WISeKey CH ADSs who wish to attend and vote at the Extraordinary General Meeting in person will be required to present their WISeKey CH ADSs to the WISeKey CH ADS Depositary for cancellation, pay the applicable fees of the WISeKey CH ADS Depositary and become direct shareholders on the WISeKey CH share register by the close of business (CH Time) on September 2, 2026, the share record date for the Extraordinary General Meeting.

The Extraordinary General Meeting will be held on September 9, 2026, at 15:00 Swiss time, and the place of the Extraordinary General Meeting will be Homburger AG, Hardstrasse 201, 8005 Zurich, Switzerland.

Your board of directors has unanimously approved the Merger Agreement pursuant to which the Merger will be effected and recommends that you vote “FOR” the proposal to approve the Merger Agreement (which we refer to as the “Merger Agreement Proposal”). We urge you to join us in supporting this important initiative.

Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the securities to be issued in the transaction described in this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Neither WISeKey CH nor WISeKey BVI is making an offer to sell or a solicitation to buy any securities in any state or jurisdiction where such offer or solicitation is not permitted.

This prospectus constitutes a foreign prospectus within the meaning of article 54 paras. 2 and 3 of the Financial Services Act of June 15, 2018, as amended and article 70 paras. 2-4 of the Swiss Financial Services Ordinance of November 6, 2019, as amended. This prospectus is not, and is not intended to be, a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the “EU Prospectus Regulation”) or any other legislation, regulations or rules of the European Union or any member state of the European Economic Area (“EEA”) implementing or supplementing the EU Prospectus Regulation. This document has not been reviewed or approved by any competent or supervisory authority of any member state of the EEA for the purposes of the EU Prospectus Regulation. No offer to the public of WISeKey BVI Ordinary Shares is being, or shall be, made in any member state of the EEA on the basis of this prospectus.

This prospectus is dated July 31, 2026 and it is first being distributed to shareholders on or about August 10, 2026.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of shareholders of WISeKey International Holding AG, a company organized under the laws of Switzerland (“WISeKey CH”), will be held on September 9, 2026, at 15:00 Swiss time, at Homburger AG, Hardstrasse 201, 8005 Zurich, Switzerland, for the following purposes:

•        to approve the merger agreement (the “Merger Agreement”), a copy of which is attached to this prospectus as Annex A, by and between WISeKey CH and WISeKey International Corp., a BVI business company limited by shares and wholly owned subsidiary of WISeKey CH (“WISeKey BVI”), pursuant to which WISeKey CH will be merged with and into WISeKey BVI, with WISeKey BVI as the surviving entity (the “Merger”), and as a result of which Merger each holder of WISeKey CH Shares (except for the WISeKey CH shares held by WISeKey CH or any of its subsidiaries, including WISeKey CH Class B Shares held in the form of American Depositary Shares, which will not be exchanged for WISeKey BVI shares but will be cancelled) will become a holder of WISeKey BVI shares as follows:

•        Holders of WISeKey CH Class B Shares, par value CHF 0.10 per share (each, a “WISeKey CH Class B Share”), will be entitled, with respect to each WISeKey CH Class B Share held immediately prior to the effectiveness of the Merger, to elect to receive either:

•        one (1) WISeKey BVI ordinary share, with no par value (each, a “WISeKey BVI Ordinary Share”), or

•        ten (10) WISeKey BVI Class B shares, with no par value (each, a “WISeKey BVI Class B Share”), subject to such holders’ timely and valid election and to the “WISeKey BVI Class B Share Cap” as described below.

•        Holders of WISeKey CH Class A Shares, par value CHF 0.01 per share (each, a “WISeKey CH Class A Share”), will be entitled, with respect to each WISeKey CH Class A Share held immediately prior to the effectiveness of the Merger, to elect to receive either:

•        one (1) WISeKey BVI Class F share, with no par value (each, a “WISeKey BVI Class F Share”), or

•        one (1) WISeKey BVI Class B Share, subject to such holders’ timely and valid election and to the “WISeKey BVI Class B Share Cap” as described below.

•        Holders of WISeKey CH American Depositary Shares (each, a “WISeKey CH ADS”), each WISeKey CH ADS representing the right to receive one-half (1/2) of one WISeKey CH Class B Share, will not have the ability to elect to receive WISeKey BVI Class B Shares. Instead, they will be entitled to receive one-half (1/2) of one WISeKey BVI Ordinary Share for each WISeKey CH ADS held immediately prior to the effectiveness of the Merger, subject to the applicable terms of the deposit agreement for the WISeKey CH ADSs. Because the Bank of New York Mellon (the “WISeKey CH ADS Depositary”) will not make an election to receive WISeKey BVI Class B Shares on behalf of ADS holders, holders who wish to have the opportunity to elect to receive WISeKey BVI Class B Shares in the Merger must: (i) present their WISeKey CH ADSs to the WISeKey CH ADS Depositary for cancellation, (ii) pay the applicable fees of the WISeKey CH ADS Depositary, and (iii) become a holder of the corresponding WISeKey CH Class B Shares before the cut off date established by WISeKey CH to exercise election rights. The election date, along with the detailed procedures and applicable deadlines for making your election, will be announced after the Extraordinary General Meeting.

Under the WISeKey BVI Articles, the number of WISeKey BVI Class B Shares that can be outstanding will be limited such that the WISeKey BVI Class B Shares do not represent more than 49.999999% of the voting rights in WISeKey BVI before the WISeKey BVI Class F Shares are taken into consideration and assuming all shareholders are present at a given shareholders’ meeting. We refer to this cap as the “WISeKey BVI Class B Share Cap.”

If the aggregate number of WISeKey BVI Class B Shares timely and validly elected to be received in the Merger by all electing WISeKey CH shareholders exceeds the WISeKey BVI Class B Share Cap (as described above and in “Description of Securities After the Merger”), each electing shareholder shall receive its pro rata portion of the WISeKey BVI Class B Share Cap, corresponding to a fraction determined by dividing (i) the number of WISeKey BVI Class B Shares elected to be received by such shareholder by (ii) the aggregate number of WISeKey BVI Class B Shares elected to be received by all electing shareholders, with the number of WISeKey BVI Class B Shares so allocated to each electing WISeKey CH shareholder rounded down to the nearest whole multiple of ten (10) WISeKey BVI Class B Shares, such that the total number of WISeKey BVI Class B Shares issued pursuant to such elections does not exceed the WISeKey BVI Class B Share Cap. Any entitlements to WISeKey BVI Class B Shares that are not satisfied as a result of such proration and rounding will be satisfied in WISeKey BVI Ordinary Shares (for WISeKey CH Class B Shares) and WISeKey Class F Shares (for WISeKey CH Class A Shares), respectively, on the basis of (a) one (1) WISeKey BVI Ordinary Share for each WISeKey CH Class B Share not allocated in WISeKey BVI Class B Shares to the electing holder, due to the WISeKey BVI Class B Share Cap proration and rounding, and (b) one (1) WISeKey BVI Class F Share for each WISeKey CH Class A Share not allocated to the electing holder in WISeKey BVI Class B Shares, due to the WISeKey BVI Class B Share Cap proration and rounding.

Holders of WISeKey CH Shares may make elections on a share-by-share basis, such that a holder may elect to receive (a) for holders of WISeKey CH Class B Shares, WISeKey BVI Ordinary Shares in respect of some of its WISeKey CH Class B Shares and WISeKey BVI Class B Shares in respect of other WISeKey CH Class B Shares, or (b) for holders of WISeKey CH Class A Shares, WISeKey BVI Class F Shares in respect of some of its WISeKey CH Class A Shares and WISeKey BVI Class B Shares in respect of other WISeKey CH Class A Shares.

Holders of WISeKey CH Class B Shares who do not validly or timely make the election to receive WISeKey BVI Ordinary Shares or WISeKey BVI Class B Shares will receive one (1) WISeKey BVI Ordinary Share for each WISeKey CH Class B Share held immediately prior to the effectiveness of the Merger. For further details on the procedure for the exercise of the election right, see “Proposal No. 1 Approval of the Merger Agreement — Exchange of Shares; Delivery of Shares to Former Record Holders.”

Holders of WISeKey CH Class A Shares who do not validly or timely make the election to receive WISeKey BVI Class F Shares or WISeKey BVI Class B Shares will receive one (1) WISeKey BVI Class F Share for each WISeKey CH Class A Share held immediately prior to the effectiveness of the Merger. For further details on the procedure for the exercise of the election right, see “Proposal No. 1 Approval of the Merger Agreement — Exchange of Shares; Delivery of Shares to Former Record Holders.”

The date of this prospectus is July 31, 2026. A copy of the Notice of Extraordinary General Meeting of Shareholders and the Registration and Authorization Form is expected to be mailed on or about August 10, 2026, to each holder of WISeKey CH Class B Shares and WISeKey CH Class A Shares registered at that time in the WISeKey CH share register maintained by Computershare Switzerland AG. Shareholders registered in the share register with voting rights as of the close of business at 5:00 p.m. Swiss time on September 2, 2026, will be entitled to participate in and vote at the Extraordinary General Meeting. A copy of this prospectus, including the Notice of Extraordinary General Meeting of Shareholders, and the ADS voting card is being distributed to holders of WISeKey CH ADSs of record as of July 22, 2026.

Whether or not you plan to attend the Extraordinary General Meeting of Shareholders, please provide your voting instructions by either marking the applicable boxes beside the agenda items on the Internet voting site for registered shareholders, https://www.gvote.ch, or on our Registration and Authorization Form that will be made available to registered shareholders and returning the completed Registration and Authorization Form, signed and dated, by post to the address indicated on such form.

ABOUT THIS PROSPECTUS

WISeKey BVI has filed a Registration Statement on Form F-4 with the SEC to register WISeKey BVI Ordinary Shares and WISeKey BVI Class B Shares in connection with the Merger. This prospectus is a part of that registration statement and constitutes a prospectus of WISeKey BVI under applicable U.S. securities laws.

You should rely only on the information contained in this prospectus or the information that we have referred you to. Neither WISeKey CH nor WISeKey BVI has authorized anyone to provide you with any additional information. This prospectus is dated as of the date listed on the cover page. You should not assume that the information in this prospectus, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since such dates.

This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

“AI” means Artificial Intelligence.

“ANSSI” means the Agence Nationale de la Sécurité des Systèmes d’Information, the French National Cybersecurity Agency.

“ASIC” means Application-Specific Integrated Circuit.

“AWS” means Amazon Web Services.

“Bank Reyl” means REYL & Cie SA, Rue du Rhône 4, 1204 Geneva, Switzerland.

“Board of Directors” refers to WISeKey’s board of directors.

“BVI” means the British Virgin Islands.

“BVI Companies Act” means the BVI Business Companies Act, Revised Edition 2020.

“CH” means the Swiss Confederation.

“CHF” and “Swiss francs” refer to the legal currency of Switzerland.

“Code” refers to the U.S. Internal Revenue Code of 1986, as amended.

“Commercial Register” means the commercial register of the Canton of Zug, Switzerland.

“Company” means WISeKey CH before the Merger and WISeKey BVI after the Merger.

“Common Criteria EAL” refers to the Common Criteria Evaluation Assurance Level attributed to an IT product or system on a grade of 1 to 7 with 7 being the highest.

“Convergence” means WISeKey’s strategy, announced in 2025, of integrating its four foundational pillars — semiconductors, satellites, blockchain, and digital identity — into unified and interoperable ecosystems, enabling the delivery of end-to-end solutions where each component reinforces the other.

“CSNA 2.0” means “Commercial National Security Algorithm Suite 2.0”— the updated suite of quantum-resistant cryptographic algorithms approved by the NSA for use in National Security Systems, as published in the NSA Cybersecurity Advisory (CSA) dated September 2022, which are analyzed as being secure against both classical and quantum computers.

“DTC” means The Depository Trust Company, which is the central clearing and settlement system for dematerialized equity securities in the U.S.

“ECC” means Elliptic Curve Cryptography, a key-based technique for encrypting data.

“Exchange Ratio” refers to the number and class of WISeKey BVI Shares a holder of WISeKey CH Shares will receive pursuant to the terms of the Merger Agreement and as described in this Prospectus.

“Effective Time” means the date on which (1) the Merger has been recorded in the daily ledger of the Commercial Register of the Canton of Zug and such entry becomes effective as a result of the approval by the Swiss Federal Commercial Register Office, and (2) the registry maintained by the Financial Services Commission of the British Virgin Islands responsible for the incorporation, registration and regulation of companies in the British Virgin Islands has registered the Articles of Merger and Plan of Merger and issued a certificate of compliance.

“Fabless Semiconductor Company” means a company that designs and sells semiconductors while outsourcing manufacturing to specialized foundries, which reduces capital costs, increases flexibility, speeds up product cycles, and allows more resources for design and R&D. Companies like Nvidia, AMD, and Qualcomm are typical examples of fabless semiconductor companies.

“FIDO” means Fast Identity Online.

“FIPS140-2” refers to the Federal Information Processing Standard Publication 140-2 and is a US government computer security standard which is graded in levels from 1 to 4.

“INeS” refers to WISeKey’s PKI-as-a-Service software for issuing, managing, and validating digital credentials for IoT devices.

“IC” means an Integrated Circuit.

“IC’Alps” means IC’Alps SASU, a France-based semiconductor design company.

“IoBT” means the Internet of Battlefield Things.

“IoT” means the Internet of Things.

“IPv6” means version six of the Internet Protocol.

“Independent Proxy” means Anwaltskanzlei Keller AG, Splügenstrasse 8, 8027 Zurich, Switzerland, the representative elected by the holders of WISeKey CH Shares at WISeKey CH’s 2026 annual general meeting to serve as the statutory independent voting representative of holders of WISeKey CH Shares to exercise their voting rights on their behalf in accordance with their instructions at any general meeting of shareholders convened prior to WISeKey CH’s 2027 general meeting of shareholders.

“IRS” refers to the U.S. Internal Revenue Service.

“Jobs Act” refers to the U.S. Jumpstart Our Business Startups Act of 2012.

“LEO-IoT” means Low Earth Orbit Internet of Things.

“LoRa” means Long Range and refers to a low-power, wide-area network (LPWAN) wireless technology designed for IoT, offering long-range communication (kilometers) with minimal power usage (10+ year battery life).

“Merger” means the merger of WISeKey CH with and into WISeKey BVI pursuant to the Merger Agreement

“Merger Agreement” means the Merger Agreement, dated as of June 26, 2026, entered into by and between WISeKey CH and WISeKey BVI, together with all exhibits, schedules, and amendments thereto, pursuant to which WISeKey CH and WISeKey BVI will effect the Merger.

“Merger Agreement Proposal” means the proposal of the WISeKey CH board of directors to its shareholders to approve at the Extraordinary General Meeting the Merger Agreement, as described in this prospectus and in the Merger Report made available to the holders of WISeKey CH shareholders, pursuant to which the Merger would be effected.

“Merger Consideration” means the number and class of WISeKey BVI Shares a holder of WISeKey CH Shares will receive in accordance with the Exchange Ratio.

“Merger Report” means the report prepared by the boards of directors of WISeKey CH and WISeKey BVI in accordance with the Swiss Merger Act, which sets out the legal and economic basis for the Merger, explains the terms and expected effects of the Merger for shareholders, creditors, and employees, and describes the valuation methods used in connection with the Merger.

“NASDAQ” refers to the Nasdaq Stock Market LLC.

“NB-IoT” means Narrowband Internet of Things and refers to a low-power wide-area network (LPWAN) radio technology standard developed by 3GPP for cellular network devices and services. NB-IoT focuses specifically on indoor coverage, long battery life, and high connection density.

“NCCOE” means the U.S. National Cybersecurity Center of Excellence.

“NIST” refers to the U.S. National Institute of Standards & Technology.

“OEM” means an Original Equipment Manufacturer.

“OSAT” means Outsourced Semiconductor Assembly and Testing.

“PKI” means Public Key Infrastructure.

“PoC” means a Proof of Concept.

“PQC” means Post-Quantum Cryptography.

“QAIT” refers to the native digital token of the SEALCOIN platform, the name of which reflects its positioning around Quantum-grade security, Artificial Intelligence integration, and Transactional settlement. The QAIT token serves as a digital access credential, governance instrument, and medium of exchange within the SEALCOIN ecosystem, enabling secure device authentication, transaction settlement, and platform participation.

“QS7001” means the SEALSQ Quantum Shield QS7001™ next-generation secure semiconductor that embeds NIST-standardized post-quantum cryptography algorithms ML-KEM (Kyber) and ML-DSA (Dilithium) directly in hardware.

“QSOC” means Quantum Spatial Orbital Cloud, SEALSQ’s satellite-based secure communications initiative based on an anticipated right of use for the capacity in a portion of WISeSat’s satellites.

“QUASAR” means QUAntum resistant Secure Architecture.

“Record Date” means September 2, 2026, being the date as of which holders of WISeKey CH Shares must be recorded with voting rights in the WISeKey CH share register maintained by Computershare Switzerland to be entitled to exercise voting rights at the Extraordinary General Meeting in respect of the Merger Agreement Proposal.

“Registration and Authorization Form” means the form by which holders of WISeKey CH Shares (i) appoint WISeKey CH’s Independent Proxy and provide voting instructions on the Merger Agreement Proposal and any other matters duly presented for consideration at the Extraordinary General Meeting and (ii) request an admission card to attend the Extraordinary General Meeting in person or to grant proxy to a third party.

“RSA” means Rivest-Shamir-Aelman, a public-key encryption algorithm.

“SaaS” refers to Software as a Service.

“Sarbanes-Oxley Act” refers to the U.S. Sarbanes-Oxley Act of 2002.

“SEALCOIN” refers to WISeKey’s subsidiary SEALCOIN AG.

“SEALSQ” refers to WISeKey’s subsidiary SEALSQ Corp.

“SEALSQ France” refers to WISeKey’s subsidiary SEALSQ France SAS.

“SEC” refers to the U.S. Securities and Exchange Commission.

“Securities Act” refers to the U.S. Securities Act of 1933, as amended.

“Securities Exchange Act” and “Exchange Act” refer to the U.S. Securities and Exchange Act of 1934, as amended.

“SIS” means SIX SIS AG, which is the central clearing and settlement system for dematerialized equity securities in Switzerland, or any successor or replacement clearing system accepted by the SIX Swiss Exchange.

“SIX” means SIX Swiss Exchange Ltd, Hardturmstrasse 201, 8005 Zurich, Switzerland, the stock exchange on which the WISeKey CH Class B Shares are listed and traded and on which the WISeKey BVI Ordinary Shares are expected to be listed in the form of a primary listing and traded after completion of the Merger.

“Spin-Off Distribution” means the May 23, 2023 transaction whereby WISeKey distributed 20% of SEALSQ’s outstanding ordinary shares to holders of WISeKey Class B Shares, including to holders of ADSs representing WISeKey Class B Shares, and to holders of WISeKey Class A Shares, as a distribution by way of a dividend in kind to such holders who held Class B Shares and Class A Shares as of the May 19, 2023 record date, and holders of ADSs as of the May 22, 2023 record date, for the Spin-Off Distribution.

“Swiss Exchange Agent” means Bank Reyl or any other financial institution appointed jointly by the board of directors of WISeKey CH and the board of directors of WISeKey BVI prior to the completion of the Merger to act as agent for the purpose of (1) exchanging certificated or book-entry WISeKey CH Shares for the relevant class of WISeKey BVI Shares pursuant to the Exchange Ratio in connection with the Merger and (2) carrying out the procedures for such exchange as set forth in the Merger Agreement, including the distribution of the relevant class of WISeKey BVI Shares to the holders of WISeKey CH Shares.

“Swiss Merger Act” means the Federal Act on Mergers, Demergers, Transformations and the Transfer of Assets dated October 2, 2003, as amended.

“Switzerland” refers to the Swiss Confederation.

“$,” “US $,” “USD” and “U.S. dollars” refer to the legal currency of the United States.

“TPM” means Trust Platform Module.

“USP” refers to Utility Service Providers.

“WISe.ART” refers to WISeKey’s subsidiary WISe.ART AG.

“WISeKey,” “WISeKey Group”, “Company” and “we” means WISeKey CH before the Merger and WISeKey BVI after the Merger.

“WISeKey BVI” means WISeKey International Corp., a BVI business company limited by shares, incorporated with company number: 2179417 and, prior to the Merger, a wholly owned subsidiary of WISeKey CH. Prior to the Effective Time, WISeKey BVI plans to change its name to WISeQey Corp.

“WISeKey BVI Articles” means the proposed memorandum and articles of association of WISeKey BVI to be effective as of completion of the Merger and attached as Annex B to this prospectus.

“WISeKey BVI Class B Shares” means the Class B Shares of WISeKey BVI of no par value, ten (10) votes per share, one-tenth (1/10) of one dividend unit per share and one-tenth (1/10) of one liquidation unit per share.

“WISeKey BVI Class B Share Cap” means the limited number of WISeKey BVI Class B Shares that can be outstanding as authorized under the WISeKey BVI Articles such that the WISeKey BVI Class B Shares do not represent more than 49.999999% of the voting rights in WISeKey BVI before the WISeKey BVI Class F Shares are taken into consideration and assuming all WISeKey BVI shareholders are present at a given shareholders’ meeting.

“WISeKey BVI Class F Shares” means the Class F Shares of WISeKey BVI of no par value, an adjustable number of voting rights such that holders of WISeKey BVI Class F Shares will hold together 49.999999% of the total voting rights in WISeKey BVI at any shareholders’ meeting, one-tenth (1/10) of one dividend unit per share and one-tenth (1/10) of one liquidation unit per share.

“WISeKey BVI Ordinary Shares” means the Ordinary Shares of WISeKey BVI of no par value, one (1) vote per share and one (1) dividend unit per share and one (1) liquidation unit per share.

“WISeKey BVI Shares” means the WISeKey BVI Class B Shares, WISeKey BVI Class F Shares and the WISeKey BVI Ordinary Shares, collectively.

“WISeKey CH” means WISeKey International Holding AG, a Swiss corporation.

“WISeKey CH ADS Program” means the WISeKey CH American Depositary Share program established by WISeKey CH with The Bank of New York Mellon, as depositary bank for the WISeKey CH ADSs.

“WISeKey CH ADSs” means American Depositary Shares, each WISeKey CH ADS representing the right to receive one-half (1/2) of one WISeKey CH Class B Share.

“WISeKey CH ADS Depositary” means The Bank of New York Mellon, as depositary bank for the WISeKey CH ADSs.

“WISeKey CH Articles” refers to WISeKey CH’s Amended and Restated Articles of Association adopted on June 27, 2025.

“WISeKey CH Class A Shares” means the Class A Shares of WISeKey CH, par value CHF 0.01 per share.

“WISeKey CH Class B Shares” means the Class B Shares of WISeKey CH, par value CHF 0.10 per share.

“WISeKey CH Shares” means the WISeKey CH Class A Shares and the WISeKey CH Class B Shares, collectively.

“WISeSat” refers to WISeKey’s subsidiary WISeSat.Space AG.

“ZTP” means Zero Touch Provisioning.

ENFORCEMENT OF CIVIL LIABILITIES

British Virgin Islands

There is no automatic statutory enforcement in the British Virgin Islands of judgments obtained in the U.S., however, the courts of the British Virgin Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that:

•        the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

•        the judgment is final and for a liquidated sum;

•        the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;

•        in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

•        recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and

•        the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

The British Virgin Islands courts are unlikely:

•        to recognize or enforce against WISeKey BVI, judgments of courts of the U.S. predicated upon the civil liability provisions of the securities laws of the U.S.; and

•        to impose liabilities against WISeKey BVI, predicated upon the certain civil liability provisions of the securities laws of the U.S. so far as the liabilities imposed by those provisions are penal in nature.

Switzerland

It is uncertain that Swiss courts would enforce (i) judgments of U.S. courts obtained in actions against WISeKey CH or other persons that are predicated upon the civil liability provisions of U.S. federal securities laws, or (ii) original actions brought against WISeKey CH or other persons predicated upon the Securities Act. The enforceability in Switzerland of a foreign judgment rendered against WISeKey CH or such other persons is subject to the limitations set forth in such international treaties by which Switzerland is bound and the Swiss Federal Private International Law Act. In particular, and without limitation to the foregoing, a judgment rendered by a foreign court may only be enforced in Switzerland if:

•        such foreign court had jurisdiction;

•        such judgment has become final and non-appealable;

•        the court procedures leading to such judgment followed the principles of due process of law, including proper service of process; and

•        such judgment does not violate Swiss law principles of public policy.

In addition, enforceability of a judgment by a non-Swiss court in Switzerland may be limited if WISeKey CH can demonstrate that it or such other persons were not effectively served with process.

CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, the information concerning any expected benefits, effects or results of the Merger, the timing of the Merger, the tax and accounting treatment of the Merger and expenses related to the Merger, our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, acquisitions, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “aspire,” “estimate,” “predict,” “potential,” “goal,” “target,” “continue,” “may,” and “should,” or the negative of these terms or similar expressions.

Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Shareholders should not place undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this prospectus except as required by law.

The following and other risks, which are described in greater detail in “Risk Factors” and other sections of this prospectus, as well as other risks described in WISeKey CH’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and other filings with the SEC, could cause our results to differ materially from those expressed in forward-looking statements:

•        an inability to complete the Merger on a timely basis or at all;

•        an inability to realize expected benefits from the Merger or the occurrence of difficulties in connection with the Merger;

•        costs related to the Merger, which could be greater than expected;

•        the impact of certain provisions of WISeKey CH’s or WISeKey BVI’s articles of association on unsolicited takeover proposals;

•        WISeKey’s anticipated goals, growth strategies and profitability;

•        Future operating or financial results;

•        WISeKey’s planned capital expenditure program for additional production lines to be added to WISeKey’s supply chain;

•        The development of post-quantum cryptography products and WISeKey’s expectation to generate revenue from such products;

•        The potential for post-quantum cryptography products and estimated market size and market growth including with respect to WISeKey’s long-term business strategy for post-quantum cryptography;

•        WISeKey’s intention to make investments in sales and marketing operations including R&D of new products, such as post-quantum cryptography, WISe.ART, WISeSat, and ASIC capabilities following the IC’Alps acquisition;

•        WISeKey’s plans for global customer base expansion;

•        The establishment of a Design Center, OSAT and Personalization project and the projected additional revenue that it will generate;

•        The timing and expected revenues from the commercial deployment of the QS7001 quantum-resistant semiconductor, including the first production revenues anticipated in the latter part of 2026;

•        SEALSQ’s anticipated pipe growth in 2026;

•        WISeKey’s expansion of the WISeSat project;

•        WISeKey’s expectation about the development of markets for the WISeSat Low Earth Orbit satellites;

•        WISeKey’s development and tokenization of WISe.ART;

•        WISeKey’s plan to evolve the WISeID platform to include Web 3.0 capabilities, such as Distributed Identity;

•        WISeKey’s timeline related to the deployment of SEALCOIN;

•        SEALSQ’s forecasted decrease in the sales of SEALSQ’s traditional semiconductor chips, as SEALSQ’s customers transition towards post-quantum semiconductor technologies;

•        WISeKey’s investment in quantum-as-a-service and quantum computing in the cloud;

•        WISeSat’s development of the QSOC satellite-based secure communications initiative with SEALSQ;

•        WISeSat’s plans to develop dedicated ground-segment infrastructure, including antenna and mission-control capabilities in Switzerland and other geographies, and the establishment of WISeSat Iberia S.A. in Spain;

•        WISeSat’s reliance on third-party satellite manufacturers and launch service providers for the procurement, manufacture, launch and deployment of satellites;

•        WISeKey’s belief that the products resulting from WISeKey’s R&D will create additional opportunities for growth;

•        WISeKey’s expectation about the development of the markets for WISeKey, including post-quantum cryptography products, customized security offerings through ASICs, increase in cyber threats and growth of secure hardware market, growing demand for IoT solutions, increase in cybersecurity spending based on the recent regulations and legislations;

•        WISeKey’s intent to invest heavily in the ongoing development of WISeKey’s products and technology including anticipated fab capacity expansion and utilization and expected ramp and production timelines for the Company’s post-quantum semiconductors;

•        SEALSQ’s ability to successfully integrate IC’Alps and achieve the expected benefits, including expanded ASIC design capabilities and enhanced custom chip design services;

•        The risk that Quanitisimo and GigCapital8 may be unable to negotiate or execute definitive agreements relating to the proposed transaction, and the risk that the proposed transaction may not be completed in a timely manner or at all;

•        Quantisimo’s ability to successfully develop, commercialize, acquire, integrate, and scale quantum-related technologies, businesses, and investments, achieve projected growth objectives, valuation targets, or operational milestones, and the future adoption, commercialization, and market acceptance of quantum technologies.

•        Whether or not WISeKey is or will be a PFIC;

•        Changes in global trade policies, including the adoption and expansion of tariffs and trade barriers, that could affect the macro-economic environment and adversely impact the demand for WISeKey’s products;

•        The availability and costs of equipment, raw materials, utilities, third-party manufacturing services and technology, or other supplies required by WISeKey’s operations; and

•        Assumptions underlying or related to any of the foregoing.

The preceding list is not intended to be an exhaustive list of all of WISeKey’s forward-looking statements. The forward-looking statements are based on WISeKey’s beliefs, assumptions and expectations of future performance, taking into account the information currently available to WISeKey and are only predictions based upon WISeKey’s current expectations and projections about future events. There are important factors that could cause WISeKey’s

actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Those factors include, in addition to those set forth in “Risk Factors” and those included elsewhere in this report, among others, the following:

•        The inability to realize estimated financial position, results of operations or cash flows;

•        The adoption by developers and customers of quantum computing;

•        SEALSQ’s ability to sell post-quantum cryptography products to customers;

•        The inherent uncertainty associated with financial projections and valuation techniques;

•        WISeKey’s ability to anticipate market needs and opportunities;

•        WISeKey’s ability to attract new customers and retain existing customer base;

•        WISeKey’s ability to foster innovation, to develop new products and enhancements to WISeKey’s existing products;

•        The demand for WISeKey’s products or for the goods into which WISeKey’s products are incorporated;

•        WISeKey’s expectation that order commitments and non-cancellable orders it received are properly executed;

•        The sufficiency of its cash and cash equivalents to meet WISeKey’s liquidity needs;

•        The impact of any supply chain disruption that WISeKey may experience;

•        WISeKey’s dependency on the timely supply of equipment and materials from its third-party suppliers;

•        WISeKey’s ability to protect WISeKey’s intellectual property rights;

•        WISeKey’s ability to keep pace with technical advances in cryptography and semiconductor design;

•        WISeKey’s ability to raise funds for investment by cash flow from operating activities, advance payments from a key customer, and grants and other available subsidies from funding agencies;

•        WISeKey’s ability to reduce its cost structure and general and administrative costs;

•        WISeKey’s ability to attract new customers and retain and expand within WISeKey’s existing customer base;

•        WISeKey’s ability to foster innovation, to develop new products and enhancements to WISeKey’s existing products;

•        The potential impact of pandemics or health emergencies affecting WISeKey’s clients’ ability and willingness to spend money in security applications and WISeKey’s supplier’s ability to source key components and material;

•        The future growth of the information technology and cybersecurity industry;

•        Risks relating to WISeKey’s ability to implement its growth strategies and its Group’s restructuring;

•        WISeKey’s ability to achieve some or all of the expected benefits from the spin-off of SEALSQ Corp;

•        WISeKey’s ability to complete the proposed business combination between WISeSat and Columbus Acquisition Corp. and achieve the expected benefits from the proposed public listing of WISeSat;

•        Any references to anticipated enterprise values, future valuation objectives, acquisition opportunities, strategic growth initiatives, market opportunities, expected benefits, or long-term business prospects relating to Quantisimo are based on preliminary assumptions and management expectations that are inherently uncertain and subject to significant business, economic, competitive, regulatory, financing, and market risks;

•        SEALSQ is expected to contribute selected assets and strategic interests to Quantisimo, including assets and interests from its SealQuantum.com portfolio of companies and certain investments, technologies, intellectual property, and strategic initiatives, and there can be no assurance that any such proposed asset contributions will be approved or consummated.

•        WISeKey’s ability to successfully complete the proposed redomiciliation from Switzerland to the British Virgin Islands and the potential effects thereof;

•        WISeKey’s ability to successfully hire and retain qualified employees and key personnel;

•        WISeKey’s ability to prevent security breaches and unauthorized access to confidential customer information;

•        WISeKey’s ability to comply with modified or new laws and regulations relating to WISeKey’s industries;

•        The activities of WISeKey’s competitors and the introduction of competing products by WISeKey’s competitors;

•        Market demand and semiconductor industry conditions;

•        WISeKey’s ability to successfully introduce new technologies and products;

•        Uncertain negative effects from the imposition by the United States of tariffs, or other restrictions;

•        Risks related to SEALSQ’s digital asset holdings, including volatility, regulatory uncertainty, custodian counterparty risks, and the potential impact of spot Bitcoin and Ethereum ETPs on the market price of SEALSQ’s ordinary shares;

•        The cyclical nature of the semiconductor industry;

•        An economic downturn in the semiconductor industry;

•        WISeKey’s ability to comply with U.S. and other applicable international laws and regulations;

•        Changes in WISeKey’s overall tax position as a result of changes in tax laws or tax rates, new or revised legislation, the outcome of tax audits or changes in international tax treaties which may impact WISeKey’s results of operations as well as WISeKey’s ability to accurately estimate tax credits, benefits, deductions and provisions and to realize deferred tax assets;

•        Fluctuations in the exchange rates between the U.S. dollar and the other major currencies WISeKey uses for WISeKey’s operations;

•        WISeKey’s ability to collect accounts receivable;

•        Changes in certain commodities used as raw material, which may affect WISeKey’s gross margin; and

•        How long WISeKey will qualify as a foreign private issuer and the potential consequences of losing foreign private issuer status.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Such risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks before deciding how to vote.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements.

AGENDA AND PROPOSAL TO BE RESOLVED UPON
AT THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
WISEKEY INTERNATIONAL HOLDING AG
TO BE HELD ON September 9, 2026

The Board of Directors (the “Board”) of WISeKey International Holding AG (“WISeKey CH”) submits the following agenda item and proposal for resolution and approval by its shareholders at the Company’s Extraordinary General Meeting to be held on September 9, 2026, at 15:00 Swiss time, at Homburger AG, Hardstrasse 201, 8005 Zurich, Switzerland.

In this prospectus, we sometimes refer to WISeKey CH as “we” or “our.” We refer to WISeKey International Corp., a BVI business company limited by shares and wholly-owned subsidiary of WISeKey CH as “WISeKey BVI.” We also refer to WISeKey CH prior to the Merger and WISeKey BVI following the Merger as “WISeKey” or the “Company”.

QUESTIONS AND ANSWERS ON THE SOLICITATION AND THE VOTING

The following questions and answers are intended to address briefly some commonly asked questions regarding the matters that will be presented at the Extraordinary General Meeting. These questions and answers may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this prospectus and its annexes for more information.

Q.     Why am I receiving this prospectus?

A.     Our Board of Directors has unanimously approved the reorganization of our current holding company — WISeKey CH, which is incorporated under Swiss law, to a new holding company — WISeKey BVI, which is incorporated under BVI law. The reorganization will be effected by the merger of WISeKey CH with and into a BVI business company limited by shares, with WISeKey BVI surviving as the publicly traded company and successor to WISeKey CH. As a result of the Merger, each shareholder of WISeKey CH (except for WISeKey CH or any of its subsidiaries, whose shares in WISeKey CH, including WISeKey CH Shares in the form of ADSs, will be cancelled) will become a holder of WISeKey BVI Shares as follows:

•        Holders of WISeKey CH Class B Shares, par value CHF 0.10 per share (each, a “WISeKey CH Class B Share”), will be entitled, with respect to each WISeKey CH Class B Share held immediately prior to the effectiveness of the Merger, to elect to receive either:

•        one (1) WISeKey BVI ordinary share, with no par value (each, a “WISeKey BVI Ordinary Share”), or

•        ten (10) WISeKey BVI Class B shares, with no par value (each, a “WISeKey BVI Class B Share”), subject to such holders’ timely and valid election and to the “WISeKey BVI Class B Share Cap” as described below.

•        Holders of WISeKey CH Class A Shares, par value CHF 0.01 per share (each, a “WISeKey CH Class A Share”), will be entitled, with respect to each WISeKey CH Class A Share held immediately prior to the effectiveness of the Merger, to elect to receive either:

•        one (1) WISeKey BVI Class F share, with no par value (each, a “WISeKey BVI Class F Share”), or

•        one (1) WISeKey BVI Class B Share, subject to such holders’ timely and valid election and to the “WISeKey BVI Class B Share Cap” as described below.

•        Holders of WISeKey CH American Depositary Shares (each, a “WISeKey CH ADS”), each WISeKey CH ADS representing the right to receive one-half (1/2) of one WISeKey CH Class B Share, will not have the ability to elect to receive WISeKey BVI Class B Shares. Instead, they will be entitled to receive one-half (1/2) of one WISeKey BVI Ordinary Share for each WISeKey CH ADS held immediately prior to the effectiveness of the Merger, subject to the applicable terms of the deposit agreement for the WISeKey CH ADSs. Because the WISeKey CH ADS Depositary will not make an election to receive WISeKey BVI Class B Shares on behalf of ADS holders, holders who wish to have the opportunity to elect to receive WISeKey BVI Class B Shares in the Merger must: (i) present their WISeKey CH ADSs to the WISeKey CH ADS Depositary for cancellation, (ii) pay the applicable fees of the WISeKey CH ADS Depositary, and (iii) become a holder of the corresponding WISeKey CH Class B Shares before the cut off date established by WISeKey CH to exercise election rights. The election date, along with the detailed procedures and applicable deadlines for making your election, will be announced after the Extraordinary General Meeting.

In accordance with the WISeKey BVI Articles, the number of WISeKey BVI Class B Shares that can be outstanding will be limited such that the WISeKey BVI Class B Shares do not represent more than 49.999999% of the voting rights in WISeKey BVI before the WISeKey BVI Class F Shares are taken into consideration and assuming all shareholders are present at a given shareholders’ meeting. We refer to this cap as the “WISeKey BVI Class B Share Cap.”

If the aggregate number of WISeKey BVI Class B Shares timely and validly elected to be received in the Merger by all electing WISeKey CH shareholders exceeds the WISeKey BVI Class B Share Cap (as described above and in “Description of Securities After the Merger”), each electing shareholder shall receive its pro rata portion of the WISeKey BVI Class B Share Cap, corresponding to a fraction determined by dividing (i) the number of WISeKey BVI Class B Shares elected to be received by such shareholder by (ii) the aggregate number of WISeKey BVI Class B Shares elected to be received by all electing shareholders, with the number of WISeKey BVI Class B Shares so allocated to each electing WISeKey CH shareholder rounded down to the nearest whole multiple of ten (10) WISeKey BVI Class B Shares, such that the total number of WISeKey BVI Class B Shares issued pursuant to such elections does not exceed the WISeKey BVI Class B Share Cap. Any entitlements to WISeKey BVI Class B Shares that are not satisfied as a result of such proration and rounding will be satisfied in WISeKey BVI Ordinary Shares (for

WISeKey CH Class B Shares) and WISeKey Class F Shares (for WISeKey CH Class A Shares), respectively, on the basis of (a) one (1) WISeKey BVI Ordinary Share for each WISeKey CH Class B Share not allocated in WISeKey BVI Class B Shares to the electing holder, due to the WISeKey BVI Class B Share Cap proration and rounding, and (b) one (1) WISeKey BVI Class F Share for each WISeKey CH Class A Share not allocated to the electing holder in WISeKey BVI Class B Shares, due to the WISeKey BVI Class B Share Cap proration and rounding.

Holders of WISeKey CH Shares may make elections on a share-by-share basis, such that a holder may elect to receive (a) for holders of WISeKey CH Class B Shares, WISeKey BVI Ordinary Shares in respect of some of its WISeKey CH Class B Shares and WISeKey BVI Class B Shares in respect of other WISeKey CH Class B Shares, or (b) for holders of WISeKey CH Class A Shares, WISeKey BVI Class F Shares in respect of some of its WISeKey CH Class A Shares and WISeKey BVI Class B Shares in respect of other WISeKey CH Class A Shares.

Holders of WISeKey CH Class B Shares who do not validly or timely make the election to receive WISeKey BVI Ordinary Shares or WISeKey BVI Class B Shares will receive one (1) WISeKey BVI Ordinary Share for each WISeKey CH Class B Share held immediately prior to the effectiveness of the Merger. For further details on the procedure for the exercise of the election right, see “Proposal No. 1 Approval of the Merger Agreement — Exchange of Shares; Delivery of Shares to Former Record Holders.”

Holders of WISeKey CH Class A Shares who do not validly or timely make the election to receive WISeKey BVI Class F Shares or WISeKey BVI Class B Shares will receive one (1) WISeKey BVI Class F Share for each WISeKey CH Class A Share held immediately prior to the effectiveness of the Merger. For further details on the procedure for the exercise of the election right, see “Proposal No. 1 Approval of the Merger Agreement — Exchange of Shares; Delivery of Shares to Former Record Holders.”

See “Description of Securities After the Merger”.

