| Related parties disclosure |
Note 41.
Related parties disclosure
Subsidiaries
As of June 30, 2026, the condensed consolidated
financial statements of the Group include the entities listed in the following table:
| Group Company Name | | Country of incorporation | | Year of incorporation | | | Share Capital | | % ownership as of June 30, 2026 | | | % ownership as of December 31, 2025 | | | Nature of business | | SEALSQ France SAS | | France | | | 2010 | | | EUR 1,473,162 | | | 100 | % | | | 100 | % | | Chip manufacturing, sales & distribution | | SEALSQ Japan KK | | Japan | | | 2017 | | | JPY 1,000,000 | | | 100 | % | | | 100 | % | | Sales & distribution | | SEALSQ France Taiwan Branch | | Taiwan | | | 2017 | | | TWD 100,000 | | | 100 | % | | | 100 | % | | Sales & distribution | | SEALSQ USA Ltd | | U.S.A. | | | 2024 | | | Nil | | | 100 | % | | | 100 | % | | Sales & distribution | | IC’Alps SAS | | France | | | 2018 | | | EUR 1,100,000 | | | 100 | % | | | 100 | % | | Custom ASIC design services | | Miraex SA | | Switzerland | | | 2019 | | | CHF 904,536 | | | 100 | % | | | - | | | Photonic integrated circuit (PIC) platform | | Wecan Group SA | | Switzerland | | | 2017 | | | CHF 304,911 | | | 55.52 | % | | | 31.87 | % | | Blockchain solutions for data quality and compliance in the financial sector | Unconsolidated affiliates
As per the table below, as of June 30, 2026, the
Group holds two equity investments in an unconsolidated affiliate over which it exercises significant influence, but which are not consolidated
because the Group does not control the entities. As detailed in Notes 21 and 22, these investments are accounted for under the equity
method of accounting in accordance with ASC 323.
| Company Name | | % ownership as of June 30, 2026 | | | % ownership as of December 31, 2025 | | | Nature of relationship | | Quantix Edge Security S.L. | | | 5.00 | % | | | 5.00 | % | | Equity method investment | | WISeSat.Space Corp | | | 8.08 | % | | | 8.08 | % | | Equity method investment |
Related party transactions and balances
| | |
| |
Receivables as of | | |
Payables as of | | |
Net expenses to | | |
Net income from | |
| | |
| |
June 30, | | |
December 31, | | |
June 30, | | |
December 31, | | |
in the six months ended June 30, | | |
in the six months ended June 30, | |
| | |
Related Parties
(in USD’000) | |
2026 (unaudited) | | |
2025 | | |
2026 (unaudited) | | |
2025 | | |
2026 (unaudited) | | |
2025 (unaudited) | | |
2026 (unaudited) | | |
2025 (unaudited) | |
| 1 | |
Carlos Moreira | |
| - | | |
| - | | |
| - | | |
| 614 | | |
| - | | |
| - | | |
| - | | |
| - | |
| 2 | |
John O’Hara | |
| - | | |
| - | | |
| 5 | | |
| 4 | | |
| - | | |
| - | | |
| - | | |
| - | |
| 3 | |
Ruma Bose | |
| - | | |
| - | | |
| - | | |
| - | | |
| 47 | | |
| 125 | | |
| - | | |
| - | |
| 4 | |
Cristina Dolan | |
| - | | |
| - | | |
| - | | |
| - | | |
| 47 | | |
| 136 | | |
| - | | |
| - | |
| 5 | |
David Fergusson | |
| - | | |
| - | | |
| - | | |
| 14 | | |
| 47 | | |
| 108 | | |
| - | | |
| - | |
| 6 | |
Eric Pellaton | |
| - | | |
| - | | |
| - | | |
| - | | |
| 47 | | |
| 124 | | |
| - | | |
| - | |
| 7 | |
Peter Ward | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,472 | | |
| - | | |
| - | |
| 8 | |
Danil Kerimi | |
| | | |
| - | | |
| | | |
| - | | |
| - | | |
| 27 | | |
| - | | |
| - | |
| 9 | |
Hossein Rahnama | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 12 | | |
| - | | |
| - | |
| 10 | |
Antoine Kohler | |
| - | | |
| - | | |
| 5 | | |
| - | | |
| 5 | | |
| - | | |
| - | | |
| - | |
| 11 | |
WISeKey International Holding AG | |
| 14,063 | | |
| 8,107 | | |
| 1,232 | | |
| 1,563 | | |
| 1,136 | | |
| 500 | | |
| 1,326 | | |
| 1,662 | |
| 12 | |
WISeKey SA | |
| 132 | | |
| 81 | | |
| 256 | | |
| 270 | | |
| 191 | | |
| 495 | | |
| - | | |
| - | |
| 13 | |
WISeSat. Space AG | |
| 4 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| 14 | |
WISeCoin AG | |
| - | | |
| - | | |
| 340 | | |
| 347 | | |
| 4 | | |
| 10 | | |
| - | | |
| - | |
| 15 | |
Wecan Group SA | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 63 | | |
| - | |
| 16 | |
SEALCOIN AG | |
| 557 | | |
| 468 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 106 | | |
| 80 | |
| 17 | |
Quantix Edge Security SL | |
| 752 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 753 | | |
| - | |
| 18 | |
Quobly SAS | |
| 1,164 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| 19 | |
Related parties of Carlos Moreira | |
| - | | |
| - | | |
| 139 | | |
| - | | |
| 401 | | |
| - | | |
| - | | |
| - | |
| | |
Total | |
| 16,672 | | |
| 8,656 | | |
| 1,977 | | |
| 2,812 | | |
| 1,925 | | |
| 3,009 | | |
| 2,248 | | |
| 1,742 | |
| 1. | Carlos Moreira is a member of the Board and the CEO of SEALSQ
Corp. |
| 2. | John O’Hara is a member of the Board and the CFO of SEALSQ
Corp. A short-term payable to John O’Hara in an amount of USD 4,680 was outstanding as of June 30, 2026, in relation to a tax refund. |
| 3. | Ruma Bose is a member of the board of directors of SEALSQ Corp.
