WISeQey Corp F-3, filed Nov 3, 2026

WISeQey Corp. (WSKEF)

F-3 2026-11-03

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Added on November 04, 2026

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British Virgin Islands		N/A
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Herman H. Raspé, Esq.		George Weston
Patterson Belknap Webb & Tyler LLP		Harney Westwood & Riegels (BVI) LP
1133 Avenue of the Americas		Craigmuir Chambers, PO Box 71,
New York, New York 10036		Road Town, Tortola,
Tel: (212) 336-2000		VG1110, British Virgin Islands
		Tel: (284) 852 4333

ABOUT THIS PROSPECTUS	ii
FREQUENTLY USED TERMS	iii
ABOUT OUR COMPANY	1
RISK FACTORS	5
CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS	61
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	65
CAPITALIZATION	79
USE OF PROCEEDS	79
DESCRIPTION OF ORDINARY SHARES	80
DESCRIPTION OF WARRANTS	98
DESCRIPTION OF SUBSCRIPTION RIGHTS	100
DESCRIPTION OF UNITS	101
TAXATION	102
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS	102
MATERIAL SWISS TAX CONSIDERATIONS	106
MATERIAL BVI TAX CONSIDERATIONS	109
SELLING SHAREHOLDERS	110
PLAN OF DISTRIBUTION	111
LEGAL MATTERS	112
EXPERTS	112
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	112
WHERE YOU CAN FIND MORE INFORMATION	113
ENFORCEABILITY OF CIVIL LIABILITIES	113
PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS	II-1

USD in thousands, except shares and per-share data	WISeKey historical		Redomiciliation adjustments			WISeQey after redomiciliation		CAC historical		Pubco historical		WISeSat / CAC adjustments			WISeQey combined pro forma		Ref.
ASSETS
Current assets
Cash and cash equivalents		488,953		(458	)		488,495		8		—		(3,284	)		485,220	RD; A, B, E, K
Restricted cash, current		6,311		—			6,311		—		—		—			6,311
Accounts receivable, net of allowance for credit losses		8,051		—			8,051		—		—		—			8,051
Inventories		2,101		—			2,101		—		—		—			2,101
Prepaid expenses		2,033		—			2,033		85		—		(6	)		2,112	K
Investment, current		2,449		—			2,449		—		—		—			2,449
Government assistance		6,613		—			6,613		—		—		—			6,613
Other current assets		1,994		—			1,994		—		—		(150	)		1,844	B
Total current assets		518,505		(458	)		518,047		93		—		(3,440	)		514,700
Non-current assets
Cash and marketable securities held in Trust Account		—		—			—		27,213		—		(27,213	)		—	B, F
Notes receivable, noncurrent		—		—			—		—		—					—
Deferred tax credits		4,492		—			4,492		—		—					4,492
Property, plant and equipment, net of accumulated depreciation		5,042		—			5,042		—		—					5,042
Intangible assets, net of accumulated amortization		30,410		—			30,410		—		—					30,410
Finance lease right-of-use assets		87		—			87		—		—					87
Operating lease right-of-use assets		5,975		—			5,975		—		—					5,975
Investments in unconsolidated affiliates		4,262		—			4,262		—		—					4,262
Investment in SAFE		7,000		—			7,000		—		—					7,000
Available-for-sale debt securities, noncurrent		128		—			128		—		—					128
Goodwill		20,012		—			20,012		—		—					20,012
Equity securities, at cost		19,194		—			19,194		—		—					19,194
Prepaid expenses, noncurrent		828		—			828		—		—		100			928	K
Other noncurrent assets		443		—			443		—		—					443
Total non-current assets		97,873		—			97,873		27,213		—		(27,113	)		97,973
Total assets		616,378		(458	)		615,920		27,306		—		(30,553	)		612,673