In connection with the Merger, the Board of Directors is submitting to our shareholders for approval at the Extraordinary General Meeting the Merger Agreement, as described herein and in the Merger Report made available to shareholders, pursuant to which the Merger would be effected (the “Merger Agreement Proposal”).

We will not complete the Merger unless the Merger Agreement Proposal is approved by our shareholders at the Extraordinary General Meeting.

We are asking you to vote on the Merger Agreement Proposal, which is why we have called the Extraordinary General Meeting. We encourage you to read this prospectus carefully.

A copy of the Notice of Extraordinary General Meeting of Shareholders and the Registration and Authorization Form is expected to be mailed on or about August 10, 2026, to each holder of WISeKey CH Class B Shares and WISeKey CH Class A Shares registered at that time in the WISeKey CH share register maintained by Computershare Switzerland AG. Shareholders registered in the share register with voting rights as of the close of business at 5:00 p.m. Swiss time on September 2, 2026, will be entitled to participate in and vote at the Extraordinary General Meeting.

Holders of WISeKey CH ADSs will not be able to attend and vote in person at the Extraordinary General Meeting, but holders of WISeKey CH ADSs as of the applicable WISeKey CH ADS record date, July 22, 2026, will be afforded the opportunity to instruct the WISeKey CH ADS Depositary to submit voting instructions in respect of the WISeKey CH Class B Shares represented by the WISeKey CH ADSs they hold as of the WISeKey CH ADS record date to our Independent Proxy, Anwaltskanzlei Keller AG, Splügenstrasse 8, 8027 Zurich, Switzerland. We will instruct the WISeKey CH ADS Depositary to distribute a copy of the prospectus, together with applicable voting instructions and an ADS voting instructions card, to the holders of WISeKey CH ADSs as of the WISeKey CH ADS record date.

Under Section 4.7 of the amended and restated deposit agreement dated as of May 19, 2022, the WISeKey CH ADS Depositary will not vote the WISeKey CH Class B Shares underlying your WISeKey CH ADSs on its own. It will only vote in accordance with your timely voting instructions, except as described below. If the WISeKey CH ADS Depositary does not receive your voting instructions by the WISeKey CH ADS voting deadline, you will be deemed to have instructed the WISeKey CH ADS Depositary to vote the WISeKey CH Class B Shares underlying your ADSs in accordance with the recommendations of the WISeKey CH Board of Directors. However, the WISeKey CH ADS Depositary will not vote WISeKey CH Class B Shares underlying unvoted WISeKey CH ADSs for any matter at the Extraordinary General Meeting if WISeKey CH informs the WISeKey CH ADS Depositary that: (A) WISeKey CH does not wish such proxy to be given; (B) substantial opposition to the matter exists; or (C) the matter may materially adversely affect the rights of WISeKey CH Class B Shareholders.

Holders of WISeKey CH ADSs who wish to attend and vote at the Extraordinary General Meeting in person will be required to present their WISeKey CH ADSs to the WISeKey CH ADS Depositary for cancellation, pay the applicable fees of the WISeKey CH ADS Depositary and become direct shareholders on the WISeKey CH register sufficiently prior to Record Date for the Extraordinary General Meeting.

Q.     What is the Merger?

A.     The Merger is the method by which we will effect the reorganization of our current holding company, WISeKey CH, which is incorporated under Swiss law, to a new holding company, WISeKey BVI, which is incorporated under BVI law. WISeKey CH will merge with and into WISeKey BVI, with WISeKey BVI being the successor and surviving company and WISeKey CH being dissolved without liquidation. WISeKey BVI will assume, by operation of Swiss law and BVI law, all of the assets and liabilities held by WISeKey CH immediately prior to the Merger. See the following chart for more information.

Q.     What will the new company’s name be after the Merger?

A.     Prior to the Effective Time, WISeKey International Corp. plans to change its name to WISeQey Corp. Following the Merger, WISeQey Corp will be the publicly traded successor company to WISeKey CH.

Structure Chart Before and After the Merger

You, as a holder of WISeKey CH Class B Shares, will be entitled, with respect to each WISeKey CH Class B Share held immediately prior to the effectiveness of the Merger, to elect to receive either (i) one (1) Nasdaq-listed and SIX-listed WISeKey BVI Ordinary Share, or (ii) ten (10) WISeKey BVI Class B Shares, subject to your timely and valid election and to the “WISeKey BVI Class B Share Cap” as described in this prospectus. Holders of WISeKey CH Class B Shares may make elections on a share-by-share basis, such that a holder may elect to receive WISeKey BVI Ordinary Shares in respect of some of its WISeKey CH Class B Shares and WISeKey BVI Class B Shares in respect of other WISeKey CH Class B Shares.

You, as a holder of WISeKey CH Class A Shares, will be entitled, with respect to each WISeKey CH Class A Share held immediately prior to the effectiveness of the Merger, to elect to receive either (i) one (1) WISeKey BVI Class F Share, or (ii) one (1) WISeKey BVI Class B Share, subject to your timely and valid election and to the “WISeKey BVI Class B Share Cap” as described in this prospectus. Holders of WISeKey CH Class A Shares may make elections on a share-by-share basis, such that a holder may elect to receive WISeKey BVI Class F Shares in respect of some of its WISeKey CH Class A Shares and WISeKey BVI Class B Shares in respect of other WISeKey CH Class A Shares.

You, as a holder of WISeKey CH ADSs, will be entitled to receive, one half of one (1/2) Nasdaq-listed and SIX-listed WISeKey BVI Ordinary Share in exchange for each WISeKey CH ADS held by you immediately prior to the effectiveness of the Merger.

Each WISeKey CH Share will, on completion of the Merger, be delisted, cancelled and cease to exist.

Immediately after the Merger, the number of WISeKey BVI Ordinary Shares you own will be the same as the number of WISeKey CH Class B Shares you held (including WISeKey CH Class B Shares represented by WISeKey CH ADSs) immediately prior to the Merger, unless you timely and validly elect to receive WISeKey BVI Class B Shares. After the Merger, WISeKey BVI will continue to conduct the same businesses in a holding company capacity that WISeKey CH conducted prior to the Merger.

Q.     Who are the parties to the Merger?

A.     The parties to the Merger are WISeKey CH and WISeKey BVI.

Q.     What will be the tax status of WISeKey BVI after the Merger?

A.     Upon completion of the Merger, WISeKey BVI intends to remain a tax resident in Switzerland.

Q.     What is the “WISeKey BVI Class B Share Cap” on the WISeKey BVI Class B Shares?

A.     Under the WISeKey BVI Articles, the number of WISeKey BVI Class B Shares that can be outstanding will be limited such that the WISeKey BVI Class B Shares do not represent more than 49.999999% of the voting rights in WISeKey BVI before the WISeKey BVI Class F Shares are taken into consideration and assuming all shareholders are present at a given shareholders’ meeting. We refer to this cap as the “WISeKey BVI Class B Share Cap.”

The WISeKey BVI Class B Share structure and the election process to receive WISeKey BVI Class B Shares in the Merger have been designed to enable the holders of WISeKey CH Class B Shares, upon such election, to preserve the economic and governance rights that existed in WISeKey CH Class B Shares in general, subject however to the (i) voting rights of the WISeKey BVI Class F Shares and (ii) WISeKey BVI Class B Share Cap. Each WISeKey BVI Class B Share will have one-tenth of one (1/10) dividend/liquidation entitlement unit per share, whereas WISeKey BVI Ordinary Shares will have one (1) full dividend/liquidation entitlement unit per share. While on a per share basis, a WISeKey BVI Class B Share has a reduced dividend/liquidation entitlement right (one-tenth of one dividend/liquidation entitlement unit per share) as compared to a WISeKey CH Class B Share (one full dividend/liquidation entitlement unit per share), the holders of WISeKey CH Class B Shares who timely and validly elect to receive WISeKey BVI Class B Shares will receive ten (10) WISeKey BVI Class B Shares for each one (1) WISeKey CH Class B Share subject to the election (thereby preserving the entitlement to one full dividend/liquidation entitlement unit in the 10 WISeKey BVI Class B Shares so received). As a result, a holder of WISeKey CH Class B Shares electing to receive WISeKey BVI Class B Shares will not, upon such exchange into WISeKey BVI Class B Shares, be subject to a reduction in dividend/liquidation entitlements in WISeKey (due to the exchange ratio of ten (10) WISeKey BVI Class B Shares for each one (1) WISeKey CH Class B Share).

Q.     What happens if the number of WISeKey CH Class B Shares elected to be converted into WISeKey BVI Class B Shares exceeds the “WISeKey BVI Class B Share Cap”?

A.     The allocation of WISeKey BVI Class B Shares to electing holders of WISeKey CH Shares will be in ten (10) WISeKey BVI Class B Share increments. To the extent the aggregate WISeKey BVI Class B Shares allocations exceed the WISeKey BVI Class B Share Cap, the allocation for each electing holder of WISeKey CH Class B Shares will be pro-rated and rounded down the next lower 10 WISeKey BVI Class B Share increment. Any WISeKey CH Class B Shares not allocated for exchange into WISeKey BVI Class B Shares to the extent of the holder’s full election due to the WISeKey BVI Class B Share Cap will be exchanged into WISeKey BVI Ordinary Shares (each having one vote and entitlement to one dividend/liquidation entitlement unit), on a one for one basis.

So for example, if you hold 1,000 WISeKey CH Class B Shares and elect to receive WISeKey BVI Class B Shares for 500 of those 1,000 WISeKey CH Class B Shares, your election will be aggregated with the elections made by other holders of WISeKey CH Shares. To the extent the aggregate number of WISeKey BVI Class B Shares so elected exceeds the WISeKey BVI Class B Share Cap, the individual per share allocations will be (i) pro-rated down so that the aggregate of the WISeKey BVI Class B Shares allocated does not exceed the WISeKey BVI Class B Share Cap, and then (ii) rounded down to the next lower increment of 10 WISeKey BVI Class B Shares. Assuming that the 500 WISeKey CH Class B Shares for which you have made an election to receive 5,000 WISeKey BVI Class B Shares results in a WISeKey BVI Class B Share Cap downward adjustment to 473.5 WISeKey CH Class B Shares (giving rise to 4,735 WISeKey BVI Class B Shares), the rounding down would give rise to the following WISeKey BVI Share allocation to you:

•        4,730 WISeKey BVI Class B Shares (rounded down from 4,735 as the closest lower increment of 10 WISeKey BVI Class B Shares) from 473 electing WISeKey CH Class B Shares, plus

•        27 WISeKey BVI Ordinary shares (the pro-ration balance of the WISeKey CH Class B Shares for which the WISeKey BVI Class B Share election was made: 500 WISeKey CH Class B Shares–473 WISeKey CH Class B Shares), plus

•        500 WISeKey BVI Ordinary Shares (the balance of the 500 WISeKey CH Class B Shares for which the WISeKey BVI Class B Share election was not made).

Q.     Why do you want to have your publicly traded parent company incorporated in the British Virgin Islands and are there risks associated with doing so?

A.     BVI law, which will govern WISeKey BVI following the completion of the Merger, offers a highly developed, internationally recognized legal system tailored to the needs of global businesses. BVI law provides exceptional flexibility in structuring share capital, facilitating the issuance of new shares and hybrid instruments, and enabling more innovative approaches to distributions and corporate governance. This flexibility will not only support the ongoing maintenance and evolution of WISeKey’s multi-class share structure (WISeKey BVI Ordinary Shares, WISeKey BVI Class B Shares, and WISeKey BVI Class F Shares), but also empower WISeKey to pursue future equity financings, strategic acquisitions, and enhanced employee incentive arrangements with greater agility and efficiency. The BVI’s legal framework is specifically designed to accommodate the requirements of dynamic, growth-oriented companies operating in the technology sector.

The corporate reorganization to the BVI is further expected to streamline regulatory and administrative processes, leading to a reduction in recurring costs while maintaining full access to both U.S. and Swiss capital markets. The BVI is a preferred jurisdiction for many leading international technology companies listed on Nasdaq, and adopting this structure will position WISeKey alongside its global peers, enhancing comparability for investors and analysts. Furthermore, the BVI’s reputation as a stable and investor-friendly jurisdiction is expected to facilitate increased investment by global institutional investors, broadening our shareholder base and supporting our long-term growth ambitions.

Although we expect that the Merger should provide us with the benefits described above, the Merger will expose WISeKey and its shareholders to some risks, including the following:

•        the risk that the potential benefits described above sought in the Merger may not be realized;

•        the possibility of uncertainty created by the Merger, the corporate reorganization, and being incorporated in an offshore jurisdiction;

•        the fact that BVI corporate law imposes different and additional obligations on us and our shareholders;

•        the fact that we expect to incur costs to complete the Merger;

•        the diversion of management’s time and attention;

•        the fact that WISeKey will likely forfeit a significant amount of capital contribution reserves as a result of the Merger, thus reducing the amount exempt from Swiss dividend tax withholding in the event of a dividend distribution out of earnings; and

•        other risks related to the corporate reorganization to BVI discussed under “Risk Factors.”

The Board of Directors has considered both the potential advantages of, and the risks associated with, the Merger and has unanimously approved the Merger Agreement and recommends that shareholders vote to approve the Merger Agreement Proposal. See “Proposal No. 1 Approval of the Merger Agreement — Background and Reasons for the Merger” for further information.

Q.     Will the Merger affect our current or future operations?

A.     While the corporate reorganization to the BVI is expected to position WISeKey to capture the benefits described above, we believe that the Merger should otherwise have no material impact on how WISeKey conducts its day-to-day operations. Where WISeKey conducts its future operations for its customers will depend on a variety of factors, including the worldwide demand for our products and services and the overall needs of our businesses, independent of our legal domicile or tax residency. Please read “Risk Factors” for a discussion of various ways in which the Merger could have an adverse effect on us.

Q.     How is the Merger expected to affect WISeKey CH’s current debt arrangements?

A.     The Merger is not expected to materially affect WISeKey CH’s debt arrangements.

Q.     Will the Merger dilute my economic interest?

A.     Immediately after completion of the Merger, WISeKey BVI will own, directly or indirectly, the same businesses, assets and operations as WISeKey CH owned immediately prior to the completion of the Merger. Further, if you don’t elect to receive WISeKey BVI Class B Shares, you will own the same number of WISeKey BVI Ordinary Shares as the number of WISeKey CH Class B Shares you owned immediately prior to the Merger, and your entitlements to dividend and liquidation rights will remain the same. If you elect to receive WISeKey BVI Class B Shares (which each will have one-tenth of one (1/10) dividend/liquidation entitlement unit per share), you will be entitled to receive ten (10) WISeKey BVI Class B Shares for each WISeKey CH Class B Share, subject to the WISeKey BVI Class B Share Cap, so that your entitlements to dividend and liquidation rights will remain the same.

Q.     Will the Merger result in any changes to my rights as a shareholder?

A.     The completion of the Merger will change the governing corporate law that applies to shareholders of our parent company from Swiss law to BVI law. The legal system governing corporations organized under BVI law differs from the legal system governing corporations organized under Swiss law. WISeKey CH has a dual class share structure which allocates votes, depending on the scenario, on the number of shares voted and/or on the par value of the shares voted. WISeKey BVI will have a multi-class share structure such that (i) holders of WISeKey BVI Class F Shares will be entitled to exercise 49.999999% of the total voting rights in WISeKey BVI, regardless of the number of total WISeKey BVI Shares in issue and (ii) each WISeKey BVI B Share will have ten times the voting power of a WISeKey BVI Ordinary Share.

Notwithstanding the differences in the governing documents between WISeKey BVI and WISeKey CH, we believe that BVI law and WISeKey BVI Articles adequately safeguard the rights of shareholders. See “Comparison of Rights of Shareholders”. A copy of the WISeKey BVI Articles is attached as Annex B to this prospectus.

Q.     If I was registered on WISeKey CH’s share register prior to the effectiveness of the Merger, will I continue to be registered on WISeKey BVI’s share register and be able to exercise voting rights?

A.     We intend to issue WISeKey BVI Shares as uncertificated securities which are either (i) held in the name of Cede & Co, with entitlements to WISeKey BVI Ordinary Shares delivered through The Depository Trust Company, the U.S. central securities depository (“DTC”), or (ii) directly registered on WISeKey’s BVI share register. Given that WISeKey BVI Ordinary Shares will be primarily held through DTC, the U.S. central securities depository, SIX SIS will not serve as the primary central securities depository for shares of WISeKey BVI, and any WISeKey BVI Shares held through SIX SIS, including those received in the Merger, will be held through DTC. Therefore, and contrary to the current practice at WISeKey CH and other Swiss companies with shares listed on SIX, WISeKey BVI Shares will not be eligible for the system of SIX SIS (AREG-Data) that allows for the automated registration of a company’s shareholders in the company’s share register. Accordingly, holders of WISeKey CH Shares that are currently registered as shareholders of record on WISeKey CH’s share register, or other holders of WISeKey CH having provided their bank or broker with a general authorization to be registered as holders of record in a company’s share register, will not be registered as holders of record of WISeKey BVI Shares on WISeKey BVI’s share register in an automated manner. Rather, holders of WISeKey BVI Ordinary Shares will have to contact their bank or broker, which in turn will have to move their WISeKey BVI Ordinary Shares out of DTC and arrange for them to be registered directly on the WISeKey BVI share register. It may be difficult to make such arrangements with banks or brokers that are unfamiliar with DTC’s practices or if WISeKey BVI Ordinary Shares are held by investors outside the United States.

In relation to WISeKey BVI, only those shareholders directly registered in WISeKey BVI’s share register will be recognized as legal shareholders. Voting rights may only be exercised by holders of WISeKey BVI Shares registered as holding voting rights in WISeKey BVI’s share register.

Holders of WISeKey BVI Shares who are not registered as shareholders of record on WISeKey BVI’s share register will not be recognized as legal shareholders under BVI law or WISeKey BVI Articles. Such unregistered holders will not have direct legal rights to dividends or other distributions; rather, they may receive dividends only indirectly through the DTC/intermediary chain, to the extent that dividends are declared and paid to the registered holder of record (e.g., Cede & Co as DTC nominee) and passed through the applicable chain of intermediaries to the beneficial owner. Similarly, such holders will not have direct voting rights, but may in certain cases, if duly authorized by a proxy issued by the relevant holder of record and depending on their bank or broker, be able to vote their WISeKey BVI Shares at annual and extraordinary general meetings of shareholders. Certain other shareholder rights under BVI law (such as the right to bring derivative or unfair prejudice proceedings, the right to requisition a shareholders’ meeting, the right to inspect statutory registers, and dissenters’ rights) will also not be available to such holders who are not registered as shareholders of record on WISeKey BVI’s share register.

Q.     What are the major actions that have been performed or will be performed to effect the Merger?

A.     We have taken or will take the actions listed below to effect the Merger:

•        WISeKey BVI is incorporated and existing as a BVI Business Company under the laws of the British Virgin Islands and is currently a direct subsidiary of WISeKey CH;

•        the Merger Agreement was executed by WISeKey CH and WISeKey BVI on June 26, 2026;

•        the Merger Report was prepared, which, together with the Merger Agreement and WISeKey CH statutory standalone financial statements, dated as of and for the period ended on December 31, 2025, form the basis for the Merger. These documents were confirmed by Berney Associés Audit SA (“Berney”), 1207 Geneva, Switzerland, a licensed audit expert, to be in compliance with the Swiss Merger Act. The Berney report is filed as an exhibit to the registration statement on Form F-4; and

•        WISeKey CH shareholders and WISeKey CH ADS holders will be asked to vote to approve the Merger Agreement Proposal at the Extraordinary General Meeting.

•        Conditional upon approval of the Merger Agreement Proposal by our shareholders at the Extraordinary General Meeting, and the satisfaction of the other conditions to completing the Merger. WISeKey CH will merge with and into WISeKey BVI effective on the Effective Time.

One of the conditions to completion of the Merger is that the Swiss Takeover Board confirms to WISeKey CH that WISeKey CH’s current opting-out from the mandatory offer obligations pursuant to articles 135 and 163 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (“FMIA”) in Article 6 para. 9 of its articles of association will continue to apply upon the Merger becoming effective. The memorandum and articles of association of WISeKey BVI will replicate WISeKey CH’s current opting-out provision.

Under Swiss securities laws, any person who — directly, indirectly, or acting in concert with third parties — acquires equity securities which, added to the equity securities already held, exceed the threshold of 33⅓% of the voting rights of a target company (whether exercisable or not) must make a mandatory public offer to acquire all listed equity securities of that company, unless the target company’s shareholders have opted out of that requirement by adopting a corresponding provision in the company’s articles of association. As explained, WISeKey CH’s articles of association have included such an opting-out provision since the initial listing of the WISeKey CH Class B Shares in 2016.

Absent a continuation of that provision upon the Merger, WISeKey BVI would become subject to the Swiss mandatory offer rules. These rules also apply to companies not incorporated under Swiss law whose shares are listed, at least in part, on a Swiss exchange. Following completion of the Merger, WISeKey BVI Ordinary Shares will be listed on a primary basis on the SIX Swiss Exchange.

WISeKey CH will seek confirmation from the Swiss Takeover Board — the Swiss regulatory authority for public takeover offers — that, by virtue of the Merger and the adoption of an equivalent opting-out provision by the entity surviving the Merger (i.e., WISeKey BVI), the current opting-out continues to be in effect.

As a result of the Merger:

•        WISeKey BVI will be the surviving company and WISeKey CH will be dissolved by means of absorption by WISeKey BVI and without a formal liquidation procedure;

•        all assets and liabilities of WISeKey CH will be transferred to and assumed by WISeKey BVI by operation of law;

•        each WISeKey CH Share (including each WISeKey CH Share held by WISeKey CH or any of its subsidiaries, which will not be exchanged for WISeKey BVI Shares) will be cancelled and will cease to exist;

•        each holder of WISeKey CH Class B Shares, except for WISeKey CH or any of its subsidiaries, whose WISeKey CH Class B Shares will not be exchanged for WISeKey BVI Shares but will be cancelled, will be entitled, with respect to each WISeKey CH Class B Share held immediately prior to the effectiveness of the Merger, to elect to receive either (i) one (1) WISeKey BVI Ordinary Share, or (ii) ten (10) WISeKey BVI Class B Shares, subject to such holders’ timely and valid election and subject to the “WISeKey BVI Class B Share Cap” as described in this prospectus. Holders of WISeKey CH Class B Shares may make elections on a share-by-share basis, such that a holder may elect to receive WISeKey BVI Ordinary Shares in respect of some of its WISeKey CH Class B Shares and WISeKey BVI Class B Shares in respect of other WISeKey CH Class B Shares;

•        each holder of WISeKey CH Class A Shares, except for WISeKey CH or any of its subsidiaries, whose WISeKey CH Class A Shares will not be exchanged for WISeKey BVI Shares but will be cancelled, will be entitled, with respect to each WISeKey CH Class A Share held immediately prior to the effectiveness of the Merger, to elect to receive either (i) one (1) WISeKey BVI Class F Share, or (ii) one (1) WISeKey BVI Class B Share, subject to such holders’ timely and valid election and to the “WISeKey BVI Class B Share Cap” as described in this prospectus. Holders of WISeKey CH Class A Shares may make elections on a share-by-share basis, such that a holder may elect to receive WISeKey BVI Class F Shares in respect of some of its WISeKey CH Class A Shares and WISeKey BVI Class B Shares in respect of other WISeKey CH Class A Shares;

•        each holder of WISeKey CH ADSs will receive one half of one (1/2) Nasdaq-listed and SIX-listed WISeKey BVI Ordinary Share in exchange for each WISeKey CH ADS held immediately prior to the effectiveness of the Merger;

•        the WISeKey CH ADS program will terminate and the WISeKey CH ADSs will be delisted from NASDAQ; and

•        WISeKey BVI will assume WISeKey CH’s share and option plans that had previously been sponsored by WISeKey CH and WISeKey BVI will amend (as required) such plans in order to permit the issuance or delivery of WISeKey BVI Shares thereunder, rather than WISeKey CH Shares (and to make any other modifications which may be required to comply with BVI law).

Q.     Will the Merger have an impact on our operating expenses or effective tax rate?

A.     We do not expect the Merger to have a material effect on our operating costs, including our selling, general and administrative expenses. In addition, we do not expect the Merger to materially affect our worldwide effective corporate tax rate since WISeKey BVI will be a Swiss tax resident, as is the case of WISeKey CH today.

Q.     Is the Merger taxable to me?

A.     As is discussed below under “Material Tax Considerations — Swiss Tax Considerations”, we have submitted and expect to obtain tax rulings from the competent Swiss tax authorities to the effect that the Merger should not trigger any Swiss taxes.

In the opinion of Patterson Belknap Webb & Tyler LLP, our U.S. counsel, the Merger should constitute a tax-free “reorganization” within the meaning of Section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended (the Code) for U.S. federal income tax purposes, subject to the assumptions, qualifications and limitations described herein and in the opinion. Assuming the Merger qualifies as a tax-free reorganization under Section 368(a) of the Code, U.S. Holders (as defined below under “Material Tax Considerations — U.S. Federal Income Tax Considerations”) should not recognize taxable gain or loss for U.S. federal income tax purposes as a result of the exchange of WISeKey CH Class B Shares or WISeKey CH ADSs for WISeKey BVI Ordinary Shares or WISeKey BVI Class B Shares (or both) in the Merger upon the terms contemplated in the Merger Agreement. For a more detailed discussion, see “Material Tax Considerations — U.S. Federal Income Tax Considerations”.

The BVI is a tax neutral jurisdiction. Under BVI tax law, holders of WISeKey CH Shares who are neither tax resident nor ordinarily resident in BVI and who have not at any time had a branch or agency in BVI to which the holding of such shares is attributable will not be subject to tax as a result of the Merger. See “Material Tax Considerations — BVI Tax Considerations”.

Q.     Is the Merger a taxable transaction for WISeKey CH or WISeKey BVI?

A.     We have submitted and expect to obtain tax rulings from the tax authorities of the Canton of Geneva and the Swiss Federal Tax Administration confirming that the Merger does not result in any Swiss tax consequences. The Merger will not be a taxable transaction for WISeKey BVI for BVI tax purposes.

Q.     Will there be BVI withholding tax on future dividends, if any, by WISeKey BVI?

A.     For the majority of shareholders, there will be no BVI withholding tax on dividends paid by WISeKey BVI. Whether WISeKey BVI will be required to deduct BVI dividend withholding tax from dividends paid to a shareholder will depend largely on whether that shareholder is resident for tax purposes in a “relevant territory.” A list of the “relevant territories” is included as Annex C to this prospectus. The information below is only a summary and does not contain all of the information that is important to you See “Material Tax Considerations — BVI Tax Considerations — Withholding Tax on Dividends” for a more detailed description of the BVI withholding tax on dividends.

Q.     What types of information and reports will WISeKey BVI make available following the Merger?

A.     After the completion of the Merger, WISeKey will remain subject to the SEC reporting requirements, the mandates of the Sarbanes-Oxley Act and the Dodd Frank Act and the applicable corporate governance rules of Nasdaq, and WISeKey will continue to report WISeKey’s consolidated financial results in U.S. dollars and under U.S. GAAP and will continue to file reports on Forms 20-F and 6-K with the SEC, as WISeKey CH currently does. WISeKey BVI will be permitted under BVI law to prepare and file its BVI statutory accounts in accordance with U.S. GAAP in respect of fiscal years ending no later than December 31, 2030 (and after that date will be required to prepare its BVI statutory financial statements according to a financial reporting

framework permissible under BVI law — i.e., IFRS or BVI GAAP, in addition to separately preparing financial statements under U.S. GAAP required by SEC rules). WISeKey BVI will not be required to provide shareholders with Swiss statutory financial statements or the Swiss compensation report currently provided by WISeKey CH. However, as WISeKey BVI will continue to have a primary listing of its WISeKey BVI Ordinary Shares on the SIX, in addition to the listing of the WISeKey BVI Ordinary Shares on Nasdaq, it will continue to be subject to certain SIX Exchange Regulation reporting requirements, such as ad hoc and management transaction reporting and annual corporate governance reporting requirements, including as regards compensation of the board of directors and executive management.

Q.     What are the conditions to the completion of the Merger?

A.     The Merger cannot be completed without satisfying certain conditions, the most important of which is that the WISeKey CH shareholders approve the Merger Agreement Proposal at the Extraordinary General Meeting. In addition, there are other conditions, such as the receipt of a confirmation from the Swiss Federal Tax Administration that there are no Swiss tax consequences in connection with the Merger, the requirement to obtain authorization for listing the WISeKey BVI Ordinary Shares on Nasdaq and SIX, completion of creditor calls required by Swiss law, registration of the Articles of Merger and Plan of Merger with, and issuance of the Certificate of Merger by the BVI Registry of Corporate Affairs, the registration of the Merger with the Commercial Register, and receipt of certain legal opinions. See “Summary of the Merger — Conditions to Completion of the Merger”.

Q.     When do you expect the Merger to be completed?

A.     We intend to complete the Merger in the third quarter of 2026, assuming the Merger Agreement Proposal is approved by shareholders at the Extraordinary General Meeting. If the Merger Agreement Proposal is approved by the requisite vote of our shareholders at the Extraordinary General Meeting, and the other conditions to completion of the Merger are satisfied, we will file an application to effect the Merger with the Commercial Register following the Extraordinary General Meeting and request the Registry of Corporate Affairs of the British Virgin Islands to issue the Certificate of Merger. The Merger will be completed and become effective on the date on which (1) the Merger has been recorded in the daily ledger of the Commercial Register of the Canton of Zug and approved by the Swiss Federal Commercial Register Office, and (2) the registry maintained by the Financial Services Commission of the British Virgin Islands responsible for the incorporation, registration and regulation of companies in the British Virgin Islands has registered the Articles of Merger and Plan of Merger and issued a certificate of compliance.

We may decide to abandon the Merger at any time prior to the Extraordinary General Meeting, and in some circumstances, after obtaining shareholder approval at the Extraordinary General Meeting. After the Merger Agreement Proposal is approved by our shareholders, we anticipate filing the application to effect the Merger, unless one of the conditions to completing the Merger fails to be satisfied.

Q.     What will I receive for my WISeKey CH ADSs?

A.     Upon surrender of your WISeKey CH ADSs, you will receive, as consideration in the Merger, one-half of one (1/2) WISeKey BVI Ordinary Share in exchange for each WISeKey CH ADS you hold immediately prior to the completion of the Merger, with such WISeKey CH ADSs being delisted, cancelled and ceasing to exist following completion of the Merger.

As a holder of WISeKey CH ADSs you will not have the opportunity to elect to receive WISeKey BVI Class B Shares. If as a holder of WISeKey CH ADSs you wish to have the opportunity to elect to receive WISeKey BVI Class B Shares upon the effectiveness of the Merger, you will need to present your WISeKey CH ADSs to the WISeKey CH ADS Depositary for cancellation, pay the applicable fees of the WISeKey CH ADS Depositary and become a holder of the corresponding WISeKey CH Class B Shares prior to the cut off date to be established by WISeKey CH to exercise election rights.

Q.     What will I receive for my WISeKey CH Class B Shares?

A.     You will be entitled, with respect to each WISeKey CH Class B Share held immediately prior to the effectiveness of the Merger, to elect to receive, as consideration in the Merger either (i) one (1) WISeKey BVI Ordinary Share, or (ii) ten (10) WISeKey BVI Class B Shares, subject to your timely and valid election and to the

“WISeKey BVI Class B Share Cap” as described in this prospectus. Holders of WISeKey CH Class B Shares may make elections on a share-by-share basis, such that a holder may elect to receive WISeKey BVI Ordinary Shares in respect of some of its WISeKey CH Class B Shares and WISeKey BVI Class B Shares in respect of other WISeKey CH Class B Shares. The WISeKey CH Class B Shares will be delisted, cancelled and cease to exist on completion of the Merger.

Q.     What will I receive for my WISeKey CH Class A Shares?

A.     You will be entitled, with respect to each WISeKey CH Class A Share held immediately prior to the effectiveness of the Merger, to elect to receive, as consideration in the Merger either (i) one (1) WISeKey BVI Class F Share, or (ii) one (1) WISeKey BVI Class B Share, subject to your timely and valid election and to the “WISeKey BVI Class B Share Cap” as described in this prospectus. The WISeKey CH Class A Shares will be cancelled and cease to exist on completion of the Merger.

Q.     How do I make the election to receive WISeKey BVI Ordinary Shares or WISeKey BVI Class B Shares for my WISeKey CH Class B Shares? What happens if I do not make a timely or valid election?

A.     If you hold your WISeKey CH Shares in book-entry form through a bank, broker, or other nominee, you will receive instructions from your bank, broker, or other nominee after the date of the Extraordinary General Meeting regarding how to exercise your election rights. These instructions will outline the detailed procedures and applicable deadlines for making your election.

If you are a holder of WISeKey CH Class B Shares in book-entry form and do not make an express election in accordance with the procedures and deadlines specified in the instructions from your bank, broker, or other nominee, you will be deemed to have elected to receive one (1) WISeKey BVI Ordinary Share for each WISeKey CH Class B Share held immediately prior to the Effective Time.

If your WISeKey CH Class B Shares are represented by physical certificates, you will only be able to make an election whether to receive WISeKey BVI Ordinary Shares or WISeKey BVI Class B Shares for your WISeKey CH Class B Shares if you deposit your physical certificates representing WISeKey CH Shares with a Swiss custodian bank for conversion of the certificated WISeKey CH Shares into WISeKey CH Shares in book-entry form on or about the date of the Extraordinary General Meeting. Holders of WISeKey CH Shares represented by physical share certificates who do not deposit their physical certificates representing WISeKey CH Shares with a Swiss custodian bank for conversion of the certificated WISeKey CH Shares into WISeKey CH Shares in book-entry form on or about the date of the Extraordinary General Meeting will be deemed to have exercised their election right in respect of WISeKey BVI Ordinary Shares.

Q.     How do I make the election to receive WISeKey BVI Class F Shares or WISeKey BVI Class B Shares for my WISeKey CH Class A Shares? What do I do if I want to revoke my election? What happens if I do not make a timely or valid election?

A.     You will receive instructions from your bank, broker, or other nominee after the date of the Extraordinary General Meeting regarding how to exercise your election rights. These instructions will outline the detailed procedures and applicable deadlines for making your election. If you are a holder of WISeKey CH Class A Shares and do not make an express election in accordance with the procedures and deadlines specified in the instructions from your depositary bank, you will be deemed to have elected to receive one (1) WISeKey BVI Class F Share for each WISeKey CH Class A Share held immediately prior to the Effective Time.

Q.     Do I have to take any action to exchange my WISeKey CH ADSs and receive the WISeKey BVI Ordinary Shares as a result of the Merger?

A.     This depends on how you currently hold your WISeKey CH ADSs. If you hold your WISeKey CH ADSs in “street name,” (i.e., through a bank, broker or other securities intermediary), or if you hold your WISeKey CH ADSs in uncertificated form on the books of the WISeKey CH ADS Depositary, you will not be required to take any action. The WISeKey CH ADS Depositary will coordinate the cancellation of the WISeKey CH ADSs in exchange for the applicable WISeKey BVI Ordinary Shares. Your ownership of WISeKey BVI Ordinary Shares will be recorded in book entry form by your securities intermediary as soon as reasonably practicable after the effective date of the Merger without the need for any additional action on your part.

If you hold WISeKey CH ADS certificates in registered definitive form, you must surrender your certificates for cancellation to the WISeKey CH ADS Depositary to receive your WISeKey BVI Ordinary Shares. Such securities certificate delivery shall be subject to customary exchange procedures established by the WISeKey CH ADS Depositary to implement the delivery. In this regard, as soon as reasonably practicable after the Effective Time of the Merger, the WISeKey CH ADS Depositary will mail a letter of transmittal to you. Upon receipt of your signed letter of transmittal and the certificate or certificates evidencing your WISeKey CH ADSs, the WISeKey CH ADS Depositary will cause the number of whole WISeKey BVI Ordinary Shares that you are entitled to be registered in your name in uncertificated form. YOU SHOULD NOT RETURN WISeKey CH ADS CERTIFICATES TO THE WISEKEY CH ADS DEPOSITARY WITH YOUR VOTING INSTRUCTIONS.

In any event, the WISeKey CH ADS Depositary will not deliver any fraction of a WISeKey BVI Ordinary Share. Fractional entitlements will be aggregated and sold, and you will be entitled to receive the net proceeds of a sale of your fractional entitlement.

Q.     What fees are owed by a WISeKey CH ADS holder to the depositary in connection with the Merger and the termination of the ADS program?

A.     Generally, each WISeKey CH ADS holder is charged an annual fee (as well as certain additional fees) to hold WISeKey CH ADSs. Following the consummation of the Merger, the WISeKey CH ADS Program will be terminated and WISeKey CH ADS holders will hold WISeKey BVI Ordinary Shares instead of WISeKey CH ADSs. As a result, after the termination of the WISeKey CH ADS Program and cancellation of the WISeKey CH ADSs, holders will no longer be subject to fees associated with the WISeKey CH ADS Program. In connection with the Merger, each WISeKey CH ADS will be cancelled and any applicable expenses, taxes or other governmental charges due or incurred. WISeKey will pay any ADS cancellation fees owed to the WISeKey CH ADS Depositary in connection with the Merger; provided, however, that WISeKey will not pay ADS cancellation fees for ADS holders who cancel their ADSs to receive the underlying WISeKey CH Class B Shares prior to the completion of the Merger for any reason, including to attend the EGM or to elect to receive WISeKey BVI Class B Shares.

Q.     Do I have to take any action to exchange my WISeKey CH Shares and receive the WISeKey BVI Shares as a result of the Merger?

A.     If you hold your WISeKey CH Shares in book entry form beneficially through a bank, broker or other nominee, you will not be required to take any action to receive the relevant WISeKey BVI Ordinary Shares. However, if you are a holder of WISeKey CH Class B Shares and wish to receive WISeKey BVI Class B Shares instead of WISeKey BVI Ordinary Shares, you must make an election to that effect. If you are a holder of WISeKey CH Class A Shares and wish to receive WISeKey BVI Class B Shares instead of WISeKey BVI Class F Shares, you must also make an election to that effect.

Bank Reyl, as the Swiss Exchange Agent, in coordination with SIS, will arrange for the exchange of the WISeKey CH Shares in book-entry form for the relevant class of WISeKey BVI Shares (also in book-entry form). Depending on your bank or broker, the new WISeKey BVI Shares are expected to be credited to your existing securities account shortly after the record date for the settlement of the Merger. You should be able to commence trading the WISeKey BVI Shares shortly after the record date for the settlement of the Merger. Please contact your bank, broker or other nominee for further information about your account and when you will be able to begin trading your WISeKey BVI Shares.

In order to be entitled to receive WISeKey BVI Shares for your WISeKey CH Shares, you must hold WISeKey CH Shares on the record date for the settlement of the Merger. The record date will be shortly after the Effective Time. Investors acquiring or selling WISeKey CH Shares on or around the record date for the settlement of the Merger in over-the-counter or other transactions not effected on the SIX should ensure such transaction take into account the treatment of the WISeKey CH Shares to be exchanged for WISeKey BVI Shares in the Merger. Please contact your bank or broker for further information if you intend to engage in any such transaction.

If (i) your WISeKey CH Class B Shares are represented by physical certificates and (ii) these shares are duly registered in WISeKey CH’s share register you will be required to deposit your physical certificates representing WISeKey CH Shares with a Swiss custodian bank for the exchange of WISeKey CH Shares for WISeKey BVI Shares for conversion of the certificated WISeKey CH Shares into WISeKey CH Shares in book-entry form

prior to the close of business on the “cum date” for the settlement of the Merger. We expect that your bank or broker will then be able to credit your custody account with the number of WISeKey BVI Shares you are entitled to receive in the Merger after the record date for the exchange.

If you hold physical certificates representing WISeKey CH Shares and do not deposit your physical certificates representing WISeKey CH Shares with a Swiss custodian bank prior to the “cum date” for the settlement of the Merger, you will not receive any WISeKey BVI Shares in the Merger. Bank Reyl, acting as Swiss Exchange Agent, will hold your WISeKey BVI Shares and all entitlements arising therefrom, on your behalf pending delivery of the relevant number and class of WISeKey BVI Shares to you. Such share delivery can only be effected once you have deposited your physical certificates representing WISeKey CH Shares with a Swiss custodian bank for conversion into book-entry shares.

Any WISeKey BVI Shares issued in the Merger (except for those issued in respect of WISeKey CH ADSs) that remain undelivered to the former holders of WISeKey CH Shares as of the 12 month anniversary of the Effective Time (or the termination of the Exchange Agent’s engagement, if later) will be delivered to WISeKey BVI or its designee, together with all entitlements (including dividend entitlements) arising therefrom, upon demand, and WISeKey BVI or its designee will thereafter continue to hold such shares and entitlements, as nominee for, and on behalf of, the former holders of WISeKey CH Shares, on substantially similar terms as the Exchange Agent, pending formal delivery of legal title thereto, but subject to applicable abandoned property, escheat or similar laws. For the avoidance of doubt, WISeKey BVI Shares are deemed issued when the name of the relevant Shareholder is entered in the register of members of WISeKey BVI in accordance with the WISeKey BVI Articles, and no share certificates shall be issued in respect of any WISeKey BVI Shares. No interest shall be payable on any dividend entitlements or other amounts held, from time to time, by WISeKey BVI, the Exchange Agent or any of their respective affiliates or designees as nominee for any former holder of WISeKey CH Shares, and none of WISeKey BVI, the Exchange Agent or any of their respective affiliates or designees shall be required to account to any former holder of WISeKey CH Shares for same. Following termination of the WISeKey CH ADS Program, the WISeKey CH ADS Depositary will sell any WISeKey BVI Ordinary Shares being held in respect of any WISeKey CH ADSs that have not been surrendered for exchange and the net proceeds, net of applicable fees and taxes, will be paid to the holder upon surrender of those WISeKey CH ADSs or paid to the applicable state government in accordance with applicable abandoned property law.

