WISeQey Corp 6-K, filed Apr 13, 2023
WISeQey Corp. (WSKEF)
About this 6-K
WISeQey Corp filed this 6-K on April 13, 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: April 13, 2023
Commission File Number: 001-39115
WISEKEY INTERNATIONAL HOLDING AG
(Exact Name of Registrant as Specified in Charter)
WISEKEY INTERNATIONAL HOLDING LTD
(Translation of Registrant’s name into English)
|
Canton of Zug, Switzerland
|
General-Guisan-Strasse 6 CH-6300 Zug, 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
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: April 13, 2023 |
wisekey international holding ag | ||
| By: | /s/ Carlos Moreira | ||
| Name: | Carlos Moreira | ||
| Title: | Chief Executive Officer | ||
| By: | /s/ Peter Ward | ||
| Name: | Peter Ward | ||
| Title: | Chief Financial Officer | ||
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Invitation to the Extraordinary
General Meeting
of
WISeKey International Holding Ltd
Thursday, April 27, 2023, 2 p.m. Swiss time
SIX ConventionPoint
Pfingstweidstrasse 110, 8005 Zurich, Switzerland
Admittance: 1:30 p.m. Swiss time
Agenda Items
The Board of Directors (the Board) of WISeKey International Holding Ltd (the Company) submits the following agenda items and proposals for resolution and approval by the Company's shareholders at the Company's Extraordinary General Meeting (the EGM) to be held on April 27, 2023, 2 p.m. Swiss time, at the SIX ConventionPoint, Pfingstweidstrasse 110, 8005 Zurich, Switzerland:
| 1. | Distribution of an Extraordinary Dividend in Kind in the Form of Shares in SEALSQ |
Proposal of the Board: The Board proposes, subject to the satisfaction or waiver (where permissible) of the conditions set forth below, the distribution to shareholders of the Company, including holders of American Depositary Shares (ADSs), of 20% of the outstanding ordinary shares, par value USD 0.01 each (the SEALSQ Ordinary Shares), in SEALSQ Corp (SEALSQ), a company organized and formed under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Company, to be made in the form of a special dividend in kind (the Special Dividend) out of the Company's capital contribution reserves booked in its statutory standalone financial statements as of December 31, 2021, based on a distribution ratio of (i) 0.002131728 SEALSQ Ordinary Share for each of the Company's registered share with a par value of CHF 0.01 each (the Class A Shares), (ii) 0.010658642 SEALSQ Ordinary Share for each of the Company's registered share with a par value of CHF 0.05 each (the Class B Shares), and (iii) 0.10658642 SEALSQ Ordinary Shares for each ADS, representing 10 Class B Shares each, each as outstanding as of the record date for the Special Dividend.
To the extent the Company issues or retires any additional Company shares prior to the applicable record date, the number of SEALSQ Ordinary Shares to be distributed to holders of Class B Shares, ADSs and Class A Shares will be adjusted proportionately using the following formulae with the Company's share numbers being those as at the appropriate record date, adjusted to remove any treasury shares held by the Company from the Class B Share numbers:
| § | The formula to calculate the number of SEALSQ Ordinary Shares received for every 1 Class B Share is as follows: |
| § | The formula to calculate the number of SEALSQ Ordinary Shares received for every 1 ADS is as follows: |
| § | The formula to calculate the number of SEALSQ Ordinary Shares received for every 1 Class A Share is as follows: |
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In lieu of fractional SEALSQ Ordinary Shares, shareholders and ADS holders will receive a cash payment consisting of the net cash proceeds from the sale of the fractional entitlements in the open market. No dividend in kind will be declared on treasury shares held by the Company.