USD in thousands, except shares and per-share data	WISeKey historical		Redomiciliation adjustments		WISeQey after redomiciliation		CAC historical		Pubco historical		WISeSat / CAC adjustments			WISeQey combined pro forma		Ref.
LIABILITIES
Current liabilities
Accounts payable		26,966		414		27,380		—		—		(151	)		27,229	RD; E
Accounts payable and accrued expenses		—		—		—		136		—		(136	)		—	B
Notes payable		613		—		613		100		—		(100	)		613	B
Indebtedness to related parties, current		82		—		82		200		—		(200	)		82	B
Convertible note payable, current		10		—		10		—		—		—			10
Deferred revenue, current		1,079		—		1,079		—		—		—			1,079
Current portion of obligations under operating lease liabilities		683		—		683		—		—		—			683
Current portion of obligations under finance lease liabilities		35		—		35		—		—		—			35
Income tax payable		—		—		—		—		—		—			—
Other current liabilities		12,420		—		12,420		—		—		—			12,420
Due to related party - administrative expenses		—		—		—		140		—		(140	)		—	B
Total current liabilities		41,888		414		42,302		576		—		(727	)		42,151
Non-current liabilities
Bonds, mortgages and other long-term debt		724		—		724		—		—		—			724
Indebtedness to related parties, noncurrent		1,171		—		1,171		—		—		—			1,171
Deferred revenue, noncurrent		1,076		—		1,076		—		—		—			1,076
Finance lease liabilities, noncurrent		55		—		55		—		—		—			55
Operating lease liabilities, noncurrent		5,227		—		5,227		—		—		—			5,227
Employee benefit plan obligation		4,928		—		4,928		—		—		—			4,928
Deferred income tax liability		5,805		—		5,805		—		—		—			5,805
Other noncurrent liabilities		876		—		876		—		—		—			876
Total non-current liabilities		19,862		—		19,862		—		—		—			19,862
Total liabilities		61,750		414		62,164		576		—		(727	)		62,013
CAC ordinary shares subject to possible redemption		—		—		—		27,213		—		(27,213	)		—	F, G

USD in thousands, except shares and per-share data	WISeKey (Historical)			IC'Alps (Historical)			Purchase Price Allocation Adjustments			Other Pro Forma Adjustments (Note 3)			WISeQey before WISeSat / CAC			CAC (Historical)			Pubco (Historical)		Transaction Accounting Adjustments			WISeQey combined pro forma			Ref.
Net sales		19,289			3,937						(433	)		22,793			—			—		—			22,793		BB
Cost of sales		(9,545	)		(1,582	)		—						(11,127	)										(11,127	)
Depreciation of production assets		(506	)		—			—			—			(506	)		—			—		—			(506	)
Gross profit		9,238			2,355			—			(433	)		11,160			—			—		—			11,160
Other operating income		224			9			—			—			233			—			—		—			233
Research & development expenses		(14,883	)		(4,627	)					433			(19,077	)		—			—					(19,077	)	BB
Selling & marketing expenses		(14,394	)		(276	)					—			(14,670	)		—			—					(14,670	)
General & administrative expenses		(27,879	)		(1,093	)		(1,149	)		(872	)		(30,993	)		(947	)		—		(139	)		(32,079	)	AA; RD; I, K
Total operating expenses		(56,932	)		(5,987	)		(1,149	)		(439	)		(64,507	)		(947	)		—		(139	)		(65,593	)
Operating income (loss)		(47,694	)		(3,632	)		(1,149	)		(872	)		(53,347	)		(947	)		—		(139	)		(54,433	)
Non-operating income		13,423			345			—			—			13,768			—			—					13,768
Interest earned on demand deposit in Trust Account		—			—			—			—			—			2,232					(2,232	)		—		J
Interest and amortization of debt discount		(224	)		(73	)		—			—			(297	)		—			—					(297	)
Non-operating expenses		(3,716	)		(97	)		—			—			(3,813	)		—			—					(3,813	)
Net income (loss) before income tax expense		(38,211	)		(3,457	)		(1,149	)		(872	)		(43,689	)		1,285			—		(2,371	)		(44,775	)
Income tax income (expense)		163			—			287			—			450			—			—					450		AA
Equity in earnings of unconsolidated affiliates		(106	)		—			—			—			(106	)		—			—					(106	)
Net (loss) income		(38,154	)		(3,457	)		(862	)		(872	)		(43,345	)		1,285			—		(2,371	)		(44,431	)

	Fair value EUR’000		Average Useful Life in years		Annual Amortization EUR’000		2025 Annual Amortization USD’000