Q.     What happens to WISeKey CH’s equity-based awards at the Effective Time of the Merger?

A.     As of the Effective Time, WISeKey BVI will adopt and assume, and become the plan sponsor of, each employee benefit and compensation plan and agreement of WISeKey CH. At the Effective Time, (i) all outstanding options to purchase WISeKey CH Class A Shares will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equal number of WISeKey BVI Class F Shares, and (ii) all outstanding options to purchase WISeKey CH Class B Shares and all outstanding awards of equity-based awards granted to our employees, officers and directors by WISeKey CH or any of its subsidiaries under our equity incentive plans prior to the Effective Time will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equal number of WISeKey BVI Ordinary Shares. All of such equity-based awards will generally be subject to the same terms and conditions as were applicable to such awards immediately prior to the completion of the Merger.

Q.     Can I trade WISeKey CH ADSs between the date of this prospectus and the completion of the Merger?

A.     Yes. The WISeKey CH ADSs will continue to trade on Nasdaq during this period.

Q.     Can I trade WISeKey CH Class B Shares between the date of this prospectus and the completion of the Merger?

A.     Yes. The WISeKey CH Class B Shares will continue to trade on the SIX during this period.

Q.     After the Merger is completed, where can I trade WISeKey BVI Ordinary Shares?

A.     It is anticipated that the Merger will take place at a time following the close of trading on Nasdaq and SIX but prior to the opening of the markets of Nasdaq and SIX on the next trading day. We expect the WISeKey BVI Ordinary Shares to be listed on Nasdaq under the symbol “WQEY”, and to be listed on the SIX under the symbol “WQEY”.

WISeKey CH ADSs currently listed on Nasdaq will be delisted from Nasdaq and cancelled upon surrender following the Merger in exchange for WISeKey BVI Ordinary Shares. WISeKey CH Class B Shares currently listed on the SIX will be delisted from the SIX and exchanged for WISeKey BVI Shares. Neither the WISeKey BVI Class B Shares nor the WISeKey BVI Class F Shares will be listed on any securities exchange.

Q.     What vote is required to approve the Merger Agreement Proposal?

A.     We intend to present the Merger Agreement Proposal at the Extraordinary General Meeting. The affirmative vote of at least (i) two-thirds of the voting rights of all WISeKey CH Class B Shares and WISeKey CH Class A Shares, and (ii) the absolute majority of the par value of all WISeKey CH Class B Shares and WISeKey CH Class A Shares, each as represented in person or by proxy at the Extraordinary General Meeting, is required to approve the Merger Agreement Proposal.

Q:     How do I vote if I hold WISeKey CH ADSs?

A:     If you are a WISeKey CH ADS holder, you will not be entitled to vote directly at the Extraordinary General Meeting. Instead, if you are a WISeKey ADS holder as of the WISeKey CH ADS record date, July 22, 2026, you will be entitled to provide voting instructions to the WISeKey CH ADS Depositary. If you held WISeKey CH ADSs as of the WISeKey CH ADS record date, you have the right to instruct the WISeKey CH ADS Depositary if you held your WISeKey CH ADSs directly — or your broker, bank or other securities intermediary — if you held your WISeKey CH ADSs through such intermediary — how you wish the WISeKey CH Class B Shares represented by your WISeKey CH ADSs to be voted. So long as the WISeKey CH ADS Depositary receives your voting instructions on or prior to 12:00 p.m. (Eastern Time) on August 31, 2026, it will, to the extent practicable and subject to Swiss law and the terms of the deposit agreement for the WISeKey CH ADSs, submit voting instructions in respect of the underlying WISeKey CH Class B Shares to WISeKey CH’s Independent Proxy as you instruct. If your WISeKey CH ADSs are held through a broker, bank or other securities intermediary, such intermediary will provide you with instructions on how you may give voting instructions with respect to the WISeKey CH Class B Shares underlying your WISeKey CH ADSs. Please check with your broker, bank or other securities intermediary, as applicable, and carefully follow the voting procedures provided to you. Each securities intermediary will set its own cutoff date and time for receiving voting instructions, and these deadlines may be earlier than the WISeKey CH ADS Depositary’s deadline stated above.

Holders of WISeKey CH ADSs will not be able to attend or vote in person at the Extraordinary General Meeting. Holders of WISeKey CH ADSs who wish to attend and vote at the Extraordinary General Meeting will be required to present their WISeKey CH ADSs to the WISeKey CH ADS Depositary for cancellation, pay the applicable fees of the WISeKey CH ADS Depositary and become direct shareholders on the WISeKey CH share register before the close of business (CH Time) on September 2, 2026.

Q:     If my WISeKey CH ADSs are held in “street name” (i.e., by a broker, bank or other securities intermediary), will my broker, bank or other securities intermediary vote my WISeKey CH ADSs for me?

A:     If you hold WISeKey CH ADSs through a broker, bank or other securities intermediary on the WISeKey CH ADS record date, you are considered the beneficial owner of those WISeKey CH ADSs held in “street name,” and you have the right to instruct your broker, bank or other securities intermediary how to vote by giving voting instructions to your broker, bank or other securities intermediary, as applicable, with respect to the WISeKey CH Class B Shares underlying your WISeKey CH ADSs. If your WISeKey CH ADSs are held through a broker, bank or other securities intermediary, such intermediary will provide you with instructions on how you may give voting instructions with respect to the WISeKey CH Class B Shares underlying your WISeKey CH ADSs. Please check with your broker, bank or other securities intermediary, as applicable, and carefully follow the voting procedures provided to you.

Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote WISeKey CH ADSs held in “street name” by returning a proxy card directly to WISeKey CH, the WISeKey CH ADS Depositary or by voting in person (which would include presence at a virtual meeting) at the Extraordinary General Meeting.

Q.     How many votes do I have?

A.     As of the close of business of June 30, 2026, there were 5,996,232 registered WISeKey CH Shares issued and outstanding and entitled to vote; however, shareholders who are not registered in WISeKey CH’s share register as shareholders or do not become registered as shareholders with voting rights as of the close of business (CH Time) on the Record Date, i.e., on September 2, 2026, will not be entitled to attend, vote at or grant proxies to vote at, the Extraordinary General Meeting. WISeKey CH Shares duly represented at the Extraordinary General Meeting will be entitled to one vote per share for each matter presented at the Extraordinary General Meeting.

Q.     How many WISeKey CH Class B Shares and WISeKey CH Class A Shares can vote at the Extraordinary General Meeting?

A.     Our WISeKey CH Class B Shares, par value CHF 0.10 per share, and our WISeKey CH Class A Shares, par value CHF 0.01 per share, are our only classes of voting stock. As of the close of business on June 30, 2026, there were 4,177,172 WISeKey CH Class B Shares issued and outstanding and entitled to vote and 1,819,060 WISeKey CH Class A Shares issued and outstanding and entitled to vote; however, WISeKey CH shareholders who are not registered in WISeKey CH’s share register as shareholders or do not become registered as shareholders with voting rights as of the Record Date, i.e., on the close of business (CH time) on September 2, 2026, will not be entitled to attend, vote at or grant proxies to vote at, the Extraordinary General Meeting. See “I am a WISeKey CH shareholder but I am not registered in the WISeKey CH share register. How do I become registered as a shareholder with voting rights?” WISeKey CH Class B Shares and WISeKey CH Class A Shares duly represented (in person or by proxy) at the Extraordinary General Meeting will be entitled to one vote per share for each matter presented at the Extraordinary General Meeting.

Q.     Who is entitled to vote?

A.     Shareholders registered in the WISeKey CH share register at the close of business (CH time) on the Record Date, i.e., September 2, 2026 are entitled to vote on the matters set forth in this prospectus and any other matter properly presented at the Extraordinary General Meeting for consideration. If you are a holder of WISeKey CH Shares and are not registered as a shareholder by such date (i.e., the record date for the Extraordinary General Meeting), you will not be able to vote. See “I am a WISeKey CH shareholder but I am not registered in the WISeKey CH share register. How do I become registered as a shareholder with voting rights?”

Q.     What if I am the record holder owner of WISeKey CH Class B Shares at the close of business on the Record Date, but sell or otherwise transfer all or some portion of those WISeKey CH Class B Shares before the Extraordinary General Meeting?

A.     WISeKey CH does not block the transfer of WISeKey CH Shares before the Extraordinary General Meeting. However, holders of WISeKey CH Shares who sold their shares prior to the Record Date will not be able to attend and vote at the Extraordinary General Meeting. Holders of WISeKey CH Shares who purchase shares between the Record Date and the date of the Extraordinary General Meeting will not be able to attend the Extraordinary General Meeting and vote those shares at the meeting.

Q.     I am a WISeKey CH shareholder but I am not registered in the WISeKey CH share register. How do I become registered as a shareholder with voting rights?

A.     If you hold your WISeKey CH Shares in the form of book-entry shares, please contact your bank, broker or other nominee to effect a registration with our share register. If you hold your shares in certificated form, please contact your bank, broker or other nominee who will be able to provide instructions how your shares can be converted into book entry shares and be recorded in the WISeKey CH share register.

Q.     What vote does the Board recommend?

A.     Our Board of Directors has unanimously approved the Merger Agreement and recommends that shareholders vote “FOR” the Merger Agreement Proposal.

For the parties to the Merger Agreement to proceed with the Merger, shareholders must approve the Merger Agreement Proposal.

Q.     How do I vote if I am a holder of WISeKey CH Shares?

A.     For you to be able to vote, you must be registered in WISeKey CH’s share register as of the Record Date, i.e., on September 2, 2026. If you are not a shareholder of record, you will not be able vote on the Merger Proposal.

You can vote in either of the following ways:

•        By Internet:    Electronic voting instructions may be given by accessing the website https://www.gvote.ch and then following the guidance being displayed on the computer screen. The personal access data required for registration can be found on the Registration and Authorization Form, which will be sent to registered shareholders prior to the meeting date. Instructions can be given electronically to the Independent Proxy until September 3, 2026 at 23:59 Swiss time.

•        By Mail:    By completing and submitting the Registration and Authorization Form, which will be sent to registered shareholders prior to the meeting date, by post to the address indicated on the form. All Registration and Authorizations Forms submitted by post must be received no later than on September 3, 2026.

•        At the Extraordinary General Meeting:    If you are planning to attend and vote your WISeKey CH Shares at the Extraordinary General Meeting in person, you will need to request an admission card by returning the completed Registration and Authorization Form that we will send to you prior to the meeting date.

Q.     Can I vote by telephone?

A.     You cannot vote by telephone.

Q.     How do I vote by proxy?

A.     Shareholders registered in our share register with voting rights as at the Record Date may appoint the Independent Proxy to vote their WISeKey CH Shares by proxy. In addition, a shareholder registered in our share register with voting rights as at the Record Date and therefore entitled to participate in, and vote at, the Extraordinary General Meeting may give written proxy for the Extraordinary General Meeting to a third party (who need not be a shareholder). Proxy holders will only be admitted to the Extraordinary General Meeting upon presentation of a valid admission card, a duly executed proxy and proper identification.

Q.     What is the role of the Independent Proxy at the Extraordinary General Meeting?

A.     Registered shareholders who do not wish to vote at the Extraordinary General Meeting in person may appoint our Independent Proxy. The Independent Proxy will cast your votes on your behalf in accordance with your voting instructions at the Extraordinary General Meeting. The Independent Proxy is elected by shareholders at each annual general meeting of WISeKey CH for a term until the next annual general meeting of WISeKey CH.

Q.     How do I appoint and vote via the Independent Proxy?

A.     At the 2026 Annual General Meeting, the law firm Anwaltskanzlei Keller AG, Splügenstrasse 8, 8027 Zurich, Switzerland, was elected to serve as Independent Proxy for any general meeting before completion of the 2027 Annual General Meeting and thus including the Extraordinary General Meeting. Shareholders who want to exercise their voting rights through the Independent Proxy must authorize the Independent Proxy to do so on their behalf at the Extraordinary General Meeting. Shareholders may instruct the Independent Proxy by post by returning the Registration and Authorization Form to the address indicated on such form or electronically. Electronic voting instructions may be given by accessing the website https://www.gvote.ch and then following the guidance being displayed on the computer screen. The personal access data required for registration can be found on the Registration and Authorization Form.

All Registration and Authorizations Forms submitted by post must be received no later than on September 3, 2026. Instructions can be given electronically to the Independent Proxy until September 3, 2026 at 23:59 Swiss time.

Q.     How do I attend the Extraordinary General Meeting in person if I am WISeKey CH shareholder?

A.     All WISeKey CH shareholders registered in our share register are invited to attend and vote at the Extraordinary General Meeting. To attend and vote at the Extraordinary General Meeting, you will need to be registered as a shareholder with voting rights in our share register as of the Record Date and return by post the Registration and Authorization Form, which we will make available to you before the meeting date. You will then receive an admission card with further instructions.

No registrations and de-registrations of WISeKey CH Shares will be made in the share register from the close of business on the Record Date to the opening of business on the day following the Extraordinary General Meeting.

Shareholders who sold their WISeKey CH Shares prior to the Record Date will not be able to attend and vote at the Extraordinary General Meeting. Shareholders who purchase WISeKey CH Shares between the Record Date and the completion of the Extraordinary General Meeting will not be able to attend the AGM and vote those WISeKey CH Shares at the AGM.

Q.     May I change or revoke my vote after I return my Registration and Authorization Form?

A.     You may change your vote before it is exercised by:

•        Requesting a new Registration and Authorization Form from Computershare Switzerland AG at the address indicated on the form. The new form that includes your changed voting instructions must then be submitted to the address provided on the form, so that it is received no later than September 3, 2026; or

•        Changing your voting instructions on the Internet voting site for registered shareholders, https://www.gvote.ch, at any time before September 3, 2026 at 23:59 Swiss time.

Q.     Are WISeKey CH shareholders able to exercise appraisal rights?

A.      Yes. If your WISeKey CH Shares are registered in your name in WISeKey CH’s share register, you can exercise your appraisal rights under Article 105 of the Swiss Merger Act. For this purpose, under Swiss law, a lawsuit must be filed against the entity surviving the Merger for the examination of equity and membership interests. The suit must be filed within two months after the registration of the Merger is published in the Swiss Official Gazette of Commerce. An appraisal suit can be filed by shareholders who vote against or abstain from voting on the Merger Agreement Proposal, or who do not participate in the shareholders meeting approving the Merger Agreement Proposal.

Under Swiss law, if an appraisal rights claim is filed, the court will determine the compensation, if any, that it considers adequate. The Swiss Merger Act does not prescribe any specific valuation reference points that a court should use in making its determination. Article 105 of the Swiss Merger Act only states that a court shall award “adequate compensation” (angemessene Ausgleichszahlung) and Article 7 of the Swiss Merger Act provides that the shareholders of the merged company are entitled to receive shares in the surviving entity in correlation to their former shareholding in the merged entity, taking into account the respective net assets of the two merging companies, the apportionment of voting rights as well as other relevant factors. The court should consider the respective net assets of WISeKey CH and WISeKey BVI and the report issued by the licensed audit expert, which will confirm that the merger consideration is justifiable (vertretbar) and adequate (angemessen) based on Article 15(4)(b) and (c) of the Swiss Merger Act. In addition, a court will also consider other factors it deems relevant. Because shareholders will receive, as consideration in the Merger, WISeKey BVI Ordinary Shares, WISeKey BVI Class B Shares or WISeKey BVI Class F Shares in accordance with the Exchange Ratio and all of the assets and liabilities of WISeKey CH as a result of the completion of the Merger will be transferred by operation of law to WISeKey BVI, we believe that the equity and shareholder interests of WISeKey CH shareholders are adequately safeguarded.

Note that this description of the appraisal rights available to the shareholders of WISeKey CH under Article 105 of the Swiss Merger Act is a summary only. This summary does not purport to be a complete description of the relevant Swiss statutory provisions and it is qualified in its entirety by reference to the full text of the Swiss Merger Act, and the international treaties regarding the recognition and enforcement of judgments. In addition, this description is based on Swiss law and does not cover BVI law provisions that might be relevant in case an appraisal suit were brought before courts in BVI.

Holders of WISeKey CH ADSs may not exercise appraisal rights, nor will the WISeKey CH ADS Depositary exercise those rights on behalf of an ADS holders, even if requested to do so.

Q.     Does an attendance quorum apply?

A.     Neither our Swiss articles of association nor Swiss law require that a specific majority of shares entitled to vote be present or represented, in person or by proxy, at the Extraordinary General Meeting in order for shareholders to be authorized to vote on the agenda items and proposals.

Q.     How will my WISeKey CH Class B Shares be voted if I do not specify in my instructions to the Independent Proxy how they should be voted?

A.     If you submit the Registration and Authorization Form or use our online voting platform to provide voting instructions to the Independent Proxy but do not provide specific voting instructions, you are deemed to instruct the Independent Proxy to vote your WISeKey CH Shares in accordance with the recommendations of the Board.

If any modifications to agenda items or proposals identified in the Notice of Extraordinary General Meeting or other matters on which voting is permissible under Swiss law are properly presented at the Extraordinary General Meeting for consideration, you are deemed instruct the Independent Proxy, in the absence of other specific instructions, to vote your shares in accordance with the recommendations of the Board. We do not presently know of any other business.

Q.     How will my WISeKey CH ADSs be voted if I do not provide ADS voting instructions on how they should be voted?

A.     Under Section 4.7 of the amended and restated deposit agreement dated as of May 19, 2022, the WISeKey CH ADS Depositary will not vote the WISeKey CH Class B Shares underlying your WISeKey CH ADSs on its own. It will only vote in accordance with your timely voting instructions, except as described below. If the WISeKey CH ADS Depositary does not receive your voting instructions by the WISeKey CH ADS voting deadline, you will be deemed to have instructed the WISeKey CH ADS Depositary to vote the WISeKey CH Class B Shares underlying your ADSs in accordance with the recommendations of the WISeKey CH Board of Directors. However, the WISeKey CH ADS Depositary will not vote WISeKey CH Class B Shares underlying unvoted WISeKey CH ADSs for any matter at the extraordinary general meeting if WISeKey CH informs the WISeKey CH ADS Depositary that: (A) WISeKey CH does not wish such proxy to be given; (B) substantial opposition to the matter exists; or (C) the matter may materially adversely affect the rights of WISeKey CH Class B Shareholders.

Q.     If shareholders approve the Merger Agreement Proposal, what happens next?

A.     If the Merger Agreement Proposal is approved by the requisite vote of our shareholders at the meeting, and the other conditions to completion of the Merger are satisfied, we will apply for registration of the Merger with the Commercial Register following the Extraordinary General Meeting and request the Registry of Corporate Affairs of the British Virgin Islands to issue the Certificate of Merger. The Merger will be completed and become effective on the date on which (1) the Merger has been recorded in the daily ledger of the Commercial Register of the Canton of Zug and approved by the Swiss Federal Commercial Register Office, and (2) the registry maintained by the Financial Services Commission of the British Virgin Islands responsible for the incorporation, registration and regulation of companies in the British Virgin Islands has registered the Articles of Merger and Plan of Merger and issued a certificate of compliance.

We currently anticipate completing the Merger during the third quarter of 2026.

Q.     Who is soliciting my proxy?

A.     Proxies are being solicited by the Board.

Q.     Who will count the votes?

A.     We expect to engage Computershare Switzerland AG, which maintains our share register, to register attending shareholders through their electronic voting platform. Computershare Switzerland AG is also expected to act as vote counter at the Extraordinary General Meeting.

Q.     Whom should I call if I have questions about the Extraordinary General Meeting or the Merger?

A.     You should contact investor relations at:

Lena Cati

Investor Relations

The Equity Group, Inc.

Email: lcati@equityny.com

Phone : +1 212 836 9611

SUBMIT YOUR PROXY TO THE INDEPENDENT PROXY

Shareholders of record wishing to provide voting instructions to the Independent Proxy should either mark the applicable boxes beside the agenda items on the Internet voting site for registered shareholders, https://www.gvote.ch, or on our Registration and Authorization Form that will be made available to registered shareholders and return the completed Registration and Authorization Form, signed and dated, by post to the address indicated on such form. The personal access data required for accessing the Internet voting site will be available on the Registration and Authorization Form.

All Registration and Authorizations Forms submitted by post must be received at the address indicated on the form no later than on September 3, 2026 Swiss time.

Electronic voting instructions can be given to the Independent Proxy until September 3, 2026 at 23:59 Swiss time.

RISK FACTORS

In this section, any references to “WISeKey,” the “Company,” “we,” “our” or “us” generally are to WISeKey CH prior to the Merger and WISeKey BVI following the Merger, unless context otherwise requires.

Summary of Risk Factors

Investing in our WISeKey BVI Shares may expose you to a number of risks, including risks relating to our business and industry, financial risks, legal risks, and risks relating to our WISeKey BVI Shares. The following summarizes part, but not all, of these risks. Please carefully consider all of the information discussed in the section titled “Risk Factors” below and elsewhere in this prospectus which contains a more thorough description of risks relating to investing in us.

•        The anticipated benefits of the Merger may not be realized, and your rights as a shareholder will change as a result of the Merger.

•        The Merger may not qualify as a “reorganization” for U.S. federal income tax purposes and could result in adverse tax consequences to U.S. Holders of WISeKey CH Shares and ADSs.

•        Holders of WISeKey BVI Shares may not be able to exercise certain shareholder rights if they are not registered as shareholders of record on WISeKey’s share register.

•        The multiple class structure of the WISeKey BVI Shares has the effect of concentrating voting power with certain shareholders, in particular the holders of WISeKey BVI Class F Shares and WISeKey BVI Class B Shares, which will effectively eliminate the ability of the holders of WISeKey BVI Ordinary Shares to influence the outcome of important transactions, including a change of control.

•        The semiconductor industry is highly cyclical and highly competitive. If WISeKey fails to introduce new technologies and products in a timely manner, this could adversely affect WISeKey’s business.

•        Significantly increased volatility and instability and unfavorable economic conditions may adversely affect WISeKey’s business.

•        The demand for WISeKey’s products depends to a significant degree on the demand for WISeKey’s customers’ end products.

•        The semiconductor industry is characterized by continued price erosion, especially after a product has been on the market.

•        Assertions by third parties of infringement or other violation by WISeKey of their intellectual property rights could harm WISeKey’s business, operating results, and financial condition.

•        WISeKey faces competition from companies that are larger and better known, and it may lack sufficient financial or other resources to maintain or improve WISeKey’s competitive position.

•        WISeKey derives a significant portion of its revenue from one of its subsidiaries, and WISeKey’s financial performance is affected by the financial performance of SEALSQ and by risks that could materially adversely affect SEALSQ’s business.

•        WISeKey’s CEO and CFO manage multiple publicly traded companies and the requirements of managing multiple public companies may strain their resources.

•        Delays in development, launch and/or rollout of SEALSQ’s next-generation post-quantum cryptography products and services could have a material adverse effect on WISeKey’s business, results of operations and financial condition.

•        WISeSat is in an early stage of commercial deployment and may not achieve its planned growth, profitability, or scale, and WISeKey and WISeSat may incur significant expenses and capital expenditures to execute WISeSat’s business plan.

•        WISeKey’s and SEALCOIN’s activities with respect to SEALCOIN’s business may result in liabilities and reputational damage for WISeKey and SEALCOIN AG.

•        The proposed business combination between WISeSat and Columbus Acquisition Corp. may not be completed, may be delayed, or may result in adverse consequences to WISeKey even if consummated.

•        The proposed redomiciliation to the British Virgin Islands may not be completed on the anticipated timeline or at all, and if completed, could expose WISeKey to legal risks and regulatory uncertainty.

•        WISeSat may face additional risks related to sovereign-control requirements, “national preference” policies, defense-related contracting risks, and export controls.

•        WISeKey’s use of artificial intelligence may adversely affect WISeKey’s business operations, products, and financial results, and expose WISeKey to evolving legal, regulatory, technological, and operational risks.

•        WISeKey’s research and development efforts may not produce successful products or enhancements to WISeKey’s security solutions that result in significant revenue or other benefits in the near future, if at all.

•        WISeKey is a holding company with no direct cash generating operations and relies on WISeKey’s subsidiaries to provide WISeKey with funds necessary to pay dividends to shareholders.

•        A change in tax laws, treaties or regulations, or their interpretation, of any country in which WISeKey operates, including tax rules limiting the deductibility of interest expense, could result in a higher tax rate on WISeKey’s earnings, which could result in a significant negative impact on WISeKey’s earnings and cash flows from operations.

•        As a “foreign private issuer” (within the meaning of the U.S. Securities Act) WISeKey is entitled to claim exemptions from certain Nasdaq corporate governance standards, and, if it elected to rely on these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

•        WISeKey may lose its foreign private issuer status, which would then require WISeKey to comply with the Exchange Act’s domestic reporting regime and cause WISeKey to incur significant legal, accounting and other expenses.

•        WISeKey believes it was likely a passive foreign investment company (“PFIC”) for its 2025 taxable year and there is a risk that WISeKey is likely to be a PFIC for 2026 and future taxable years. If WISeKey is a PFIC for any taxable year during which a U.S. investor owns its shares or ADSs, the investor may be subject to adverse U.S. federal income tax consequences.

Risks Related to the Merger Proposal/Redomicilation to the British Virgin Islands

The anticipated benefits of the Merger may not be realized.

We may not realize the benefits we anticipate from the Merger as described under “Proposal No. 1 Approval of the Merger Agreement — Background and Reasons for the Merger.” Our failure to realize those benefits could have an adverse effect on our business, results of operations or financial condition.

Your rights as a shareholder will change as a result of the Merger.

After the Merger, as we describe in this prospectus, your rights under BVI corporate law as a holder of WISeKey BVI Ordinary Shares will differ from your current rights under Swiss corporate law as a holder of WISeKey CH Class B Shares, your rights under BVI corporate law as a holder of WISeKey BVI Class F Shares will differ from your current rights under Swiss corporate law as a holder of WISeKey CH Class A Shares and your rights under BVI corporate law as a holder of WISeKey BVI Class B Shares will differ from your current rights under Swiss corporate law as a holder of WISeKey CH Class A Shares and WISeKey CH Class B Shares. The WISeKey BVI Articles will also differ in some respects from the WISeKey CH Articles. In particular, WISeKey BVI will have a multi-class share structure with the following features: (i) holders of WISeKey BVI Class F Shares will be entitled to exercise 49.999999% of the total

voting rights in WISeKey BVI, regardless of the number of total WISeKey BVI Shares in issue; and (ii) each WISeKey BVI Class B Share will have ten times the voting power of a WISeKey BVI Ordinary Share. Notwithstanding these differences in the governing documents between WISeKey BVI and WISeKey CH, we believe that BVI law and the WISeKey BVI Articles adequately safeguard the existing relative rights of shareholders. See “Comparison of Rights of Shareholders”.

Finally, the multiple class structure of the WISeKey BVI Shares has the effect of concentrating voting power with certain shareholders. See “Risks Relating to the Multiple Class Structure of the WISeKey BVI Shares.”

Holders of WISeKey BVI Shares may not be able to exercise certain shareholder rights if they are not registered as shareholders of record on WISeKey’s share register.

We intend to issue WISeKey BVI Shares as uncertificated securities which are either (i) held in the name of Cede & Co, the nominee for DTC, the U.S. central securities depository, with entitlements to WISeKey BVI Shares delivered through DTC and its participants, or (ii) directly registered on WISeKey BVI’s share register. Given that WISeKey BVI Shares will be primarily held through DTC, the U.S. central securities depository, SIX SIS will no longer serve as the primary central securities depository for WISeKey CH Shares, and any WISeKey BVI Shares held through SIX SIS, including those received in the Merger, will be correspondent book-entries of WISeKey BVI Shares held through DTC. Therefore, and contrary to the current practice at WISeKey CH and other Swiss companies with shares listed on SIX, WISeKey BVI Shares will not be eligible for the system of SIX SIS (AREG-Data) that allows for the automated registration of a company’s shareholders in a company’s share register. Accordingly, holders of WISeKey CH Shares that are currently registered as shareholders of record on WISeKey CH’s share register, or other holders of WISeKey CH having provided their bank or broker with a general authorization to be registered as holders of record in a company’s share register, will not be registered as holders of record of WISeKey BVI Shares on WISeKey BVI’s share register in an automated manner. Rather, holders of WISeKey BVI Shares will have to contact their bank or broker, which in turn will have to move their WISeKey BVI Shares out of DTC and arrange for them to be registered directly on WISeKey BVI’s share register. It may be difficult to make such arrangements with banks or brokers that are unfamiliar with DTC’s practices or if WISeKey BVI Shares are held by investors outside the United States.

In relation to WISeKey, only those shareholders directly registered in WISeKey BVI’s share register will be recognized as shareholders. Voting rights may only be exercised by holders of WISeKey BVI Shares registered as holding voting rights in WISeKey BVI’s share register. Holders of WISeKey BVI Shares who are not registered as shareholders of record on WISeKey BVI’s share register will not be recognized as legal shareholders under BVI law or WISeKey BVI Articles. Such unregistered holders will not have direct legal rights to dividends or other distributions; rather, they may receive dividends only indirectly through the DTC/intermediary chain, to the extent that dividends are declared and paid to the registered holder of record (e.g., Cede & Co as DTC nominee) and passed through the applicable chain of intermediaries to the beneficial owner. Similarly, such holders will not have direct voting rights, but may in certain cases, if duly authorized by a proxy issued by the relevant holder of record and depending on their bank or broker, be able to vote their WISeKey BVI Shares at annual and extraordinary general meetings of shareholders. Certain other shareholder rights under BVI law (such as the right to bring derivative or unfair prejudice proceedings, the right to requisition a shareholders’ meeting, the right to inspect statutory registers, and dissenters’ rights) will also not be available to such holders who are not registered as shareholders of record on WISeKey BVI’s share register.

We expect to incur transaction costs in connection with the completion of the Merger, some of which will be incurred whether or not the Merger is completed.

We expect to incur transaction costs in connection with the Merger. A majority of these costs will be incurred regardless of whether the Merger is completed and prior to your vote at the meeting.

We may choose to postpone or abandon the Merger.

We may decide to postpone or abandon the Merger at any time prior to the Extraordinary General Meeting, and in some circumstances, after obtaining shareholder approval at the Extraordinary General Meeting. After the Merger Agreement Proposal is approved by our shareholders, we anticipate filing the required applications to effect the Merger in the British Virgin Islands and Switzerland, unless one of the conditions to completing the Merger fails to be satisfied prior to the end of the third quarter of 2026.

The failure to satisfy the conditions of the Swiss tax administration rulings could result in a material Swiss taxation.

We expect the Swiss tax authorities to confirm in tax rulings granted to WISeKey CH that the Merger will not trigger Swiss dividend withholding, issuance stamp, securities transfer or corporate income tax for WISeKey CH provided certain conditions are satisfied. The failure to satisfy these conditions could result in material Swiss taxation to us and our shareholders. See “Material Tax Considerations — Swiss Tax Considerations”.

We may forego existing reserves from capital contributions.

As a result of the Merger, we will likely forfeit a portion of our existing reserves from capital contributions, which can be distributed to shareholders without deduction of Swiss dividend withholding tax. Following the completion of the Merger, Swiss dividend withholding tax will continue to apply as WISeKey BVI will remain a Swiss tax resident company.

As of June 30, 2026, WISeKey CH has qualifying reserves from capital contributions in the amount of CHF 56,685,712 (USD 70,013,203). Upon completion of the Merger, we expect WISeKey BVI to have qualifying reserves from capital contributions in the amount of CHF 15,594,502 (USD 19,260,956).

Our effective tax rate may increase.

Because WISeKey BVI, like its predecessor WISeKey CH, remains a Swiss tax resident company, we do not anticipate any material change to our effective tax rate. However, there is uncertainty regarding the tax policies of the jurisdictions where we operate, including the potential legislative actions described in these risk factors and our effective tax rate may increase. Additionally, the tax laws of BVI and other jurisdictions could change in the future, and such changes could cause a material increase in our effective tax rate.

Dividends you receive will continue to be subject to Swiss dividend withholding tax.

As WISeKey BVI will be a Swiss tax resident company following completion of the Merger, any dividends paid by WISeKey BVI out of available earnings or other reserves (other than qualifying reserves from capital contributions for Swiss dividend withholding tax purposes), regardless of the place of residency of the shareholder, will generally be subject to a Swiss dividend withholding tax at a rate of 35%. The Swiss dividend withholding tax must be withheld from the gross distribution and paid to the Swiss Federal Tax Administration. A Swiss tax resident, corporate or individual, should be entitled to a full refund of the withholding tax if such resident is the beneficial owner of WISeKey BVI Shares at the time the dividend or other distribution becomes due and provided that such resident reports the gross distribution received on such resident’s income tax return, or in the case of an entity, includes the taxable income in such resident’s income statement, in accordance with statutory law requirements. A U.S. holder that qualifies for benefits under the Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income (the “U.S.-Swiss Treaty”), may apply for a refund of the tax withheld in excess of the 15% treaty rate (or for a full refund in case of qualified pension funds). Subject to applicable laws and regulations, this may also apply to other shareholders that are entitled to a dividend withholding tax rate lower than the Swiss dividend withholding tax rate under the double tax treaties between the shareholders’ own tax residency jurisdictions and Switzerland. Switzerland currently has concluded more than 100 double tax treaties.

Share repurchases to be subject to Swiss dividend withholding tax.

As WISeKey BVI will be a Swiss tax resident company following completion of the Merger, repurchases of WISeKey BVI Shares are generally treated as a partial liquidation subject to the 35% Swiss dividend withholding tax. However, for shares repurchased for capital reduction, the portion of the repurchase price recorded against qualifying reserves from capital contributions recognized by the Swiss Federal Tax Administration will not be subject to the Swiss dividend withholding tax. WISeKey BVI would be required to withhold at such rate the tax from the difference between the repurchase price and the related amount of qualifying reserves from capital contributions. WISeKey BVI would be required to remit on a net basis the purchase price with the Swiss dividend withholding tax deducted to a holder of WISeKey BVI Shares and pay the withholding tax to the Swiss Federal Tax Administration. A Swiss tax resident, corporate or individual, should be entitled to a full refund of the withholding tax if such resident is the beneficial owner of WISeKey BVI Shares at the time the dividend or other distribution becomes due and provided that such resident reports the gross distribution received on such resident’s income tax return, or in the case of an entity, includes

the taxable income in such resident’s income statements, in accordance with statutory law requirements. A U.S. holder that qualifies for benefits under the Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income (the “U.S.-Swiss Treaty”), may apply for a refund of the tax withheld in excess of the 15% treaty rate (or for a full refund in case of qualified pension funds). Subject to applicable laws and regulations, this may also apply to other shareholders that are entitled to a dividend withholding tax rate lower than the Swiss dividend withholding tax rate under the double tax treaties between the shareholders’ own tax residency jurisdictions and Switzerland. Switzerland currently has concluded more than 100 double tax treaties.

Dividends received by you could be subject to income tax in your jurisdiction of residence.

The BVI do not levy any income tax on dividends or apply any withholding, but the tax laws in your place of residence may impact on whether you receive the full amount. The company will not gross up any dividends where any deduction or withholding is applied or where they are subject to tax in any jurisdiction.

Legislative and regulatory action or any change in applicable law could materially and adversely affect us and our shareholders.

As a BVI company following the Merger, we will be required to comply with BVI laws. While the BVI currently has a less intrusive regulatory framework than many jurisdictions, any changes in BVI laws may require us to incur additional costs and could have a material and adverse effect on our business, results of operations and financial condition.

BVI economic substance requirements

The BVI, in common with other low or zero tax jurisdictions, has enacted legislation that requires certain entities registered in the BVI engaged in “relevant activities” to maintain a substantial economic presence in the BVI and to satisfy economic substance requirements. The list of “relevant activities” includes carrying on as a business any one or more of: banking, insurance, fund management, financing and leasing, headquarters, shipping, distribution and service center, intellectual property and pure equity holding entities. Following the Merger, the Company will be conducting the “relevant activity” of a pure equity holding entity.

A pure equity holding company (PEHC) is an entity that only holds equity participations in other entities and only earns dividends and capital gains from such equity holdings. As such, they are subject to reduced economic substance requirements in the BVI which include: (1) maintaining a registered office and engaging a registered agent in the BVI, (2) complying with BVI filing, record keeping and regulatory obligations under the BVI Business Companies Act and (3) demonstrating that it has adequate employees and expenditure commensurate with its activities (this is usually very minimal for a passive holding company).

It is the generally accepted view of the industry that a passive BVI company can meet the substance requirements even if it has no need for employees/expenditure in the BVI provided it complies with (1) and (2) above. The registered agent and registered office fulfil the necessary local presence requirements. However, if the company has employees or premises in another jurisdiction then that might suggest it is not in fact a passive holding company or that its BVI substance is not adequate (because it in fact does have and require substance and that substance has been provided elsewhere).

If that is the case the Company may be required to increase the Company’s substance in the BVI to satisfy such requirements, which could result in additional costs that could adversely affect the Company’s financial condition and results of operations.

If the Company does not satisfy economic substance requirements in the BVI, the Company could face spontaneous disclosure to competent authorities in the EU of the information filed by the entity with the BVI International Tax Authority and the BVI Financial Investigation Agency in connection with the economic substance requirements and beneficial and legal ownership of the Company and may also face financial penalties, restriction or regulation of its business activities and/or may be struck off or liquidated as a registered entity in British Virgin Islands.

The Merger may not qualify as a “reorganization” for U.S. federal income tax purposes and could result in adverse tax consequences to U.S. Holders of WISeKey CH Shares and ADSs.

It is intended that, for U.S. federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Patterson, Belknap, Webb & Tyler LLP has delivered an opinion that the Merger should qualify as an F Reorganization, subject to the assumptions, qualifications and limitations described herein and in the opinion. Assuming the Merger qualifies as a tax-free reorganization under Section 368(a) of the Code, U.S. Holders generally should not recognize taxable gain or loss for U.S. federal income tax purposes as a result of the Merger.

If any of the assumptions, representations or covenants on which the opinion is based is or becomes incorrect, incomplete, inaccurate or is otherwise not complied with, the validity of the opinion described above may be adversely affected and the tax consequences of the Merger could differ from those described herein. An opinion of counsel is not binding on the IRS or any court, and there can be no certainty that the IRS will not challenge the conclusions reflected in the opinion or that a court would not sustain such a challenge. We do not intend to request a ruling from the IRS as to the U.S. federal income tax consequences of the Merger, and consequently there can be no assurance that the IRS or a court of law will treat the Merger in the manner described above. The failure of the Merger to qualify as such a reorganization for U.S. federal income tax purposes could result in a U.S. Holder of WISeKey CH Shares or ADSs recognizing income, gain or loss with respect to the WISeKey CH Shares or ADSs surrendered by such U.S. Holder and if WISeKey CH constitutes a PFIC with respect to the U.S. Holder, such U.S. Holder generally would be subject to special and adverse rules with respect to any gain recognized by the U.S. Holder on the disposition of its WISeKey CH Shares or ADSs. U.S. Holders should consult their own tax advisors regarding the U.S. federal, state and local and non-U.S. and other tax consequences of the Merger in their circumstances.

Even if the Merger qualifies as an F Reorganization, Section 1291(f) of the Code requires that, to the extent provided in regulations, a U.S. person that disposes of stock of a PFIC recognize gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated with a retroactive effective date. Based on the composition of WISeKey CH’s income and assets in 2025 and the estimated value of its assets, WISeKey CH believes it was likely a PFIC in 2025, and there is a risk that WISeKey CH (and WISeKey BVI, as its successor) is likely to be a PFIC for 2026. In particular, WISeKey CH owned a substantial amount of passive assets, including its interest in SEALSQ, which does not qualify as a look-through subsidiary for 2025, and which is not expected to qualify as a look-through subsidiary for any portion of 2026. In the event WISeKey CH constitutes a PFIC with respect to any U.S. Holder, so long as the Merger qualifies as an F Reorganization, those proposed Treasury Regulations, if finalized in their current form, would provide an exception to gain recognition otherwise required under the PFIC rules for U.S. Holders of WISeKey CH Shares or ADSs in connection with the Merger. However, it is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted.

All holders are urged to consult their tax advisors regarding the potential tax consequences to them of the Merger, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

Risks Relating to the Multiple Class Structure of the WISeKey BVI Shares

The multiple class structure of the WISeKey BVI Shares has the effect of concentrating voting power with certain shareholders, in particular the holders of WISeKey BVI Class F Shares and WISeKey BVI Class B Shares, which will effectively eliminate the ability of the holders of WISeKey BVI Ordinary Shares to influence the outcome of important transactions, including a change of control.