The declaration and distribution of the Special Dividend shall be subject to the satisfaction or waiver (where permissible) of the following conditions:
| (a) | The EGM shall have approved agenda item 2 (in addition to agenda item 1); |
| (b) | The U.S. Securities and Exchange Commission (the SEC) shall have declared effective SEALSQ's Registration Statement on Form F-1 (the Form F-1), including the prospectus contained therein, under the Securities Act of 1933, as amended (the Exchange Act) and no stop order suspending the effectiveness of the Form F-1 shall be in effect; |
| (c) | The SEALSQ Ordinary Shares shall have been accepted for listing on the Nasdaq Stock Market LLC (Nasdaq), subject to official notice of issuance; |
| (d) | The ruling obtained from the Swiss Federal Tax Administration regarding the Swiss withholding tax consequences of the Special Dividend substantially to the effect that the distribution of the Special Dividend, including cash received in lieu of fractional shares of SEALSQ Ordinary Shares, is considered a distribution out of qualifying capital contribution reserves, shall be in full force and effect at the time of the distribution of the Special Dividend; |
| (e) | The Company shall have finalized the procedures, and entered into the applicable agreements with the distribution agent, for the distribution of the SEALSQ Ordinary Shares to its shareholders; |
| (f) | All permits, registrations and consents required under Swiss securities laws and the U.S. securities or blue sky laws in connection with the distribution of the Special Dividend and all other material governmental approvals and other consents necessary to consummate the distribution of the Special Dividend shall have been received; |
| (g) | No order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the distribution of the Special Dividend shall be in effect, and no other event outside the control of the Company shall have occurred or failed to occur that prevents the consummation of the distribution of the Special Dividend; and |
| (h) | No other events or developments shall have occurred prior to the date on which the distribution of the Special Dividend is to be effected that, in the reasonable judgment of the Board, would result in the distribution of the Special Dividend having a material adverse effect (including, but not limited to, material adverse tax consequences or risks) on the Company or its shareholders (as a class), including on the prospects of SEALSQ and the prospective holders of its shares. |
The Board shall (i) determine whether these conditions precedent are satisfied and, to the extent legally permissible, have authority to waive any conditions precedent if such waiver is, in the judgment of the Board, in the best interest of the Company and its shareholders (as a class); and (ii) set the record and settlement dates of the Special Dividend, which shall occur as soon as practicable following the satisfaction (or waiver) of these conditions precedent.
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Explanation: Please refer to (i) the shareholder information brochure (the Information Brochure) and (ii) the U.S. registration statement on Form F-1, including the prospectus contained therein, filed with the SEC relating to a proposed direct listing of the SEALSQ Ordinary Shares (the Registration Statement) for an explanation of the Special Dividend and its background. The Information Brochure and the Registration Statement are available on our website at https://www.wisekey.com/company/investors/. Hard copies of these documents will be made available upon request free of charge. Please contact our Corporate Secretary at +41 (22) 594 3000 or at lcati@equityny.com. The Information Brochure and the Registration Statement also include information regarding back-up withholding of U.S. taxes on the distribution of SEALSQ Ordinary Shares and the Form W-8 or Form W-9 that will need to be duly completed and signed by holders of Class B Shares prior to the distribution date (the Forms). Record date holders of Class B Shares will receive login details (account number and password) per mail, allowing them to submit the Forms through an online portal, which will be available on the following websites: www.ComputershareCAS.com/Wisekey or https://wisekey.computersharecas.com. If you have questions related to the Forms, please contact Computershare at +1 (781)-575-2879 or, outside the U.S., U.S. Territories and Canada, at +1 (781) 575-2725.
The Special Dividend will be distributed on the basis of the Company's statutory standalone financial statements as of and for the period ended on December 31, 2021 (the 2021 Statutory Financial Statements). The Company's statutory auditor, BDO SA, has confirmed to the Company in its report dated March 17, 2023, that the Special Dividend distribution on the basis of the 2021 Statutory Financial Statements continues to comply with Swiss law and the Company's articles of association. Representatives of our statutory auditor, BDO SA, will be present at the EGM.
Recommendation: The Board of Directors recommends you vote "FOR" this proposal number 1.
| 2. | Release of Capital Contribution Reserves to Other General Reserves in an Amount Equal to the Difference Between the Market Value and the Book Value of the Special Dividend |
Proposal of the Board: The Board of Directors proposes to release capital contribution reserves as shown in the 2021 Statutory Financial Statements to other general reserves from capital contribution in an amount equal to the difference between the market value and the book value of the Special Dividend. As explained under agenda item number 1, the Special Dividend will be distributed out of the Company's capital contribution reserves booked in the 2021 Statutory Financial Statements, corresponding to CHF 1,787,096. As the book value of the Company's investment in SEALSQ is lower than the market value of the SEALSQ Ordinary Shares being distributed to shareholders, it is necessary, in order for the Special Dividend not to become subject to Swiss federal withholding tax of 35%, that capital contribution reserves be released to other general reserves from capital contribution (distributions out of which are not exempt from Swiss federal withholding tax) in an amount equal to the market value of the SEALSQ Ordinary Shares (after deduction of the book value of the Company's investment in SEALSQ). The market value of the SEALSQ Ordinary Shares will be determined based on the first day of trading on the Nasdaq.
The Company's statutory auditor, BDO SA, has confirmed to the Company that the release of capital contribution reserves as shown in the 2021 Statutory Financial Statements to other general reserves from capital contribution in an amount equal to the difference between the market value and the book value of the Special Dividend is in accordance with Swiss law and the Company's articles of association. Representatives of our statutory auditor, BDO SA, will be present at the EGM.
