6-K
SEALSQ Corp (LAES)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
WASHINGTON, DC20549
FORM 6-K
Report of Foreign PrivateIssuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Actof 1934
For the month of May 2025
Commission FileNumber: 001-41709
SEALSQCORP
(Exact Name ofRegistrant as Specified in Charter)
N/A
(Translationof Registrant’s name into English)
| British Virgin Islands | Avenue Louis-Casaï 58<br><br> <br>1216 Cointrin,Switzerland | Not Applicable |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Address of principal executive office) | (I.R.S. Employer Identification No.) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
This Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 of the Company (File No. 333- 286098) and into the base prospectus and any prospectus supplement outstanding under the foregoing registration statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act, or the Exchange Act.
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 1, 2025 | SEALSQ CORP | |
|---|---|---|
| By: | /s/ Carlos Moreira | |
| Name: Carlos Moreira | ||
| Title: Chief Executive Officer | ||
| By: | /s/ John O’Hara | |
| Name: John O’Hara | ||
| Title: Chief Financial Officer |
SEALSQ Announces Agenda of its 2025 Annual GeneralMeeting of Shareholders
Geneva, Switzerland – April 30, 2025: SEALSQ Corp (“SEALSQ” or “the Company”) (NASDAQ: LAES), a company that focuses on developing and selling Semiconductors, PKI, and Post-Quantum technology hardware and software products, is pleased to announce that its 2025 Annual General Meeting (“AGM”) of Shareholders will be held on May 19, 2025, at 09:00 a.m. Eastern Standard Time. The meeting will take place in person at Studio Gather, at 45 Rockefeller Plaza, 27th Floor, New York, New York 10020.
The SEALSQ Board of Directors recommends that shareholders approve the re-election of the current seven board members (five of whom will be non-executive directors), each for a one-year term extending until the conclusion of the 2026 AGM:
| 1. | Ruma Bose (non-executive) |
|---|---|
| 2. | Cristina Dolan (non-executive) |
| --- | --- |
| 3. | David Fergusson (non-executive) |
| --- | --- |
| 4. | Joao Carlos Creus Moreira (executive) |
| --- | --- |
| 5. | John O’Hara (executive) |
| --- | --- |
| 6. | Eric Pellaton (non-executive) |
| --- | --- |
| 7. | Peter Ward (non-executive) |
| --- | --- |
The SEALSQ Board of Directors further recommends that shareholders approve the election of a new member to the company’s Board of Directors as a non-executive director, for a one-year term extending until the conclusion of the 2026 AGM:
| 1. | Hossein Rahnama (non-executive) |
|---|
The Company believes that the election and re-election of these board members will continue to provide strong leadership and guidance to drive the Company's future success.
At the AGM, the Board of Directors will provide shareholders with a comprehensive overview of SEALSQ’s recent financial and operational performance, including key financial metrics and strategic initiatives. Additionally, the Board of Directors will outline the outlook of the Company, discuss growth prospects, market trends, and strategic objectives to ensure sustained value creation for shareholders.
Shareholders as of April 25, 2025 (“the Record Date”) will be entitled to attend and vote either in-person at the AGM, or by giving electronic or written voting instructions to their independent voting rights representative. Further details about the AGM, including proxy materials, voting instructions and reply card, will be provided to shareholders listed in the share register as having voting rights as of the Record Date. With this card, shareholders may appoint a proxy or vote at the AGM.
AboutSEALSQ:
SEALSQ is a leading innovator in Post-Quantum Technology hardware and software solutions. Our technology seamlessly integrates Semiconductors, PKI (Public Key Infrastructure), and Provisioning Services, with a strategic emphasis on developing state-of-the-art Quantum Resistant Cryptography and Semiconductors designed to address the urgent security challenges posed by quantum computing. As quantum computers advance, traditional cryptographic methods like RSA and Elliptic Curve Cryptography (ECC) are increasingly vulnerable.
SEALSQ is pioneering the development of Post-Quantum Semiconductors that provide robust, future-proof protection for sensitive data across a wide range of applications, including Multi-Factor Authentication tokens, Smart Energy, Medical and Healthcare Systems, Defense, IT Network Infrastructure, Automotive, and Industrial Automation and Control Systems. By embedding Post-Quantum Cryptography into our semiconductor solutions, SEALSQ ensures that organizations stay protected against quantum threats. Our products are engineered to safeguard critical systems, enhancing resilience and security across diverse industries.
For more information on our Post-Quantum Semiconductors and security solutions, please visit www.sealsq.com.
Forward-LookingStatements
This communication expressly or implicitly contains certain forward-looking statements concerning SEALSQ Corp and its businesses. Forward-looking statements include statements regarding our business strategy, financial performance, results of operations, market data, events or developments that we expect or anticipate will occur in the future, as well as any other statements which are not historical facts. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include SEALSQ's ability to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor industry conditions; and the risks discussed in SEALSQ's filings with the SEC. Risks and uncertainties are further described in reports filed by SEALSQ with the SEC.
SEALSQ Corp is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
| SEALSQ Corp.<br><br>Carlos Moreira<br><br>Chairman & CEO<br><br>Tel: +41 22 594 3000<br><br>[email protected] | SEALSQ Investor Relations (US)<br><br> The Equity Group Inc.<br><br> Lena Cati<br><br> Tel: +1 212 836-9611<br><br> <br>[email protected] |
|---|
SEALSQ CORP (“Company”)
(Incorporated in the British VirginIslands)
Avenue Louis-Casaï 58
1216 Cointrin, Switzerland
(Address of principal executive offices)
NOTICE OF THE 2025
ANNUAL GENERAL MEETING OFSHAREHOLDERS
April 10, 2025
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Meeting”) of the shareholders of the Company will be held on May 19, 2025, at 09:00 a.m. (Eastern Standard Time), at Studio Gather – 45 Rockefeller Plaza 27th Floor New York, New York 10020. We hope you will be able to attend the Meeting.
AGENDA
At our Meeting, our shareholders will be asked:
Proposal 1: to re-elect the following seven nominees to the Company’s board of directors, each to hold office until the next annual general meeting of shareholders, or until their earlier death, resignation, or removal:
| 1. | Ruma Bose |
|---|---|
| 2. | Cristina Dolan |
| --- | --- |
| 3. | David Fergusson |
| --- | --- |
| 4. | Joao Carlos Creus Moreira |
| --- | --- |
| 5. | John O’Hara |
| --- | --- |
| 6. | Eric Pellaton |
| --- | --- |
| 7. | Peter Ward |
| --- | --- |
Proposal 2: To elect the following nominee as a new member of the Company’s Board of Directors, to hold office until the next annual general meeting of shareholders, or until his earlier death, resignation, or removal:
| 1. | Hossein Rahnama |
|---|
The Company’s management knows of no business that will be presented for consideration at the Meeting other than that stated in this Notice of Annual General Meeting.
Only shareholders of record in the books of the Company at the close of business on April 25, 2025, will be entitled to attend and vote at the Meeting, or any adjournment that may take place.
A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in their place. A proxy need not be a shareholder of the Company. A form of proxy is enclosed.
Shareholders are requested to complete, date, sign, and return the enclosed proxy form to reach the Company as promptly as possible but no later than four business days before the time for holding the Meeting or adjourned Meeting at which the proxy is to be used. The giving of such proxy will not affect your right to vote in person should you decide to attend the Meeting or adjourned meeting.
Shareholders or their proxies are responsible for their own expenses for attending the Meeting, including, but not limited to, transportation and accommodation expenses.
By: /s/ Joao Carlos Creus Moreira
Name: Joao Carlos Creus Moreira
Title: Chief Executive Officer