The WISeKey BVI Ordinary Shares have one (1) vote per share and WISeKey Class B Shares have ten (10) votes per share with respect to each matter submitted to WISeKey BVI shareholders. The WISeKey BVI Class F Shares have a variable number of votes per share in respect of a matter submitted to our shareholders that would cause the total votes of all WISeKey BVI Class F Shares, together with the votes attributable to WISeKey BVI Ordinary Shares and WISeKey BVI Class B Shares held by the holders of the WISeKey BVI Class F Shares entitled to vote on such matter, to equal, with respect to such matter, 49.99999% of the Company’s voting power, regardless of the actual proportion of the WISeKey BVI Shares held by the holders of WISeKey BVI Class F Shares. This voting feature is not common among other companies and may have an adverse effect on our shareholders other than the holders of WISeKey BVI Class F Shares.

Holders of WISeKey BVI Class F Shares, which will include our founder, Chief Executive Officer and member of the Board of Directors, Carlos Moreira, and/or WISeKey BVI Class B Shares may have interests that differ from yours and may vote in a way with which you disagree with and which may be adverse to your interests. This concentrated control is likely to have the effect of limiting the likelihood of an unsolicited merger proposal, unsolicited tender offer, or proxy contest for the removal of directors. As a result, our governance structure and the WISeKey BVI Articles may have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices and make it more difficult to replace our directors and management.

Our founder, Chairman and Chief Executive Officer will hold a substantial portion of the voting power of WISeKey BVI following the Merger, which will allow him to exert significant influence over matters submitted to a shareholder vote and may limit your ability to influence the outcome of important transactions.

Carlos Moreira, our founder, Chairman of the Board of Directors and Chief Executive Officer, as of June 30, 2026 owned 192,739 WISeKey CH Class B Shares, which is 4.6% of the economic interest of the WISeKey CH Class B Shares outstanding as of June 30, 2026, and 1,811,641 WISeKey CH Class A Shares, which is 99.6% of the economic interest of the WISeKey CH Class A Shares outstanding as of June 30, 2026.

These shareholdings of Carlos Moreira represented a combined 33.43% of the total of voting rights in the Company (based on the WISeKey CH Class B Shares and WISeKey CH Class A Shares outstanding as of June 30, 2026).

Upon effectiveness of the Merger and assuming Mr. Moreira converts all of his WISeKey CH Class A Shares into WISeKey BVI Class F Shares and all of his WISeKey CH Class B shares into WISeKey BVI Ordinary Shares, Mr. Moreira is expected to hold upon the effectiveness of the Merger (i) 1,811,641 WISeKey BVI Class F Shares, which assuming all holders of WISeKey CH Class A Shares elect to convert all of their WISeKey CH Class A Shares to WISeKey BVI Class F Shares, will be 99.6% of the economic interest of the then outstanding WISeKey BVI Class F shares, and (ii) 192,739 WISeKey BVI Ordinary Shares, which, assuming all holders of WISeKey CH Class B Shares elect to convert all of their WISeKey CH Class B Shares to WISeKey BVI Ordinary Shares and all WISeKey CH ADSs are converted into WISeKey BVI Ordinary Shares, is expected to be equivalent to 4.6% of the economic interest of the total then outstanding WISeKey BVI Ordinary Shares.

Based on the same assumptions, the total voting rights in the Company that Mr. Moreira is expected to hold once the Merger is effective will be approximately 49.81%.

As a result of his concentrated voting power and economic interest, Mr. Moreira will be able to exert significant influence over matters submitted to a vote of WISeKey BVI shareholders, including the election of directors, amendments to the WISeKey BVI Articles, and the approval of mergers, sales of assets or other significant corporate transactions, and his interests may not align with, and may conflict with, the interests of other shareholders.

The WISeKey BVI governance structure and WISeKey BVI Articles may negatively affect the decision by certain institutional investors to purchase or hold WISeKey BVI Ordinary Shares.

The holding of low-voting shares, such as WISeKey BVI Ordinary Shares, may not be permitted by the investment policies of certain institutional investors or may be less attractive to the portfolio managers of certain institutional investors. These policies may depress valuation compared to those of other similar companies.

WISeKey BVI will be subject to anti-takeover provisions

Our WISeKey BVI Articles and Swiss law applicable to WISeKey BVI contain provisions that could prevent or delay an acquisition of WISeKey BVI by means of a tender offer, a proxy contest or otherwise. These provisions may also adversely affect prevailing market prices for our WISeKey BVI Ordinary Shares. These provisions provide, among other things:

•        subject to receipt of a confirmatory ruling from the Swiss Takeover Board, WISeKey CH’s opt-out from the statutory requirement that an acquirer of voting rights attached to its shares exceeding 331/3% — the relevant “change of control” threshold under Swiss law for public companies — submit a mandatory public takeover offer to WISeKey’s shareholders will continue to apply to WISeKey BVI;

•        that the authorized shares of WISeKey BVI are divided into different classes of shares, of which only WISeKey BVI Ordinary Shares are listed and traded on the SIX and Nasdaq, whereas WISeKey BVI Class B Shares and WISeKey Class F Shares are not listed and tradable;

•        WISeKey BVI Class B Shares carry ten votes per share (subject to the WISeKey BVI Class B Share Cap) and WISeKey BVI Class F Shares carry an adjustable number of voting rights such that holders of WISeKey BVI Class F Shares will hold together 49.999999% of the total voting rights in WISeKey BVI at any shareholders’ meeting, including the votes attributable to the WISeKey BVI Class B Shares and the WISeKey BVI Ordinary Shares that holders of WISeKey BVI Class F Shares hold, and, in each case, WISeKey BVI Class B Shares may only be transferred to an existing holder of WISeKey BVI Class B Shares and WISeKey BVI Class F Shares are not transferable other than to a trust established by the transferring holder, which limits the ability of a third party to acquire our higher-voting shares;

•        the WISeKey BVI Articles disapply the statutory pre-emptive rights that would otherwise apply as a matter of BVI law, while giving the WISeKey BVI board of directors broad authority to allot, issue or grant options over shares (including shares with preferred, deferred or other rights or restrictions) and to issue convertible securities, warrants or other securities, in each case without further shareholder approval, which could be used to dilute a potential acquirer;

•        a shareholder wishing to requisition a meeting of WISeKey BVI shareholders, or to have specific items included on the agenda of such a meeting, must hold at least 5% of the voting rights in respect of the relevant matter and must submit a written request at least 20 days before the date of the meeting which could delay bidder from bringing matters before shareholders;

•        while directors of WISeKey BVI may be removed with or without cause by an ordinary resolution of shareholders passed at a duly convened meeting, removal by written resolution instead requires the affirmative vote of at least 75% of the votes of the shares entitled to vote.

Future issuances of WISeKey BVI Ordinary Shares will dilute the voting power of holders of WISeKey BVI Ordinary Shares and of holders of WISeKey BVI Class B Shares, but may not result in further dilution of the voting power of holders of WISeKey BVI Class F Shares. As a result, the holders of WISeKey BVI Class F Shares could have voting power that is substantially greater than, and outsized in comparison to, their economic interests and the percentage of our equity securities that that they hold.

Future issuances of WISeKey BVI Ordinary Shares will dilute the voting power and economic interests of holders of WISeKey BVI Ordinary Shares and of WISeKey BVI Class B Shares and future issuances to shareholders other than holders of WISeKey BVI Class F Shares will dilute only the economic interests of the holders of WISeKey BVI Class F Shares. However, because the WISeKey BVI Class F Shares have variable voting rights, in the event that holders of WISeKey BVI Class F Shares have less than 49.999999% of the voting power of WISeKey BVI Shares prior to giving effect to the voting power of the WISeKey BVI Class F Shares, future issuances of WISeKey BVI Ordinary Shares to shareholders other than holders of WISeKey BVI Class F Shares will not result in dilution of the voting power of the holders of WISeKey BVI Class F Shares, but rather, will correspondingly increase the voting power of the WISeKey BVI Class F Shares.

This separation between voting power and economic interests could cause conflicts of interest between the holders of WISeKey BVI Class F Shares and our other shareholders, which may result in the holders of WISeKey BVI Class F Shares undertaking, or causing us to undertake, actions that would be desirable for the holders of WISeKey BVI Class F Shares but would not be desirable for our other shareholders.

Holders of WISeKey BVI Class B Shares will not benefit from the exchange listing, liquidity, and protections that will be available to holders of WISeKey BVI Ordinary Shares.

Upon effectiveness of the Merger, WISeKey BVI’s Ordinary Shares expect to be listed and traded on NASDAQ and the SIX, and as such, holders of WISeKey BVI Ordinary Shares will benefit from the liquidity, price transparency, and regulatory protections associated with an exchange listing, including continuous market quotation, the ability to execute trades through established broker-dealer networks, and the protections of the NASDAQ listing rules and the rules and regulations of the SEC applicable to publicly traded securities. Holders of WISeKey BVI Class B Shares will have enhanced voting rights, but will not enjoy any of the benefits associated with exchange traded securities. In particular:

•        WISeKey BVI Class B Shares will not have a secondary market listing, and there is no guarantee that a liquid market will develop for WISeKey BVI Class B or that any buyer will be available for WISeKey BVI Class B at any price.

•        There will be no publicly quoted market price for the WISeKey BVI Class B Shares, which may make it difficult for holders to evaluate their investment on an ongoing basis or to obtain financing secured by such shares.

•        WISeKey BVI Class B Shares will not subject to the NASDAQ listing standards, including requirements relating to minimum share price, corporate governance, and timely disclosure, and holders of WISeKey BVI Class B Shares will therefore not be afforded the protections of such standards.

•        Holders of WISeKey BVI Class B Shares may not be able to pledge their shares as collateral or use them for margin purposes, as financial institutions may be unwilling to accept illiquid, unlisted securities as security for a loan.

•        WISeKey BVI Class B Shares are, under the WISeKey BVI Articles, subject to restrictions on transfer.

Prospective holders of WISeKey BVI Class B Shares should carefully consider the limitations associated with holding unlisted securities as compared to the listed WISeKey BVI Ordinary Shares. Holders of WISeKey BVI Class B Shares will, however, be entitled to convert WISeKey BVI Class B Shares at any time, without any exchange related costs, and without the loss of any economics rights into WISeKey BVI Ordinary Shares at an exchange ratio of ten (10) WISeKey BVI Class B Shares for each one (1) WISeKey BVI Ordinary Share, which would then afford to the holders of converted WISeKey BVI Class B Shares the benefit of the liquidity, price transparency, and the regulatory protections associated with the exchange listed WISeKey BVI Ordinary Shares.

The Class F Shareholders’ Agreement also has the effect of concentrating voting power with WISeKey and the other Class F Shareholders, which will effectively eliminate your ability to influence the outcome of important transactions, including a change of control.

WISeKey’s BVI Articles provide that all WISeKey BVI Class F Shareholders must enter into the Class F Shareholders’ Agreement. The Class F Shareholders’ Agreement provides that all of the WISeKey BVI Class F Shares will be voted as one and in accordance with the majority (by the number of shares held) view of the holders of the WISeKey BVI Class F Shares. Accordingly, together with WISeKey’s BVI multi class structure, such WISeKey BVI Class F Shareholders will effectively control all matters submitted to the shareholders for the foreseeable future, including the election of directors, amendments of WISeKey BVI’s organizational documents, and any merger, consolidation, sale of all or substantially all of its assets, or other major corporate transaction requiring shareholder approval.

Risks Related to WISeKey’s Business and Industry

WISeKey derives a significant portion of its revenue from one of its subsidiaries.

WISeKey holds a controlling interest in SEALSQ and, as such, the results and assets and liabilities of SEALSQ are consolidated in the consolidated financial statements of WISeKey. While WISeKey is working on diversifying its solution offerings and revenue sources for future periods, for the year ended December 31, 2025, 95% of the WISeKey’s revenue was the revenue of SEALSQ. As a result, WISeKey’s financial performance is affected by the financial performance of SEALSQ and by the risks and uncertainties that could materially adversely affect SEALSQ’s business, operating results, financial condition or prospects. SEALSQ is particularly vulnerable — but not limited to — to all the business and supply risks related to the semiconductor industry, which could materially and adversely affect its, and therefore, WISeKey’s, financial stability.

The semiconductor industry is highly cyclical.

Historically, the relationship between supply and demand in the semiconductor industry has caused a high degree of cyclicality in the semiconductor market. Semiconductor supply is partly driven by manufacturing capacity, which in the past has demonstrated alternating periods of substantial capacity additions and periods in which no or limited capacity was added. As a general matter, semiconductor companies are more likely to add capacity in periods when current or expected future demand is strong and margins are, or are expected to be, high. Investments in new capacity can result in overcapacity, which can lead to a reduction in prices and margins. In response, companies typically limit further capacity additions, eventually causing the market to be relatively undersupplied. In addition, demand for semiconductors varies, which can exacerbate the effect of supply fluctuations. As a result of this cyclicality, the semiconductor industry has, in the past, experienced significant downturns, such as in 1997/1998, 2001/2002, in

2008/2009, in early 2020 and in 2022/2023, often in connection with, or in anticipation of, maturing life cycles of semiconductor companies’ products and declines in general economic conditions. These downturns have been characterized by diminishing demand for end-user products, high inventory levels, under-utilization of manufacturing capacity and accelerated erosion of average selling prices. The foregoing risks have historically had, and may continue to have, a material adverse effect on its business, financial condition and results of operations.

Significantly increased volatility and instability, and unfavorable economic conditions may adversely affect SEALSQ’s semiconductor business.

Forecasting demand trends is challenging for SEALSQ, its semiconductor customers and its suppliers. SEALSQ may be unable to accurately predict the extent or duration of market cycles or their effect on its financial condition or result of operations, and can give no assurance as to the timing, extent or duration of the current or future semiconductor business cycles generally, or specific to the markets in which SEALSQ participates. In the event of a future decline in global economic conditions, SEALSQ’s business, financial condition and results of operations could be materially adversely affected, and the resulting economic decline might disproportionately affect the markets in which SEALSQ participates, further exacerbating a decline in its, and as a result WISeKey’s, results of operations. The COVID-19 global pandemic, for example, created a period of significant instability in the global economy, including among SEALSQ’s semiconductor clients and suppliers. The restrictions imposed upon people and businesses around the world served, in the short run, to reduce demand for SEALSQ’s semiconductor products as many companies reduced or paused their operations. While this has since served to benefit SEALSQ through the increased demand for IT network infrastructure among other examples, this may not always be the situation.

The semiconductor industry is highly competitive. If SEALSQ fails to introduce new technologies and products in a timely manner, this could adversely affect its business.

The semiconductor industry is highly competitive and is characterized by constant and rapid technological change, short product lifecycles, significant price erosion, and evolving standards. Accordingly, the success of SEALSQ’s business depends heavily on its ability to develop new technologies and products that are ultimately successful in the market. The costs related to the research and development required to develop new technologies and products are significant, and any reduction in its research and development budget could harm its competitiveness. Meeting evolving industry requirements and introducing new products to the market in a timely manner, and at prices that are acceptable to SEALSQ’s customers, are significant factors in determining SEALSQ’s competitiveness and success. Commitments to develop new products must be made well in advance of any resulting sales, and technologies and standards may change during development, potentially rendering products outdated or noncompetitive before their introduction. If SEALSQ is unable to successfully develop new products, its, and as a result WISeKey’s, revenue may decline substantially. Moreover, some of SEALSQ’s competitors are well-established, larger entities than SEALSQ and have greater resources than it does. If these competitors increase the resources they devote to developing and marketing their products, SEALSQ may not be able to compete effectively. Any consolidation among SEALSQ’s competitors could enhance their product offerings and financial resources, further strengthening their competitive position. In addition, some competitors operate in narrow business areas relative to SEALSQ, allowing them to concentrate their research and development efforts directly on products and services for those areas, which may give them a competitive advantage. As a result of these competitive pressures, SEALSQ may face declining sales volumes or lower prevailing prices for its products, and SEALSQ may not be able to reduce its total costs in line with this declining revenue. If any of these risks materialize, they could have a material adverse effect on SEALSQ’s, and as a result WISeKey’s, business, financial condition and results of operations.

If WISeKey fails to develop new products in response to, or in anticipation of, rapid technological changes in the industry or the industries WISeKey serves, its business may be materially and adversely affected.

The market for WISeKey’s products is characterized by rapidly evolving security threats, technological advancements, and shifting end-user requirements. For example, rapid improvements are occurring in post-quantum cryptography, hardware Root of Trust, secure enclaves, trusted execution environments, supply chain security, AI-driven security analytics, and zero-trust architectures. Furthermore, while the pace of improvements in semiconductor transistor density has slowed, driving up costs and complexity, the demand for more secure, tamper-resistant hardware is accelerating, especially in sectors such as defense, automotive, critical infrastructure, and secure communications.

The increasing sophistication of cybersecurity adversaries, including state-sponsored actors, combined with the growing regulatory focus on hardware security, adds complexity and cost to the design, verification, and manufacturing of WISeKey’s existing and developmental products. As a result of these rapidly changing technological and threat landscapes — along with unforeseen security vulnerabilities — the future market for these products is difficult to predict.

These risks are further exacerbated by the fact that many of SEALSQ’s secure semiconductor platforms leverage common architectural frameworks across multiple end markets. In some cases, secure processing architectures, cryptographic hardware and secure IP blocks are reused across product generations and applications. Therefore, if a fundamental architectural vulnerability was discovered, or if SEALSQ’s architectures were rendered uncompetitive, obsolete, or unmarketable due to evolving security standards or new attack vectors, multiple products and customer segments could be impacted. This could force SEALSQ to expend significant resources and incur substantial costs to redesign products, develop new architectures or remediate deployed devices in the field.

WISeKey’s business, reputation, and relationships with government agencies, OEMs and technology partners could be adversely affected if WISeKey is unable to deliver technological improvements, address newly discovered vulnerabilities or adapt its products to evolving security requirements and technological shifts on a timely basis. Whether WISeKey will be able to compete effectively in the future will depend substantially on its ability to anticipate emerging threats, advance its products to meet evolving regulatory, market and end-user security requirements, and respond to changes in global hardware, software and security architecture standards in a cost-effective and timely manner.

There is also additional risk that public opinion, regulatory scrutiny or customer sentiment around hardware security, particularly in areas such as AI, government surveillance and data privacy, may diverge from WISeKey’s expectations. For example, failure to achieve market acceptance for secure semiconductors designed to enhance AI model integrity, protect sensitive data or mitigate supply chain risks could materially and adversely impact its business and operating results.

The demand for SEALSQ’s semiconductor products depends to a significant degree on the demand for its customers’ end products.

The vast majority of SEALSQ’s Semiconductors segment revenue is derived from sales to manufacturers in the IT infrastructure (Network Servers, Switch, Home boxes, PC Keyboards, etc.), utilities distribution, edge infrastructure (Smart Meters), and Access Control modules. Demand in these markets fluctuates significantly, driven by consumer spending, consumer preferences, the development of new technologies and prevailing economic conditions. In addition, the specific products in which SEALSQ’s semiconductors are incorporated may not be successful or may experience price erosion or other competitive factors that affect the price manufacturers are willing to pay SEALSQ. Such customers have in the past, and may in the future, vary order levels significantly from period to period, request postponements to scheduled delivery dates, modify their orders or reduce lead times. This is particularly common during periods of low demand. This can make managing SEALSQ’s semiconductor business difficult, as it limits the predictability of future revenue. It can also affect the accuracy of its financial forecasts. Furthermore, developing industry trends, including customers’ use of outsourcing and new and revised supply chain models, may affect SEALSQ’s revenue, costs and working capital requirements.

If semiconductor customers do not purchase products made specifically for them, SEALSQ may not be able to resell such products to other customers or may not be able to require the customers who have ordered these products to pay a cancellation fee. The foregoing risks could have a material adverse effect on SEALSQ’s, and as a result WISeKey’s, business, financial condition and results of operations.

The semiconductor industry is characterized by continued price erosion, especially after a product has been on the market.

One of the results of the rapid innovation in the semiconductor industry is that pricing pressure, especially on products containing older technology, can be intense. Product life cycles are relatively short and, as a result, products tend to be replaced by more technologically advanced substitutes on a regular basis.

In turn, demand for older technology falls, causing the price at which such products can be sold to drop, in some cases precipitously. In order to continue profitably supplying these products, SEALSQ must reduce its production costs in line with the lower revenue it can expect to generate per unit. Usually, this must be accomplished through improvements in process technology and production efficiencies. If SEALSQ cannot advance its process technologies or improve its production efficiencies to a degree sufficient to maintain required margins, it will no longer be able to make a profit from the sale of these products. Moreover, SEALSQ may not be able to cease production of such

products, either due to contractual obligations or for customer relationship reasons, and as a result may be required to bear a loss on such products. SEALSQ cannot guarantee that competition in its core product markets will not lead to price erosion, lower revenue or lower margins in the future. Should reductions in manufacturing costs fail to keep pace with reductions in market prices for the products it sells, this could have a material adverse effect on SEALSQ’s, and as a result WISeKey’s, business, financial condition and results of operations.

Delays in development, launch and/or rollout of SEALSQ’s next-generation post-quantum cryptography products and services could have a material adverse effect on its business, results of operations and financial condition.

SEALSQ completed the commercial release of its post-quantum cryptography products in Q4 2025, with the first revenues expected to be generated in the second half of 2026. While SEALSQ expects to recognize revenue in 2026 relating to the implementation of new technologies into its planned Open Semiconductor and Test centers including the provision of professional services, projections expect returns from the full-scale commercial deployment of the post-quantum-resistant chips starting in the second half of 2026. However, if SEALSQ experiences delays in the production of these products, or if there are issues with the integration of the new chip into potential client solutions, it could have a material adverse effect on its, and as a result WISeKey’s, business, results of operations and financial condition. Delays could result from either the “qualification” process, the “certification” process or both. While SEALSQ has expanded its revenue streams from Matter certification adoption and implementing new Cyber Trust Mark standards, its ability to generate and grow its revenues in the future will largely be dependent on the ability to develop its next-generation post-quantum cryptography products and services.

SEALSQ’s quantum-resistant chip is a newly developed product, and its qualification process is still ongoing. Additionally, the sales process includes a period of ensuring the product is compatible with potential client products. During these processes, unforeseen issues may arise that require debugging and potentially a remask. Such adjustments could result in a delay of six to nine months in the chip’s market availability, impacting the ability to meet customer demand and production timelines.

In addition, the quantum-resistant chip is currently undergoing Common Criteria certification, and Combination (HW+SW) Common Criteria certification. If the certification labs identify a critical flaw that prevents compliance with required security standards, SEALSQ may need to partially redesign the affected components. This could significantly delay product availability for customers that require these certifications for deployment. Additionally, there is a risk of delays in the final certification process. Once the certification labs complete their testing and release the test report, there may be further delays in obtaining the FIPS certificate from NIST (the U.S. standards authority). Any such delays could postpone customer acceptance, impact sales cycles, and shift the anticipated production ramp-up schedule. Furthermore, after SEALSQ’s quantum-resistant chip is released, a hardware or software vulnerability could be discovered that could render the chip uncompetitive, obsolete or unmarketable if the vulnerability is not fixed. This could force SEALSQ to expend significant resources to remediate such vulnerability.

Failure of SEALSQ’s quantum-resistant semiconductor products to perform as intended, achieve required certifications, interoperate at scale, or gain timely market acceptance — and/or slower-than-expected development of quantum computing threats — could materially reduce demand for its products, delay or prevent revenue generation, increase costs, expose SEALSQ to warranty and indemnity claims, and adversely affect the results of operations.

SEALSQ is investing significant resources to design, manufacture, and commercialize quantum-resistant secure elements and related modules, including new products implementing post-quantum cryptographic algorithms. These products embody complex hardware, firmware, and cryptographic implementations that must meet stringent performance, reliability, security, and certification requirements across diverse use cases and environments. If SEALSQ’s chips, reference designs, or associated software do not perform as intended, exhibit defects, vulnerabilities, or reliability issues, fail to meet customer specifications or certification standards (such as FIPS or Common Criteria), or cannot be integrated or provisioned at customer scale, customers may delay, reduce, or cancel orders, require re-designs, or select alternative solutions. SEALSQ could incur substantial costs to remediate issues, including product rework, field returns, replacements, patches, or recalls, as well as increased warranty, support, and indemnity obligations. Any publicized defect or vulnerability — particularly one that implicates cryptographic correctness, side-channel resistance, secure boot/attestation, or supply-chain integrity — could damage SEALSQ’s brand and impair its ability to obtain new customers.

Market demand for quantum-resistant semiconductors is influenced by the pace and nature of quantum computing development, regulatory guidance, standardization timelines, and customer migration priorities. If practical cryptographically relevant quantum computers emerge later than industry forecasts, or if customers conclude that existing classical algorithms remain adequate for longer than anticipated, procurement cycles for post-quantum hardware may be deferred, scaled back, or reallocated to software-based mitigations. Conversely, if quantum threats emerge faster or differently than expected, the current implementations might not align with prevailing standards, certification baselines, or customer requirements, requiring unplanned re-engineering. Either scenario could materially reduce or delay demand relative to expectations. Furthermore, if new or revised standards, profiles, or certification protection profiles diverge from the algorithms, parameter sets, or implementation approaches SEALSQ has adopted, it may need to modify products, incur additional engineering and certification expense, or support multiple variants, which could compress margins and delay commercialization.

If demand falls short of SEALSQ’s projections, or if customers do not transition from pilots to volume production on anticipated schedules, its inventories could become excess or obsolete, SEALSQ could experience lower factory utilization and unfavorable variances, and it may be required to record inventory write-downs. Lower-than-expected demand or product performance issues could also trigger impairment indicators for capitalized development, acquired intangibles, or goodwill, and reduce operating cash flows. Because SEALSQ’s pipeline and forecasts include opportunities with governmental, defense, and critical-infrastructure customers, changes in budget cycles, procurement rules, national-sovereignty requirements, export controls, or qualification milestones could magnify the volatility of orders and timing of revenue recognition.

SEALSQ’s success depends on its ability to keep pace with technical advances in cryptography and semiconductor design.

SEALSQ needs to keep up with changing technologies to provide effective identification and authentication solutions. In addition, SEALSQ needs to continue its growth trend to broaden and strengthen the portfolio of its products to stay ahead of the technology changes and risks in order to be successful.

SEALSQ needs to anticipate, and quickly react to, rapid changes occurring in security technologies and to the development of new and improved semiconductors and software that result from these changes. If SEALSQ is unable to respond quickly and cost-effectively to changing hardware and software technologies and evolving industry standards, the existing offering could become non-competitive and it may lose market share. SEALSQ’s success will depend, in part, on its ability to effectively use leading technologies critical to the business, enhance its existing solutions, find appropriate technology partners, and continue to develop new solutions and technology that address the increasingly sophisticated and varied needs of its current and prospective clients and their customers, and its ability to influence and respond to technological advances, emerging industry and regulatory standards and practices and competitive service offerings. SEALSQ’s ability to remain technologically competitive may require substantial expenditures and lead-time, and the integration of newly acquired technologies will also take time. If SEALSQ is unable to adapt and integrate in a timely manner to changing market conditions or customer requirements, its, and as a result WISeKey’s, business, financial condition and results of operations could be seriously harmed.

The use of cryptography is subject to a variety of laws around the world. Unfavorable developments in legislation and regulation may adversely affect WISeKey’s business, operating results, and financial condition.

The use of cryptography is subject to a variety of laws around the world. Government regulation of the internet is evolving and any changes in government regulations relating to the internet or other areas of WISeKey’s business or other unfavorable developments may adversely affect its business, operating results, and financial condition.

For example, the U.S. agency NIST has recently selected the post-quantum cryptographic algorithms for all governmental use of cryptography. While SEALSQ has aligned product development with NIST’s PQC process, its ability to fully comply with evolving standards and successfully integrate these algorithms across the product portfolio is critical to maintaining its eligibility for government contracts and leadership in the post-quantum security market. Failure to timely implement NIST-selected algorithms or adapt to additional regional cryptographic requirements could limit market access, increase compliance and development costs, or fragment SEALSQ’s product offerings across different jurisdictions, which could materially and adversely affect WISeKey’s business, operating results, and financial condition.

WISeKey’s services and products depend on the continued integrity of public key cryptography technology and algorithms that may be compromised or proven obsolete over time.

WISeKey’s services and products rely heavily on cryptography. Advances in attacks on cryptographic algorithms and technology may weaken their effectiveness, and significant new technology requirements may be imposed by root distribution programs that requires WISeKey to make significant modifications to its systems or to reissue digital certificates to some or all customers, which could damage WISeKey’s reputation or otherwise harm its business.

Quantum computing may threaten the resilience of current cryptography against attacks during the current lifespan of hardware. This is certainly the case for WISeKey’s secure modules embedded in larger systems and/or deployed on remote locations, such as for smart meter and satellite deployments.

WISeKey cannot guarantee that its services and products will still offer sufficient protection against attacks carried out with quantum computers.

SEALSQ’s semiconductors and software services are highly technical and may contain undetected software bugs or vulnerabilities, which could manifest in ways that could seriously harm its reputation and business.

SEALSQ’s semiconductors and software services are highly technical and complex and may contain undetected software bugs, hardware errors, and other vulnerabilities. There is a risk that defects or errors could arise, particularly when new versions or enhancements are released. SEALSQ cannot assure you that its software or other components will not experience errors or performance problems in the future. These bugs and errors can manifest in any number of ways in these products, including through diminished performance, security vulnerabilities, malfunctions, or even permanently disabled products.

Some errors in SEALSQ’s products may be discovered only after a product has been used by customers and may in some cases be detected only under certain circumstances or after extended use. Any errors, bugs, or other vulnerabilities discovered in the code or back-end after delivery could damage SEALSQ’s reputation, drive away customers, and allow third parties to manipulate or exploit vulnerabilities.

SEALSQ also face claims for product liability, tort, or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention and seriously harm its reputation and its business. In addition, if its liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, SEALSQ’s business could be seriously harmed.

Services offered by SEALSQ’s PKI business rely on the continued integrity of public key cryptography technology and algorithms that may be compromised or proven obsolete over time.

Services and products are relying heavily on cryptography, in particular, services offered by SEALSQ’s PKI business are based on public key cryptography technology. With public key cryptography technology, a user possesses a public key and a private key, both of which are required to perform encryption and decryption operations. The security afforded by this technology depends on the integrity of a user’s private key and ensuring that it is not lost, stolen or otherwise compromised. Advances in attacks on cryptographic algorithms and technology may weaken their effectiveness, and significant new technology requirements may be imposed by root distribution programs that require SEALSQ to make significant modifications to its systems or to reissue digital certificates to some or all of its customers, which could damage the reputation or otherwise harm the business. Severe attacks on public key cryptography could render PKI services in general obsolete or unmarketable.

Quantum computing may threaten the resilience of current cryptography against attacks during the current lifespan of hardware. This is certainly the case for SEALSQ’s secure modules embedded in larger systems and/or deployed on remote locations, such as for smart meter and satellite deployments.

Although SEALSQ is committed to adapt the PKI platforms to the evolving technologies and industry regulations, it cannot guarantee that its current services and products will still offer sufficient long-term protection against future attacks executed with quantum computers.

Cybersecurity incidents, including data security breaches or computer viruses, could harm its business by disrupting WISeKey’s delivery of services, damaging its reputation or exposing it to liability.

WISeKey operates sensitive PKI platforms, retain certain confidential customer information in its secure data centers and registration systems, and its digital certificates and electronic signatures may be used by customers in mission critical applications. It is critical to WISeKey’s business strategy that its facilities and infrastructure remain secure and are perceived by the marketplace to be secure.

WISeKey receives, process, store and transmit, often electronically, the data of its customers and others, much of which is confidential. Unauthorized access to WISeKey’s computer systems or stored data could result in theft, including cyber-theft, or improper disclosure of confidential information, and the deletion or modification of records could cause interruptions in its operations. These cybersecurity risks increase when WISeKey transmits information from one location to another, including over the Internet or other electronic networks. Despite the security measures it has implemented, WISeKey’s facilities, systems and procedures, and those of its third-party service providers, may be vulnerable to security breaches, acts of vandalism, software viruses, misplaced or lost data, programming or human errors or other similar events which may disrupt WISeKey’s delivery of services or expose the confidential information of its customers and others. Any security breach involving the misappropriation, loss or other unauthorized disclosure or use of confidential information of WISeKey’s customers or others, whether by WISeKey or a third party, could subject it to civil and criminal penalties, have a negative impact on its reputation, or expose it to liability to its customers, third parties or government authorities. WISeKey is not aware of such breaches or any other material cybersecurity risks in its supply chain to date. Any of these developments could have a material adverse effect on WISeKey’s, business, results of operations and financial condition.

To mitigate these risks, WISeKey complies with one of the highest security standards in its industry: WebTrust, ISO27001 and the “Common Criteria” standard. Compliance with these standards require WISeKey to implement, monitor and audit on a yearly basis all the processes where WISeKey, or WISeKey’s third-party suppliers, manipulate sensitive data. This includes supply chain processes and partners which, like WISeKey, are audited every year by security experts certified by governmental authorities. In addition, one of SEALSQ’s customers, Cisco, also conducts an independent and extensive audit to control SEALSQ’s processes and propose improvements.

WISeKey’s security processes are piloted by a Global Security Director, under the supervision of a Security Board, which includes the top management of WISeKey. Once a year, the Global Security Director reassesses WISeKey’s cybersecurity risks and proposes to the Security Board a plan of action and budget for the year to come.

The Executive Board Members of WISeKey hold a weekly meeting with the General Manager to discuss all matters including operational matters and risk management, as well as holding regular, wider meetings with the senior management of WISeKey. During these meetings, the risks faced by the business and any new matters arising or potential threats identified are discussed. The WISeKey management team also provide updates on their ongoing projects designed to manage these risks, as well as presenting the results of any audits that are being carried out. The full board of directors are also kept appraised on the results of all audits carried out during the year and are required to decide on strategic decisions such as whether to attain accreditations for the business. The board of directors and Audit Committee are responsible also for overseeing the annual audit of WISeKey which, while primarily focused on the financials of WISeKey, does also cover certain risks associated with the business.

If its security systems are breached, WISeKey may face civil liability, and public perception of its security measures could be diminished, either of which would negatively affect WISeKey’s ability to attract and retain customers.

Techniques used to gain unauthorized access to data and software are constantly evolving, and WISeKey may be unable to anticipate or prevent unauthorized access to cryptographic data. WISeKey’s software services, which are supported by its own systems and those of third parties that it works with, are vulnerable to software bugs, computer viruses, internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of-service, or other attacks and similar disruptions from unauthorized use of WISeKey’s and third-party computer systems, any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personal data.

Computer malware, viruses, computer hacking, and phishing attacks have become more prevalent in WISeKey’s industry. WISeKey and its systems have been subject to such attacks in the past, albeit they have always been unsuccessful, and further such attempts to compromise its systems’ security may occur in the future. Because of its brand of trust and security, WISeKey believes that it is a particularly attractive target for such attacks. Though it is

difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of its products and technical infrastructure to the satisfaction of WISeKey’s customers may harm its reputation and ability to retain existing customers and attract new customers. Although WISeKey has developed systems and processes that are designed to protect its data and user data, to prevent data loss, to disable undesirable accounts and activities on its platform, and to prevent or detect security breaches, it cannot assure you that such measures will provide absolute security, and WISeKey may incur significant costs in protecting against or remediating cyber-attacks.

Additionally, if an actual or perceived breach of security occurs to its systems or a third party’s platform, WISeKey may face regulatory or civil liability and public perception of its security measures could be diminished, either of which would negatively affect its ability to attract and retain customers, which in turn would harm its efforts to attract and retain business partners. WISeKey also would be required to expend significant resources to mitigate the breach of security and to address matters related to any such breach. WISeKey also may be required to notify regulators about any actual or perceived personal data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods.

Any failure, or perceived failure, by WISeKey to maintain the security of data relating to its customers, to comply with its posted privacy policy, laws and regulations, rules of self-regulatory organizations, industry standards, and contractual provisions to which WISeKey may be bound, could result in the loss of confidence, or result in actions against WISeKey by governmental entities or others, all of which could result in litigation and financial losses, and could potentially cause it to lose customers, advertisers, and revenues. In Europe, the European Data Protection Authority could impose fines and penalties of up to 4% of annual global turnover or €20 million, whichever is higher, for a personal data breach.

Failure at tape-out or failure to achieve the expected final test yields for SEALSQ’s ICs could negatively impact its, and as a result WISeKey’s, results of operations.

The tape-out process is a critical milestone in SEALSQ’s IoT business. A tape-out means all the stages in the design and verification process of SEALSQ’s ICs have been completed, and the chip design is sent for manufacturing. The tape-out process requires considerable investment in time and resources and close cooperation with the wafer foundry, and repeated failures can significantly increase costs, lengthen product development period, and delay product launch. If the tape-out or testing of a new chip design fails, either as a result of design flaws by SEALSQ’s research and development team or problems with production or the testing process by the wafer foundry, SEALSQ may incur considerable costs and expenses to fix or restart the design process. Such obstacles may decrease its profitability or delay the launch of new products.

Once tape-out is achieved, the IC design is sent for manufacturing, and the final test yield is a measurement of the production success rate. The final test yield is a function of both product design, which is developed by SEALSQ, and process technology, which typically belongs to a third-party foundry. Low final test yields can result from a product design deficiency or a process technology failure or a combination of both. As such, SEALSQ may not be able to identify problems causing low final test yields until its product designs go to the manufacturing stage, which may substantially increase its per unit costs and delay the launch of new products.

SEALSQ’s IC products mainly depend on supplies from third-party foundries, and any failure to obtain sufficient foundry capacity from such foundries would significantly delay the shipment of its products.

SEALSQ’s IoT activity is a fabless IC design business and, as such, it does not own any IC fabrication facilities. SEALSQ currently works with two leading foundries as its main IC fabrication partners and places purchase orders according to its business needs. It is important for SEALSQ to have a reliable relationship with third-party foundries as well as other future foundry service providers to ensure adequate product supply to respond to customer demand.

SEALSQ cannot guarantee that its foundry service providers will be able to meet its manufacturing requirements. The ability of its foundry service providers to provide SEALSQ with foundry services is limited by available capacity. If any of its foundry service providers fails to succeed in their capacity promise, it will not be able to deliver to SEALSQ ICs as per the purchase orders that SEALSQ has placed to them, which will significantly affect its shipment of its products and solutions. This could in turn result in lost sales and have a material adverse effect on its relationships with its customers and on its business and financial condition. In addition, SEALSQ does not have a guaranteed level of production capacity from its foundry service providers. SEALSQ does not have long-term contracts with them,

and it sources its supplies on a purchase order basis. As a result, SEALSQ depends on its foundry service providers to allocate to it a portion of their manufacturing capacity sufficient to meet its needs, produce products of acceptable quality and at acceptable final test yields and deliver those products to SEALSQ on a timely basis and at acceptable prices. If any of SEALSQ’s foundry service providers raises its prices or is unable to meet its required capacity for any reason, such as shortages or delays in the shipment of semiconductor equipment or raw materials required to manufacture ICs, or if its business relationships with any of its foundry service providers deteriorate, SEALSQ may not be able to obtain the required capacity and would have to seek alternative foundries, which may not be available on commercially reasonable terms, or at all. Moreover, it is possible that other customers of any of its foundry service providers that are larger and/or better financed than SEALSQ, or that have long-term contracts with them, may receive preferential treatment in terms of capacity allocation or pricing. In addition, if SEALSQ does not accurately forecast its capacity needs, any of its foundry service providers may not have available capacity to meet its immediate needs or it may be required to pay higher costs to fulfil those needs, either of which could materially and adversely affect its, and as a result WISeKey’s, business, results of operations or financial condition.

Other risks associated with SEALSQ’s dependence on third-party foundries include limited control over delivery schedules and quality assurance, lack of capacity in periods of excess demand, unauthorized use of its intellectual property and limited ability to manage inventory and parts. In particular, although SEALSQ has entered into confidentiality agreements with its third-party foundries for the protection of its intellectual property, they may not protect SEALSQ’s intellectual property with the same degree of care as SEALSQ uses to protect its intellectual property. If SEALSQ fails to properly manage any of these risks, its business and results of operations may be materially and adversely affected.

Moreover, if any of SEALSQ’s foundry service providers suffers any damage to its facilities, suspends manufacturing operations, loses benefits under material agreements, experiences power outages or computer virus attacks, lacks sufficient capacity to manufacture its products, encounters financial difficulties, is unable to secure necessary raw materials from its suppliers or suffers any other disruption or reduction in efficiency, SEALSQ may encounter supply delays or disruptions.

SEALSQ relies on a limited number of third parties for IC packaging and testing services.

In relation to SEALSQ’s semiconductor business, fabrication of ICs requires specialized services to process the silicon wafers into ICs by packaging them and to test their proper functioning. SEALSQ primarily collaborates with an Outsource Semiconductors Assembly and Testing (OSAT) provider for such services, which may expose it to a number of risks, including difficulties in finding alternate suppliers, capacity shortages or delays, lack of control or oversight in timing, quality or costs, and misuse of SEALSQ’s intellectual property. If any such problems arise with its packaging and testing partners, SEALSQ may experience delays in its production and delivery timeline, inadequate quality control of products or excessive costs and expenses. As a result, SEALSQ’s, and as a result WISeKey’s, financial condition, results of operations, reputation and business may be adversely affected.