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Explanation: Please refer to the Information Brochure and the Registration Statement for an explanation of this agenda item no. 2, which are available on our website at https://www.wisekey.com/company/investors/. Hard copies of these documents will be made available upon request free of charge. Please contact our Corporate Secretary at +41 (22) 594 3000 or at lcati@equityny.com.
Recommendation: The Board of Directors recommends you vote "FOR" this proposal number 2."
| 3. | Amendment to the Articles of Association |
Proposal of the Board: The Board of Directors proposes to introduce a new article 11a to the Company's articles of association as set forth in Annex A to this invitation regarding general meetings held abroad and hybrid and virtual general meetings.
Explanation: The new corporate law provides that companies may hold their general meetings at different locations, in Switzerland or abroad. It also introduced the possibility to hold general meetings in the form of "hybrid" meetings (i.e., shareholders who are not attending the meeting in person can participate at the meeting by electronic means and exercise their rights in this form) or in the form of meetings held virtually only (i.e., meetings held solely by electronic means, without any physical venue). To hold meetings in these forms, the new corporate law requires that shareholders' rights be preserved.
As the Board of Directors intends to hold hybrid and "virtual only" meetings from time to time, the Board of Directors proposes to introduce a new article 11a to the Company's articles of association, which includes the relevant authorizations for the Board of Directors. When holding hybrid or virtual meetings, the Board of Directors will ensure that shareholders are able to exercise their rights as if personally attending the meeting.
Recommendation: The Board of Directors recommends you vote "FOR" this proposal number 3.
___________________________
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Organizational Information
Right to Participate and Vote | Admission Cards
After returning the enclosed registration and authorization form (the Registration and Authorization Form), shareholders will receive an admission card and voting material. The completed Registration and Authorization Form must be received by the Company no later than on April 24, 2023.
Shareholders recorded in the Company’s share register with voting rights as at April 20, 2023 will be entitled to participate in, and vote at, the EGM. No registrations and de-registrations of registered shares will be made in the share register from the close of business of April 20, 2023 to the opening of business on the day following the EGM.
Appointment of Proxy & Independent Proxy
A shareholder recorded in the Company’s share register with voting rights as at April 20, 2023 and therefore entitled to participate in, and vote at, the EGM may give written proxy for the EGM to a third party (who need not be a shareholder). Proxy holders will only be admitted to the EGM upon presentation of a valid admission card, a duly executed proxy and proper identification.
At the 2022 Annual General Meeting, the law firm Anwaltskanzlei Keller AG (the legal successor to Anwaltskanzlei Keller KLG elected at the 2022 Annual General Meeting), Splügenstrasse 8, CH-8002 Zurich, Switzerland, has been elected as Independent Proxy for a term expiring upon completion of the 2023 Annual General Meeting. Shareholders who choose to authorize the Independent Proxy to exercise their voting rights at the EGM may instruct the Independent Proxy by post as indicated further below 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. Instructions can be given electronically to the Independent Proxy until April 24, 2023, 11:59 p.m. CET.
Instructions to the Independent Proxy
Shares of holders who have voted electronically or timely submitted a properly executed Registration and Authorization Form by post and specifically indicated their votes will be voted by the Independent Proxy as indicated. Holders of shares who have voted electronically or timely submitted a properly executed Registration and Authorization Form by post but have not specifically indicated their votes, instruct the Independent Proxy to vote in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting.
If any modifications to agenda items or proposals identified in this invitation or other matters on which voting is permissible under Swiss law are properly presented at the EGM for consideration, you instruct the Independent Proxy, in the absence of other specific instructions, to vote in accordance with the recommendations of the Board of Directors. As of the date of this publication, the Board of Directors is not aware of any such modifications or other matters proposed to come before the EGM.
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The completed Registration and Authorization Forms may be sent by post to:
Computershare Switzerland Ltd
WISeKey International Holding Ltd
Postfach
4601 Olten
Switzerland
We urge you to return your Registration and Authorization Form or to submit instructions to the Independent Proxy electronically as soon as possible. All Registration and Authorizations Forms submitted by post must be received no later than on Monday, April 24, 2023. Please do not mail the Registration and Authorization Form if you choose to give your instructions to the Independent Proxy electronically.
Availability of the Information Brochure, the Registration Statement and WISeKey's 2021 Audited Statutory and Consolidated Financial Statements
The Information Brochure and the Registration Statement referred to in this Invitation to the EGM may be accessed on the Company’s website at https://www.wisekey.com/company/investors/. Hard copies of these documents will be made available upon request free of charge. Please contact our Corporate Secretary at +41 (22) 594 3000 or at lcati@equityny.com.