Customer relationships		11,175		19		588		664
Technology & Software		1,479		9		164		186
Trademark and trade names		575		9		64		72
Accreditation		1,123		3		374		423
Order backlog		1,105		2		553		624
Total acquired identifiable intangible asset		15,457				1,743		1,969

USD’000	Share capital			Treasury shares		Additional paid-in capital

Elimination of WISeKey equity		(456	)		-		456
Cancellation of WISeKey treasury stock		-			502		(502	)
		(456	)		502		(46	)

Settlement of CAC liabilities at June 30, 2026	USD
June trust balance		27,213,256.00
Final redemption payments		(27,149,912.39	)
Remaining trust funds after redemptions		63,343.61
CAC June current liabilities		576,270.00
Elimination of target note receivable / payable		(150,000.00	)
Noncash sponsor settlement		(140,000.00	)
Continental opening-accrual correction		(47,856.55	)
Trust funds applied to settlement		(63,343.61	)
Net cash settlement of opening obligations		175,069.84

Cost category	USD
Legal fees		1,022,642.38
Audit and accounting fees		125,200.34
Filing, proxy, and transfer-agent fees		160,751.81
Round-lot services		555,000.00
Total additional costs		1,863,594.53

CAC historical equity reclassified	USD
Share capital eliminated		194.00
Accumulated deficit eliminated		(483,448.00	)
Net debit to additional paid-in capital		(483,254.00	)

	British Virgin Islands	Delaware
Authorized Shares	WISeQey is authorized to issue a maximum of 105,000,000 no par value WISeQey Shares in three classes as follows: (a) up to 100,000,000 WISeQey Ordinary Shares; (b) up to 1,000,000 WISeQey Class B Shares; and (c) up to 4,000,000 WISeQey Class F Shares	All creation of shares require the board of directors to adopt a resolution or resolutions, pursuant to authority expressly vested in the board of directors by the provisions of the company’s certificate of incorporation.

	As of October 29, 2026, WISeQey has issued and outstanding 4,176,654 ordinary shares of no par value.

	British Virgin Islands	Delaware
Preferred Shares	WISeQey is not currently authorized to issue preferred shares. However, subject to the Memorandum, the BVI Companies Act and the rules of Nasdaq, the directors may allot and issue shares with or without preferred, deferred or other rights or restrictions, whether in regard to dividends or other distributions, voting, return of capital or otherwise, and the Memorandum may be amended (including by Resolution of Directors, subject to certain reserved matters) to create additional classes of shares. Any such action that varies the rights of an existing class requires the consent of that class as described under “Variation of Rights.”	Delaware permits broad flexibility in creating preferred stock. If the certificate of incorporation authorizes the issuance of “blank check” preferred shares, the board may fix the number of shares and all terms (preferences, special rights and restrictions in connection with dividends payments, voting powers, stock conversion and redemption, liquidation of assets, etc.) by resolution and file a certificate of designations.

Variation of Rights	The rights conferred upon the holders of the Shares of any class may only be varied, whether or not WISeQey is in liquidation, with the consent in writing of the holders of a majority of the issued Shares of that class or by a resolution approved at a duly convened and constituted meeting of the Shares of that class by the affirmative vote of a majority of the votes of the Shares of that class which were present at the meeting and were voted.	Changes to stock terms generally require a charter amendment approved by the board and stockholders. A separate class vote is required if an amendment would adversely affect the powers, preferences, or special rights of a class (and, if applicable, of a series, if so provided).

	British Virgin Islands	Delaware
Number of Directors	The BVI Companies Act provides for a minimum of one director. The WISeQey Articles provide for a minimum of two directors and a maximum of fourteen directors. These limits may be changed by amendment of the WISeQey Articles, which may be effected by Resolution of Shareholders or by Resolution of Directors. Within these limits, the directors may appoint additional directors from time to time.	DGCL provides for a minimum of one director. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate.

Term of Office of Directors	Under the WISeQey Articles, directors are subject to re-election at each annual general meeting, unless they previously are removed from office or resign. Any director who stands for re-election at an annual general meeting but whose election is not approved by an ordinary resolution of shareholders at that meeting, will retire at the end of the meeting. WISeQey’s directors will serve until the next annual general meeting of WISeQey.	Under the DGCL, the board of directors of a corporation shall consist of 1 or more members. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate. The certificate of incorporation or bylaws may prescribe other qualifications for directors. The default term is until the next annual meeting and until successors are elected. Corporations may classify the board into staggered terms if provided in the charter or bylaws as permitted.