SEALSQ’s supply chain depends on third-party suppliers. Failure of one of its suppliers to handle increased demand could impact the ability to take advantage of upside business opportunities.

SEALSQ outsources several critical functions in its supply chain to third-party suppliers, such as the manufacture of its semiconductors. They all have a number of risks that are present in their businesses that could limit their ability to meet increased demands if SEALSQ see increased orders from its customers. If its suppliers cannot satisfy demand, SEALSQ may not be able to meet its customer demands. Also, if suppliers add higher costs to cover their increased volume, SEALSQ, and as a result WISeKey, may see drops in its gross profit margins. Many of these costs are not fixed, even though there may be contracts in place, and may be increased at the discretion of the third-party vendor.

The following issues related to SEALSQ’s third-party suppliers could have an adverse effect on its ability to meet customer demand and negatively impact revenues, business operations, profitability and cash flows:

•        SEALSQ’s suppliers’ failure or inability to react to shifts in product demand, including situations where demand for integrated circuits exceeds suppliers’ capacity to meet that demand;

•        a failure or inability by SEALSQ’s suppliers to procure raw materials or allocate adequate raw materials for its products, or an increase in prices for raw materials or components;

•        an inability to procure or utilize raw materials, components or products from SEALSQ’s suppliers due to government prohibitions or restrictions on transactions with certain countries and/or companies, or alternative suppliers, or because raw material sources or raw materials are not available or not available in acceptable time frames or upon acceptable terms;

•        a failure by SEALSQ’s suppliers to allocate adequate manufacturing, assembly or test capacity for its products;

•        SEALSQ’s suppliers’ failure or inability to develop or maintain, or a delay in developing or building out, manufacturing capacity for leading process technologies, including transitions to smaller geometry process technologies;

•        the loss of a supplier or the failure or inability of a supplier to meet performance, quality or yield specifications or delivery schedules;

•        additional expense or production delays as a result of qualifying a new supplier and commencing volume production or testing in the event of a loss of, or a decision to add or change, a supplier;

•        natural disasters, the effects of climate change, acts of war or other geopolitical conflicts impacting the regions in which SEALSQ’s suppliers and their manufacturing foundries or assembly, test or other facilities are located;

•        health crises, including epidemics or pandemics, and government and business responses thereto, which impact SEALSQ’s suppliers, including as a result of quarantines or closures;

•        cyber-attacks on SEALSQ’s suppliers’ information technology (IT) systems, including those related to their manufacturing foundries or assembly, test or other facilities;

•        trade or national security protection policies, particularly U.S. or Chinese government policies, that limit or prevent SEALSQ from transacting business with suppliers of critical integrated circuit products, or that limit or prevent such suppliers from transacting business with it or from procuring materials, machinery or technology necessary to manufacture goods for SEALSQ; and

•        any other reduction, interruption, delay or limitation in SEALSQ’s product supply sources.

In particular, SEALSQ’s agreement with one of its third-party suppliers, Presto Engineering Inc. (“Presto”), defines, among other things, the following contractual obligations:

•        the list of operational obligations that they shall execute for SEALSQ Presto’s services include New Production Introduction (“NPI”), such as planning of validation and qualification activities, engineering evaluation of the product and preliminary test solution, and product release to industrial maturity, and Supply Chain Management (“SCM”);

•        the On-Time Delivery objectives and rules. Presto is required to provide its SCM service based on agreed targets for On Time Delivery (“OTD”). OTD is defined numerically and it constitutes result obligations under French laws, which govern the agreement;

•        their obligations vis-à-vis SEALSQ’s quality process and its security process, including their obligations to be audited on a yearly basis.

Presto’s failure to meet these obligations could have an adverse effect on SEALSQ’s ability to meet customer demand and negatively impact SEALSQ’s, and as a result WISeKey’s, revenues, business operations, profitability and cash flows.

Although common in its industry, SEALSQ does not have agreements with any other major third-party suppliers. Rather, SEALSQ provides such suppliers with purchase orders on a quarterly basis, which triggers the launch of manufacturing of the Company’s products. SEALSQ has weekly discussions and provides the suppliers with 12-month rolling forecasts to allow them to anticipate equipment allocations and raw material supplies. However, since SEALSQ does not have written agreements with these suppliers, it is subject to the risk that any of these suppliers could terminate their relationship with SEALSQ, leaving it without critical products, software or other services needed to operate its business.

SEALSQ is dependent on the timely supply of equipment and materials from various sub-contractors and if any one of these suppliers fails to meet, or delays, their committed delivery schedules due to supply chain disruptions or other reasons, SEALSQ, and as a result WISeKey, can suffer with lower or lost revenues.

SEALSQ uses various suppliers for silicon manufacturing and testing its parts. Any one of these suppliers could not meet their commitments for on-time delivery of its products. The market supply of such products has seen and continues to see difficulties in meeting demand and these kinds of supply disruptions can happen due to global shortages of silicon wafers or chemicals used in the processing of the silicon packaging, or shortages in the labor force due to unrest or sicknesses. During the latter half of 2021 and 2022, SEALSQ had to manage its delivery schedule carefully as a result of the global shortage of semiconductors material. During this period, SEALSQ was receiving greater volumes of orders than it was capable of delivering due to such shortages, so it had to program the orders based upon the allocations of materials and production capacity available to SEALSQ. While SEALSQ was able to grow its revenue during this time though careful negotiation with its suppliers, SEALSQ believes that revenues would have been higher had there not been such supply disruption. Further, its business and operating conditions can be at risk if it cannot deliver on product demand as committed in its customer contracts. The global shortage was alleviated in 2023 meaning that the same constraints were no longer applicable during that year and currently, SEALSQ does not have issues around supply allocations. However, supply disruptions may happen in the future and may negatively affect its, and as a result WISeKey’s, business, financial condition and results of operations.

SEALSQ’s ability to forecast its future results of operations and plan for and model future growth is limited and subject to a number of uncertainties due to recent changes in SEALSQ’s context as well as in its own sales organization and go-to-market strategies.

WISeKey faces intense competition from companies that are larger and better known than it is, and it may lack sufficient financial or other resources to maintain or improve its competitive position.

The digital security market space in which WISeKey operates faces intense competition, constant innovation and evolving security threats. There are several global security companies with strong presence in this market, including VeriSign, Inc., DigiCert Inc., Entrust Datacard, Let’s Encrypt, Symantec Corporation, FireEye, Inc., Red Hat Software, VASCO Data Security International, Inc., Zix Corp, NXP Semiconductors, Infineon Technologies, STMicroelectronics and Samsung Electronics. As WISeKey integrates and moves into the knowledge automation space there are also related data lake and automation companies with strong foundations including Palantir and Snowflake.

Some of WISeKey’s competitors are large companies that have the technical and financial resources and broad customer bases needed to bring competitive solutions to the market and already have existing relationships as a trusted vendor for other products. Such companies may use these advantages to offer products and services that are perceived to be as effective as WISeKey’s at a lower price or for free as part of a larger product package or solely in consideration for maintenance and services fees. They may also develop different products to compete with WISeKey’s current security solutions and respond more quickly and effectively than it does to new or changing opportunities, technologies, standards or client requirements. Additionally, it may compete with smaller regional vendors that offer products with a more limited range of capabilities that purport to perform functions similar to its security solutions. Such companies may enjoy stronger sales and service capabilities in their particular regions.

WISeKey’s competitors may have competitive advantages, such as:

•        greater name recognition, a longer operating history and a larger customer base;

•        larger sales and marketing budgets and resources;

•        broader distribution and established relationships with distribution partners and customers;

•        greater customer care and support resources;

•        broader supply chains;

•        greater resources to make acquisitions;

•        larger intellectual property portfolios; and

•        greater financial, technical and other resources.

WISeKey’s current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources. Current or potential competitors may be acquired by third parties with access to greater available resources. As a result of such acquisitions, WISeKey’s current or potential competitors may be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products and services, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their product and service offerings more quickly than WISeKey does. Larger competitors with more diverse product offerings may reduce the price of products that compete with WISeKey’s in order to promote the sale of other products or may bundle them with other products, which would lead to increased pricing pressure on its products and could cause the average sales prices for its products to decline.

If WISeKey does not successfully anticipate market needs and enhance existing products or develop new products that meet those needs on a timely basis, it may not be able to compete effectively and its ability to generate revenues will suffer.

Many of its customers operate in markets characterized by rapidly changing technologies and business plans, which require them to adapt to increasingly complex digital security infrastructures to protect internal and external corporate communications. As customers’ technologies and business plans grow more complex, WISeKey expects them to face new and increasingly sophisticated threats of security breaches or counterfeiting. WISeKey faces significant challenges in:

•        ensuring that WISeKey’s security solutions effectively protect identities of individual customers, company information and their brands, and

•        driving efficient operations through automated decision making.

As a result, WISeKey must continually modify and improve its products in response to changes in its customers’ technology infrastructures.

WISeKey may not be able to successfully anticipate or adapt to changing technology or customer requirements on a timely basis or at all. If it fails to keep up with technological changes or to convince its customers and potential customers of the value of its security and automation solutions even in light of new technologies and integration, WISeKey’s business, results of operations and financial condition could be materially and adversely affected.

WISeKey cannot guarantee that it will be able to anticipate future market needs and opportunities or be able to develop product enhancements or new products to meet such needs or opportunities in a timely manner, if at all. Even if it is able to anticipate, develop and commercially introduce enhancements and new products, there can be no assurance that enhancements or new products will achieve widespread market acceptance.

WISeKey’s product enhancements or new products could fail to attain sufficient market acceptance for many reasons, including:

•        delays in releasing product enhancements or new products;

•        failure to accurately predict market demand and to supply products that meet this demand in a timely fashion;

•        failure to accurately price products and solutions;

•        inability to interoperate effectively with the existing or newly introduced technologies, systems or applications of WISeKey’s existing and prospective customers;

•        defects in WISeKey’s products;

•        inability to integrate security and automation;

•        negative publicity about the performance or effectiveness of WISeKey’s products;

•        introduction or anticipated introduction of competing products by WISeKey’s competitors; and

•        installation, configuration or usage errors by WISeKey’s customers.

If WISeKey fails to anticipate market requirements or fails to develop and introduce product enhancements or new products to meet those needs in a timely manner, that could cause it to lose existing customers and prevent it from gaining new customers, which would significantly harm its business, financial condition and results of operations.

Any decline in demand for SEALSQ’s products from its clients could have a material adverse effect on the business, results of operations and financial condition of SEALSQ, and as a result WISeKey, if production or deployment is already planned.

SEALSQ’s business is at risk of its clients delaying or withdrawing purchase orders for items where SEALSQ already committed to the production or deployment of these pieces. In these situations, and when sufficient notice is given, it is usually able to adjust SEALSQ’s production schedules such that the production or deployment schedules can be transferred to alternative clients thereby limiting SEALSQ’s exposure. However, there can be a short-term impact upon the levels of stock that SEALSQ holds at any given point in time. Because its products have a lengthy development cycle, often in the range of 18 to 24 months from design-win or project award to delivering the first batch of finished goods or services, there is a limited risk that SEALSQ finds itself holding material amounts of stocks of finished goods that will not be eventually delivered to its clients. The greatest risk is that a client might reduce their production allocations with SEALSQ and, in this instance, it would be required to adapt its purchase requirements accordingly. Most of its raw materials (in particular, SEALSQ’s wafers) can be redirected to alternative products and so the risk is more concentrated to finished goods and committed engineering or deployment capacity. In the event that a client was to significantly reduce demand with a limited lead-time and not place new orders for that product at a later stage, this could lead to some finished goods becoming obsolete. The main risk arising from a decline in demand for SEALSQ’s products from one of its larger clients is that SEALSQ would need to find new sources of revenue to replace such client.

WISeKey’s reputation and business could be harmed based on real or perceived shortcomings, defects or vulnerabilities in its security solutions or the failure of its security solutions to meet customers’ expectations.

Organizations are facing increasingly sophisticated digital security threats and threats of counterfeiting. If WISeKey fails to identify and respond to new and increasingly complex methods of counterfeiting products or hacking personal and corporate digital accounts, its business and reputation will suffer. In particular, WISeKey may suffer significant adverse publicity and reputational harm if any of its products fail to perform as advertised. An actual or perceived breach of WISeKey’s customers’ sensitive business data, regardless of whether the breach is attributable to the failure of its products, could adversely affect the market’s perception of the efficacy of WISeKey’s security solutions and current or potential customers may look to WISeKey’s competitors for alternatives to its security solutions. Similarly, an actual or perceived failure of WISeKey’s products to prevent counterfeit products from being detected, regardless of whether such failure is attributable to its products, could adversely affect the market’s perception of the efficacy of its authentication solutions and could encourage current or potential customers to look to WISeKey’s competitors for an alternative to its products. The failure of its products may also subject WISeKey to product liability lawsuits and financial losses stemming from the indemnification of its partners and other third parties, as well as the expenditure of significant financial resources to analyze, correct or eliminate any vulnerability. It could also cause WISeKey to suffer reputational harm, lose existing customers or deter them from purchasing additional products and services and prevent new customers from purchasing its security solutions.

Sometimes it will be necessary to make a product or product line obsolete and there may be negative impacts to sales or disruption to the customer base during the ramp down of that product.

All products have a natural lifecycle that includes the inevitable end-of-life (“EOL”) process. During the ramping down of a product, or product family, there are many ways that WISeKey’s business operations can be challenged. Last time buys are a typical way for customers to deal with the EOL of a product that is still critical to one of their end products. These kinds of orders show an increase in short term sales but result in the abrupt drop off of revenue from that customer, for that product, after the last time buy is delivered. Discontinuing a product also comes with the risk that WISeKey may lose that customer for good if WISeKey does not have a replacement for the product or if they decide to look at alternative suppliers because of the change in supply.

WISeKey’s research and development efforts may not produce successful products or enhancements to its security solutions that result in significant revenue or other benefits in the near future, if at all.

Investing in research and development personnel, developing new products and enhancing existing products is expensive and time-consuming, and there is no assurance that such activities will result in significant new marketable products or enhancements to WISeKey’s products, design improvements, cost savings, revenues or other expected benefits.

If WISeKey spends significant time and effort on research and development and is unable to generate an adequate return on its investment, its business and results of operations may be adversely affected. WISeKey’s research and development roadmap anticipates a continued increase in 2026 in its expenditure, in particular focused on its post-quantum cryptography and the development of its secure satellite constellation through WISeSat.

Failure to protect WISeKey’s intellectual property could substantially harm its business, operating results, and financial condition.

The success of WISeKey’s business depends on its ability to protect and enforce its patents, trade secrets, trademarks, copyrights, and all of other intellectual property rights, including the silicon intellectual property rights of SEALSQ’s semiconductors.

WISeKey’s attempt to protect its intellectual property under patent, trade secret, trademark, and copyright law through a combination of employee, third-party assignment and nondisclosure agreements, other contractual restrictions, technological measures, and other methods. These afford only limited protection and WISeKey is still early in the process of securing its intellectual property rights. Despite WISeKey’s efforts to protect its intellectual property rights and trade secrets, unauthorized parties may attempt to copy aspects of its technology, or obtain and use trade secrets and other confidential information. Moreover, policing WISeKey’s intellectual property rights is difficult and time consuming. WISeKey cannot assure you that it would have adequate resources to protect and police its intellectual property rights, and it cannot assure you that the steps it takes to do so will always be effective.

WISeKey has filed, and may in the future file, patent applications on certain of its innovations. It is possible, however, that these innovations may not be patentable. In addition, given the cost, effort, risks, and downside of obtaining patent protection, including the requirement to ultimately disclose the invention to the public, WISeKey may choose not to seek patent protection for some innovations. Furthermore, WISeKey’s patent applications may not result in granted patents, the scope of the protection gained may be insufficient or an issued patent may be deemed invalid or unenforceable. WISeKey also cannot guarantee that any of its present or future patents or other intellectual property rights will not lapse or be invalidated, circumvented, challenged, or abandoned. Neither can WISeKey guarantee that its intellectual property rights will provide competitive advantages. WISeKey’s ability to assert its intellectual property rights against potential competitors or to settle current or future disputes could be limited by its relationships with third parties, and any of its pending or future patent applications may not have the scope of coverage originally sought. WISeKey cannot guarantee that its intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak. WISeKey could lose both the ability to assert its intellectual property rights against, or to license technology to, others and the ability to collect royalties or other payments.

Litigation or proceedings before governmental authorities and administrative bodies may be necessary in the future to enforce WISeKey’s intellectual property rights, to protect its patent rights, trademarks, trade secrets, and domain names and to determine the validity and scope of the proprietary rights of others. WISeKey’s efforts to enforce or protect its proprietary rights may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm its operating results. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, that may affect its ability to protect and enforce WISeKey’s patents and other intellectual property.

WISeKey’s growth prospects and revenue will be adversely affected if its efforts to attract prospective customers and to retain existing customers are not successful.

WISeKey’s ability to grow its business and generate revenue depends on retaining and expanding its total customer base and increasing services revenue by effectively monetizing added value. WISeKey must convince prospective customers of the benefits of its solutions and its existing customers of the continuing value of those solutions. WISeKey’s ability to attract new customers, retain existing customers, and reach out to new markets depends in large part on its ability to continue to offer leading technologies and products, superior security and trust, and integration capabilities. For instance, in SEALSQ’s Semiconductors segment, some of its semiconductor competitors, including Infineon, Microchip, NXP and STMicroelectronics, have developed, and are continuing to develop, secure elements, which puts WISeKey at a significant competitive disadvantage.

WISeKey, through SEALSQ, derives a significant amount of its revenue each year from a limited number of significant customers.

SEALSQ derives a significant amount of its revenue each year from a small number of customers. In the year ended December 31, 2025, SEALSQ’s ten largest customers accounted for 60% of WISeKey’s revenue. SEALSQ’s business and results of operations are largely dependent upon the success of its significant customers. The loss of any large customer, a decline in the volume of sales to these customers or the deterioration of their financial condition could adversely affect SEALSQ’s, and as a result WISeKey’s, business, results of operations and financial conditions.

One of SEALSQ’s largest customers is CISCO Systems International (“Cisco”). SEALSQ operates under the terms of a Master Purchase Agreement, dated August 14, 2014. This agreement defines, among other things:

•        the communication process that it shall respect vis-a-vis forecasting/pricing update, such as determination of price reflecting component prices in effect on the date of shipment to Cisco’s authorized contract manufactures (“EMS Providers”), representations and warranties that the product price are, and shall be, no higher than the lowest prices offered by SEALSQ to any customer purchasing the same or lesser total sales or unit volume on an annual basis;

•        buffer stock, timing and volume constitution rules, including but not limited to, obligations to make commercially reasonable efforts to conduct capacity and materials planning and management sufficient to meet EMS Provider’s forecast at the period of time agreed between SEALSQ and EMS Providers;

•        list of contract manufacturers to whom SEALSQ is allowed to take purchase orders and to make deliveries;

•        rules of fair treatment in case capacity shortage, that is, an obligation to provide Cisco, EMS Providers and any third party designated by Cisco an allocation of products during its shortage that is no less favorable than that provided to any other customer;

•        warranties, including but not limited to, three year warranty period, delivered product having no less than eight remaining weeks of shelf-life, replacement of defected products within two business days in general;

•        epidemic failure when a single failure mode in excess of 1% of the product or a multiple failure mode in excess of 3% of the product, during any rolling 3-full calendar month period, occurs. If an epidemic failure occurs within five (5) years following the delivery of a product, SEALSQ must promptly notify Cisco, provide a preliminary diagnosis plan within one (1) business day, and update it as required by Cisco. SEALSQ has agreed to collaborate with Cisco to diagnose the issue, develop an interim solution, and implement a permanent fix. Subject to the liability exclusions and limitations outlined in the agreement, SEALSQ is contractually obligated to compensate Cisco for all reasonable direct costs incurred in addressing the epidemic failure.

Additionally, SEALSQ has agreed to provide necessary support to Cisco, its EMS Providers, and any designated third parties for remediation efforts, including but not limited to customer notifications, replacement scheduling, and corrective measures such as product removal, return, reinstallation, and repair.

SEALSQ depends on its customers’ ability to sell their products, which may pose challenges for SEALSQ’s ability to forecast demand or optimize inventory and sales.

Large orders may depend on the ability of SEALSQ’s customers to be awarded significant regional or national contracts. The design of many industrial devices involves the risk that such devices may not see the demand expected in the relevant market, or that high-volume contracts may be awarded to competing suppliers. SEALSQ’s customers may be bidding against multiple suppliers to win government contracts, and if they lose, SEALSQ may not realize the results originally expected during forecasting of opportunity size and profitability. As such, the volume predictions used in pricing negotiations and forecasts may not always be achievable by SEALSQ’s customers and may adversely affect WISeKey’s operating results.

Changes in regulations or citizen concerns regarding privacy and protection of citizen data, or any failure or appearance of failure to comply with such laws, could diminish the value of WISeKey’s services and cause WISeKey to lose customers and revenue.

The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission, and security of personal information by companies operating over the internet have recently come under increased public scrutiny.

The U.S. government, including the Federal Trade Commission and the Department of Commerce, may continue to review the need for greater regulation over the collection of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices.

Additionally, the EU may continue to review the need for greater regulation or reform to its existing data protection legal framework, which may result in a greater compliance burden for companies with users in Europe. Various government and consumer agencies also have called for new regulation and changes in industry practices. WISeKey’s business, including its ability to operate and expand internationally, could be adversely affected if legislation or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with WISeKey’s current business practices and that require changes to these practices, the design of its website, services, features, or its privacy policy. In particular, the success of its business has been, and WISeKey expects will continue to be, driven by its ability to responsibly use the personal data that its customers share with WISeKey.

Accordingly, WISeKey’s business could be harmed by any significant change to applicable laws, regulations, or industry practices regarding the use of its customers’ personal data, for example regarding the manner in which disclosures are made and how the express or implied consent of customers for the use of personal data is obtained. Such changes may require WISeKey to modify its services and features, possibly in a material manner, and may limit its ability to develop new services and features that make use of the data that its customers voluntarily share with WISeKey. In addition, some of its developers or other partners, such as those that help WISeKey measure the effectiveness of advertisements, may receive or store information provided by it or by its customers through mobile or web applications integrated with its services. WISeKey provides limited information to such third parties based on the scope of services provided to it. However, if these third parties or developers fail to adopt or adhere to adequate data security practices, or in the event of a breach of their networks, WISeKey’s data or its customers’ data may be improperly accessed, used, or disclosed.

Interruptions, delays or discontinuations in service arising from WISeKey’s own systems or from third parties could impair the delivery of its services and harm its business.

WISeKey relies on systems housed in its own facilities and upon third parties, including bandwidth providers and third-party “cloud” data storage services, to enable its customers to receive its content in a dependable, timely, and efficient manner. WISeKey has experienced and may in the future experience periodic service interruptions and delays involving its own systems and those of third parties that WISeKey works with. Both WISeKey’s own facilities and those of third parties are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They also are subject to break-ins, sabotage, intentional acts of vandalism, the failure of physical, administrative, technical, and cybersecurity measures, terrorist acts, natural disasters, human error, the financial insolvency of third parties that it works with, and other unanticipated problems or events. The occurrence of any of these events could result in interruptions in WISeKey’s services and to unauthorized access to, or alteration of, the content and data contained on its systems and that these third parties store and deliver on its behalf.

Any disruption in the services provided by these third parties could materially adversely impact WISeKey’s business reputation, customer relations, and operating results. Upon expiration or termination of any of its agreements with third parties, WISeKey may not be able to replace the services provided to WISeKey in a timely manner or on terms and conditions, including service levels and cost, that are favorable to it, and a transition from one third party to another could subject WISeKey to operational delays and inefficiencies until the transition is complete.

The cryptographic rootkeys used by WISeKey are owned by the Organisation Internationale pour la Sécurité des Transactions Electroniques (“OISTE”). OISTE has granted WISeKey a renewable 10-year license to exclusively use the cryptographic rootkey. A termination of the license agreement would present a threat to WISeKey’s existing business model.

The cryptographic rootkeys used by WISeKey are owned by OISTE acting as a trusted third party and not-for-profit entity in charge of ensuring that the Root of Trust (the “RoT”) remains neutral and trusted. The name of the RoT is OISTE/WISeKey, as shown in all major current browsers that embed the rootkey. Two members of the foundation board of OISTE are also WISeKey board members. Members of the foundation board of OISTE are appointed by a policy authorizing authority, whose members are international organizations, governments and large corporations that use the OISTE/WISeKey RoT. OISTE has granted WISeKey a 10-year license to exclusively use the cryptographic rootkey and develop technologies and processes based on OISTE’s trust model. The current term of the license agreement shall renew on December 31, 2028 and shall be automatically extended for successive 10 year terms unless terminated by written notice by either party at least 2 years prior to the end of the then-current term or unless terminated for breach or bankruptcy.

WISeKey’s business model consists in promoting trust and security, and it depends on trust in its brand. Negative media coverage could adversely affect its brand and any failure to maintain, protect, and enhance WISeKey’s brand would hurt its ability to retain or expand its customer base.

Maintaining, protecting, and enhancing WISeKey’s brand is critical to expanding its customer base, and will depend largely on its ability to continue to develop and provide top-level security. If WISeKey does not successfully maintain its brand, its business could be harmed.

WISeKey’s brand may be impaired by a number of other factors, including a failure to protect the cryptographic keys, data and software of end customers, any failure to keep pace with technological advances on its platform or with its services, a failure to protect its intellectual property rights, or any alleged violations of law, regulations, or public policy. Further, if WISeKey’s partners fail to maintain high standards in the supply chain, or if WISeKey partners with supply chain partners that its customers reject, the strength of its brand could be adversely affected.

WISeKey has not historically been required to spend considerable resources to establish and maintain its brand. However, if it is unable to maintain the growth rate in its customer base, it may be required to expend greater resources on advertising, marketing, and other brand-building efforts to preserve and enhance brand awareness, which would adversely affect operating results and may not be effective.

WISeKey’s CEO and CFO manage multiple, publicly traded companies and the requirements of managing multiple public companies may strain their resources.

WISeKey’s CEO and CFO currently hold the same management positions at SEALSQ and, for its CEO, at WISeSat; SEALSQ is a publicly traded company, and WISeSat will become a publicly traded company if the proposed business combination with Columbus Acquisition Corp., a publicly traded special purpose acquisition company (“SPAC”), relating to the proposed public listing of WISeSat is completed. SEALSQ is, and WISeSat would as a publicly traded company be, required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements may divert their attention from other business concerns of WISeKey, which could have a material adverse effect on its business, financial condition and results of operations.

Obligations associated with being a public company require significant resources and management attention.

WISeKey is subject to the reporting requirements of the Securities Exchange Act, and the other rules and regulations of the SEC, including the Sarbanes-Oxley Act. Section 404 of Sarbanes-Oxley requires that WISeKey evaluates and determines the effectiveness of its internal control over financial reporting.

WISeKey works with its legal, accounting and financial advisors to identify any areas in which changes should be made to its financial and management control systems to manage its growth and its obligations as a public company. WISeKey evaluates areas such as corporate governance, corporate control, internal audit, disclosure controls and

procedures and financial reporting and accounting systems. WISeKey will make changes in any of these and other areas, including its internal control over financial reporting, which it believes are necessary. However, these and other measures WISeKey may take may not be sufficient to allow WISeKey to satisfy its obligations as a public company on a timely and reliable basis. In addition, compliance with reporting and other requirements applicable to public companies do create additional costs for it and require the time and attention of management. WISeKey’s limited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing business strategy. WISeKey may not be able to predict or estimate the amount of the additional costs it may incur, the timing of such costs or the degree of impact that its management’s attention to these matters will have on its business.

WISeKey depends on highly skilled key personnel to operate its business, and if it is unable to attract, retain, and motivate qualified personnel, its ability to develop and successfully grow its business could be harmed.

WISeKey believes that its future success is highly dependent on the talents and contributions of senior management, including Carlos Moreira, founder and Chief Executive Officer of WISeKey, members of its executive team, and other key employees, such as key engineering, finance, research and development, marketing, and sales personnel. WISeKey’s future success depends on its continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees and senior management. All of WISeKey’s employees, including senior management, are free to terminate their employment relationship with WISeKey at any time, and their knowledge of its business and industry may be difficult to replace.

Furthermore, WISeKey’s performance depends on favorable labor relations with its employees and compliance with labor laws in the countries where WISeKey has employees and plans to hire new employees. Any deterioration of current relations or increase in labor costs due to its compliance with labor laws could adversely affect its business.

Qualified individuals are in high demand, particularly in the digital industry, and WISeKey may incur significant costs to attract them. If WISeKey is unable to attract and retain its senior management and key employees, it may not be able to achieve its strategic objectives, and its business could be harmed. In addition, WISeKey believes that senior management has developed highly successful and effective working relationships. WISeKey cannot ensure that it will be able to retain the services of any members of its senior management or other key employees. If one or more of these individuals leave, it may not be able to fully integrate new senior management or replicate the current dynamic, and working relationships that have developed among its senior management and other key personnel, and its operations could suffer.

WISeKey is currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine, the Israel-Hamas war, and the hostilities among Iran, the United States, and Israel. WISeKey’s business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from their conflict, or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine.

In February 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. WISeKey is continuing to monitor the situation in Ukraine and globally and assessing its potential impact on its business. Additionally, Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, the European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication, or SWIFT, payment system, expansive ban on imports and exports of products to and from Russia and ban on exportation of U.S. denominated bank notes to Russia or persons located there. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Additionally, on October 7, 2023, Hamas, a U.S. designated terrorist organization, launched a series of coordinated attacks from the Gaza Strip onto Israel. On October 8, 2023, Israel formally declared war on Hamas, and the armed conflict is ongoing as of the date of this filing.

On February 28, 2026, the U.S. and Israel launched coordinated strikes against Iran. In response, Iran conducted retaliation attacks that expanded the conflict beyond just Iran and Israel and has threatened some commercial routes, especially traffic through the Strait of Hormuz, raising concerns about broader regional instability in the Middle East. These tensions include military posturing, proxy conflicts, and the potential for direct confrontation, which could lead to disruptions in global energy markets, supply chains, and international trade. Any escalation of hostilities could have far-reaching implications for global economic stability and capital markets.

Although WISeKey’s operations have not experienced material and adverse impact on supply chain, cybersecurity or other aspects of its business from the ongoing conflict between Russia and Ukraine, from the war between Israel and Hamas, or from tensions between Iran, the United States, and Israel, nor from any associated event such as the Red Sea shipping crisis, there is no assurance that such conflicts and events would not develop or escalate in a way that could materially and adversely affect WISeKey’s business, financial condition, and results of operations in the future.

WISeKey’s business could suffer as a result of tariffs and trade sanctions or similar actions.

The imposition by the U.S. government of trade measures, including tariffs, sanctions or other restrictions on goods exported from, or imported into, the United States, or countermeasures imposed in response to such U.S. government trade measures, could adversely affect global economic conditions, WISeKey’s operations or its ability to sell its products globally, which could adversely affect its operating results and financial condition. The U.S. tariff environment remains highly volatile and uncertain. On January 14, 2026, following the completion of a Section 232 national security investigation, the U.S. President signed a proclamation imposing a 25% ad valorem tariff on certain advanced computing semiconductors and their derivative products, effective January 15, 2026, with certain exemptions. On February 20, 2026, the U.S. Supreme Court held that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs, striking down the sweeping tariffs previously imposed under IEEPA on imports from China, Canada, Mexico, and most other trading partners. In response, President Trump immediately imposed replacement tariffs under Section 122 of the Trade Act of 1974, initially at a rate of 10% and subsequently increased to 15%, on a global basis effective February 24, 2026. While a significant portion of WISeKey’s current supply chain does not directly import products to the U.S. because WISeKey supplies to contract manufacturers located outside the U.S. However, the tariffs on imports of semiconductor chips, or products containing semiconductor chips could impact the contract manufacturers and the entire semiconductor supply chain when finished goods are delivered to end-customers into the U.S.. End customers may seek to restructure their supply chains to areas or countries unaffected by tariffs, or may demand that the semiconductor supply chain absorb the added costs, which would reduce WISeKey’s revenue and gross profit. The ongoing legal uncertainty surrounding U.S. presidential tariff authority and potential Congressional action to extend or codify tariffs, create significant unpredictability for WISeKey’s business planning and operations. Escalations in trade measures may directly impair WISeKey’s business by increasing trade-related costs or disrupting established supply chains and may indirectly impair its business by causing a negative effect on global economic conditions and financial markets. In addition, de-escalation of trade measures, or selected exemptions from trade measures, may not result in an immediate increase in WISeKey’s business activity. The ultimate impact of the evolving trade measures is uncertain and may be affected by various factors, including the outcome of pending and future legal challenges to tariff authority, whether and when broader tariffs are implemented, Congressional action on tariff extensions, and any retaliatory countermeasures imposed by other countries.

Additional changes or threatened changes in U.S. trade measures have affected and may continue to affect trade involving many countries, including Mexico, Canada, Taiwan, the People’s Republic of China, the United Kingdom, South Korea, Japan, and the member countries of the European Union. The U.S. Supreme Court’s ruling that IEEPA does not authorize tariffs has created substantial uncertainty regarding existing trade agreements negotiated under the prior tariff regime. On January 15, 2026, the United States and Taiwan signed a trade agreement that provides preferential tariff treatment for Taiwanese semiconductor companies investing in U.S. manufacturing capacity, which may affect competitive dynamics in the semiconductor industry. Any trade measure against Taiwan, which is a major hub for global semiconductor manufacturing, may specifically target imports of semiconductor products, which, if imposed, could seriously and negatively affect WISeKey’s business and the U.S. economy overall. Countries that do not reach satisfactory agreements may face the imposition of broader tariffs on semiconductors and derivative products.

The materials subject to these trade measures may impact the cost or availability of raw materials used by WISeKey’s suppliers or in its customers’ products. WISeKey cannot predict the evolving trade policies, but the imposition of trade measures by the U.S. on a broader range of imports, or further retaliatory trade measures taken in response to additional U.S. trade measures, could increase costs in its supply chain or reduce demand for WISeKey’s customers’ products, either of which could adversely affect its results of operations. Any increase in trade-related costs associated with such measures may impair the profitability of international production, may strain WISeKey’s suppliers’ ability to reliably provide inputs necessary to produce these items, and may otherwise affect its partners’ abilities to provide its products at previously contracted prices. WISeKey’s business and financial results could be negatively affected as a result.

WISeKey faces many risks associated with its international expansion, including geopolitical tensions, trade barriers, payment delays and currency failures.

WISeKey is continuing to expand its operations into additional international markets. The expansion into international markets may cause difficulties because of distance, as well as language and cultural differences. Other risks related to international operations include fluctuations in currency exchange rates, difficulties arising from staffing and managing foreign operations, legal and regulatory requirements of different countries, and overlapping or differing tax laws. Management cannot assure that it will be able to market and operate its services successfully in foreign markets, select appropriate markets to enter, open new offices efficiently or manage new offices profitably.

Offering WISeKey’s services in a new geographical area also poses geopolitical risks. For example, export and import of cryptographic technologies is subject to sanctions, and national import and export restrictions. Changes in these restrictions due to geopolitical tensions may significantly harm its business.

As a result of these obstacles, WISeKey may find it impossible or prohibitively expensive to enter additional markets, or its entry into foreign markets could be delayed, which could hinder its ability to grow its business.

Business practices in the global markets that WISeKey serves may differ and may require WISeKey to include non-standard terms in customer contracts, such as extended payment or warranty terms. To the extent that it enters into customer contracts that include non-standard terms related to payment, warranties or performance obligations, its results of operations may be adversely impacted.

Additionally, WISeKey’s global sales and operations are subject to a number of risks, including the following:

•        difficulty in enforcing contracts and managing collections, as well as long collection periods;

•        costs of doing business globally, including costs incurred in maintaining office space, securing adequate staffing and localizing WISeKey’s contracts;

•        management communication and integration problems resulting from cultural and geographic dispersion;

•        risk of unexpected changes in regulatory practices, tariffs, tax laws and treaties;

•        compliance with anti-bribery laws;

•        heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results, and give rise to restatements of, or irregularities in, financial statements;

•        social, economic and political instability, terrorist attacks and security concerns in general;

•        reduced or uncertain protection of intellectual property rights in some countries; and

•        potentially adverse tax consequences.

These factors could harm WISeKey’s ability to generate future global revenues and, consequently, materially impact its business, results of operations and financial condition.

WISeKey’s use of artificial intelligence may adversely affect its business operations, products, or financial results, and expose it to evolving legal, regulatory, technological, and operational risks.

WISeKey utilizes artificial intelligence (“AI”) technologies in several aspects of its business, including the development and enhancement of its software services, and the protection of its products against advanced cyberattacks. AI is also a core component of WISeKey’s strategic initiatives, including the development of AI identity frameworks and the integration of AI capabilities into its existing software platforms and services, post-quantum secure semiconductors and RISC-V-based platforms.

While AI offers potential benefits in product innovation, design efficiency, and security enhancement, its use of AI exposes WISeKey to a wide range of risks, many of which are difficult to predict given the rapid pace of AI technological advancements and the limited historical experience with AI deployments in semiconductor design and security-critical applications. There can be no assurance that WISeKey’s AI-enabled products and services will achieve the desired performance improvements, security benefits, or cost efficiencies. In some cases, AI implementation may introduce new design flaws, security vulnerabilities, or operational inefficiencies that could adversely affect product functionality, customer trust, or market acceptance.

Utilizing AI may expose WISeKey to additional intellectual property, cybersecurity, operational, and technological risks, as the technologies underlying AI and its use are subject to a variety of laws, including intellectual property, privacy, and consumer protection. WISeKey is also subject to increasing legal, regulatory, and ethical scrutiny regarding its use of AI. In particular, the SEC and other global regulatory bodies are actively reviewing corporate disclosures and governance practices related to AI usage. New or expanded laws, regulations, and industry standards governing AI transparency, accountability, explainability, ethical use, bias prevention, privacy, or security could impose additional compliance obligations on WISeKey. Such obligations could require WISeKey to modify, restrict, or discontinue certain AI-enabled functionalities, leading to increased development costs, reduced product performance, or delays in product releases.

Furthermore, shifting public perception and heightened regulatory focus on the ethical implications of AI, particularly in relation to AI-assisted cybersecurity, government surveillance, and supply chain security, could negatively affect demand for WISeKey’s products, limit the markets in which WISeKey can operate, or expose it to reputational harm.

The technologies underlying AI are inherently complex, rapidly evolving, and subject to a high degree of uncertainty. As a result, WISeKey cannot predict all of the legal, regulatory, operational, technological, or ethical risks associated with the use of AI in its products and operations. If WISeKey is unable to effectively manage AI-related risks, its business, reputation, financial condition, and results of operations could be materially and adversely affected.

SEALSQ’s strategic initiatives relating to embedded security and post-quantum cryptography as foundational pillars of “Physical AI” may not achieve market acceptance or technological viability and are subject to significant risks and uncertainties.

Physical AI refers to artificial intelligence systems that interact with and operate in the physical world, such as robotics, autonomous vehicles, and AI-enabled connected devices. SEALSQ technology is particularly relevant to secure Physical AI, and is targeting this market as potential of growth. Accordingly, SEALSQ has started discussion with robotics providers and technology providers who are already present on this market, in order to use them as channels. The successful execution of this strategy depends on SEALSQ’s ability to develop and commercialize secure semiconductors, RISC-V-based platforms, and post-quantum cryptographic solutions capable of being deployed at scale in connected and AI-enabled devices. These technologies are complex and may require significant additional development, validation, and certification, particularly as post-quantum standards continue to evolve and implementation in constrained hardware environments may create performance, integration, or cost challenges. SEALSQ’s execution also depends on third-party foundries, supply chain partners, and broader ecosystem adoption, which are outside its control. If SEALSQ is unable to deliver commercially viable products on expected timelines, or if market adoption develops more slowly than anticipated, its, and as a result WISeKey’s, business, reputation, and results of operations could be materially and adversely affected.

Integration of IC’Alps into SEALSQ’s business may be unsuccessful or may not generate the anticipated synergies, operational efficiencies, or financial benefits, which could materially and adversely affect SEALSQ’s, and as a result WISeKey’s, business, results of operations, and cash flows.

Successfully integrating IC’Alps requires the consolidation of engineering teams and leadership, alignment of product roadmaps, harmonization of processes and internal controls, integration of IT systems, migration to SEALSQ’s quality, security, and certification frameworks, and coordination of sales, pricing, and contract terms. If SEALSQ is unable to integrate these functions effectively, on schedule, and within budget, it may fail to realize expected cost savings, revenue synergies, design-win acceleration, or margin improvements, and SEALSQ’s operating expenses could increase without a corresponding growth in revenue.

Realizing anticipated commercial benefits depends on SEALSQ’s ability to cross-sell and co-develop offerings that combine IC’Alps’ ASIC services with its security IP, secure elements, and trust services. Customers may not adopt combined solutions at the pace or volumes SEALSQ expects, may require additional custom features, or may prefer incumbent providers. Differences in business models and revenue recognition, heightened execution risks, project scope changes, cost overruns, yield shortfalls, schedule slippage, or acceptance delays could reduce or defer revenue, compress margins, and increase working capital needs. In addition, any failure to meet performance, confidentiality, IP ownership, or delivery commitments under IC’Alps contracts could expose SEALSQ to liquidated damages, penalties, or indemnity claims and damage its reputation.