Transport to and from the venue
Shareholders are recommended to use public transport to reach the venue.
Zug, April 4, 2023
WISeKey International Holding Ltd
For the Board of Directors
The Chairman
Carlos Moreira
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Annex A
Article 11a of the Articles of Association | Venue
|
Artikel 11a
Tagungsort
|
Article 11a
Venue
| |
| 1 Der Verwaltungsrat bestimmt den Tagungsort der Generalversammlung, welche in der Schweiz oder im Ausland durchgeführt werden kann. | 1 The Board of Directors shall determine the venue of the General Meeting of Shareholders, which may be held in Switzerland or abroad. | |
| 2 Der Verwaltungsrat kann bestimmen, dass die Generalversammlung an verschiedenen Orten gleichzeitig durchgeführt wird, sofern die Voten der Teilnehmer unmittelbar in Bild und Ton an sämtliche Tagungsorte übertragen werden, und dass die Aktionäre, die nicht am Tagungsort (oder den Tagungsorten) der Generalversammlung anwesend sind, ihre Rechte auf elektronischem Weg ausüben können. | 2 The Board of Directors can determine that the General Meeting of Shareholders be held simultaneously at different locations, provided that the contributions of the participants are transmitted directly in video and audio to all venues and/or that shareholders who are not present at the venue(s) of the General Meeting of Shareholders may exercise their rights by electronic means. | |
| 3 Alternativ kann der Verwaltungsrat vorsehen, dass die Generalversammlung auf elektronischem Weg ohne Tagungsort durchgeführt wird. | 3 Alternatively, the Board of Directors may also provide that the General Meeting of Shareholders will be held by electronic means without a venue. |
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Shareholder Information Brochure
Spin-Off of WISeKey's Semiconductor
Business
by Way of a Dividend in Kind Consisting of Ordinary Shares in
SEALSQ Corp
to be Resolved Upon at the
Extraordinary General Meeting
of
WISeKey International Holding Ltd
Thursday, April 27, 2023, 2 p.m. Swiss time
SIX ConventionPoint
Pfingstweidstrasse 110, 8005 Zurich, Switzerland
Admittance: 1:30 p.m. Swiss time
Important Information
This information brochure (the Brochure) has been prepared exclusively for the shareholders of WISeKey International Holding Ltd (WISeKey) and holders of WISeKey American Depositary Shares (ADSs) in connection with the spin-off of WISeKey's semiconductor business (the Spin-Off) by way of a distribution of a dividend in kind (the Special Dividend) of 20% of the outstanding ordinary shares, par value USD 0.01 each, in SEALSQ Corp (SEALSQ, and its ordinary shares, the SEALSQ Ordinary Shares) proposed to the extraordinary general meeting of WISeKey shareholders to be held on April 27, 2023 (the EGM).
The information required for the registration of SEALSQ Ordinary Shares with the U.S. Securities and Exchange Commission (SEC) and for the Spin-Off distribution and listing of the SEALSQ Ordinary Shares on the Nasdaq Stock Market LLC is contained in the registration statement (including a prospectus) on Form F-1 (the Prospectus), which was declared effective by the SEC in the U.S. on March 29, 2023, and filed with the SIX Exchange Regulation Prospectus Office on March 30, 2023. The Prospectus contains detailed information regarding the Spin-Off as well as SEALSQ's business and share structure. Shareholders are urged to carefully read the Prospectus, which is available at www.sec.gov. The Prospectus is also available on the website of WISeKey at https://www.wisekey.com/company/investors/ and may be obtained free of charge by calling WISeKey's Corporate Secretary at +41 (22) 594 3000.
This Brochure is not an offer to sell or a solicitation of offers to purchase or subscribe for shares in WISeKey or SEALSQ nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. This Brochure does not constitute an issuance or listing prospectus within the meaning of the Swiss Financial Services Act (FinSA), or a prospectus under the securities laws and regulations of the U.S. or any other applicable laws. This Brochure does not constitute a recommendation with respect to the shares of WISeKey or SEALSQ.
Certain risks may be applicable to the Spin-Off and to the SEALSQ Ordinary Shares once they are traded on the Nasdaq Stock Market LLC (as further described herein). You are advised to familiarize yourself with the entire content of the Prospectus. This Brochure is only a summary of certain provisions related to the Spin-Off and does not purport to be complete. In voting whether to approve the distribution of the Special Dividend, you must rely on your own review of SEALSQ and the contemplated Spin-Off, including the merits and risks involved. We recommend you seek your own financial, legal and tax advice immediately from your custodian, investment adviser, legal adviser or tax adviser. In the event of any conflict between the terms of this Brochure and the Prospectus, the terms of the Prospectus will govern.