Election of Directors	Directors are elected on an annual basis by resolution of shareholders at the annual general meeting. Directors are elected by a majority of the votes cast at any meeting of shareholders; provided, however, that if the number of persons properly nominated to serve as directors exceeds the number of directors to be elected, the directors shall instead be elected by a plurality of the votes cast.	Unless directors are elected by written consent in lieu of an annual meeting, directors are elected in an annual meeting of stockholders on a date and at a time designated by or in the manner provided in the bylaws. Re-election is possible. Classified boards are permitted.

	British Virgin Islands	Delaware
	Each director holds office until the next annual general meeting, except in the event of the earlier death, resignation or removal. Each director then in office shall resign at each annual general meeting with effect from the end of such meeting. Directors that have previously served on the board may be re-elected. The minimum number of directors is two and the maximum number is fourteen. A director may be removed from office with or without cause by resolution of shareholders passed at a meeting of shareholders called for the purpose of removing the director, or by a written resolution passed by at least 75% of the votes of the shares entitled to vote. A director may also be removed with cause by resolution of directors. The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors.

Board Vacancies	The WISeQey Articles provide that the directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office. A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office. The continuing directors may act notwithstanding any vacancy in their body.	Vacancies and newly created directorships may be filled by a majority of the remaining directors (even if less than a quorum), by a sole remaining director, or as provided in the charter/bylaws. If directors are divided into classes, vacancies may be filled by the board, if provided in the certificate of incorporation, or elected by the corresponding holders of such class/series of stock.

	British Virgin Islands	Delaware
Resignation, Removal and Disqualification of Directors	A director may be removed from office: (a) with or without cause, by Resolution of Shareholders passed at a meeting of Shareholders called for the purpose of removing the director or for purposes including the removal of the director, or by a written resolution passed by at least 75% of the votes of the Shares of WISeQey entitled to vote; or (b) with cause, by Resolution of Directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director. A director may resign his office by giving written notice of his resignation to WISeQey and the resignation has effect from the date the notice is received by WISeQey or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act.	A director may resign at any time by notice. Stockholders may remove directors with or without cause, except: (i) if the board is classified, removal is only for cause unless the charter provides otherwise; and (ii) if directors are elected by a class/series or cumulative voting, special rules apply. Qualifications may be set in the charter/bylaws.

Quorum for Board and Committee Meetings	A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, subject to a minimum of two. The meetings and proceedings of each committee of directors consisting of two or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee. The M&A does not include the provision regarding committees of one or two members having a quorum of one.	By default, a quorum for the board is a majority of the total number of directors. The certificate of incorporation or bylaws may require a greater number. Unless the certificate provides otherwise, the bylaws may set a lower quorum, but never less than one-third of the total number of directors. The same applies for committees.

	British Virgin Islands	Delaware
Extraordinary General Meeting of the Directors	This concept does not exist under the BVI Companies Act and has not been provided for in the WISeQey Articles.	Under DGCL, an EGM, called a special meeting of stockholders, may be called by the board of directors or by any person(s) authorized in the certificate of incorporation or bylaws.

Board Committees	The directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee. The directors have no power to delegate to a committee of directors any of the Proscribed Powers (which include the power to amend the Memorandum or Articles, designate committees of directors, appoint or remove directors, approve a plan of merger, consolidation or arrangement, and make a declaration of solvency or approve a liquidation plan). The meetings and proceedings of each committee of directors consisting of two or more directors shall be governed mutatis mutandis by the provisions of the WISeQey Articles regulating the proceedings of directors.	The board of directors may, by resolution passed by a majority of the whole board, designate 1 or more committees, each committee to consist of 1 or more of the directors of the corporation. The board may designate 1 or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

Notice of Meetings of Shareholders	The director convening a meeting shall give not less than 20 days’ notice of a meeting of Shareholders to: (a) those Shareholders whose names on the date the notice is given appear as Shareholders in the register of members of WISeQey and are entitled to vote at the meeting; and (b) the other directors.	Under DGCL, notice of a stockholders’ meeting must be given not less than 10 nor more than 60 days before the meeting date to each stockholder entitled to vote as of the notice record date.