Integration also introduces operational, legal, and compliance risks, including with respect to cybersecurity and data protection, export controls and technology transfer, contractual assignment and change-of-control consents, maintenance of effective disclosure controls and procedures, and internal control over financial reporting across a larger and more complex organization.

If SEALSQ is unable to successfully integrate IC’Alps and achieve the expected benefits in the time frames anticipated, or at all, its revenue, margins, and cash flows could be significantly below SEALSQ’s expectations, and its competitive position could be harmed.

SEALSQ’s QSOC initiative depends exclusively on WISeSat for orbital capacity and related operational services, and any failure to finalize acceptable arrangements with WISeSat or obtain the contemplated capacity and services could materially delay or impair SEALSQ’s ability to develop, test, validate, and commercialize QSOC.

SEALSQ’s QSOC initiative currently depends exclusively on WISeSat as the provider of the orbital capacity and related operational services contemplated by the parties. If SEALSQ is unable to finalize the contemplated arrangements with WISeSat on acceptable terms, if WISeSat is unable or unwilling to provide the contemplated capacity and services, if the service specifications are not agreed, or if the arrangement does not evolve into a commercially viable service offering within the expected timeframe, SEALSQ’s ability to develop, test, validate and commercialize QSOC may be materially delayed or impaired.

Assertions by third parties of infringement or other violations by WISeKey of its intellectual property rights could harm its business, operating results, and financial condition.

Third parties may assert that WISeKey has infringed, misappropriated, or otherwise violated their copyrights, patents, and other intellectual property rights, and, as it faces increasing competition, the possibility of intellectual property rights claims against WISeKey grows.

WISeKey’s ability to provide its services is dependent upon its ability to license intellectual property rights, including to semiconductor designs. Various laws and regulations govern the copyright and other intellectual property rights associated with semiconductor design and cryptographic algorithms. Existing laws and regulations are evolving and subject to different interpretations, and various legislative or regulatory bodies may expand current or enact new laws or regulations. Although WISeKey expends significant resources to seek to comply with the statutory, regulatory, and judicial frameworks by, for example, entering into license agreements, it cannot assure you that it is not infringing or violating any third-party intellectual property rights, or that WISeKey will not do so in the future.

Moreover, for its semiconductor solutions, SEALSQ relies on multiple hardware designers, and firmware and software programmers to design its proprietary technologies. Although it make every effort to prevent the incorporation of licenses that would require SEALSQ to disclose code and/or innovations in its products, SEALSQ does not exercise complete control over the development efforts of its developers, and it cannot be certain that its developers have

not used designs or software that is subject to such licenses or that they will not do so in the future. In the event that portions of its proprietary technology are determined to be subject to licenses that require SEALSQ to publicly release the affected portions of its semiconductor design and source code, re-engineer a portion of its technologies, or otherwise be limited in the licensing of its technologies, SEALSQ may be forced to do so, each of which could materially harm its, and as a result WISeKey’s, business, operating results, and financial condition.

WISeSat is in an early stage of commercial deployment, and may not achieve its planned growth, profitability, or scale.

WISeSat is an early-stage space technology company developing secure satellite infrastructure and related space-based services. Its historical activities have consisted primarily of pilot testing, technical validation, funded engineering work and early satellite-related development. WISeSat is transitioning toward a secure orbital infrastructure model intended to support secure communications, digital identity, post-quantum security technologies and selected secure IoT and D2D use cases. As an early-stage company with limited operating history at commercial scale, WISeSat has generated nominal revenues to date and has a history of net losses. WISeSat may not successfully execute its business plan, deploy planned satellite and ground-segment infrastructure, achieve expected adoption rates, convert pilot projects or strategic relationships into long-term contracts, or reach sustainable profitability. Any failure to scale operations, delay in commercialization or inability to convert pilot projects and funded engineering work into commercial revenues could materially adversely affect WISeSat’s results and prospects.

Costs of the design, procurement, assembly, integration, testing, launch and operation of satellites and related components and ground infrastructure, as well as related engineering, regulatory and cybersecurity costs, are substantial. There can be no assurance that WISeSat will complete, procure, launch or operate the related infrastructure, products and services on a timely basis, on budget or at all. Design, assembly and launch of satellite systems are highly complex and historically have been subject to frequent delays and cost over-runs. The development, procurement, launch, commissioning and operation of planned satellite infrastructure and related ground-segment capabilities may suffer from delays, interruptions or increased costs due to many factors, some of which may be beyond its control, including:

•        the failure of the services that WISeSat provided to work as expected as a result of technological or manufacturing and assembling difficulties, design issues or other unforeseen matters;

•        lower than anticipated demand and acceptance for WISeSat’s satellite services in general;

•        the inability to obtain capital in the public and private markets to finance WISeSat’s services and related infrastructure, products and services on acceptable terms or at all;

•        engineering and/or manufacturing performance failing or falling below expected levels of output or efficiency;

•        denial or delays in receipt of regulatory approvals or non-compliance with conditions imposed by regulatory authorities;

•        the breakdown or failure of equipment or systems;

•        the inability to reach commercially viable agreements with satellite manufacturers, launch providers and other associated equipment vendors that can accommodate the technical specifications of WISeSat’s satellites, proposed orbits and resulting satellite coverage, and proposed launch timing;

•        launch costs which may exceed its estimates;

•        non-performance by third-party contractors or suppliers;

•        the inability to develop or license necessary technology on commercially reasonable terms or at all;

•        launch delays or failures or deployment failures or in-orbit satellite failures once launched;

•        the inability to reach commercially viable cooperative agreements to license spectrum;

•        labor disputes or disruptions in labor productivity or the unavailability of skilled labor;

•        increases in the costs of materials or services, including due to inflation;

•        changes in project scope;

•        increased competition, including competitors that may have more resources, technical capabilities, technological know-how, existing infrastructures and footprint, and expertise than WISeSat has;

•        additional requirements imposed by changes in laws or regulations;

•        geopolitical events, such as the outbreak of war or hostilities, as well as related sanctions and other trade restrictions;

•        pandemics, epidemics or other global public health events; or

•        severe weather or catastrophic events such as fires, earthquakes, storms (including space storms and adverse weather in space) or explosions.

If any of the above events occur, it could have a material adverse effect on WISeSat’s ability to continue to build the LEO satellite constellation and related infrastructure, products and services, which would materially adversely affect WISeSat’s business, financial condition and results of operations.

WISeSat may incur significant expenses and capital expenditures in the future to execute its business plan for the development, procurement, deployment and operation of planned satellite infrastructure and related ground-segment capabilities, and it may be unable to adequately forecast or control its expenses.

WISeSat plans to develop and deploy additional satellite and ground-segment infrastructure over the next several years, subject to the availability of financing, definitive agreements with satellite and launch partners, regulatory approvals, launch capacity and customer demand. The development, manufacturing, launch, insurance and operation of LEO satellites and associated ground segment require significant capital expenditures, including but not limited to:

•        design, develop, assemble and launch WISeSat’s satellites;

•        design and develop the components of WISeSat’s services;

•        obtain and maintain appropriate spectrum rights, regulatory authorizations and related operating permissions;

•        conduct research and development;

•        purchase raw materials and components;

•        launch and test WISeSat’s systems;

•        expand the design, development, production, maintenance and repair capabilities;

•        protect WISeSat’s intellectual property rights; and

•        increase WISeSat’s general and administrative functions to support WISeSat’s growing operations.

The funding required to complete the constellation and maintain service continuity may exceed current expectations. WISeSat may require additional equity or debt financing, which may not be available on favorable terms, or at all. If WISeSat is unable to raise sufficient capital when needed, it may have to delay deployments, reduce planned functionality, forego market opportunities, or curtail operations. If WISeSat is unable to efficiently design, assemble, launch and service its satellites or experience significant delays during such development, its potential margins, potential profitability and prospects could be materially and adversely affected.

WISeSat’s ability to successfully implement its business plan will depend on a number of factors outside of its control.

The success of WISeSat’s business plan is dependent on a number of factors outside of its control, including:

•        the ability to maintain the functionality, capacity and control of the satellite network once launched;

•        the ability to access the appropriate spectrum on suitable terms to WISeSat;

•        the level of market acceptance and demand for its products and services and their end-user customers;

•        the ability to introduce products and services that satisfy market demand;

•        the ability to comply with all applicable regulatory requirements in the countries in which WISeSat plans to operate;

•        the effectiveness of competitors in developing and offering similar services and products;

•        the ability to find third parties to successfully launch its satellites; and

•        the ability to maintain competitive prices for its products and services and to control its expenses.

Also, if the performance, reliability, security, latency, coverage or interoperability of WISeSat’s planned satellite infrastructure and related services do not meet customer requirements, WISeSat may not achieve customer adoption in its targeted sovereign, defense, critical-infrastructure and other security-sensitive markets.

WISeSat is highly dependent on retaining key employees, and hiring qualified management, technical, engineering and regulatory personnel, its business could be adversely affected if it is unable to do so.

WISeSat’s success also depends, in part, on its continuing ability to identify, hire, attract, train and develop other highly qualified personnel, in particular engineers. Executing and operating secure satellite infrastructure and related ground-segment capabilities requires highly specialized expertise in satellite engineering, telecommunications, cybersecurity, cryptography, mission operations and regulatory compliance. Competition for such personnel is intense. WISeSat may not be able to attract, assimilate, develop or retain qualified personnel in the future, and its failure to do so could adversely affect its business, including the execution of its business strategy. Any failure by its management team and its employees to perform as expected may have a material adverse effect on its business, prospects, financial condition and operating results.

Rapid and significant technological changes could render WISeSat’s services obsolete and impair its ability to compete.

The satellite communications industry is subject to rapid advances and innovations in technology. WISeSat may face competition in the future from companies using new technologies and new satellite systems, including competitors who may have more resources than WISeSat does. New technology could render WISeSat’s services obsolete or less competitive by satisfying customer demand in more attractive ways or through the introduction of incompatible standards. Particular technological developments that could adversely affect the business plan may include the deployment by WISeSat’s competitors of new satellites with greater power, flexibility, efficiency or capabilities than WISeSat’s, as well as continuing improvements in terrestrial wireless technologies. For WISeSat to keep pace with technological changes and remain competitive, WISeSat may need to make significant capital expenditures, including capital to design and launch new products and services. Customer acceptance of the products and services that WISeSat offers may be affected continually by technology-based differences in WISeSat’s product and service offerings compared to those of competitors. New technologies may also be protected by patents or other intellectual property laws and therefore may not be available. Any failure to implement new technology within WISeSat’s services may compromise its ability to compete.

WISeSat’s business depends on achieving operating scale, reliable satellite and ground-segment performance, skills and expertise to operate its infrastructure, and regulatory and filings approval; partial or delayed deployment may limit competitiveness.

The commercial viability of WISeSat’s planned secure satellite infrastructure depends on satellite capacity, coverage, latency, reliability, regulatory access, ground-segment performance and cost. If the planned satellite and ground-segment infrastructure is deployed more slowly than expected, or if its scale or performance is materially lower than planned, service quality and customer adoption could be reduced. WISeSat’s value proposition assumes meaningful expansion of satellite capacity and related operating capabilities, and there can be no assurance that the planned infrastructure will be completed on schedule, on budget or perform as intended.

WISeSat intends to expand its operations significantly. To properly manage its growth, WISeSat will need to hire and retain additional personnel, and improve its business processes and controls. WISeSat’s future expansion will include:

•        hiring and training new personnel;

•        assembling, operating and servicing the satellite network;

•        developing new technologies;

•        controlling expenses and investments in anticipation of expanded operations; and

•        implementing and enhancing administrative infrastructure, systems and processes.

Failure to manage growth effectively could have a material adverse effect on the quality of the execution of WISeSat’s business plan, its ability to attract and retain professionals, as well as its business, financial condition and results of operations.

Also, as WISeSat introduces new services or enter into new markets, WISeSat may face new market, technological, operational, compliance and administrative risks and challenges, including risks and challenges unfamiliar to WISeSat. WISeSat may not be able to mitigate these risks and challenges to achieve its anticipated growth or successfully execute large and complex projects, which could materially adversely affect its business, prospects, financial condition and results of operations.

WISeSat does not manufacture satellites internally and expects to rely on key third-party satellite manufacturers, launch service providers and other industrial partners for its planned next-generation satellite infrastructure. Any deterioration of the relationship with these strategic partners could impair execution and materially and adversely effect or business or results of operations.

As of the date of this proxy statement/prospectus, WISeSat is negotiating arrangements with FOSSA Systems for the manufacture and deployment of additional satellites, but such arrangements have not been finalized, and there can be no assurance that any definitive agreement will be entered into on the terms currently contemplated, or at all. If WISeSat does not enter into an agreement with FOSSA Systems, or another provider, to manufacture satellites, WISeSat will continue to rely on arrangements with providers of satellites for use of their satellites and payload capacities. WISeSat expects to rely on third-party satellite manufacturers, and deployment of additional satellites will depend on WISeSat’s ability to enter into definitive agreements on acceptable terms, obtain financing, satisfy regulatory requirements and successfully integrate and operate the relevant satellites.

WISeSat’s planned satellite infrastructure depends on strategic partnerships for satellite platforms, launch services, ground-segment capabilities, mission-control software, technology integration and regulatory support. WISeSat’s QSOC initiative involves entering into contracts with satellite providers such as FOSSA for such satellites, which WISeSat is currently negotiating and have not finalized. If WISeSat’s counterparties or key partners do not enter into agreements or arrangements with WISeSat, reduce support, fail to perform, experience financial difficulties, delay deliveries, or pursue competing strategies, WISeSat may be unable to execute its deployment plans, achieve operational autonomy or meet customer expectations. Replacing such relationships could be costly, time-consuming, and may not be feasible on comparable terms, which could have a material and adverse effect on WISeSat’s business or results of operations.

The projected benefits of the transaction rely on assumptions about satellite infrastructure deployment and market demand that may not materialize.

Projections and valuation assumptions for WISeSat is inherently uncertain. They depend on successful satellite procurement, launch, commissioning and operations, reliable ground-segment and mission-control capabilities, customer adoption, pricing, regulatory access and WISeSat’s ability to convert pilot projects, funded engineering work and strategic relationships into commercial revenues. If actual performance differs materially from assumptions, WISeSat may underperform market expectations, which could negatively affect the trading price of Pubco securities.

WISeSat’s ability to generate revenue depends on its ability to convert pilot projects, funded engineering work and strategic relationships into binding commercial contracts and recurring customer demand.

WISeSat’s ability to generate revenue will depend on its ability to convert pilot projects, funded engineering work, technical validation activities and strategic relationships into binding commercial or institutional contracts. Government, defense and critical-infrastructure customers typically have long procurement cycles, strict technical and cybersecurity requirements, milestone-based acceptance processes and budget constraints. If WISeSat is unable to convert early-stage engagements into broader commercial or institutional arrangements, or if anticipated programs are delayed, reduced or cancelled, WISeSat’s revenue growth and operating results could be materially adversely affected.

Competition in secure satellite infrastructure, LEO connectivity and quantum-resilient space communications is intense, and WISeSat may fail to differentiate its services.

The markets for secure satellite infrastructure, LEO connectivity, quantum-resilient communications and security-sensitive space-based services are rapidly evolving. WISeSat may face competition from established satellite operators, aerospace and defense contractors, emerging LEO constellation operators, terrestrial and hybrid communications providers, cybersecurity companies and new entrants with significantly greater financial, technical, regulatory and operational resources. Competitors may offer greater coverage, lower prices, higher bandwidth, more established ecosystems, stronger procurement relationships or more mature operating infrastructure. Competitive pressure may force WISeSat to reduce prices, increase customer incentives, accelerate research and development spending, or modify its planned service offerings, which could reduce margins and delay profitability.

Any decline in demand for WISeSat’s products or services from its clients could have a material adverse effect on WISeSat’s business, results of operations and financial condition.

WISeSat is exposed to the risk that customers or strategic counterparties may delay, reduce or withdraw expected orders, funded engineering projects, capacity commitments or deployment plans after WISeSat has committed technical, engineering, regulatory or supplier resources. Because satellite infrastructure, ground-segment development and secure communications projects may involve long development and deployment cycles, WISeSat may incur costs before associated revenue is confirmed or realized. If customers or counterparties reduce demand, delay programs or decline to enter into definitive agreements, WISeSat may need to reallocate resources, delay planned deployments, seek alternative customers or absorb costs that cannot be recovered, which could materially adversely affect its business, financial condition and results of operations.

Dependence on a SaaS-style recurring revenue model creates sensitivity to churn, pricing pressure, and long sales cycles.

Dependence on recurring capacity, service or infrastructure arrangements creates sensitivity to contract non-renewal, pricing pressure and long sales cycles.

WISeSat expects that a meaningful portion of its future revenue may depend on recurring capacity, service, right-of-use, infrastructure or support arrangements. These arrangements may be subject to customer churn, contract non-renewal, usage-based revenue volatility, downward pricing pressure and long procurement cycles. Customers in sovereign, defense, critical-infrastructure and other security-sensitive markets often require extensive technical validation, cybersecurity review, regulatory clearance and budget approval before entering into long-term arrangements. Failure to convert pilots, funded engineering work or strategic relationships into multi-year commercial or institutional arrangements could materially adversely affect revenue visibility and predictability.

Because WISeSat has historically had arrangements with related parties affecting a significant part of WISeSat’s operations, such arrangements may not reflect terms that would otherwise be available from unaffiliated third parties.

In all related party transactions, there is a risk that even if the company personnel negotiating on behalf of the company with the related party are striving to ensure that the terms of the transaction are arms-length, the related party’s influence may be such that the transaction terms could be viewed as favorable to that related party. WISeSat relies on arrangements with related parties for support of WISeSat’s operations, including technical support, and may engage

in additional related party transactions in the future. For example, WISeSat has historically relied on WISeKey group entities for financing, administrative support, management services and other corporate functions, and WISeSat expects to continue to engage in related-party arrangements with WISeKey, SEALSQ and other affiliated entities, including arrangements related to technology, cybersecurity, satellite capacity, infrastructure support and the contemplated Quantum Spatial Orbital Cloud (“QSOC”)-related commercial model. Although WISeSat believes that the terms of WISeSat’s arrangements with related parties are reasonable and generally consistent with market standards, such terms do not necessarily reflect terms that WISeSat or such related parties would agree to in arms-length negotiations with an independent third party. Furthermore, potential conflicts of interest can exist if a related party is presented with an issue that may have conflicting implications for WISeSat and such related party. The appearance of conflicts of interest created by related party transactions could impair the confidence of WISeSat’s investors. If a dispute arises in connection with any of these arrangements, which is not resolved to WISeSat’s satisfaction, WISeSat’s business could be materially and adversely affected.

WISeSat’s QSOC-related commercial model depends significantly on entry into agreement with SEALSQ, and any failure to finalize or perform the contemplated arrangements with SEALSQ could materially adversely affect WISeSat’s business plan, revenue expectations and results of operations.

WISeSat’s strategic roadmap includes support for SEALSQ’s Quantum Spatial Orbital Cloud, or QSOC, initiative. Under the contemplated model, SEALSQ is expected to own and operate the QSOC program and provide the quantum, quantum-resilient, secure semiconductor, cybersecurity and trusted identity technologies associated with that program, while WISeSat is expected to provide satellite capacity and related space and ground-segment infrastructure, subject to definitive agreements, technical validation, financing, launch cadence, regulatory requirements and customer demand.

WISeSat expects that SEALSQ may represent a significant customer, technology partner and related-party counterparty in connection with its initial QSOC-related capacity and infrastructure strategy. Any delay, reduction, non-performance, change in strategic priorities, funding limitation, commercial shortfall or dispute involving SEALSQ could materially delay or impair WISeSat’s ability to enter into any agreement with SEALSQ or to convert the QSOC roadmap into revenue-generating arrangements. In addition, if a substantial portion of WISeSat’s future revenue is derived from SEALSQ or other related parties, WISeSat may be exposed to customer concentration risk, related-party transaction scrutiny and uncertainty regarding whether such arrangements reflect terms that would have been obtained in transactions with unaffiliated third parties.

WISeSat’s QSOC initiative requires entry into agreements with WISeSat’s affiliate SEALSQ which has officers mutual with WISeSat’s officers and which has substantial voting rights in WISeSat’s shares and the terms of such agreements may not be as favorable to WISeSat as to SEALSQ.

The QSOC initiative requires entry into a right of use with SEALSQ over an expected twelve satellites to be launched beginning in the fourth quarter of 2026. This right of use has not yet been entered into with SEALSQ. WISeSat expects that the right of use would not be exclusive to SEALSQ regarding capacity in such satellites, but possibly exclusive to SEALSQ in respect of use of its proprietary SEALSQ technology and computer chips. WISeSat expects to deploy a planned constellation of up to 100 LEO satellites by 2029 – 2033, of which such twelve satellites are a minor percentage. WISeSat also believe the revenue from such twelve satellites and right of use would enhance WISeSat’s business. However, WISeSat has not finalized pricing arrangements with SEALSQ. SEALSQ has officers which are mutual with WISeSat’s officers including WISeSat’s CEO. In addition SEALSQ owns WISeSat Class F ordinary shares and consequently will own WISeSat Class F ordinary shares upon closing of the business combination and so will be able potentially exercise substantial voting power in a shareholder meeting of WISeSat shareholders. SEALSQ similar to WISeSat is a subsidiary of WISeKey. WISeSat cannot assure that the right of use expected to be entered into with SEALSQ will be more favorable to WISeSat than to SEALSQ or on terms that may be as favorable as otherwise available in arms’ length transactions with third parties, based on any comparison of the proprietary technology of SEALSQ compared to any other similar quantum technology, and any comparable right of use. Although the board of directors of WISeSat is subject to BVI law in connection with decisions of the board, the entry into any such arrangements may not be as favorable as obtainable with third parties. WISeSat expects that the experience with such arrangements will benefit WISeSat with deployment of WISeSat’s constellation of additional LEO satellites by 2033. No assurance can be made that the right of use will be entered into with SEALSQ on favorable terms to WISeSat or at all. If WISeSat fails to enter into a right of use with SEALSQ the QSOC initiative will not occur, which may have a material adverse effect on WISeSat’s business or results of operations.

WISeSat’s services require licenses to communicate to or between satellites, for which WISeSat currently rely on entry into such agreements with third parties, and if WISeSat do enter into or maintain such agreements with third parties or WISeSat does not obtain such regulatory approvals and licenses WISeSat will not be able to make such communications which would materially and adversely affect WISeSat’s business and results of operations.

WISeSat’s planned satellite-based D2D, IoT connectivity and related satellite infrastructure services rely on the use of radio frequency spectrum and are therefore subject to international spectrum coordination and national telecommunications authorizations. International spacecraft frequency use is coordinated through the International Telecommunication Union, or ITU, under the ITU Radio Regulations. The ITU process is conducted through national administrations rather than directly by satellite operators. In Switzerland, the relevant national telecommunications regulator is the Swiss Federal Office of Communications, or OFCOM/BAKOM.

Based on its current operating plan, WISeSat expects that its planned satellite network will require two ITU filings: an API/A filing for spectrum not subject to coordination and a CR/C filing for spectrum subject to coordination. At the national level, WISeSat expects to require authorizations for one or more ground stations used to communicate with and control the network in Switzerland, and, where applicable, authorizations for end-user devices in Switzerland and/or deployed in jurisdictions where WISeSat provides D2D or IoT connectivity services (“market access”).

For the initial deployment phase, WISeSat expects that certain filings, spectrum rights or authorizations may initially be held or managed by FOSSA Systems, the satellite manufacturer and mission partner, or other relevant mission partners, and WISeSat expects that WISeSat may rely on such filings, rights or authorizations where permitted by the relevant regulators until WISeSat’s own filings and authorizations are sufficiently advanced or granted.

WISeSat has not finalized these arrangements with FOSSA Systems, or other mission partners. To the extent WISeSat has not finalized such arrangements, WISeSat’s business and results of operations would be materially and adversely affected.

WISeSat has begun work on its own filings and authorization process through Switzerland (OFCOM/BAKOM). There can be no assurance that WISeSat will obtain all required filings, authorizations or approvals within the expected timeframe, or at all.

The regulatory requirements for satellites and related communications and operations are subject to and expected to change, which could materially increase WISeSat’s cost of operations for regulatory compliance and subject WISeSat’s operations to limitations or cessations subject to compliance with those regulations.

The United Nations maintains a UN Register of Objects Launched into Outer Space, although Switzerland does not currently maintain a local registry, and thus cannot facilitate entries in this UN Register.

Until such time as a national Swiss registry is established, WISeSat will request an official communication from the Swiss Space Office affirming the Swiss identity of its planned satellite platforms. As soon as the registry is established, WISeSat will seek the registration of the satellite platforms to the UN Register with Switzerland as the State of Registry.

WISeSat notes that use of certain filings, spectrum rights, or authorizations not held by WISeSat during the initial deployment phase would be for those filings, spectrum rights, or authorizations that are relevant only for the control of the network, but not the provision of services to end-user devices.

Switzerland is also in the process of developing a Federal Act on Space Operations, which is expected to introduce a national authorization and supervision framework for space operations, including the operation and control of satellites. Based on information currently available to WISeSat, the Swiss Federal Act on Space Operations is not expected to enter into force before the initial deployment phase of WISeSat’s planned operations. If and when such legislation becomes effective, WISeSat may be required to obtain additional Swiss space operations authorizations and comply with related requirements, including requirements relating to technical capability, safety, environmental considerations, liability and insurance.

Regarding the Regulation of the European Parliament and of the Council on the Safety, Resilience, and Sustainability of Space Activities in the Union (referred to as the EU Space Act), based on WISeSat’s regulatory advice received by management, this new instrument will impose certain requirements on non-EU entities providing space operation services or space-based data within the European Union. If WISeSat’s plans include to provide space-based data

specifically into EU Member States’ territories, WISeSat may be required to perform the necessary registration and respect the necessary requirements before commencing such activities. However, as if the date of this proxy statement/prospectus the EU Space Act remains in deliberation and is not expected to enter into force until 2030.

WISeSat does not currently intend, through at least December 2027, to operate from, provide connectivity services or signal into, or seek market access in, the United States. Its near-term commercial and operational focus is expected to remain in Europe, and potentially the Middle East and Asia. Accordingly, based on WISeSat’s current operating plan, WISeSat does not currently expect to require licenses or market access approvals from the U.S. Federal Communications Commission, or FCC, for its initial deployment phase. If WISeSat’s plans change and it seeks to provide services into the United States, operate U.S.-based earth stations, use U.S.-licensed spectrum rights, or otherwise engage in activities subject to U.S. satellite communications regulation, WISeSat may be required to obtain FCC licenses, market access approvals or other authorizations before commencing such activities.

Accordingly, the regulatory requirements for satellites and related communications and operations are subject to and expected to change, which could materially increase WISeSat’s cost of operations for regulatory compliance and subject WISeSat’s operations to limitations or cessations subject to compliance with those regulations.

WISeSat has in 2026 expanded WISeSat’s business model to include Quantum Spatial Orbital Cloud, or QSOC, which involves potential operation of ground stations, or control of satellites, but WISeSat does not have a licenses currently to operate ground stations for satellites or control satellites, and if WISeSat do enter into agreements with third parties which have such licenses or WISeSat does not obtain such regulatory approvals and licenses WISeSat will not be able to perform such operations which would materially and adversely effect WISeSat’s QSOC business and results of operations.

Additional regulatory requirements apply in jurisdictions where WISeSat operates ground stations, controls satellites, provides radio-based services or deploys end-user devices. WISeSat currently does not have a network operating center, or NOC, which controls satellites, or a mission control system, or MCS, for the software control of satellites. WISeSat relies on third parties, including FOSSA, to control satellites which WISeSat deploy. To the extent such NOC is established and control is maintained directly through WISeSat, WISeSat would need regulatory approval and licenses for NOC and MCS activity. Such approvals and licenses would be sought through the International Telecommunication Union, and interfacing local governmental agencies with the ITU, in Europe. WISeSat does not intend to have a NOC in the United States, although any such NOC would be subject to the jurisdiction of the Federal Communications Commission in the U.S. Without such regulatory approvals and licenses, which depend on the location of a NOC, and subject the MCS, WISeSat will not be able to perform such operations.

The success of WISeSat depends on the continued reliability and evolution of cryptographic and secure-element technologies.

WISeSat expects to rely on advanced cryptographic algorithms, digital credential issuance and validation, secure elements, trusted identity infrastructure and post-quantum security technologies to provide authentication, confidentiality and integrity across its satellite, ground-segment and selected user-segment architectures. The threat environment for space-based networks, secure communications systems and connected devices is rapidly evolving. If cryptographic standards are compromised, become obsolete, or are not interoperable with customer security requirements, WISeSat may be required to invest significantly to upgrade its security stack. Any vulnerability, failure, or perceived weakness in WISeSat’s security could damage customer trust, expose WISeSat to liability, and adversely affect adoption. Although WISeSat has implemented and intend to continue to implement security measures, these measures may prove to be inadequate. These security incidents could have a significant effect on its systems, devices and services, including system failures and delays that could limit network availability, which could harm its business and its reputation and result in substantial liability.

System performance, including latency and interoperability, may not meet customer requirements.

WISeSat’s planned offering is designed to support secure satellite infrastructure and related space-based services, including selected secure IoT, D2D, telemetry, authentication and high-trust communications use cases. Actual performance may differ from expectations due to constellation density, ground segment limitations, spectrum constraints, atmospheric/space conditions, or integration challenges. If latency, throughput, device-to-satellite access frequency or interoperability with customer devices and platforms is inferior to competing solutions or fails to meet mission-critical requirements, customers may not adopt or may discontinue WISeSat’s services.

Interruptions, delays or discontinuations in service arising from WISeSat’s own systems or from third parties could impair the delivery of its services and harm its business.

WISeSat relies on systems housed on third party’s facilities, including bandwidth providers and third-party cloud data storage services, to enable customers to receive its services in a dependable, timely, and efficient manner. WISeSat has experienced and may in the future experience periodic service interruptions and delays involving its own systems and those of third parties. Both WISeSat’s facilities and those of third parties are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism, the failure of physical, administrative, technical, and cyber security measures, terrorist acts, natural disasters, human error, the financial insolvency of third parties, and other unanticipated problems or events. The occurrence of any of these events could result in interruptions in WISeSat’s services and unauthorized access to, or alteration of, the content and data contained on its systems and those that third parties store and deliver on its behalf. Any disruption in services provided by these third parties could materially adversely impact WISeSat’s business reputation, customer relations, and operating results. Upon expiration or termination of agreements with third parties, WISeSat may not be able to replace the services provided in a timely manner or on terms and conditions, including service levels and cost, that are favorable, and any transition from one third party to another could subject WISeSat to operational delays and inefficiencies until the transition is complete. If WISeSat’s suppliers terminate their relationships with WISeSat, fail to provide equipment or services on a timely basis, or fail to meet performance expectations, WISeSat may be unable to launch satellites in a timely manner or provide products or services to customers in a competitive manner, which could in turn negatively affect its financial results and reputation.

Supply chain disruptions and component shortages could delay satellite production or increase costs.

WISeSat’s planned satellite infrastructure and secure hardware will rely on third-party satellite manufacturers, launch service providers, component suppliers, secure semiconductor providers, ground-segment suppliers and other industrial partners. These supply chains involve specialized components, long lead times, launch scheduling constraints, quality-control requirements, export-control restrictions and regulatory dependencies. Global supply chain disruptions, semiconductor shortages, component quality issues, launch-provider delays, geopolitical constraints or financial distress affecting key suppliers could delay satellite production, increase costs, reduce planned functionality or impair service readiness. Any sustained disruption could delay WISeSat’s satellite infrastructure rollout or impair its ability to meet customer expectations. Should operational risks materialize, it could result in the monetary losses, delays, unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all of which could have a material adverse effect on WISeSat’s business, prospects, financial condition or operating results.

WISeSat may not be able to launch satellites, or operate satellites after launch, successfully.

The manufacture, testing, launch, deployment and operation of satellites involve significant technical risk. Satellites may fail to reach orbit, deploy correctly, or operate as designed. Launch opportunities may be delayed or canceled for reasons outside Company’s control, including launch provider failures, geopolitical constraints, supply chain disruptions or adverse space weather. Any major delay or failure could reduce coverage, impair customer service, require costly replacements, or delay revenue generation.

WISeSat relies on third-party partners for launch services and may rely on third-party ground stations or related infrastructure. These partners may experience scheduling constraints, technical failures, financial distress, or strategic shifts away from supporting WISeSat. WISeSat may have limited ability to secure alternative providers quickly or at comparable costs. Any disruption in launch or ground segment services could adversely affect constellation availability and planned deployment timelines. WISeSat may not be able to operate its satellites successfully due to mechanical deployment failures after launch or problems occurring during the deployment once in space. In addition, WISeSat may not achieve the desired altitudes to operate its satellites which could result in a failure of its satellites to operate as planned.

WISeSat does not launch the satellites it deploys and depends on launch capabilities and availabilities of third parties which launch satellites, and any backlog or limitations on launch capabilities or availabilities of third parties or failure to enter into arrangements that allow such launches, could reduce or materially negatively impact WISeSat’s business or results of operations.

WISeSat does not launch satellites into orbit and does not plan to develop such capabilities. Instead, WISeSat relies on third parties which launch satellites into orbit. Currently, WISeSat’s arrangement with FOSSA Systems includes launch of satellites into orbit using SpaceX (Space Exploration Technologies Corp.) or other providers which launch satellites into space. The arrangements with such satellite launch providers is limited and arrangements are subject to negotiation from time to time, and availability for launch of satellites is limited based on those arrangements and also the availability of launch windows, mission parameters, systems, technical and weather factors, among other relevant factors. There can be no assurance that WISeSat will have availability to launch providers or that such providers will have availability or windows to launch satellites. Any failure of WISeSat to have access to a suitable launch provider or any failure of such launch provider to successfully launch a satellite WISeSat deploys would materially and negatively affect the ability of WISeSat to have a satellite it deploys launched into space and would, if such conditions persist, result in a materially negative effect on WISeSat’s business or results of operations. Any backlog or limitations on launch capabilities or availabilities of third parties or failure to enter into arrangements that allow such launches of satellites WISeSat deploys, could reduce or materially negatively impact WISeSat’s business or results of operations.

The satellites used by WISeSat may experience operational problems, which could affect its ability to provide an acceptable level of service to the end-user customers.

WISeSat’s planned satellite infrastructure and related space-based services may experience intermittent signal disruptions, command and control issues, payload anomalies, ground-station outages, data transmission failures, degraded coverage, latency issues or cybersecurity-related disruptions. If the magnitude or frequency of such problems occur repeatedly, WISeSat may no longer be able to provide a commercially acceptable level of services to the end-user customers, its business and financial results and reputation would be harmed and its ability to pursue its business plan would be compromised.

From time to time, WISeSat may reposition its satellites within the constellation to optimize service, which could result in degraded service during the repositioning period. Although WISeSat will have some ability to remedy some types of problems affecting the performance of satellites remotely from the ground, the physical repair of its satellites in space is not currently feasible.

The satellites used by WISeSat could fail to perform or could perform at reduced levels of service because of technological malfunctions or deficiencies, regulatory compliance issues, or events outside of its control, which would harm its business and reputation.

The satellites used by WISeSat is subject to the risks inherent in a global, complex telecommunications system employing advanced technology and regulated internationally. Any disruption to its satellites, services, information systems or telecommunications infrastructure, or regulatory compliance issues, could result in the inability or reduced ability of end-user customers to receive services for an indeterminate period of time. These customers may include government agencies conducting mission-critical work throughout the world, as well as consumers and businesses located in remote areas of the world and operating under harsh environmental conditions where traditional telecommunications services may not be readily available. Any disruption to WISeSat’s services or extended periods of reduced levels of service could cause WISeSat to lose customers or revenue, result in delays or cancellations of future implementations of its products and services, result in failure to attract customers, or result in litigation, customer service or repair work that would involve substantial costs and distract management from operating its business. The failure of any of the diverse elements of WISeSat’s services, including its satellites, to function as required could render WISeSat’s services unable to perform at the quality and capacity levels required for success. Any system failures, repeated product failures or shortened product life, or extended reduced levels of service could reduce its expected sales, increase costs, or result in warranty or liability claims or litigation, and harm its business.

Customers in infrastructure, defense, logistics and safety-critical environments may seek contractual remedies or damages for service interruptions, device failures, inaccurate telemetry, or security incidents. Even if liability is contractually limited, disputes or claims could be costly, damage relationships, or deter new customers. Satellite failures or systemic security incidents could amplify exposure.

The satellites used by WISeSat have a limited life and may fail prematurely, which could cause its network to be compromised and materially and adversely affect its business, prospects and potential profitability.

WISeSat may experience in-orbit malfunctions of its satellites once launched, which could adversely affect the reliability of their service or result in total failure of the satellite. In-orbit failure of a satellite may result from various causes, including component failure, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation, wind and flares, and space debris. Other factors that could affect the useful lives of its satellites include the quality of construction, gradual degradation of solar panels and the durability of components. Radiation-induced failure of satellite components may result in damage to, or loss of, a satellite before the end of its expected life. If a satellite fails, WISeSat may incur replacement costs, supplier remediation costs, additional launch or insurance costs, customer support costs, contractual claims or impairment charges. Any impairment charges could reduce WISeSat’s results of operations for the period in which the failure occurs, and any operational failure could also delay deployment plans, reduce available capacity or damage customer relationships.

Selected transaction-related and tokenized service proof-of-concept initiatives may not mature into viable commercial products and could attract legal and reputational risk.

WISeSat has participated in early-stage proof-of-concept activities involving secure digital interaction, machine-to-machine transactions and selected tokenized service models supported by space-based infrastructure. These activities are novel, technically complex and commercially unproven. They may require additional investment and may not generate meaningful revenue. In addition, blockchain, digital-asset and tokenized transaction activities are subject to uncertain and rapidly evolving regulation and public scrutiny. Any failure to comply with applicable laws or adverse market perception could expose WISeSat to regulatory enforcement, reputational damage or customer resistance.

Space debris and collision risks could damage satellites and reduce constellation capacity.

LEO operations face increasing risks from space debris and congestion. Collisions or near-miss events can impair or destroy satellites, generate additional debris, and require collision-avoidance maneuvers that reduce service capacity. Although WISeSat expects to comply with applicable orbital debris mitigation requirements and to work with its satellite and operations partners to address collision-avoidance and end-of-life disposal obligations, WISeSat’s ability to mitigate these risks may be limited by the design and capabilities of the relevant satellite platform, the availability and accuracy of tracking data, regulatory requirements, operational constraints and the decisions of third-party operators or service providers. Regulatory requirements regarding debris mitigation and end-of-life disposal may increase compliance costs. If collision risks materially affect WISeSat’s satellites, WISeSat may face reduced coverage and significant replacement costs.

WISeKey’s incorporation of its subsidiary, SEALCOIN AG, may not result in expected benefits and could adversely affect WISeKey’s business, financial condition, and results of operations.

SEALCOIN AG is a majority-owned subsidiary of WISeKey. The incorporation of SEALCOIN AG was undertaken to simplify WISeKey’s organizational structure with respect to WISeKey’s activities related to the creation of the SEALCOIN platform, which is intended to enable decentralized IoT and agentic transactions and data exchanges through the hybrid QAIT token. There can be no assurance that such reorganization will achieve its intended objectives. The reorganization could be disruptive to WISeKey’s business, result in significant and unanticipated expenses, require regulatory approvals that may not be obtained on favorable terms or at all, and ultimately fail to result in the intended or expected benefits, any of which could adversely impact WISeKey’s business, financial condition, and results of operations.

The commercial success of SEALCOIN AG depends in large part on the adoption of machine-to-machine transaction infrastructure, which remains a nascent and rapidly evolving market characterized by significant uncertainty. If enterprise customers, developers, or other ecosystem participants do not adopt the SEALCOIN platform at the pace or scale anticipated by WISeKey, the expected revenues and strategic benefits of the reorganization may not materialize or may be significantly delayed. WISeKey’s ability to attract and retain participants in the SEALCOIN ecosystem will depend on a number of factors that are largely outside its control, including general market acceptance of decentralized IoT and agentic transaction models, the emergence of competing platforms or standards, and the willingness of potential customers to transition from existing systems.

The development and deployment of the SEALCOIN platform and its underlying infrastructure require significant ongoing investment in research and development, systems integration, regulatory compliance, and market education. These costs may substantially exceed WISeKey’s current expectations, and the timeline required to translate such investments into meaningful revenue may be longer than anticipated. In addition, WISeKey may be required to make further capital expenditures or operational commitments to SEALCOIN that divert resources from other areas of WISeKey’s business, which could have a material adverse effect on its financial condition and results of operations.