The information set out herein and in any related materials is subject to updating, completion, revision, verification and/or amendment. Neither WISeKey nor SEALSQ nor any of their respective affiliates or their respective bodies, executives, employees and advisers are under any obligation to update or keep current the information contained in this Brochure or to correct any inaccuracies except to the extent it would be required under applicable law or regulation.
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This Brochure contains forward-looking statements which express intentions, estimates, expectations and forecasts relating to future financial, operational and other developments and results. Such statements and the underlying assumptions are subject to a variety of risks, uncertainties and other factors which could mean that the actual developments may significantly differ therefrom. Shareholders should further note that even if the EGM approves the resolutions required to carry out the Spin-Off and to effect the distribution of the Special Dividend, the Spin-Off and the distribution of the Special Dividend may not be completed, in full or in part, or may be delayed, particularly if not all conditions precedent to the distribution of the Special Dividend outlined in this Brochure and the Prospectus are satisfied or waived. In view of these uncertainties, readers of this Brochure are cautioned not to place undue reliance on such forward-looking statements. Further, it is noted that any market data, valuations and past trends and performances described in this Brochure are no guarantee for the future development, performance or value of WISeKey or SEALSQ.
The distribution of this Brochure, the delivery
of SEALSQ Ordinary Shares upon declaration of the Special Dividend and the payment of cash in lieu of fractional SEALSQ Ordinary Shares
in connection therewith may be restricted by law in certain jurisdictions outside Switzerland and the persons who may come into possession
of this Brochure are required to inform themselves about and to observe such restrictions.
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Chairman's Letter
Dear Shareholders,
We are pleased to present to you the proposals for a partial distribution of our subsidiary undertaking, SEALSQ Corp. SEALSQ was incorporated in the British Virgin Islands (BVI) on April 1, 2022 to serve as the holding company of WISeKey’s global semiconductor business, with the intention to distribute 20% of the Ordinary Shares of SEALSQ and subsequently list the Ordinary Shares of SEALSQ on the Nasdaq Stock Market LLC (Nasdaq) under the symbol “LAES”.
As you are aware, we have seen significant volatility in the global stock markets which has caused concern for many investors. It’s important to keep in mind that short-term market movements are not necessarily indicative of long-term trends and that it is normal for the stock market to experience fluctuations. WISeKey’s stock price has also seen the effect of market volatility. Although we understand that market fluctuations and other global macro-economic developments remain outside our control, we note that analysts covering our stock have a target price well above our current trading price, and we believe that WISeKey’s stock price does not reflect the real value of our business and growth opportunities ahead of us. We firmly believe that this proposed distribution both rewards the loyal shareholders of WISeKey and serves to address the current mismatch between the share price and the market valuation of WISeKey.
We expect the total revenue of SEALSQ to continue to grow, driven by a projected revenue growth for the IoT segment of at least 40% in 2023. We believe that due to SEALSQ's large backlog of USD 36m, which it expects to deliver within the next 24 months, its USD 100m pipeline of opportunities, and the significant investments it has made into expanding its salesforce, SEALSQ is well positioned to continue to gain market share and expand its geographic footprint.
Additionally, SEALSQ has successfully built a demonstrator unit running two National Institute of Standards & Technology (NIST) selected Post-Quantum Algorithms, a significant milestone within the implementation of the Quantum Resistant Secure Architectures (QUASARS) project. The Post-Quantum engineering team has been able to carry both Kyber and Dilithium Cryptographic Suite for Algebraic Lattices (CRYSTALS) quantum-resistant NIST selected algorithms and the appropriate APIs on the MS6003, a WISeKey Common Criteria EAL5+ Certified secure hardware platform powered by an ARMSC300 core and featuring a USB interface, thus creating the first Quantum-Resistant USB Token demonstrator. This demonstrator marks a substantial milestone for the QUASARS project and takes the team one step closer to achieving their goal of building a Post-Quantum Hardware Security Module and Root-of-Trust.
SEALSQ has taken affirmative steps to implement its QUASARS project which will become a major revenue generator in the future. The QUASARS project is a radically innovative solution, based upon the new WISeKey Secure RISC V platform that is paving the way for the Post Quantum Cryptography era, offering hybrid solutions compliant with ANSSI’s (“Agence nationale de la sécurité des systèmes d’information,” the National Cybersecurity Agency of France) recommendations. Of note, SEALSQ has received strong support from the French SCS (Secured Communicating Solutions) Cluster for its QUASARS project.
