SEALSQ Corp 6-K, filed Dec 20, 2023
SEALSQ Corp (LAES)
About this 6-K
SEALSQ Corp filed this 6-K on December 20, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
Date of report: December 20, 2023
Commission File Number: 001-41709
SEALSQ CORP
(Exact Name of Registrant as Specified in Charter)
N/A
(Translation of Registrant’s name into English)
| British Virgin Islands |
Avenue Louis-Casaï 58 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
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Exhibit No. |
Description of Exhibits |
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1.1
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Written resolutions of the shareholders of SEALSQ Corp dated as of December 8, 2023.
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1.2
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2
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: December 20, 2023 |
SEALSQ CORP |
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| By: | /s/ Carlos Moreira | |
| Name: Carlos Moreira | ||
| Title: Chief Executive Officer | ||
| By: | /s/ Peter Ward | |
| Name: Peter Ward | ||
| Title: Chief Financial Officer | ||
SEALSQ CORP. (Company)
Written Resolutions of the shareholders of the Company
dated as of 8 December 2023
First Amendment of the Memorandum and Articles of Association
WHEREAS, the Company would like to amend its memorandum and articles of association (M&A) to allow for its first Annual General Meeting to be aligned with Nasdaq General Market requirements and the production of its annual accounts.
WHEREAS, the Company proposes that the text of Regulation 6.2 of the M&A be hereby amended and restated to read in its entirety as follows (the Amendment):
“The Directors shall call at least one meeting per year and shall designate such meeting as the Annual General Meeting. The first Annual General Meeting shall be called within 12 months of the listing of the Company, on the Nasdaq Global Market, and there after shall be called once a calendar year. All other meetings shall be regarded as General Meetings.”
IT IS RESOLVED that the undersigned, representing a majority of the votes of the shares of the Company entitled to vote on such resolution, adopt the following written resolutions:
1. in accordance with section 12 of the BVI Business Companies Act 2004 (Act) and Clause 9 of the M&A, the First Amendment be adopted; and
2. in accordance with section 13 of the Act, the registered agent of the Company be and is hereby authorised and directed to file a Form R201 electronically via the BVI VIRRGIN system together with a certified extract of these resolutions with the BVI Registrar of Corporate Affairs, together with any other notices as required pursuant to the laws of the British Virgin Islands.
3. in accordance with Regulation 6.23 of the Company’s M&A a copy of this resolution be provided forthwith to all shareholders.
Executed as of the date first written above
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/s/ Joao Carlos Creus Moreira
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/s/ Peter ward
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Joao Carlos Creus Moreira Acting for and on behalf of WISeKey International Holding Ltd
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Peter Ward Acting for and on behalf of WISeKey International Holding Ltd
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AMENDMENT TO THE
MEMORANDUM AND ARTICLES OF ASSOCIATION OF
SEALSQ CORP.
ADOPTED BY WRITTEN RESOLUTION ON 8 DECEMBER 2023
SEALSQ Corp., a BVI business company limited by shares with registration number 2095496 and listed on the Nasdaq General Market with ticker LAES (the Company), does hereby certify as follows:
| 1. | The Company’s current memorandum and articles of association were adopted on 15 March 2023 (the M&A). |
| 2. | This amendment amends the M&A (the Amendment). |
| 3. | This Amendment was duly adopted by written resolution of the shareholders of the Company, in the form attached, (the Resolution), being a resolution consented to in writing by a majority of the votes of the shares of the Company entitled to vote on such resolution. |
| 4. | The text of Regulation 6.2 of the M&A is hereby amended and restated to read in its entirety as follows: |
“The Directors shall call at least one meeting per year and shall designate such meeting as the Annual General Meeting. The first Annual General Meeting shall be called within 12 months of the listing of the Company, on the Nasdaq Global Market, and there after once a calendar year. All other meetings shall be regarded as General Meetings.”
IN WITNESS WHEREOF, the Company has caused this First Amendment to the M&A to be duly executed in its name and on its behalf by two authorised officers.
| SEALSQ Corp. | ||
| By: | /s/ Joao Carlos Creus Moreira | |
| Name: | Joao Carlos Creus Moreira | |
| Title: | CEO | |
| SEALSQ Corp. | ||
| By: | /s/ Peter Ward | |
| Name: | Peter Ward | |
| Title: | Chair | |