The SEALCOIN platform relies on the successful development and integration of multiple advanced and complex technologies, including distributed ledger systems, hardware-based identity solutions, post-quantum cryptographic protocols, and secure semiconductor components. These technologies are subject to rapid evolution, and there can be no assurance that WISeKey will be able to develop, integrate, or maintain them in a timely and cost-effective manner. Any failure or delay in the development, testing, or deployment of these technologies could impair the functionality of the SEALCOIN platform, delay its commercial launch, or render it uncompetitive relative to alternative solutions, any of which could materially and adversely affect WISeKey’s business prospects.

The SEALCOIN ecosystem also depends on third-party infrastructure and services, including, among others, the Hedera distributed ledger network and external service providers for hosting, connectivity, and related functions. WISeKey does not control the operation, governance, or continued availability of these third-party systems. Any disruption, performance degradation, security breach, change in terms of service, or adverse governance decision affecting these third parties could impair the operability of the SEALCOIN platform and adversely impact WISeKey’s ability to deliver its services. Furthermore, there can be no assurance that WISeKey’s agreements with such third parties will remain in effect on acceptable terms or that suitable alternatives would be available on a timely basis in the event of a termination or material change in any such arrangement.

Financial Risks

WISeKey has a history of losses and may not achieve profitability in the future.

WISeKey has invested substantial amounts of financial resources so far on its acquisitions, brand technology and market position. As at December 31, 2025, WISeKey had, on a consolidated level, an accumulated cumulative deficit of USD 300,479,125, compared to USD 294,407,572 as at December 31, 2024. In the past, WISeKey made significant investments in its operations which have not resulted in corresponding revenue growth and, as a result, increased losses. WISeKey expects to make significant future investments to support the further development and expansion of its business and these investments may not result in increased revenue or growth on a timely basis or at all.

WISeKey may also incur significant losses in the future for a number of reasons, including slowing demand for its products and services, increasing competition, weakness in the software and security industries generally, as well as other risks described herein, and it may encounter unforeseen expenses, difficulties, complications and delays, and other unknown factors. If WISeKey incurs losses in the future, it may not be able to reduce costs effectively because many of its costs are fixed. In addition, to the extent that WISeKey reduces variable costs to respond to losses, this may affect its ability to attract customers and grow revenues. Accordingly, WISeKey may not be able to achieve or maintain profitability and may continue to incur significant losses in the future.

WISeKey’s financial results may be affected by fluctuations in exchange rates.

Due to the broad scope of WISeKey’s international operations, a portion of its revenue and its expenses are denominated in currencies other than USD, WISeKey’s reporting currency. As a result, its business is exposed to transactional and translational currency exchange risks caused by fluctuations in exchange rates among those different currencies.

The functional currency of most of WISeKey’s operating subsidiaries is the applicable local currency. The translation from the applicable functional currencies into WISeKey’s reporting currency is performed for balance sheet accounts using exchange rates in effect at the balance sheet date, and, for the statement of operations accounts, using average exchange rates prevailing during the relevant period. Functional currency exchange rates for WISeKey’s operating subsidiaries have in the past, and may in the future, fluctuate significantly against the USD. Because WISeKey prepares its consolidated financial statements in USD, these fluctuations may have an effect both on WISeKey’s results of operations and on the reported value of its assets, liabilities, revenue and expenses as measured in USD, which in turn may significantly affect reported earnings, either positively or negatively, and the comparability of period-to-period results of operations.

In addition to currency translation risks, WISeKey is exposed to currency transaction risks. Currency transaction risk is the risk that the domestic currency value of a future foreign currency denominated cash flow (payments or receipts from a committed or uncommitted contract or credit facility) varies as a direct result of changes in exchange rates. Fluctuations in currencies may adversely impact WISeKey’s ability to compete on a global basis, and its results of operations and financial condition.

WISeKey’s operating results can vary significantly due to the impairment of goodwill and other tangible and intangible assets due to changes in the business environment.

WISeKey’s operating results can also vary significantly due to impairments of intangible assets, including goodwill, and other fixed assets. As at December 31, 2025, the value of WISeKey’s goodwill as recorded on its balance sheet was USD 13,973,000 and the value of acquired technologies and other intangible assets was USD 21,073,000, net of impairment and amortization. Because the market for WISeKey’s products is characterized by rapidly changing technologies, its future cash flows may not support the value of goodwill and other intangibles recorded in its consolidated financial statements. According to U.S. GAAP, WISeKey is required to annually test its recorded goodwill and indefinite-lived intangible assets, if any, and to assess the carrying values of other intangible assets when impairment indicators exist. As a result of such tests, WISeKey could be required to book impairment charges in its statement of operations if the carrying value is greater than the fair value. The amount of any potential impairment is not predictable.

Factors that could trigger an impairment of such assets include, but are not limited to, the following:

•        underperformance relative to projected future operating results;

•        negative industry or economic trends, including changes in borrowing rates or weighted average cost of capital;

•        applicable tax rates;

•        changes in working capital;

•        the market multiples utilized in WISeKey’s fair value calculations;

•        changes in the manner or use of the acquired assets or the strategy for WISeKey’s overall business; and

•        changes in WISeKey’s organization or management reporting structure, which could require greater aggregation or disaggregation in its analysis by reporting unit and potentially alternative methods/assumptions of estimating fair values.

Any potential future impairment, if required, could have a material adverse effect on WISeKey’s business, financial condition and results of operations.

WISeKey is exposed to risks associated with acquisitions and investments.

WISeKey may in the future make acquisitions of, or investments in, existing companies or existing or new businesses. Acquisitions and investments involve numerous risks that vary depending on their scale and nature, including, but not limited to:

•        diversion of management’s attention from other operational matters;

•        inability to complete proposed transactions as anticipated or at all (and any ensuing obligation to pay a termination fee or other costs and expenses);

•        the possibility that the acquired business will not be successfully integrated or that anticipated cost savings, synergies or other benefits will not be realized;

•        the acquired business or strategic partnership may lose market acceptance or profitability;

•        a decrease in cash or an increase in indebtedness, including security interests that may have to be constituted as part of the acquisition indebtedness, may limit WISeKey’s ability to access additional capital when needed;

•        failure to commercialize purchased technologies, intellectual property rights or partnered solutions;

•        initial dependence on unfamiliar supply chains or relatively small supply partners;

•        inability to obtain and protect intellectual property rights in key technologies;

•        incurrence of unexpected liabilities; and

•        loss of key personnel and clients or customers of acquired businesses.

In addition, if WISeKey is unsuccessful at integrating such acquisitions or the technologies associated with such acquisitions, its revenues and results of operations could be adversely affected. Any integration process may require significant time and resources, and WISeKey may not be able to manage the process successfully. WISeKey may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. WISeKey may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could adversely affect its financial condition. The sale of equity or incurrence of debt to finance any such acquisitions could result in dilution to its shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede WISeKey’s ability to manage its operations.

WISeKey may need additional capital in the future and it may not be available on terms favorable to it or at all.

Although WISeKey has raised significant capital during 2024, 2025 and 2026 to date, WISeKey may require additional capital in the future to do, among other things, the following:

•        fund its operations;

•        finance investments in equipment and infrastructure needed to maintain its manufacturing capabilities;

•        enhance and expand the range of products and services WISeKey offers;

•        respond to potential strategic opportunities, such as investments, acquisitions and expansions; and

•        service or refinance other indebtedness.

WISeKey’s ability to obtain external financing in the future is subject to a variety of uncertainties, including: (i) its financial condition, results of operations and cash flows, and (ii) general market conditions for financing activities.

The terms of available financing may also restrict WISeKey’s financial and operating flexibility. If adequate funds are not available on acceptable terms, WISeKey may be forced to reduce its operations or delay, limit or abandon expansion opportunities. Moreover, even if WISeKey is able to continue its operations, the failure to obtain additional financing could have a material adverse effect on its business, financial condition and results of operations.

WISeKey is a holding company with no direct cash generating operations and relies on its subsidiaries to provide it with funds necessary to pay dividends to shareholders.

WISeKey is a holding company with no significant assets other than the equity interests in its subsidiaries. WISeKey’s subsidiaries own substantially all the rights to its revenue streams. WISeKey has no legal obligation to, and may not, declare dividends or other distributions on its shares. WISeKey’s ability to pay dividends to its shareholders depends on the availability of sufficient legally distributable profits from previous years, which depends on the performance of its subsidiaries and their ability to distribute funds to WISeKey, and/or on the availability of distributable reserves from capital contributions at the WISeKey level, and on the need for shareholder approval.

The ability of a subsidiary to make distributions to WISeKey could be affected by a claim or other action by a third party, including a creditor, or by laws which regulate the payment of dividends by companies. In addition, the subsidiaries’ ability to distribute funds to WISeKey depends on, among other things, the availability of sufficient legally distributable profit of such subsidiaries. WISeKey cannot offer any assurance that legally distributable profit or reserves from capital contributions will be available in any given financial year.

Even if there is sufficient legally distributable profit or reserves from capital contributions available WISeKey may not be able to pay a dividend or distribution of reserves from capital contributions for a variety of reasons. Payment of future dividends and other distributions will depend on WISeKey’s liquidity and cash flow generation, financial condition and other factors, including regulatory and liquidity requirements, as well as tax and other legal considerations.

WISeKey has entered, and expects to continue to enter, into joint venture agreements and these activities involve risks and uncertainties.

WISeKey has entered, and expects to continue to enter, into joint venture agreements in order to effectively grow its revenue and penetrate certain geographic regions. Entering into joint venture agreements or other similar forms of partnership involves risks and uncertainties, including the risk that the partners that it enters into joint ventures with will not have the market connections that it expects them to bring to the joint venture. Additionally, there is a risk that a given joint venture could fail to satisfy its obligations, which may result in certain liabilities to WISeKey for guarantees and other commitments. Further, since WISeKey may not exercise control over current or future joint ventures, it may not be able to require its joint ventures to take the actions that it believes are necessary to implement its business strategy. Additionally, differences in views among joint venture participants may result in delayed decisions or failures to agree on major issues. If any of these difficulties cause any of WISeKey’s joint ventures to deviate from its business strategy, or if this leads any of joint ventures to fail to attract the customer base that it projects it to attract, WISeKey’s results of operations could be materially adversely affected.

The market for and price of WISeKey BVI Ordinary Shares may be highly volatile.

The market price of WISeKey CH Class B Shares and WISeKey CH ADSs has been highly volatile and may be affected negatively by events involving us, our competitors, the software and security industry, or the financial markets in general, and we expect that the same will be true for WISeKey BVI Ordinary Shares after the Merger. Investors might not be able to resell their WISeKey BVI Ordinary Shares at the price at which they were purchased or at a higher price or at all and the same will be true for WISeKey BVI Ordinary Shares after the Merger. Factors that could cause this volatility in the market price of WISeKey BVI Ordinary Shares after the Merger, include, but are not limited to:

•        our operating and financial results;

•        future announcements concerning our business;

•        changes in revenue or earnings estimates and recommendations by securities analysts;

•        changes in our business strategy and operations;

•        changes in our senior management or board of directors;

•        speculation of the press or the investment community;

•        disposals of BVI Ordinary Shares by shareholders;

•        actions of competitors;

•        our involvement in acquisitions, strategic alliances or joint ventures;

•        regulatory factors;

•        arrival and departure of key personnel;

•        investment community views on technology stock;

•        liquidity of the WISeKey BVI Ordinary Shares; and

•        general market, economic and political conditions.

In addition, securities markets in general have from time to time, experienced significant price and volume fluctuations. Such fluctuations, as well as the economic environment as a whole, can have a substantial negative effect on the market price of our securities, regardless of our operating results or our financial position. Any such broad market fluctuations may adversely affect the trading price of our securities.

WISeKey BVI’s Ordinary Shares plan to be traded on more than one market or exchange and this may result in price variations.

Upon effectiveness of the Merger, WISeKey BVI’s Ordinary Shares expect to be listed and traded on NASDAQ and the SIX. Trading on these markets take places in different currencies (U.S. dollars on NASDAQ and Swiss francs on the SIX), and at different times (resulting from different time zones, trading days, and public holidays in the United States and Switzerland). The trading prices of WISeKey BVI’s Ordinary Shares on these two markets may differ due to these and other factors.

Future sales or issuances, or the possibility or perception of future sales or issuances, of a substantial number of securities could cause the market price of WISeKey BVI Ordinary Shares to fall.

The market price of WISeKey BVI Ordinary Shares could decline as a result of sales of a large number of WISeKey BVI Ordinary Shares in the public market in the future or the possibility or perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for WISeKey BVI to issue equity securities in the future at a time and price that it deems appropriate.

There will be no active trading market for the WISeKey BVI Class B Shares and we do not expect one to develop.

We do not intend to list the WISeKey BVI Class B Shares on any securities exchange or to arrange for quotation of the WISeKey BVI Class B Shares on any automated dealer quotation system. We cannot assure you that a trading market will develop and/or be maintained for any of the WISeKey BVI Class B Shares. We do not expect that a public trading market for the WISeKey BVI Class B Shares will develop at any time in the foreseeable future. The WISeKey BVI Class B Shares may only be transferred to a person who, immediately prior to such transfer, is a holder of WISeKey BVI Class B Shares in accordance with clause 6.6 of the WISeKey BVI Articles. Any purported transfer of a WISeKey BVI Class B Share in breach of such restriction shall be void and of no effect, and the Board of Directors shall refuse to register any transfer not in compliance with such clause. This restriction does not apply to an allotment or issue of WISeKey BVI Class B Shares by the Company, or to a transfer by the Company of any treasury shares. As a result, a holder may not be able to sell its WISeKey BVI Class B Shares at a particular time or that the price received when a holder sells its WISeKey BVI Class B Shares will be favorable. Accordingly, to monetize a holder’s investment in WISeKey BVI Class B Shares, a holder may need to convert its WISeKey BVI Class B Shares into WISeKey BVI Ordinary Shares, which are expected to be listed and traded on Nasdaq. The absence of a public trading market may materially and adversely affect the ability of holders of WISeKey BVI Class B Shares to liquidate their investment, and such holders must be prepared to bear the economic risk of their investment for an indefinite period of time.

Legal and Regulatory Risks

Claims, litigation, government investigations, and other proceedings may adversely affect WISeKey’s business and results of operations

WISeKey face a variety of potential claims, lawsuits, investigations, and other legal proceedings across different areas, such as intellectual property, taxes, labor, privacy, data security, consumer protection, commercial disputes, and more, involving both its own operations and those of third parties. These proceedings can negatively impact WISeKey due to legal expenses, disruption of operations, diversion of management attention, adverse publicity, and other factors. The outcomes of these matters are uncertain and come with significant risks. Assessing potential losses and establishing legal reserves involves judgment and may not fully capture all uncertainties and unpredictable outcomes. Until these matters are resolved, WISeKey may face losses beyond what is currently recorded, which could be significant. Changes or inaccuracies in WISeKey’s estimates and assumptions could materially affect its business or financial results.

WISeKey could be subject to securities class action litigation.

In the past, securities class action litigation has often been brought against public companies following declines in the market prices of their securities. If WISeKey faces such litigation, it could result in substantial costs and a diversion of management’s attention and WISeKey’s resources, which could harm its business.

Employment laws in some of the countries in which WISeKey operates are relatively stringent.

As of December 31, 2025, WISeKey had employees located in Switzerland, in the United States, in France and other countries and regions. In some of the countries in which WISeKey operates, employment laws may grant significant job protection to employees, including rights on termination of employment and setting a maximum number of hours and days per week that a particular employee is permitted to work. In addition, in certain countries in which WISeKey operates, it is or may be required to consult and seek the advice of employee representatives and/or unions. These laws, coupled with the requirement to consult with any relevant employee representatives and unions, could impact WISeKey’s ability to react to market changes and the needs of its business.

A change in tax laws, treaties or regulations, or their interpretation, of any country in which WISeKey operates could result in a higher tax rate on its earnings, which could result in a significant negative impact on WISeKey’s earnings and cash flows from operations.

WISeKey operates in various jurisdictions. Consequently, WISeKey is subject to changes in applicable tax laws, treaties or regulations in the jurisdictions in which WISeKey’s operate, which could include laws or policies directed toward companies organized in jurisdictions with low tax rates. A material change in the tax laws or policies, or their interpretation, of any country in which WISeKey has significant operations, or in which WISeKey is incorporated or resident could result in a higher effective tax rate on WISeKey’s worldwide earnings and such change could be significant to WISeKey’s financial results.

If WISeKey is unable to adequately protect its proprietary technology and intellectual property rights, its business could suffer substantial harm.

WISeKey’s intellectual property rights are important to its business. WISeKey relies on a combination of confidentiality clauses, trade secrets, copyrights and trademarks to protect its intellectual property and know-how. In addition, WISeKey has filed a number of applications for patents to protect WISeKey’s technologies and has been granted one patent in Switzerland and another one is under evaluation, for the Company’s verification and authentication of valuable objects on the Internet in connection with technology involving IoT when connecting to each other or to the cloud. Further, in connection with the acquisition of SEALSQ France SAS from Inside Secure SA, WISeKey acquired 39 patent families. The steps WISeKey takes to protect its intellectual property may be inadequate. WISeKey will not be able to protect its intellectual property if WISeKey is unable to enforce its rights or if WISeKey does not detect unauthorized use of its intellectual property. Despite WISeKey’s precautions, it may be possible for unauthorized third parties to copy its products and use information that they regard as proprietary to create solutions and services that compete with theirs. Some license provisions protecting against unauthorized use, copying, transfer and disclosure of WISeKey’s solutions may be unenforceable under the laws of certain jurisdictions. WISeKey enters into confidentiality and invention assignment agreements with its employees and consultants and enter into confidentiality agreements with the parties with whom they have strategic relationships and business alliances. No assurance can be given that these agreements will be effective in controlling access to WISeKey’s proprietary information. Further, these agreements do not prevent WISeKey’s competitors from independently developing technologies that are substantially equivalent or superior to its solutions. Additionally, WISeKey may from time to time be subject to opposition or similar proceedings with respect to applications for registrations of its intellectual property, including but not limited to trademarks and patent applications. While WISeKey aims to acquire adequate protection of its brand through registrations in key markets, occasionally third parties may have already registered or otherwise acquired rights to identical or similar brands for solutions that also address the cybersecurity, authentication or mobile application markets. Additionally, the process of seeking patent protection can be lengthy and expensive. Any of WISeKey’s pending or future patent or trademark applications, whether challenged or not, may not be issued with the scope of the claims it seeks, if at all. WISeKey currently owns 126 individual patents which preserve its technology. From time to time, WISeKey may discover that third parties are infringing, misappropriating or otherwise violating its intellectual property rights. However, policing unauthorized use of its intellectual property and misappropriation of its technology is difficult and WISeKey may therefore not always be aware of such unauthorized use or misappropriation. Despite its efforts to protect its intellectual property rights, unauthorized third parties may attempt to use, copy or otherwise obtain and market or distribute WISeKey’s intellectual property rights or technology or otherwise develop solutions with the same or similar functionality as its solutions. If competitors infringe, misappropriate or otherwise misuse WISeKey’s intellectual property rights and it are not adequately protected, or if such competitors are able to develop solutions with the same

or similar functionality as WISeKey’s without infringing its intellectual property, WISeKey’s competitive position and results of operations could be harmed and its legal costs could increase. WISeKey processes and stores personal information, which subjects WISeKey to data protection laws and contractual commitments, and WISeKey’s actual or perceived failure to comply with such laws and commitments could harm its business. The personal information WISeKey processes is subject to an increasing number of laws regarding privacy and data protection, as well as contractual commitments. Any failure or perceived failure by WISeKey to comply with such obligations may result in governmental enforcement actions, fines, or cause its customers to lose trust in WISeKey, which could have an adverse effect on its reputation and business.

The proposed business combination between WISeSat and Columbus Acquisition Corp. may not be completed, may be delayed, or may result in adverse consequences to WISeKey even if consummated.

On November 9, 2025, WISeKey entered into a definitive business combination agreement with Columbus Acquisition Corp., a publicly traded special purpose acquisition company (“SPAC”), relating to the proposed public listing of its wholly owned subsidiary WISeSat. The proposed transaction is subject to extensive regulatory, disclosure and shareholder approval requirements under U.S. securities laws. SPAC transactions are subject to heightened regulatory scrutiny by the U.S. Securities and Exchange Commission and have been the subject of increased private litigation, including claims relating to disclosure, valuation, projections, fiduciary duties and conflicts of interest. If the proposed business combination is not completed for any reason, WISeKey and WISeSat may be adversely impacted, and without realizing any of the anticipated benefits of completing the proposed business combination, WISeKey and WISeSat would be subject to a number of risks, including the following:

•        WISeKey may experience negative reactions from the financial markets, including negative impacts on its stock price (including to the extent that the current market price reflects a market assumption that the proposed business combination will be completed);

•        WISeSat may experience negative reactions from its customers, vendors and employees;

•        WISeKey and WISeSat will have incurred substantial expenses and will be required to pay certain costs relating to the proposed business combination, whether or not the proposed business combination is completed;

•        since the proposed business combination restricts the conduct of WISeSat prior to completion of the proposed business combination, WISeSat may not have been able to take certain actions during the pendency of the proposed business combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available; and

•        WISeSat may not be able to execute on its business plan and may need to seek other sources of funding, including increased support from WISeKey.

Even if the proposed business combination is completed, WISeKey and its directors, officers and controlling shareholders could be exposed to securities class action litigation or regulatory investigations arising from alleged misstatements, omissions or deficiencies in disclosure documents, including registration statements, proxy materials and other public communications. In addition, as a controlling shareholder of WISeSat following the transaction, WISeKey may be subject to statutory “control person” liability under U.S. securities laws for acts or omissions of WISeSat, regardless of whether WISeKey was directly involved in the underlying conduct.

If management is unable to provide reports as to the effectiveness of WISeKey’s internal control over financial reporting, investors could lose confidence in the reliability of its financial statements, which could result in a decrease in the value of its shares.

Under Section 404 of Sarbanes-Oxley, WISeKey is required to include in each of its annual reports on Form 20-F, a report containing its management’s assessment of the effectiveness of its internal control over financial reporting. If, in such annual reports on Form 20 F, management cannot provide a report as to the effectiveness of its internal control over financial reporting as required by Section 404, investors could lose confidence in the reliability of WISeKey’s financial statements, which could result in a decrease in the value of its shares and WISeKey could be subject to sanctions or investigations by the Nasdaq Stock Market, SEC or other regulatory authorities.

WISeSat is subject to complex and evolving space and spectrum regulations globally.

Satellite communications require spectrum access, licensing, filings with relevant national authorities, and coordination with international bodies. Regulatory frameworks may change, approvals may be delayed, or regulators may impose operational constraints. WISeSat may also face challenges in obtaining or maintaining spectrum allocations in desired bands. Because services are intended to operate globally, WISeSat must comply with multiple jurisdictions’ telecom and space regulations, which may be costly and time-consuming. Failure to obtain or maintain necessary authorizations could limit service availability or delay expansion.

WISeSat’s defense-related collaborations, including with the Swiss Armed Forces, are subject to unique procurement, performance, and termination risks that could reduce expected revenue.

WISeSat’s business is subject to extensive government regulation. WISeSat’s ability to secure all requisite governmental approvals is not assured, and the process of obtaining governmental authorizations and permits can be very time-consuming and time-sensitive, and require compliance with a wide array of administrative and procedural rules. A failure by WISeSat to obtain required approvals could compromise its ability to generate revenue or conduct its business in one or more countries. WISeSat’s requests for regulatory approvals may be subject to challenges by adverse parties and these challenges could delay or prevent favorable action. Furthermore, regulatory approvals can be issued subject to conditions that have an adverse effect on its ability to implement its business plan.

WISeSat has conducted pilot-phase and customer-funded engineering activities involving counterparties associated with the Swiss Government and its related agencies, including armasuisse and RUAG, and has publicly discussed collaboration with the Swiss Space Command of the Swiss Armed Forces in relation to secure satellite and sovereign space-infrastructure initiatives. Government and defense programs typically involve long sales and approval cycles, milestone-based acceptance, and strict technical and cybersecurity specifications. Such engagements may be delayed, scaled back, or terminated for convenience or national interest, including due to changes in defense priorities or budgets, often without compensation for anticipated future volumes. If these collaborations do not progress to larger deployments or are reduced or terminated, WISeSat’s revenues, backlog, and growth prospects could be materially adversely affected.

Defense-related use cases may expose WISeSat to heightened regulatory scrutiny, export controls, and contracting risks.

WISeSat’s planned satellite infrastructure and related services may support defense and national-security use cases, including secure communications, trusted device authentication, telemetry, selected sensing or signal-related applications, and resilient communications in remote or degraded environments. These activities and related technologies may be subject to export controls, sanctions regimes, security-of-supply requirements, and restrictions on cross-border transfer of hardware, software, encryption, or technical data. Government customers may also impose stringent compliance obligations, audit rights, performance guarantees, and termination rights. Any failure to comply with defense-related regulations, or inability to meet government procurement requirements, could materially adversely affect Company’s ability to operate in these markets.

WISeSat’s work with defense customers could create reputational and commercial relationship risks.

WISeSat’s publicly disclosed cooperation with the Swiss Armed Forces and focus on sovereign and defense-grade secure communications may lead some commercial customers, partners, regulators or investors to perceive WISeSat as defense-aligned, which could affect purchasing decisions, partnership opportunities, or regulatory posture in certain jurisdictions. Adverse publicity, political sensitivity, or stakeholder concerns related to military use cases could harm WISeSat’s brand or limit commercial expansion, even if WISeSat complies with all applicable laws.

WISeSat may need to make significant dedicated investments to meet defense-sector requirements, and these investments may not generate expected returns.

To support Swiss Armed Forces and similar defense-sector initiatives, WISeSat may be required to allocate engineering resources, tailor satellite payloads or ground-segment capabilities, expand security certifications, and maintain specialized personnel and facilities. These investments are often front-loaded and dependent on

future program scale-up. If anticipated follow-on phases or broader constellation use by defense customers do not materialize, WISeSat may not recover such costs or achieve expected margins, which could adversely affect profitability and cash flows.

WISeSat may be subject to end-use, end-user, export-control, and sanctions restrictions that could limit sales or require costly controls.

Because WISeSat’s satellites and secure communications capabilities may be suitable for defense or dual-use purposes, sales, deployments, or technology transfers may be restricted by export-control and sanctions regimes, including requirements to screen end-users and end-uses, obtain licenses, or restrict access to encryption, software-defined radio features, payload capabilities, or related technical data. These obligations may apply even to commercial customers if they operate in sensitive regions or sectors. Failure to comply could result in significant fines, criminal liability, contract termination, and loss of market access; compliance may also increase cost and delay sales cycles.

Defense projects may require handling sensitive or classified information and could impose heightened operational security obligations.

Defense collaborations may require WISeSat to access, store, or process sensitive, mission-critical, or potentially classified information. This can entail enhanced operational security requirements, including facility controls, secure networks, personnel vetting, restrictions on data sharing, and incident-reporting obligations. Any breach, mishandling, or perceived weakness in these controls could result in loss of customer trust, termination of defense relationships, regulatory action, and reputational harm.

WISeSat may face additional risks related to sovereign-control requirements, “national preference” policies, or industrial offsets.

Certain defense customers may require local content, sovereign control of ground segment operations, data localization, technology escrow, or industrial participation/offset commitments. These requirements may increase costs, reduce margins, or constrain WISeSat’s ability to standardize its platform globally. Failure to satisfy such requirements could limit WISeSat’s ability to compete for, win, or expand defense-sector programs.

WISeKey’s and SEALCOIN’s activities with respect to SEALCOIN’s business, may result in liabilities and reputational damage for WISeKey and SEALCOIN.

SEALCOIN’s current and anticipated activities focus on the development of digital asset-related technologies and platforms, including those relating to the QAIT token. Digital assets and related activities have faced regulatory uncertainty, in particular with respect to securities laws. While WISeKey intends to operate SEALCOIN in compliance with applicable securities laws, regulators or private parties may nonetheless claim that SEALCOIN’s activities, or WISeKey’s activities with respect to SEALCOIN’s business, violate applicable securities laws. If successfully litigated, such claims may impose financial liabilities on SEALCOIN or WISeKey, and may result in WISeKey being barred from conducting certain securities transactions, including certain securities offerings unrelated to SEALCOIN or digital assets. Even if unsuccessful, such claims or litigation, or the threat thereof, could result in substantial legal expense, reputational damage and disruption for WISeKey’s and SEALCOIN’s businesses, any of which could adversely impact WISeKey’s business and results of operations.

The proposed business combination between Quantisimo and GigCapital8 may not be completed, may be delayed, or may result in adverse consequences to WISeKey even if consummated.

On June 25, 2026, SEALSQ announced that it and WISeKey CH jointly established a special purpose vehicle, Quantisimo, and entered into a non-binding Letter of Intent with GigCapital8, a special purpose acquisition company.

The proposed transaction remains subject to the negotiation and execution of definitive agreements, completion of due diligence, regulatory approvals, shareholder approvals, financing arrangements, exchange listing approvals, and other customary closing conditions, and there can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed on the terms currently contemplated, within the anticipated timeframe, or at all. If the proposed transaction is delayed or not completed, WISeKey and SEALSQ may not realize any of the anticipated strategic, financing, market, or valuation benefits associated with Quantisimo, and management may have devoted substantial time and attention to a transaction that does not close.

Even if the proposed transaction is completed, Quantisimo’s strategy depends on its ability to successfully develop, commercialize, acquire, integrate, and scale quantum-related technologies, businesses, and investments, realize anticipated synergies and benefits from acquisitions, strategic investments, or asset contributions, and achieve projected growth objectives, valuation targets, and operational milestones. These objectives are inherently uncertain and depend in part on the future adoption, commercialization, and market acceptance of quantum technologies, which remain emerging and subject to significant technological, business, competitive, financing, and regulatory risks.

In addition, any contribution of selected SEALSQ assets, technologies, intellectual property, or strategic interests to Quantisimo could reduce SEALSQ’s retained asset base, increase execution and integration risk, require additional capital or management attention, and expose WISeKey to losses if Quantisimo underperforms expectations. Any failure to complete the proposed transaction, realize the anticipated benefits of the transaction, successfully execute Quantisimo’s acquisition and commercialization strategy, or achieve meaningful market adoption could materially and adversely affect WISeKey’s business, financial condition, results of operations, and the market price of its securities.

Even if the proposed business combination is completed, WISeKey and its directors, officers and controlling shareholders could be exposed to securities class action litigation or regulatory investigations arising from alleged misstatements, omissions or deficiencies in disclosure documents, including registration statements, proxy materials and other public communications.

Risks Related to WISeKey BVI Shares

As a “foreign private issuer” (within the meaning of the U.S. Securities Act) WISeKey is entitled to claim exemptions from certain Nasdaq corporate governance standards, and, as WISeKey elected to rely on these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

As a foreign private issuer, WISeKey is permitted to, and WISeKey is relying on, exemptions from certain NASDAQ corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of WISeKey BVI Ordinary Shares.

WISeKey is exempted from certain corporate governance requirements of NASDAQ by virtue of being a foreign private issuer. WISeKey is required to provide a brief description of the significant differences between its corporate governance practices and the corporate governance practices required to be followed by domestic U.S. companies listed on NASDAQ. The standards applicable to WISeKey are considerably different than the standards applied to domestic U.S. issuers. For instance, WISeKey is not required to:

•        have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act);

•        have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors; or

•        have regularly scheduled executive sessions with only independent directors.

WISeKey has relied on and intend to continue to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of NASDAQ.

As a foreign private issuer, we are exempt from certain disclosure requirements under the Exchange Act, which may afford less protection to our shareholders than they would enjoy if we were a domestic U.S. company.

As a foreign private issuer, we are exempt from, among other things, the rules prescribing the furnishing and content of proxy statements under the Exchange Act. In addition, our executive officers, directors and principal shareholders are exempt from the short-swing profit and recovery provisions contained in Section 16 of the Exchange Act, and our principal shareholders are also exempt from the reporting requirements contained in Section 16 of the Exchange Act. We are also not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S. companies with securities registered under the Exchange Act. As a result, our shareholders may be afforded less protection than they would under the Exchange Act rules applicable to domestic U.S. companies.

WISeKey may lose its foreign private issuer status, which would then require WISeKey to comply with the Exchange Act’s domestic reporting regime and cause it to incur significant legal, accounting and other expenses.

As a foreign private issuer, WISeKey is not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. In order to maintain WISeKey’s current status as a foreign private issuer, either (a) a majority of its shares must be either directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of its executive officers or directors may not be United States citizens or residents, (ii) more than 50 percent of its assets cannot be located in the United States and (iii) its business must be administered principally outside the United States. These criteria are tested annually. If WISeKey lost this status, it would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. WISeKey may also be required to make changes in its corporate governance practices in accordance with various SEC and stock exchange rules. The regulatory and compliance costs to WISeKey under U.S. securities laws if it is required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost it would incur as a foreign private issuer. As a result, WISeKey expects that a loss of foreign private issuer status would increase its legal and financial compliance costs and would make some activities highly time-consuming and costly. WISeKey also expects that if it were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for WISeKey to obtain director and officer liability insurance, and WISeKey may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for WISeKey to attract and retain qualified members of its board of directors.

WISeKey has never paid dividends on its share capital, and does not anticipate paying cash dividends in the foreseeable future.

WISeKey has never declared or paid cash dividends on its share capital. WISeKey does not anticipate paying cash dividends on its shares in the foreseeable future. WISeKey currently intends to retain all available funds and any future earnings to fund the development and growth of its business. Any future determination to declare cash dividends will be made at the discretion of its board of directors, subject to compliance with applicable laws and covenants under current or future credit facilities, which may restrict or limit WISeKey’s ability to pay dividends and will depend on its financial condition, operating results, capital requirements, distributable profits and/or distributable reserves from capital contributions, general business conditions and other factors that WISeKey’s board of directors may deem relevant. As a result, capital appreciation, if any, of WISeKey’s securities will be your sole source of gain for the foreseeable future.

The rights accruing to holders of WISeKey BVI Ordinary Shares and WISeKey BVI Class B Shares may differ from the rights typically accruing to shareholders of a U.S. corporation.

We are organized under the laws of the British Virgin Islands. The rights of holders of WISeKey BVI Ordinary Shares and WISeKey BVI Class B Shares are governed by the laws of the British Virgin Islands and by our Articles of Association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. See the sections entitled “Description of Share Capital and Articles of Association — Differences in Corporate Law” and “Description of Share Capital and Articles of Association — Articles of Association — Other BVI Law Considerations” for a description of the principal differences between the provisions of BVI law applicable to us and, for example, the Delaware General Corporation Law relating to shareholders’ rights and protections.

It may be difficult to enforce service of process and judgments against us and our officers and directors.

WISeKey BVI is incorporated under the laws of the British Virgin Islands and our principal executive offices are located outside the United States. Most of our directors and officers and those of our subsidiaries are or are expected to be residents of countries other than the United States. Substantially all of our and our subsidiaries’ assets and a substantial portion of the assets of our directors and officers are or will be located outside the United States. As a result, it may be difficult or impossible for United States investors to effect service of process within the United States upon us, our directors or officers, our subsidiaries or to realize against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

If WISeKey fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent fraud. As a result, shareholders could lose confidence in WISeKey’s financial and other public reporting, which would harm its business and the trading price of ADSs or Class B Shares.

Effective internal controls over financial reporting are necessary for WISeKey to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause WISeKey to fail to meet its reporting obligations. Inadequate internal controls could cause investors to lose confidence in WISeKey’s reported financial information, which could have a negative effect on the trading price of its ADSs or Class B Shares.

Management will be required to assess the effectiveness of WISeKey’s internal controls annually. However, for as long as WISeKey qualifies as a “non-accelerated filer” under SEC rules its independent registered public accounting firm will not be required to attest to the effectiveness of WISeKey’s internal controls over financial reporting. An independent assessment of the effectiveness of WISeKey’s internal controls could detect problems that its management’s assessment might not. Undetected material weaknesses in WISeKey’s internal controls could lead to financial statement restatements requiring WISeKey to incur the expense of remediation and could also result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of its financial statements.

Risks related to Taxation

WISeKey CH believes it was likely a passive foreign investment company (a “PFIC”) for its 2025 taxable year and there is a risk that WISeKey CH, and, after the merger, WISeKey BVI is likely to be a PFIC for 2026 and future taxable years. If WISeKey BVI is a PFIC for any taxable year during which a U.S. investor owns WISeKey BVI Shares, the investor may be subject to adverse U.S. federal income tax consequences.

Under the Internal Revenue Code of 1986, as amended, or the Code, a non-U.S. corporation will be a PFIC for any taxable year in which, after the application of certain “look-through” rules with respect to subsidiaries, either (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. Passive income generally includes interest, dividends, rents, royalties and capital gains, but generally excludes rents and royalties which are derived in the active conduct of a trade or business or are amounts received from a related person that are properly allocable to the non-passive income of such related person. Cash and cash-equivalents generally are passive assets for these purposes, and digital assets are likely to be passive assets for these purposes as well. Goodwill and other unbooked intangible assets (the value of which may be determined by reference to the excess of the sum of a corporation’s market capitalization and liabilities over the value of its book assets) generally are treated as active to the extent attributable to activities that produce or are intended to produce active income. For purposes of the above calculations, WISeKey BVI will be treated as if it holds its proportionate share of the assets, and directly receives its proportionate share of the income, of any other corporation in which it directly or indirectly owns at least 25% of the shares of such corporation by value (a “look-through subsidiary”). SEALSQ, although a consolidated subsidiary of WISeKey CH for financial accounting purposes, did not qualify as a look-through subsidiary for purposes of determining WISeKey CH’s PFIC status for 2025. WISeKey CH notes that there is substantial uncertainty regarding SEALSQ’s status as a PFIC for its 2025 taxable year and there is a significant risk that SEALSQ could be a PFIC in 2026 and possibly future taxable years.

The average value of WISeKey BVI’s assets (including goodwill and other intangible assets) for purposes of determining WISeKey BVI’s PFIC status for any taxable year may be determined, in large part, by reference to its market capitalization, which (with respect to WISeKey CH) has fluctuated substantially over time and may continue to be volatile. Although WISeKey CH has not obtained valuations of WISeKey CH’s assets and thus are not in a position to make a definitive determination regarding whether WISeKey CH was a PFIC for 2025, WISeKey CH believes it was likely a PFIC for 2025 based on the composition of WISeKey CH’s income and assets in 2025 and the estimated value of its assets. WISeKey CH owned a substantial amount of passive assets in 2025, including cash and stock treated as passive investment assets under the PFIC rules. In particular, a substantial portion of WISeKey CH’s value is attributable to its interest in SEALSQ, which, as noted above, does not qualify as a look-through subsidiary for 2025 and is treated as a passive investment asset for purposes of determining WISeKey CH’s (and, post-merger, WISeKey BVI’s) PFIC status. Based on WISeKey CH’s income and assets for 2025, there is also a risk that WISeKey CH, and, following the merger, WISeKey BVI is likely to be a PFIC for 2026 and possibly future taxable years. However,

whether WISeKey CH or BVI will be classified as a PFIC in 2026 or any future taxable year is uncertain because it will depend on the composition of WISeKey BVI’s income and assets and the value of its assets, including goodwill, which is determined in part by reference to WISeKey BVI’s market capitalization, which may fluctuate significantly over time. Moreover, the determination of whether WISeKey BVI is a PFIC for any taxable year is fact-intensive and requires the application of principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Accordingly, WISeKey CH, and, following the merger, WISeKey BVI, cannot provide any assurances regarding WISeKey CH or WISeKey BVI’s PFIC status for 2026 or any future taxable year.

If a U.S. investor owns WISeKey BVI Shares in any year in which WISeKey BVI is treated as a PFIC, WISeKey BVI will generally continue to be treated as a PFIC with respect to that U.S. investor, even if it ceases to be a PFIC in subsequent years, unless the U.S. investor makes a “deemed sale” election with respect to the shares or ADSs. Such a U.S. investor may be subject to adverse U.S. federal income tax consequences, including (i) the treatment of all or a portion of any gain on disposition as ordinary income, (ii) the application of a deferred interest charge on such gain and the receipt of certain dividends and (iii) compliance with certain reporting requirements. WISeKey BVI does not intend to provide the information that would enable investors to make a “qualified electing fund,” or QEF, election that could mitigate the adverse U.S. federal income tax consequences should WISeKey BVI be classified as a PFIC. Therefore, prospective investors should assume that a QEF election will not be available.

For further discussion, see the section titled “Material Taxation Considerations — U.S. Federal Income Tax Considerations.”

If a United States person is treated as owning at least 10% of WISeKey BVI’s shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a U.S. investor owns or is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of WISeKey BVI’s shares, such investor may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in WISeKey BVI’s group (if any). A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of “Subpart F income,” “net-CFC tested income,” and in certain circumstances, earnings of such corporation that are invested in U.S. property, regardless of whether such corporation makes any distributions. Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting. WISeKey BVI cannot provide any assurances that it will assist investors in determining whether it or any of its non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any investor is treated as a United States shareholder with respect to any such controlled foreign corporation or furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. A United States investor should consult its advisors regarding the potential application of these rules to an investment in WISeKey BVI’s shares.

Risks Related to SEALSQ’s Investment Policy and Investment Portfolio

The value of SEALSQ’s investment portfolio may decline.