	The notice shall indicate the items on the agenda of the meeting and provide together therewith other relevant documents for the meeting, such as any documents to be considered, the meeting admission card (if any) and the proxy card (if any).

Record Date for Meetings of Shareholders	The director convening a meeting of Shareholders may fix as the record date for determining those Shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.	The board may fix a record date for determining stockholders entitled to notice/vote at meetings, which must be not less than 10 nor more than 60 days before the meeting. If not fixed, the default is the close of business on the day before notice is given (or, if notice is waived, at the close of business on the day before the meeting).

Extraordinary Shareholder Meetings	The directors, acting collectively by Resolution of Directors of WISeQey, may convene meetings of the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable. Upon the written request of Shareholders entitled to exercise 5% or more of the voting rights in respect of the matter for which the meeting is requested, the directors shall convene a meeting of Shareholders.	Special meetings may be called by the board or by persons authorized by the charter or bylaws. Stockholders do not have a statutory right to call special meetings absent authorization in governing documents.

	British Virgin Islands	Delaware
Advance Notice Provisions	The directors, acting collectively by Resolution of Directors, may convene meetings of the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable. Upon the written request of Shareholders entitled to exercise 5% or more of the voting rights in respect of the matter for which the meeting is requested, the directors shall convene a meeting of Shareholders. The director convening a meeting shall give not less than 20 days’ notice of a meeting of Shareholders to: (a) those Shareholders whose names on the date the notice is given appear as Shareholders in the register of members of WISeQey and are entitled to vote at the meeting; and (b) the other directors, and indicate in such notice the items on the agenda of the meeting and provide together therewith other relevant documents for the meeting. At every meeting of Shareholders, the chairman of the board of directors shall preside as chairman of the meeting. If there is no chairman of the board of directors or if that chairman is not present at the meeting, the Shareholders present shall choose one of their number to be the chairman.	The DGCL permits bylaws to regulate the business and affairs of the corporation, including advance notice for director nominations. Proxy access and proxy reimbursement bylaws provisions are expressly authorized.

Supermajority Vote	BVI law does not impose statutory “special resolution” requirements.	The charter and, to a lesser extent, bylaws may impose supermajority requirements for stockholder or board action, including for charter amendments and mergers, beyond DGCL minimums.

	British Virgin Islands	Delaware
Amendment to Articles of Association	WISeQey may amend the WISeQey Articles by Resolution of Shareholders or by Resolution of Directors, save that no amendment may be made by Resolution of Directors: (a) to restrict the rights or powers of the Shareholders to amend this Memorandum or the Articles; (b) to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend this Memorandum or the Articles; (c) in circumstances where this Memorandum or the Articles cannot be amended by the Shareholders; or (d) to Clause 8 of the WISeQey Articles.	Charter amendments generally require board approval and stockholder adoption. A separate class vote is required if the amendment adversely affects a class’s powers, preferences, or special rights or increases/decreases authorized shares of that class.

Voting Rights	The rights conferred upon the holders of the Shares of any class may only be varied, whether or not WISeQey is in liquidation, with the consent in writing of the holders of a majority of the issued Shares of that class or by a resolution approved at a duly convened and constituted meeting of the Shares of that class by the affirmative vote of a majority of the votes of the Shares of that class which were present at the meeting and were voted.	Unless otherwise provided in the certificate of incorporation and subject to the DGCL, each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation provides for it.

Anti-Takeover Provisions	The WISeQey Articles do not contain any provisions similar to Section 203 of the Delaware General Corporation Law.	Delaware provides statutory and structural defenses, most notably the business combination statute restricting transactions with interested stockholders for 3 years unless conditions are met; other defenses include staggered boards, blank check preferred shares, supermajority votes, limits on special meetings or written consent, and advance notice bylaws.