The expenses recorded in the income statement in the six months ended June 30, 2026, relate to her Board fee. |
| 4. | Cristina Dolan is a member of the board of directors of SEALSQ
Corp. The expenses recorded in the income statement in the six months ended June 30, 2026, relate to her Board fee. |
| 5. | David Fergusson is a member of the board of directors of SEALSQ
Corp. The expenses recorded in the income statement in the six months ended June 30, 2026, relate to his Board fee. |
| 6. | Eric Pellaton is a member of the board of directors of SEALSQ
Corp. The expenses recorded in the income statement in the six months ended relate to his Board fee. |
| 7. | Peter Ward is a member of the board of directors of SEALSQ Corp
and was the CFO of the Group until January 2024. |
| 8. | Danil Kerimi is a former member of the board of directors of
SEALSQ Corp. |
| 9. | Hossein Rahnama is a member of the board of directors of SEALSQ
Corp. |
| 10. | Antoine Kohler is a member of the board of directors of Wecan
Group SA, subsidiary of the SEALSQ Group. The expenses recorded in the income statement in the six months ended, and the payable balance
as of June 30, 2026, relate to his Board fee. |
| 11. | WISeKey International Holding AG has a controlling interest
in the SEALSQ Group. WISeKey and its affiliates provide financing and management services, including, but not limited to, sales and marketing,
accounting, taxation, business and strategy consulting, marketing, risk management and information technology. These services are centrally
recharged by WISeKey International Holding AG. The expenses in relation to WISeKey International Holding AG recorded in the income
statement in the six months to June 30, 2026, and the payable balance as of June 30, 2026, relate to interest and the recharge of management
services. |
SEALSQ provides financing and management services,
including, but not limited to, sales and marketing, accounting, finance, legal, taxation, business and strategy consulting, public relations,
marketing, risk management and information technology and general management. The income in relation to WISeKey International Holding
AG recorded in the income statement in the six months to June 30, 2026, relates to the recharge of management services and the receivable
balance as of June 30, 2026, relates to the transfer of the pension liability for employees transferred from WISeKey to SEALSQ, the recharge
of management services and advances.
| 12. | WISeKey SA is part of the group headed by WISeKey International
Holding AG (the “WISeKey Group”) and employs supporting staff who work for the SEALSQ Group. The expenses in relation
to WISeKey SA recorded in the income statement in the six months to June 30, 2026, and the payable balance as of June 30, 2026,
relates to the recharge of employee costs and management services. The payable balance as of June 30, 2026, relates to the transfer of
the pension liability for employees transferred from WISeKey SA to SEALSQ, the recharge of management services. |
| 13. | WISeSat.Space AG is part of the WISeKey Group. The receivable
balance in relation to WISeSat.Space AG as of June 30, 2026, relate to the transfer of electronic equipment. |
| 14. | WISeCoin AG is part of the WISeKey Group. The expenses in relation
to WISeCoin AG recorded in the income statement in the six months ended June 30, 2026, and the payable balance as of, June 30, 2026,
relates to the outstanding loan and accrued interest. |
| 15. | Wecan Group SA became a consolidated subsidiary of SEALSQ Corp
on June 1, 2026. The income recognized during the five months ended May 31, 2026 relates to services provided to SEALSQ under the token
services agreement dated June 28, 2025, which was satisfied on May 31, 2026. |
| 16. | SEALCOIN AG is part of the WISeKey Group. The income in relation
to SEALCOIN AG recorded in the income statement in the six months ended, and the receivable balance as of June 30, 2026, relates to services
provided by SEALSQ. |
| 17. | Quantix Edge Security S.L. is an equity method investee of the
SEALSQ Group. The income recognized during the six months ended June 30, 2026, and the receivable balance as of June 30, 2026, relate
to services provided by SEALSQ to Quantix under a statement of work. |
| 18. | Quobly is an unconsolidated related party affiliate of the SEALSQ
Group. The receivable balance as of June 30, 2026, relates to a EUR 1.0 million contractual prepayment due under the Joint Cooperation
Agreement for future services. The corresponding credit amount was recorded as a contract liability and will be recognized as revenue
as the related services are provided under applicable statements of work. See Note 23 for details. |
| 19. | Three immediate family members of Carlos Moreira were employed
by SEALSQ Corp in 2026. In line with ASC 850-10-50-5, transactions involving related parties cannot be presumed to be carried out
on an arm’s length basis. The aggregate employment remuneration of these three immediate family members amounted to CHF 315,049
(USD 400,780) recorded in the income statement in the six months ended June 30, 2026. As of June 30, 2026, the payable balance
due to these related parties was CHF 112,582 (USD 139,051) mostly related to a bonus accrual. |
|