We have received an independent valuation of SEALSQ that places its valuation at approximately USD 217m and we firmly believe that the listing of SEALSQ on the Nasdaq represents an opportunity for WISeKey to realize the true value of SEALSQ’s technologies, to reward the loyal shareholders of WISeKey through the proposed distribution of shares in SEALSQ, and to enable SEALSQ to raise further funds on the market with which to invest in its expansion and its future strategy.
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I want to take this opportunity to express my gratitude to our shareholders, business partners, clients and also our wonderful team of employees around the globe for the continued support you have shown us over the years. We remain committed to delivering long-term value.
Sincerely,
Carlos Moreira
Chairman & CEO
WISeKey International Holding Ltd
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Table of Content
| I. | Overview of Proposed Transaction | 7 |
| 1. | Summary | 7 |
| 2. | SEALSQ's Share Capital and Shareholders' Rights | 8 |
| 3. | Distribution of the Special Dividend | 8 |
| 4. | F Share Option Plan | 9 |
| 5. | Mandatory Redemption of WISeKey's Class F Shares | 9 |
| 6. | Shareholders' Agreement Related to the Class F Shares | 9 |
| 7. | Listing and Trading of SEALSQ Ordinary Shares | 9 |
| 8. | Eligibility to Receive SEALSQ Ordinary Shares | 10 |
| 9. | Distribution Ratio and Fractions | 10 |
| 10. | Indicative Timeline | 11 |
| 11. | WISeKey's Remaining Activities after Completion of the Transaction | 12 |
| II. | Description of SEALSQ Following Completion of the Transaction | 13 |
| 1. | Overview | 13 |
| 2. | Markets SEALSQ Operates In | 14 |
| 3. | Research and Development | 14 |
| 4. | Selected Financial Data | 15 |
| 5. | Management | 16 |
| 6. | Registered Office and Place of Effective Management | 16 |
| 7. | British Virgin Islands Company Considerations | 17 |
| III. | Description of the Proposed Transaction | 18 |
| 1. | Rationale for the Spin-Off | 18 |
| 2. | Required Steps for the Proposed Transaction | 18 |
| 3. | Key Terms of the Services Agreements | 18 |
| IV. | Proposals of the WISeKey Board of Directors to the Extraordinary General Meeting of Shareholders | 19 |
| V. | Procedure to Receive SEALSQ Ordinary Shares | 20 |
| 1. | Holders of Class B Shares in Book-Entry Form with a Bank or Broker | 20 |
| 2. | Holders of Class B Shares in Certificated Form | 20 |
| 3. | Holders of ADSs | 20 |
| 4. | Treatment of Fractions | 20 |
| VI. | Overview of Tax Treatment of the Special Dividend Distribution for WISeKey Shareholders and ADSs Holders | 21 |
| 1. | Switzerland | 21 |
| 2. | United States | 21 |
| VII. | Questions & Answers | 22 |
| VIII. | Further Information | 26 |
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| I. | Overview of Proposed Transaction |
| 1. | Summary |
On April 4, 2023, WISeKey International Holding Ltd (WISeKey) convened an extraordinary general meeting to be held on April 27, 2023 (the EGM) to propose to its shareholders (i) a spin-off (the Spin-Off and, together with all the necessary steps to implement the Spin-Off, the Transaction) of the relevant part of WISeKey's global semiconductor business (the Semiconductor Business) as currently operated by its indirect subsidiary WISeKey Semiconductors SAS (France) and (ii) an amendment to WISeKey's articles of association in order to authorize its board of directors to hold general meetings in the form of "hybrid" meetings (i.e., shareholders who are not attending the meeting in person can participate at the meeting by electronic means and exercise their rights in this form) or in the form of meetings held virtually only (i.e., meetings held solely by electronic means, without any physical venue) (the AoA Amendment).
This information brochure (the Brochure) exclusively aims to provide shareholders with certain information on the Transaction. All information related to the AoA Amendment is included in the invitation to the EGM, dated April 4, 2023.
On January 1, 2023, WISeKey contributed 100% of its equity interest in WISeKey Semiconductors SAS (France) (together with WISeKey IoT Japan KK, a Japan-based sales subsidiary of WISeKey Semiconductors SAS, and WISeKey Semiconductors, Taiwan Branch, a Taiwan-based sales and support branch of WISeKey Semiconductors SAS) to SEALSQ Corp, a wholly-owned subsidiary of WISeKey incorporated in the British Virgin Islands (SEALSQ), against issuance by SEALSQ to WISeKey of (i) 7,501,400 ordinary shares, par value USD 0.01 each, in SEALSQ (the SEALSQ Ordinary Shares) and (ii) 1,499,700 class F shares, par value USD 0.05 each, in SEALSQ (the Class F Shares, and the holders of such Class F Shares, the Class F Shareholders).