Limitation of Liability and Indemnification	Subject to certain limitations, WISeQey shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who: (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of WISeQey; or (b) is or was, at the request of WISeQey, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. The indemnity only applies if the person acted honestly and in good faith with a view to the best interests of WISeQey and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.	The Delaware General Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of directors (but not other controlling persons) of the corporation for monetary damages for breach of a fiduciary duty as a director, except no provision in the certificate of incorporation may eliminate or limit the liability of a director for: ● any breach of a director’s duty of loyalty to the corporation or its shareholders; ● acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; ● statutory liability for unlawful payment of dividends or unlawful stock purchase or redemption; or ● any transaction from which the director derived an improper personal benefit.

	In connection with the Redomicile Merger, WISeQey and one or more of its subsidiaries have entered into indemnification agreements with those directors and officers who had indemnity agreements with WISeKey CH, upon terms substantially similar to the WISeKey CH agreements to the extent permitted by BVI law.

	The limitation of liability and indemnification provisions described above may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against WISeQey’s directors and officers, even though such an action, if successful, might otherwise benefit WISeQey and its shareholders. However, these provisions will not limit or eliminate WISeQey’s rights, or those of any shareholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under U.S. federal securities laws.

Shareholder Action by Written Consent	The WISeQey Articles permit resolutions of shareholders to be passed in writing by a majority.	A Delaware corporation may, in its certificate of incorporation, eliminate the right of shareholders to act by written consent.

Dissenters’ Rights	Shareholders of a BVI company do have dissenters’ or appraisal rights in certain circumstances under section 179 of the BVI Companies Act. For example, if there is a merger, consolidation, disposition or redemption of shares.	Under the Delaware General Corporation Law, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction.

		The Delaware General Corporation Law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of each class of capital stock without a vote by the shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.

Qualification of Proxy	WISeQey Articles do not limit who may be appointed as a proxy and specifically provide that a shareholder may appoint a proxy who is not a shareholder.	Stockholders may vote by proxy; proxies are generally revocable and valid for up to 3 years unless a longer period is expressly provided. A proxy is irrevocable only if it states it is irrevocable and is coupled with an interest. Electronic transmission is permitted.

Liquidation	Liquidation rights are subject to the rights attaching to the relevant class of shares as set out in the WISeQey Articles	Unless the board of directors of a Delaware corporation approves the proposal to dissolve, dissolution must be approved by shareholders holding 100.0% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.

1.1*		Form of Underwriting Agreement
3.1		Amended and Restated Memorandum and Articles of Association of WISeQey Corp., dated September 30, 2026 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K12B filed with the SEC on October 2, 2026)
4.1*		Form of Warrant Agreement
4.2*		Form of Unit Agreement
4.3*		Form of Subscription Right Agreement
5.1**		Opinion of Harney Westwood & Riegels (BVI) LP regarding the validity of securities being registered
23.1**		Consent of BDO Ltd, an independent public accounting firm
23.2**		Consent of Harney Westwood & Riegels (BVI) LP (included in Exhibit 5.1)
24		Power of Attorney (included on the signature page hereto)
107**		Filing Fee table

	WISeQey Corp. (Registrant)

	By:	/s/ John O’Hara
	Name:	John O’Hara
	Title:	Chief Financial Officer

	By:	/s/ Carlos Moreira
	Name:	Carlos Moreira
	Title:	Chief Executive Officer

Signature		Title

/s/ Carlos Moreira		Chief Executive Officer and Director
Carlos Moreira		(Principal Executive Officer)

/s/ John O’Hara		Chief Financial Officer and Director
John O’Hara		(Principal Financial Officer and Principal Accounting Officer)

/s/ Philippe Doubre
Philippe Doubre		Director

/s/ David Fergusson
David Fergusson		Director

/s/ Andrew Forson
Andrew Forson		Director

/s/ Jean-Philippe Ladisa
Jean-Philippe Ladisa		Director

/s/ Philippe Monnier
Philippe Monnier		Director

/s/ Peter Ward
Peter Ward		Director

Authorized U.S. Representative Cogency Global Inc.

By:	/s/ Colleen A. De Vries
Name:	Colleen A. De Vries
Title:	Senior Vice-President on behalf of Cogency

/s/ Nigel Le Masurier		/s/ Thomas de Ferrars
Nigel Le Masurier		ppa. Thomas de Ferrars