SEALSQ’s Investment Policy permits SEALSQ to invest from time to time in securities and certain cryptocurrencies as approved by the SEALSQ Board (collectively referred to herein as the “Approved Cryptocurrencies”), including Bitcoin, Ethereum, HBAR (which are digital assets based on an open source cryptographic protocol existing on the Hedera Network), and WECAN tokens (which are Ethereum-based native utility token compliant with the ERC-20 standard tokens issued by WeCan Group SA, (a Swiss blockchain and data compliance company in which SEALSQ has a 31.9% equity stake as of December 31, 2025)), and SEALSQ will be exposed to market volatility in connection with these investments. SEALSQ’s financial position and financial performance could be adversely affected by worsening market conditions or poor performance of such investments. Bitcoin, for example, is a highly volatile asset and has experienced significant price fluctuations over time. SEALSQ’s cryptocurrency strategy has not been tested and may prove unsuccessful. SEALSQ may also invest from time to time in nonmarketable securities and may need to hold such instruments for a long period of time and may not be able to realize a return of its cash investment should there be a need to liquidate to obtain cash at any given time. SEALSQ may also invest from time to time in securities that

are interest-bearing securities and if there are changes in interest rates, those changes would affect the interest income SEALSQ earns on these investments and, therefore, impact its cash flows and results of operations, as well as the value of such assets as reflected on the balance sheet.

SEALSQ’s investment portfolio may be concentrated in just a few holdings, which may result in a single holding significantly impacting the value of its investment portfolio.

SEALSQ’s investment portfolio is overseen in accordance with the guidelines approved by the Investment Committee pursuant to the Investment Policy. SEALSQ’s investment portfolio may be concentrated in just a few holdings. Accordingly, a significant decline in the market value of one or more of such holdings may not be offset by hypothetically better performance of the other holdings, if any. This concentration of risk may result in a more pronounced effect on net income and stockholders’ equity and may result in greater volatility in the fair market value of SEALSQ’s investment portfolio from one period to another.

The trading prices of many digital assets, including the Approved Cryptocurrencies, have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including declines in the trading prices of any of the Approved Cryptocurrencies, is likely to influence SEALSQ’s financial results and the market price of its ordinary shares.

Digital assets are highly volatile assets, and to the extent SEALSQ holds material positions in the Approved Cryptocurrencies or other digital assets, fluctuations in the price of any of the Approved Cryptocurrencies or other digital assets are likely to influence its financial results and, as a result, the market price of its ordinary shares (and, potentially, the market price of WISeKey BVI Shares). To the extent SEALSQ holds material positions in the Approved Cryptocurrencies or other digital assets, its financial results and the market price of its ordinary shares (and, potentially, the market price of WISeKey BVI Shares) would be adversely affected, and its business and financial condition would be negatively impacted, if the price of any of the Approved Cryptocurrencies or other digital assets decreased substantially (as it has in the past, such as during 2022), including as a result of:

•        decreased user and investor confidence in any of the Approved Cryptocurrencies or other digital assets, including due to the various factors described herein;

•        investment and trading activities, such as:

•        trading activities of highly active retail and institutional users, speculators, miners and investors,

•        actual or expected significant dispositions of any of the Approved Cryptocurrencies or other digital assets by large holders, and

•        actual or perceived manipulation of the spot or derivative markets for any of the Approved Cryptocurrencies or other digital assets or spot Approved Cryptocurrencies or other digital assets exchange traded products;

•        negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, any of the Approved Cryptocurrencies or the broader digital assets industry;

•        changes in consumer preferences and the perceived value or prospects of any of the Approved Cryptocurrencies or other digital assets;

•        competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics, that are backed by governments, including the U.S. government, or reserves of fiat currencies, or that represent ownership or security interests in physical assets;

•        a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for Bitcoin or Ethereum purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of Bitcoin, Ethereum or other digital assets or adversely affect investor confidence in digital assets generally;

•        the identification of Satoshi Nakamoto, the pseudonymous person or persons who developed Bitcoin, or the transfer of substantial amounts of Bitcoin from Bitcoin wallets attributed to Mr. Nakamoto or other “whales” that hold significant amounts of Bitcoin;

•        disruptions, failures, unavailability, or interruptions in service of trading venues for any of the Approved Cryptocurrencies, such as, for example, the announcement by the digital asset exchange FTX Trading that it would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy protection;

•        the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants;

•        regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of any of the Approved Cryptocurrencies, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry;

•        further reductions in mining rewards of Bitcoin or other digital assets, including block reward halving events, which are events that occur after a specific period of time that reduce the block reward earned by “miners” who validate Bitcoin or other digital asset transactions, or increases in the costs associated with Bitcoin or other digital asset mining, including increases in electricity costs and hardware and software used in mining, that may cause a decline in support for the Bitcoin network or other digital asset networks;

•        transaction congestion and fees associated with processing transactions on the Bitcoin, Ethereum, Hedera and/or WECAN tokens or other digital asset networks;

•        macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations;

•        developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the Bitcoin blockchain or other digital asset blockchains and networks becoming insecure or ineffective; and

•        changes in national and international economic and political conditions.

The Approved Cryptocurrencies and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.

The Approved Cryptocurrencies and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects and evolving, and it is possible that regulators in the United States or other countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of any of the Approved Cryptocurrencies.

The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of any of the Approved Cryptocurrencies and other digital assets or the ability of individuals or institutions to own or transfer any of the Approved Cryptocurrencies and other digital assets. Regulatory authorities have been evolving in their approach to digital assets. It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally, and the Approved Cryptocurrencies specifically. The consequences of increased regulation of digital assets and digital asset activities could adversely affect the market price of any of the Approved Cryptocurrencies and, in turn, adversely affect the market price of SEALSQ’s ordinary shares (and, potentially, the market price of WISeKey BVI Shares).

Moreover, the risks of engaging in a digital asset treasury strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

The growth of the digital assets industry in general, and the use and acceptance of the Approved Cryptocurrencies in particular, may also impact the price of any of the Approved Cryptocurrencies or other digital assets and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of the Approved Cryptocurrencies may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to the Approved Cryptocurrencies, institutional demand for the Approved Cryptocurrencies as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for the Approved Cryptocurrencies as a means of payment, and the availability and popularity of alternatives to the Approved Cryptocurrencies. Even if growth in the adoption of the Approved Cryptocurrencies occurs in the near or medium-term, there is no assurance that usage of the Approved Cryptocurrencies will continue to grow over the long-term.

Because the Approved Cryptocurrencies have no physical existence beyond the record of transactions on their respective blockchains and networks, a variety of technical factors related to the Approved Cryptocurrencies blockchains and networks could also impact the price of the Approved Cryptocurrencies. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of Bitcoin transactions, hard “forks” of the Bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the Bitcoin blockchain or other digital asset blockchains and networks and negatively affect the price of Bitcoin or other digital assets. The liquidity of Bitcoin or other digital assets may also be reduced and damage to the public perception of Bitcoin or other digital assets may occur, if financial institutions were to deny or limit banking services to businesses that hold Bitcoin, provide Bitcoin or other digital asset-related services or accept Bitcoin or other digital assets as payment, which could also decrease the price of Bitcoin or other digital assets. Similarly, the open-source nature of the Bitcoin blockchain or other digital asset blockchains means the contributors and developers of the Bitcoin blockchain or other digital assets are generally not directly compensated for their contributions in maintaining and developing the blockchain, and any failure to properly monitor and upgrade such blockchains could adversely affect such blockchains and negatively affect the price of Bitcoin or other digital assets.

The launch of central bank digital currencies (“CBDCs”) may change consumer preferences and the perceived value or prospects of digital assets.

The introduction of a government-issued digital currency could eliminate or reduce the need or demand for private-sector issued crypto currencies, or significantly limit their utility. National governments around the world could introduce CBDCs, which could in turn limit the size of the market opportunity for cryptocurrencies, and change consumer preferences and the perceived value or prospects of digital assets.

HBAR is the native token of the Hedera public network, which differs materially from conventional blockchains. Investing in or holding HBAR could expose SEALSQ to risks specific to Hedera’s technology, governance, and token economics.

The Hedera network is governed and controlled by the Hedera Governing Council, which is comprised of a limited number of multinational corporations and academic institutions, and it retains the authority to direct protocol upgrades, determine validator participation, and influence network policy. Therefore, control is concentrated in a small group and decisions adverse to HBAR holders could be made without broad community consent. Hedera’s hashgraph consensus algorithm remains relatively new and previously undiscovered weaknesses may emerge as usage grows. Certain features of HBAR, such as token freezing, KYC/AML compliance flags, and issuer-controlled minting and burning, could expose network participants and developers to heightened scrutiny under evolving securities, commodities, and payments regulations across multiple jurisdictions.

The WECAN tokens are novel, highly speculative digital assets that entail risks beyond those inherent in Ethereum-based ERC-20 tokens.

WECAN tokens rely on a proprietary and semi-permissioned infrastructure, which may concentrate operational control and create a single point of systemic failure. Given that the WECAN tokens are used in digital identity, such as KYC/AML verification, and data auditability functions, there is a risk of heightened exposure to regulatory and compliance oversight across multiple jurisdictions. Since the WECAN tokens have low trading volumes and a high token supply, there is a greater risk of price manipulation, impaired secondary market exit, and dilution upon the release of vested or reserved token allocations. Further, the success of the WECAN token, in part, is dependent on enterprise

adoption and strategic partnerships and if those do not materialize, the WECAN token may lose value or cease to exist. The WECAN token is built on the ERC-20 standard, and it is, therefore, exposed to technical vulnerabilities in the ERC-20 standard and in any bridging mechanisms used to link Ethereum and the WECAN infrastructure.

Changes in the governance of a digital asset network or protocol may not receive sufficient support from users and validators, which may negatively affect that digital asset network’s or protocol’s ability to grow and respond to challenges.

The governance of some digital asset networks and protocols, such as the Bitcoin and Ethereum Networks, is generally by voluntary consensus and open competition. For such networks and protocols, there may be a lack of consensus or clarity on that network’s or protocol’s governance, which may stymie such network’s or protocol’s utility, adaptability and ability to grow and face challenges. The foregoing notwithstanding, the underlying software for some digital networks and protocols is informally or formally managed or developed by a group of core developers that propose amendments to the relevant network’s or protocol’s source code. Core developers’ roles may evolve over time, generally based on self-determined participation.

If a significant majority of users and validators were to adopt amendments to the networks for the Approved Cryptocurrencies based on the proposals of such core developers, the networks for the Approved Cryptocurrencies would be subject to new source code that may adversely affect the value of the Approved Cryptocurrencies.

As a result of the foregoing, it may be difficult to find solutions or marshal sufficient effort to overcome any future problems, especially long-term problems, on digital asset networks.

If SEALSQ or its third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to its Approved Cryptocurrencies, or if its private keys are lost or destroyed, or other similar circumstances or events occur, SEALSQ may lose some or all of its Approved Cryptocurrencies and its financial condition and results of operations could be materially adversely affected.

Security breaches and cyberattacks are of particular concern with respect to SEALSQ’s holdings and potential holdings of the Approved Cryptocurrencies or other digital assets. The Approved Cryptocurrencies and other blockchain-based cryptocurrencies and the entities that provide services to participants in the digital asset ecosystems have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in:

•        a partial or total loss of SEALSQ’s Approved Cryptocurrencies in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians that its may engage to hold its Approved Cryptocurrencies;

•        harm to SEALSQ’s reputation and brand;

•        improper disclosure of data and violations of applicable data privacy and other laws; or

•        significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether SEALSQ is directly impacted, could lead to a general loss of confidence in the broader blockchain ecosystem or in the use of the blockchain ecosystems to conduct financial transactions, which could negatively impact SEALSQ.

Attacks upon systems across a variety of industries, including industries related to Bitcoin and/or Ethereum, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized

or detected until after they have been launched against a target. These attacks may occur on SEALSQ’s systems or those of its third-party service providers or partners. SEALSQ may experience breaches of its security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, SEALSQ expects that unauthorized parties will attempt, to gain access to its systems and facilities, as well as those of its partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm SEALSQ even if its systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and SEALSQ may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing or future military and/or geopolitical conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of its operations or those of others in the digital asset industry, including third-party services on which SEALSQ relies, could materially and adversely affect its financial condition and results of operations.

SEALSQ faces risks relating to the custody of any Approved Cryptocurrency it may hold, including the loss or destruction of private keys required to access such digital assets and cyberattacks or other data loss relating to its digital assets.

SEALSQ intends to hold its Approved Cryptocurrencies with regulated custodians that have duties to safeguard its private keys. SEALSQ’s holdings of any of its Approved Cryptocurrencies may be concentrated with a single custodian from time to time. Considering the significant amount of Approved Cryptocurrencies SEALSQ may hold, it would seek to engage additional custodians to achieve a greater degree of diversification in the custody of its Approved Cryptocurrencies it may hold as the extent of potential risk of loss is dependent, in part, on the degree of diversification. If there is a decrease in the availability of digital asset custodians that SEALSQ believes can safely custody any of the Approved Cryptocurrencies it may hold, for example, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States or consolidation in the custody industry, SEALSQ may need to take other measures to custody any of the Approved Cryptocurrencies it may hold, and its ability to seek a greater degree of diversification in the use of custodial services would be materially adversely affected.

Any insurance that SEALSQ obtains that would covers losses of its holdings of digital assets may only cover a small fraction of the value of the entirety of its digital asset holdings, and there can be no guarantee that such insurance will be maintained as part of the custodial services SEALSQ may have or that such coverage will cover losses with respect to its digital assets. Moreover, the use of custodians may expose SEALSQ to the risk that the digital assets that custodians may hold on its behalf could be subject to insolvency proceedings and it could be treated as a general unsecured creditor of the custodian, inhibiting its ability to exercise ownership rights with respect to such digital assets. Any loss associated with such insolvency proceedings is unlikely to be covered by any insurance coverage SEALSQ may maintain related to its digital assets.

The Approved Cryptocurrencies are controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which such digital assets are held. While the blockchain ledger for the Approved Cryptocurrencies requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the Approved Cryptocurrencies held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither SEALSQ nor its custodians will be able to access the Approved Cryptocurrencies held in the related digital wallet. Furthermore, SEALSQ cannot provide assurance that its digital wallets, nor the digital wallets of its custodians held on its behalf, will not be compromised as a result of a cyberattack. The Bitcoin and blockchain ledger, as well as other digital assets and Decentralized Ledger technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

SEALSQ’s digital asset treasury strategy exposes SEALSQ to risk of non-performance by counterparties.

Its digital asset treasury strategy exposes SEALSQ to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example, SEALSQ’s

execution partners, custodians, or other counterparties might fail to perform in accordance with the terms of its agreements with them, which could result in a loss of the digital assets, a loss of the opportunity to generate funds, or other losses.

One of the counterparty risks with respect to digital assets is custodian default in the performance of obligations under the various custody arrangements SEALSQ may enter into. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, SEC enforcement actions against other providers, and placement into receivership or civil fraud lawsuit against digital asset industry participants have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading. Legal precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse to its interests in the event one or more of its custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings.

While custodians are subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that any custodially-held digital assets will not become part of the custodian’s insolvency estate if one or more of the custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if SEALSQ pursues any strategies to create income streams or otherwise generate funds using its digital assets, it would become subject to additional counterparty risks. Although no such strategies are contemplated at this time, SEALSQ will need to carefully evaluate market conditions, including price volatility as well as service provider terms and market reputations and performance, among others, prior to implementing any such strategy, all of which could affect its ability to successfully implement and execute on any such future strategy. These risks, along with any significant non-performance by counterparties, including in particular the custodians with which SEALSQ may custody substantially all of its digital assets, could have a material adverse effect on its business, prospects, financial condition, and operating results.

The availability of spot Bitcoin Exchange Traded Products and Ethereum Exchange Traded Products (ETPs) may adversely affect the market price of SEALSQ’s ordinary shares.

Although Bitcoin, Ethereum and other digital assets have experienced a surge of investor attention since Bitcoin was invented in 2008, until recently investors in the United States had limited means to gain direct exposure to Bitcoin and Ethereum through traditional investment channels, and instead generally were only able to hold Bitcoin and Ethereum through “hosted” wallets provided by digital asset service providers or through “unhosted” wallets that expose the investor to risks associated with loss or hacking of their private keys. Given the relative novelty of digital assets, general lack of familiarity with the processes needed to hold Bitcoin or Ethereum directly, as well as the potential reluctance of financial planners and advisers to recommend direct Bitcoin or Ethereum holdings to their retail customers because of the manner in which such holdings are custodied, some investors have sought exposure to Bitcoin and Ethereum through investment vehicles that hold Bitcoin and Ethereum, respectively, and issue shares representing fractional undivided interests in their underlying Bitcoin or Ethereum holdings. These vehicles, which were previously offered only to “accredited investors” on a private placement basis, have in the past traded at substantial premiums or discounts to net asset value, or NAV, possibly due to the relative scarcity of traditional investment vehicles providing investment exposure to Bitcoin or Ethereum, or due to the inability to convert such instruments to digital asset holdings, or withdraw digital assets from such facilities.

In 2024, the SEC approved the listing and trading of spot Bitcoin ETPs and spot Ethereum ETPs, the shares of which can be sold in public offerings and are traded on U.S. national securities exchanges. To the extent investors view SEALSQ’s ordinary shares as providing exposure to Bitcoin or Ethereum, it is possible that the value of its ordinary shares may have included (or may in the future include) a premium over the value of Bitcoin or Ethereum SEALSQ was expected to hold (or that it may in the future hold) due to the prior scarcity of traditional investment vehicles providing investment exposure to Bitcoin or Ethereum or may be subject to declined due to investors now having a greater range of options to gain exposure to Bitcoin and Ethereum and investors choosing to gain such exposure through ETPs rather than SEALSQ’s ordinary shares.

Although SEALSQ is an operating company with a post-quantum technology hardware and software solutions business, and it believes it offers a different value proposition than a passive Bitcoin or Ethereum investment vehicle such as a spot Bitcoin ETP or spot Ethereum ETP, investors may nevertheless view SEALSQ’s ordinary shares as an alternative to an investment in an ETP, and choose to purchase shares of a spot Bitcoin ETP or spot Ethereum ETP

instead of its ordinary shares. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to Bitcoin or Ethereum that is generally not subject to federal income tax at the entity level as SEALSQ is, or the other risk factors applicable to an operating business, such as SEALSQ’s. Additionally, unlike spot Bitcoin ETPs or spot Ethereum ETPs, SEALSQ (i) does not seek for its shares to track the value of the underlying Bitcoin or Ethereum SEALSQ holds before payment of expenses and liabilities, (ii) does not benefit from various exemptions and relief under the Securities Exchange Act of 1934, as amended, including Regulation M, and other securities laws, which enable spot Bitcoin ETPs and spot Ethereum ETPs to continuously align the value of their shares to the price of the underlying Bitcoin or Ethereum they hold through share creation and redemption, (iii) are a British Virgin Islands corporation rather than a statutory trust, and do not operate pursuant to a trust agreement that would require SEALSQ to pursue one or more stated investment objectives, and (iv) is not required to provide daily transparency as to SEALSQ’s Bitcoin and Ethereum holdings or its daily NAV. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to its ordinary shares.

As a result of the foregoing factors, availability of spot Bitcoin ETPs and spot Ethereum ETPs on U.S. national securities exchanges could have a material adverse effect on the market price of SEALSQ’s ordinary shares.

SEALSQ’s digital asset treasury strategy subjects it to enhanced regulatory oversight.

As noted above, several spot Bitcoin ETPs and spot Ethereum ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange with continuous share creation and redemption at NAV. Even though SEALSQ is not, and does not function in the manner of, a spot Bitcoin ETP or a spot Ethereum ETP, it is possible that it nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to SEALSQ’s holdings of digital assets. For example, if SEALSQ holds a substantial portion of its assets in the form of digital assets, or if it earns a substantial portion of its income from digital assets, regulators could take the position that SEALSQ is a commodity pool operator or otherwise subject to regulations (including registration requirements) under the Commodity Exchange Act of 1936 (as amended, the “CEA”) and/or, to the extent such digital assets are treated as securities, that SEALSQ is an investment company subject to regulations (including registration requirements) under the Investment Company Act of 1940 (as amended, the “ICA”). SEALSQ currently does not believe that its planned digital asset treasury strategy will require registration under the CEA or the ICA, but if regulators believe otherwise, it could be subject to enforcement action, or it may be required to discontinue such strategy or incur substantial costs to register and comply with regulations under the CEA and/or the ICA.

As discussed in more detail below, the SEC and U.S. Commodity Futures Trading Commission (the “CFTC”) recently issued the Joint Interpretation (as defined below), which provides some comfort that certain of the digital assets held and planned to be held by SEALSQ are not, in and of themselves, securities for purposes of the federal securities laws. However, as further discussed below, certain digital assets SEALSQ holds or plans to hold, such as WECAN tokens, are not specifically mentioned in the Joint Interpretation, and there is uncertainty as to whether such unmentioned digital assets may be treated as securities under the federal securities laws. Even for digital assets that the Joint Interpretation specifically mentions as not being securities in and of themselves, it is possible that certain transactions in such digital assets may nonetheless be considered investment contracts, and thus securities for purposes of the federal securities laws.

In addition, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While SEALSQ has implemented and maintains policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and plans take care to only acquire its digital assets through entities subject to anti-money laundering regulation and related compliance rules in the United States, if SEALSQ is found to have purchased any of its Approved Cryptocurrencies from bad actors that have used digital assets to launder money or persons subject to sanctions, it may be subject to regulatory proceedings and any further transactions or dealings in digital assets by SEALSQ may be restricted or prohibited.

Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX Trading, one of the world’s largest cryptocurrency exchanges, in November 2022. U.S. and foreign regulators have also increased, and are highly likely to continue to increase, enforcement activity, and are likely to adopt new regulatory requirements in response to FTX Trading’s collapse. Increased enforcement activity and changes in the regulatory environment, including changing interpretations and

the implementation of new or varying regulatory requirements by the government or any new legislation affecting digital assets, as well as enforcement actions involving or impacting SEALSQ’s trading venues, counterparties and custodians, may impose significant costs or significantly limit its ability to hold and transact in digital assets.

In addition, private actors that are wary of digital assets or the regulatory concerns associated with digital assets may in the future take further actions that may have an adverse effect on SEALSQ’s business or the market price of its ordinary shares.

Due to the currently unregulated nature and lack of transparency surrounding the operations of many digital asset trading venues, digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in digital asset trading venues and adversely affect the value of SEALSQ’s digital assets.

Digital asset trading venues are relatively new and, in many cases, unregulated. Even if regulated, such venues may not be complying with such regulations. Furthermore, there are many crypto assets trading venues that do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in digital asset trading venues, including prominent exchanges that handle a significant volume of Bitcoin, Ethereum or other digital asset trading and/or are subject to regulatory oversight, in the event one or more Bitcoin, Ethereum or other digital asset trading venues cease or pause for a prolonged period the trading of Bitcoin, Ethereum or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.

In 2019 there were reports claiming that 80-95% of Bitcoin trading volume on trading venues was false or non-economic in nature, with specific focus on currently unregulated exchanges located outside of the United States. Any actual or perceived false trading in the digital asset markets, and any other fraudulent or manipulative acts and practices, could adversely affect the value of SEALSQ’s Approved Cryptocurrencies. Negative perception, a lack of stability in the broader digital asset markets and the closure, temporary shutdown or operational disruption of digital asset trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the digital asset ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in any of the Approved Cryptocurrencies and the broader digital asset ecosystem and greater volatility in the price of the Approved Cryptocurrencies. For example, in 2022, each of Celsius Network, Voyager Digital, Three Arrows Capital, FTX Trading, and BlockFi filed for bankruptcy, following which the market prices of Bitcoin and other digital assets significantly declined. As the price of SEALSQ’s ordinary shares could be affected by the value of any digital assets SEALSQ may hold, the failure of a major participant in the digital asset ecosystem could have a material adverse effect on the market price of its ordinary shares.

SEALSQ’s failure to deal appropriately with conflicts of interest could adversely affect its businesses.

Some of SEALSQ’s executive officers, members of its Investment Committee and members of the Board of Directors engage in personal investment activities. These personal investments, done in their individual capacities or through affiliated investment vehicles, may give rise to potential conflicts or perceived conflicts between the personal financial interests of the executive officers, members of its Investment Committee or members of the Board of Directors and the interests of SEALSQ, any of its subsidiaries or any stockholder other than such executive officers, members of its Investment Committee or members of the SEALSQ Board of Directors.

SEALSQ’s (and as a result WISeKey’s) historical financial statements does not reflect the potential variability in earnings that it may experience in the future relating to holdings of digital assets.

SEALSQ’s (and as a result WISeKey’s) historical financial statements does not fully reflect the potential variability in earnings that it may experience in the future from acquiring, holding or selling significant amounts of digital assets.

The price of Bitcoin and other digital assets has historically been subject to dramatic price fluctuations and is highly volatile.

SEALSQ expects to determine the fair value of its Approved Cryptocurrencies based on quoted (unadjusted) prices on the applicable exchange (if available), and following adoption of ASU 2023-08, will be required to measure its holdings of the Approved Cryptocurrencies at fair value in SEALSQ’s statement of financial position, and to recognize

gains and losses from changes in the fair value of its Approved Cryptocurrencies in net income each reporting period, which may create significant volatility in SEALSQ’s reported earnings and decrease the carrying value of its digital assets, which in turn could have a material adverse effect on the market price of its ordinary shares. Conversely, any sale of SEALSQ’s Approved Cryptocurrencies at prices above its carrying value for such assets creates a gain for financial reporting purposes even if SEALSQ would otherwise incur an economic or tax loss with respect to such transaction, which also may result in significant volatility in its reported earnings.

Due in particular to the volatility in the price of Bitcoin, Ethereum and HBAR, SEALSQ expects SEALSQ’s adoption of ASU 2023-08 may increase the volatility of its financial results and it could significantly affect the carrying value of SEALSQ’s Bitcoin and Ethereum on its balance sheet. Due to the investment in WeCan Group SA, the developer of the WeCan token, SEALSQ’s investment in the WeCan token will be valued at cost and reviewed periodically for indicators of impairment. Gains in the value of the WECAN token will only be recognized upon sale of the token.

Due to anticipated future purchases, SEALSQ expects that the proportion of its total assets represented by its holdings of the Approved Cryptocurrencies will increase in the future. As a result, and in particular with respect to the periods with respect to which ASU 2023-08 will apply, and for all future periods, volatility in its earnings may be significantly more than what SEALSQ experienced in prior periods.

The emergence or growth of new digital assets, including those with significant private or public sector backing, could have a negative impact on the price of the Approved Cryptocurrencies and adversely affect SEALSQ’s business.

There are numerous alternative digital assets and many entities, including consortiums and financial institutions, that are researching and investing resources into private or permissioned blockchain platforms or digital assets. If such new digital assets are perceived as superior to those SEALSQ may hold, those new digital assets could gain market share relative to those it may hold and the value of digital assets it may hold could decline or otherwise be lower than it otherwise would have been.

Additionally, central banks in some countries have started to introduce digital forms of legal tender. For example, China’s Central Bank Digital Currency (“CBDC”) project was made available to consumers in January 2022, and governments including the United States, the United Kingdom, the European Union, and Israel have been discussing the potential creation of new CBDCs. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could also compete with, or replace, Bitcoin, Ethereum and other digital assets SEALSQ may hold as a medium of exchange or store of value. As a result, the emergence or growth of these or other digital assets could cause the market price of the Approved Cryptocurrencies it may hold to decrease, which could have a material adverse effect on SEALSQ’s business, prospects, financial condition, and operating results.

SEALSQ’s holdings of digital assets will be less liquid than its existing cash and cash equivalents and may not be able to serve as a source of liquidity for it to the same extent as cash and cash equivalents.

Historically, the digital asset markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent to entirely electronic, virtual form and decentralized networks. During times of market instability, SEALSQ may not be able to sell its digital assets at favorable prices or at all. For example, a number of Bitcoin trading venues temporarily halted deposits and withdrawals in 2022. As a result, SEALSQ’s holdings of digital assets may not be able to serve as a source of liquidity for SEALSQ to the same extent as cash and cash equivalents. Further, the Approved Cryptocurrencies SEALSQ intends to hold with its custodians and transact with its trade execution partners do not (and may not in the future) enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, SEALSQ may be unable to enter into term loans or other capital raising transactions collateralized by its unencumbered digital assets, or otherwise generate funds using digital asset holdings, including in particular during times of market instability or when the price of its digital assets has declined significantly. If SEALSQ is unable to sell its digital assets, enter into additional capital raising transactions using its digital assets as collateral, or otherwise generate funds using its digital asset holdings, or if SEALSQ is forced to sell its digital assets at a significant loss, in order to meet its working capital requirements, its business and financial condition could be negatively impacted.

SEALSQ is not registered as an investment company under the Investment Company Act of 1940 (as amended, the “ICA”) or as a Commodity Pool Operator, Commodity Trading Advisor or otherwise under the Commodity Exchange Act of 1936 (as amended, the “CEA”) and shareholders do not have the protections associated with ownership of shares in a registered investment company under the ICA nor the protections afforded by the CEA.

The ICA is designed to protect investors by preventing insiders from managing investment companies to their benefit and to the detriment of public investors, such as the issuance of securities having inequitable or discriminatory provisions; the management of investment companies by irresponsible persons; the use of unsound or misleading methods of computing earnings and asset values; changes in the character of investment companies without the consent of investors; and investment companies engaging in excessive leveraging. To accomplish these ends, the ICA requires the safekeeping and proper valuation of fund assets, restricts greatly transactions with affiliates, limits leveraging, and imposes governance requirements as a check on fund management.

The SEALSQ Group is not registered as an investment company under the ICA, and believes that it is not required to register as such under the ICA. Consequently, its shareholders do not have the regulatory protections provided to investors in investment companies.

SEALSQ will not hold or trade in commodity futures contracts regulated by the CEA, as administered by the CFTC, and believes that it is not a commodity pool for purposes of the CEA, and is not subject to regulation by the CFTC as a commodity pool operator or a commodity trading advisor. Consequently, SEALSQ’s shareholders will not have the regulatory protections provided to investors in CEA-regulated instruments or commodity pools.

Regulatory change reclassifying Bitcoin, Ethereum or other digital assets as a security could lead to SEALSQ’s classification as an “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of Bitcoin, Ethereum or its other digital asset holdings and the market price of its ordinary shares.

Under Sections 3(a)(1)(A) and (C) of the ICA, a company generally will be deemed to be an “investment company” for purposes of the ICA if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. SEALSQ does not believe that it is an “investment company,” as such term is defined in the ICA, and is not registered as an “investment company” under the ICA as of the date hereof.

A determination that the digital assets SEALSQ holds are securities could lead to its classification as an “investment company” under the ICA, if the portion of its assets consisting of digital assets treated as securities, together with other securities SEALSQ holds, exceeds the applicable thresholds in the ICA, which would subject it to significant additional regulatory controls that could have a material adverse effect on its business and operations and may also require SEALSQ to change the manner in which it conducts its business.

On March 17, 2026, the SEC and CFTC issued a joint interpretation (Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets, Release Nos. 33-11412, 34-105020) regarding the application of federal securities laws to certain types of digital assets and transactions, or the Joint Interpretation. According to the Joint Interpretation, based on the SEC’s understanding of their characteristics, terms, and functions as of the date of the Joint Interpretation, Bitcoin (BTC), Ether (ETH), Hedera (HBAR) and certain other digital assets would not, in and of themselves, be considered securities for purposes of the federal securities laws. However, the Joint Interpretation does not mention certain digital assets SEALSQ holds or plans to hold, such as WECAN tokens, and thus, there is uncertainty as to whether such unmentioned digital assets may be treated as securities under the federal securities laws. While the Joint Interpretation provides comfort that Bitcoin, Ether, Hedera and certain other digital assets SEALSQ holds or plans to hold are not securities in and of themselves, certain transactions in such digital assets may nonetheless be considered investment contracts, and thus securities for purposes of the federal securities laws. The Joint Interpretation provides further comfort that specific transactions in non-securities digital assets, such as certain staking and mining services, would not be considered investment contracts. However, the Joint Interpretation does not discuss all digital asset-related activities and transactions that SEALSQ may undertake, and it is possible that certain of those activities or transactions could be determined to involve an investment contract, and thus, the holding, offer or sale of a security by SEALSQ for purposes of federal securities laws.

SEALSQ monitors its assets and income for compliance under the ICA and seeks to conduct its business activities in a manner such that it does not fall within its definitions of “investment company” or that SEALSQ qualifies under one of the exemptions or exclusions provided by the ICA and corresponding SEC regulations. If any of its digital assets are determined to constitute a security for purposes of the federal securities laws, SEALSQ would take steps to reduce the percentage of such digital assets that constitute investment securities under the ICA. These steps may include, among others, selling SEALSQ’s digital assets that SEALSQ might otherwise hold for the long term and deploying its cash in non-investment assets, and it may be forced to sell its digital assets at unattractive prices. SEALSQ may also seek to acquire additional non-investment assets to maintain compliance with the ICA, and it may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to SEALSQ’s business. Any of these actions could have a material adverse effect on SEALSQ’s results of operations and financial condition. Moreover, SEALSQ can make no assurance that it would successfully be able to take the necessary steps to avoid being deemed to be an investment company. If it were unsuccessful, then SEALSQ would have to register as an investment company, and the additional regulatory restrictions imposed by ICA could adversely affect the market price of its digital assets and in turn adversely affect the market price of SEALSQ’s ordinary shares (and, potentially, the market price of WISeKey BVI Shares).

SEALSQ’s custodially-held digital assets may become part of the custodian’s insolvency estate if one or more of its custodians enters bankruptcy, receivership or similar insolvency proceedings.

If digital assets SEALSQ may hold with custodians are considered to be the property of its custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, SEALSQ could be treated as a general unsecured creditor of such custodians, inhibiting its ability to exercise ownership rights with respect to such digital assets and this may ultimately result in the loss of the value related to some or all of such digital assets. A series of high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, including Signature Bank and Silvergate Bank, SEC enforcement actions against Coinbase, Inc. and Binance Holdings Ltd., the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by Nevada’s Department of Business and Industry, and the filing and subsequent settlement of a civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and former partner Gemini Trust Company, have highlighted the counterparty risks applicable to owning and transacting in digital assets. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of digital assets, limit the availability to SEALSQ of financing collateralized by digital assets, or create or expose additional counterparty risks. Any loss associated with such insolvency proceedings is unlikely to be covered by any insurance coverage SEALSQ may maintain related to digital asset holdings it may have. Even if SEALSQ is able to prevent any digital assets it may hold from being considered the property of a custodian’s bankruptcy estate as part of an insolvency proceeding, it is possible that it would still be delayed or may otherwise experience difficulty in accessing any digital assets it may hold with the affected custodian during the pendency of the insolvency proceedings. Any such outcome could have a material adverse effect on its financial condition and the market price of its ordinary shares (and, potentially, the market price of WISeKey BVI Shares).

A temporary or permanent blockchain “fork” to its digital assets could adversely affect SEALSQ’s business.

Blockchain protocols, including Bitcoin, Ethereum and the Hedera network, are open source. Any user can propose modifications to the protocol software. If a substantial majority of participants — such as miners in proof-of-work systems or validators in proof-of-stake systems — agree to adopt a proposed change, the modification may be implemented, allowing the protocol to evolve without disrupting network functionality. However, if less than a substantial majority of users and miners consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would be what is known as a “fork”, i.e., “split” of the impacted blockchain protocol network and respective blockchain, with one prong running the pre-modified software and the other running the modified software. The effect of such a fork would be the existence of two parallel versions of the Bitcoin or other blockchain protocol network, as applicable, running simultaneously, but with each split network’s digital asset lacking interchangeability. A “hard fork”–where there is disagreement among the users about the rules of the network — can have a significant negative impact on value of the digital asset.

The Bitcoin network has been subject to “forks” that resulted in the creation of new networks, including Bitcoin cash ABC, Bitcoin cash SV, Bitcoin diamond, Bitcoin gold and others. Some of these forks have caused fragmentation among platforms as to the correct naming convention for forked crypto assets. Due to the lack of a central registry or rulemaking body, no single entity has the ability to dictate the nomenclature of forked digital assets, causing disagreements and a lack of uniformity among platforms on the nomenclature of forked digital assets, and which results in further confusion to customers as to the nature of assets they hold on platforms, and which can negatively impact the value of the digital assets. In addition, several of these forks were contentious and as a result, participants in certain communities may harbor ill will towards other communities. As a result, certain community members may take actions that adversely impact the use, adoption, and price of Bitcoin, or any of their forked alternatives.

Furthermore, when the Ethereum and Ethereum Classic networks split in July 2016, replay attacks, in which transactions from one network were rebroadcast on the other network to achieve “double-spending,” plagued platforms that traded Ethereum through at least October 2016, resulting in significant losses to some crypto asset platforms. Similar replay attacks occurred in connection with the Bitcoin cash and Bitcoin cash SV network split in November 2018. Another possible result of a hard fork is an inherent decrease in the level of security due to the splitting of some mining power across networks, making it easier for a malicious actor to exceed 50% of the mining power of that network, thereby making digital assets that rely on proof-of-work more susceptible to attack, as has occurred with Ethereum Classic.

SEALSQ intends to recognize forked and airdropped assets consistent with its custodians’ practices and policies. SEALSQ may not immediately or ever have the ability to withdraw a forked or airdropped Bitcoin, Ethereum or other digital assets that is received or created with respect to Bitcoin, Ethereum and/or other digital assets that it holds with SEALSQ’s custodians. Future forks may occur at any time. A fork can lead to a disruption of networks and SEALSQ’s information technology systems, cybersecurity attacks, replay attacks, or security weaknesses, any of which can further lead to temporary or even permanent loss of assets.

The due diligence procedures conducted by SEALSQ and its liquidity provider to mitigate transaction risk may fail to prevent transactions with a sanctioned entity.

SEALSQ plans to execute trades through liquidity providers, and will rely on these third parties to implement controls and procedures to mitigate the risk of transacting with sanctioned entities. While SEALSQ expects such third-party service providers to conduct their business in compliance with applicable laws and regulations and in accordance with its contractual arrangements, there is no guarantee that they will do so. Accordingly, SEALSQ may be exposed to risk that its due diligence procedures may fail. If SEALSQ is found to have transacted in digital assets with bad actors that have used digital assets to launder money or with persons subject to sanctions, it may be subject to regulatory proceedings, or digital asset may be subject to freezing or forfeiture and any further transactions or dealings in digital assets by SEALSQ may be restricted or prohibited.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On August 4, 2025, WISeKey International Holding Ltd (“WISeKey CH” or the “Company”), through its subsidiary, SEALSQ Corp (“SEALSQ”) completed its acquisition of 100% of the share capital of IC’Alps SAS (“IC’Alps”), an Application-Specific Integrated Circuit (“ASIC”) design and supply specialist based in Grenoble, France (the “Transaction”).

The following unaudited pro forma condensed combined financial information (“Pro Forma Financial Information”) gives effect to the completion of the Transaction. The unaudited pro forma balance sheet as of December 31, 2025 gives effect to the Transaction as of August 4, 2025. The unaudited pro forma condensed combined statement of comprehensive income for the years ended December 31, 2025 and December 31, 2024, gives effect to the Transaction as if it had been completed on January 1, 2024.

The Transaction was accounted for as a business combination between WISeKey CH and IC’Alps, using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Codification Topic 805, Business Combinations (“Topic 805”). The Company is the acquiring entity for accounting purposes and, accordingly, the IC’Alps’ assets acquired and liabilities assumed have been adjusted based on fair value at completion of the Transaction on August 4, 2025. The excess of the purchase price over the fair value of identified assets acquired and liabilities assumed was recognized as goodwill.

The Pro Forma Financial Information is based on the historical financial statements of WISeKey CH and IC’Alps and has been prepared to reflect the completion of the Transaction. The pro forma adjustments related to the Transaction include the impact of fair value adjustments on the completion date of the Transaction on August 4, 2025, on the underlying assets and liabilities of IC’Alps as described in Note 2 — Purchase price allocation.

Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements.

The unaudited pro forma adjustments are based upon the best available information and certain assumptions that WISeKey CH believes to be reasonable.

The Pro Forma Financial Information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations of the combined company. Future results may vary significantly from the results reflected due to various factors

The Pro Forma Financial Information is presented in thousands of U.S. dollars and has been prepared on the basis of U.S. GAAP and WISeKey CH’s accounting policies. The Pro Forma Financial Information does not reflect adjustments for liabilities or related costs of any integration and similar activities, or benefits, including potential synergies that may be derived in future periods, from the Transaction.

The Pro Forma Financial Information should be read in conjunction with:

•        The audited consolidated financial statements and related notes of WISeKey CH as of and for the year ended December 31, 2024;

•        The audited consolidated financial statements and related notes of WISeKey CH as of and for the year ended December 31, 2025;

•        The audited financial statements and related notes of IC’Alps as of and for the year ended December 31, 2024, which are included elsewhere in this filing; and

•        The audited financial statements and related notes of IC’Alps as of and for the year ended December 31, 2025, which are included elsewhere in this filing.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)

As of December 31, 2025

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF COMPREHENSIVE LOSS

For the year ended December 31, 2025

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF COMPREHENSIVE LOSS — (Continued)

For the year ended December 31, 2025