The Spin-Off will be effected by way of the distribution of a dividend in kind (the Special Dividend) of 20% of the SEALSQ Ordinary Shares to holders of WISeKey's registered shares, par value CHF 0.01 each (the Class A Shares, and the holders of such shares, the Class A Shareholders), the holders of WISeKey's registered shares, par value CHF 0.05 each (the Class B Shares, and holders of such shares, the Class B Shareholders) and the holders of WISeKey American Depositary Shares (ADSs), each representing 10 Class B Shares, on a pro rata basis (calculated by reference to the nominal value of the Class A Shares, the nominal value of the Class B Shares and the nominal value of the Class B Shares underlying the ADSs).
As part of the Transaction, WISeKey intends to effect a listing of the SEALSQ Ordinary Shares on the Nasdaq Stock Market LLC (Nasdaq) as from the date on which the distribution of the Special Dividend is effected.
SEALSQ's prospectus contained in the Registration Statement on form F-1 (the Prospectus), which was declared effective by the U.S. Securities and Exchange Commission (the SEC) on March 29, 2023 in view of the Transaction and the listing of the SEALSQ Ordinary Shares on Nasdaq, contains more detailed information regarding the Spin-Off, SEALSQ's business and the structure of the share capital. Shareholders are invited to carefully read the Prospectus, which is available at www.sec.gov and at https://www.wisekey.com/company/investors/.
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| 2. | SEALSQ's Share Capital and Shareholders' Rights |
SEALSQ is a company organized and formed under the laws of the British Virgin Islands as a wholly-owned subsidiary of WISeKey. As of the date of this Brochure, SEALSQ's share capital consists of 7,501,500 SEALSQ Ordinary Shares and 1,499,700 Class F Shares with the following characteristics:
| § | the SEALSQ Ordinary Shares each confer upon the shareholder, in particular, (i) the right to attend any meeting of the shareholders, (ii) the right to one vote per SEALSQ Ordinary Share on any resolution of shareholders as against each other SEALSQ Ordinary Share but, as a class, the SEALSQ Ordinary Shares shall retain 50.01% of the Company's voting power, and (iii) the right to an equal share in any dividend paid by SEALSQ against each other SEALSQ Ordinary Share, which shall be one fifth of any amount paid by SEALSQ against each Class F Share but which shall not rank in preference to any other share; and |
| § | the Class F Shares each confer upon the shareholder, in particular, (i) the right to attend any meeting of the shareholders, (ii) a number of votes per Class F Share, on any matter that is submitted to a vote of shareholders, that would cause the total votes of all Class F Shares to equal 49.99% of the voting power of all shares (or, if the applicable voting standard is “a majority of the shares present in person or represented by proxy and entitled to vote on such matter,” 49.999999% of the voting power of Shares present in person or represented by proxy and entitled to vote on such matter), and (iii) the right to an equal share in any dividend paid by SEALSQ against each other Class F Shares, which shall be five times greater than any amount paid by SEALSQ against each Ordinary Share but which shall not rank in preference to any other share. |
SEALSQ Ordinary Shares have no conversion, pre-emptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the Ordinary Shares. The Class F Shares are subject to redemption, with the consent of the holder, in exchange for the issuance of new SEALSQ Ordinary Shares at a ratio of five (5) Ordinary Shares for each one (1) Class F Share redeemed. The Class F Shares may also be subject to a mandatory redemption in certain circumstances, as further specified under point 5 below.
The Class F Shares are non-transferable.
For more details as to the rights attached to the SEALSQ Ordinary Shares and Class F Shares, please refer to the Prospectus, section "Description of Shares", p. 133 to 134.
| 3. | Distribution of the Special Dividend |
Provided that the Special Dividend is approved at the EGM and the conditions precedent for its distribution are met (or waived), 20% of the SEALSQ Ordinary Shares will be distributed as Special Dividend to holders of WISeKey shares. Thereafter, SEALSQ will continue to be a subsidiary of WISeKey and WISeKey will own 80% of the SEALSQ Ordinary Shares and, initially, 100% of the Class F Shares (subject to the grant and exercise of Class F Share options, as described under point 4 below). Accordingly, WISeKey will continue to control SEALSQ and fully consolidate it in its financial statements.
For more details on the distribution of the Special Dividend, please refer to the Prospectus, section "Business – Mechanics of the Spin-Off Distribution", p. 83 to 86.
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| 4. | F Share Option Plan |
SEALSQ is reserving up to 5% of its Class F Shares for issuance pursuant to an option plan for certain directors and senior management of SEALSQ, its subsidiaries and WISeKey (the F Share Option Plan). As a result, WISeKey’s initial ownership percentage of Class F Shares will be subject to the grant and exercise of Class F Share options prior to the distribution of the Special Dividend.
For more details on the F Share Option Plan, please refer to the Prospectus, section "Equity Compensation Plans", p. 107.
| 5. | Mandatory Redemption of WISeKey's Class F Shares |
In the event of a hostile takeover of WISeKey, as determined by SEALSQ's board of directors, the WISeKey-owned Class F Shares would be redeemed and the remaining Class F Shareholders would, as a class, retain 49.99% of the vote. SEALSQ's memorandum and articles of association (the SEALSQ Articles) provide that, in the event of a change of control (being the acquisition by any person or entity, alone or jointly, of more than 50% of the voting rights of any Class F Shareholder which is a corporate entity), the Class F Shares owned by such Class F Shareholder will be subject to a mandatory redemption by SEALSQ in exchange for the issuance of new SEALSQ Ordinary Shares at a ratio of five (5) SEALSQ Ordinary Shares for each one (1) Class F Share redeemed (the Mandatory Redemption). A change in the control of WISeKey would trigger this provision as it is the only corporate entity holding or expected to hold Class F Shares.
In the event the Mandatory Redemption would be triggered as the result of a hostile takeover of WISeKey, the remaining individual Class F Shareholders, who are likely to be members of SEALSQ’s executive management in accordance with the F Share Option Plan, would hold shares with 49.99% of SEALSQ’s voting power. The Mandatory Redemption, and the issuance of five (5) SEALSQ Ordinary Shares for each one (1) Class F Share redeemed, would result in a dilution of the per share voting power of the holders of the SEALSQ Ordinary Shares.
| 6. | Shareholders' Agreement Related to the Class F Shares |
The SEALSQ Articles provide that all Class F Shareholders must enter into a shareholders’ agreement that provides, among other things, that the Class F Shareholders:
| § | will vote the Class F Shares held by them as one and in accordance with the majority (by the number of shares held) view of the Class F Shareholders; and |
| § | are bound by the Mandatory Redemption provisions set out in the SEALSQ Articles and required to take all necessary action to comply with them. |
| 7. | Listing and Trading of SEALSQ Ordinary Shares |
As part of the Transaction, WISeKey intends to effect a listing of the SEALSQ Ordinary Shares on the Nasdaq as from the date on which the distribution of the Special Dividend is effected.
There will be no public market for the SEALSQ Ordinary Shares prior to the distribution of the Special Dividend. Accordingly, we cannot provide any assurance to shareholders as to what the market price of the SEALSQ Ordinary Shares may be upon the listing of the SEALSQ Ordinary Shares on Nasdaq or how strong a secondary market for the SEALSQ Ordinary Shares will develop. There will be no public market for the Class F Shares.
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WISeKey's Class B Shares and its ADSs will continue to be listed and traded on the SIX Swiss Exchange Ltd and the Nasdaq, respectively.
| 8. | Eligibility to Receive SEALSQ Ordinary Shares |
Provided that the Special Dividend is approved at the EGM and the conditions precedent for its distribution are met (or waived), each WISeKey shareholder and each ADS holder will receive SEALSQ Ordinary Shares with respect to all Class A Shares, Class B Shares and/or ADSs held by them as of the applicable record date to be announced by WISeKey (and the depositary for the WISeKey ADSs) at or after the EGM. You will not be required to make any payment, surrender or exchange your Class A Shares, Class B Shares and/or ADSs or take any other action to receive your SEALSQ Ordinary Shares by way of the Special Dividend (except that depositary fees will be payable by holders of WISeKey ADSs in connection with the distribution of the Special Dividend by BNY Mellon, as depositary bank for the WISeKey ADSs). In order to avoid back-up withholding of U.S. taxes on the distribution of SEALSQ Ordinary Shares, you will need to provide a duly completed and signed Form W-8 or Form W-9 prior to the distribution date.
For more details on the distribution of the Special Dividend, please refer to the Prospectus, section "Business – Mechanics of the Spin-Off Distribution", p. 83 to 86.
| 9. | Distribution Ratio and Fractions |
Provided that the Special Dividend is approved at the EGM and the conditions precedent for its distribution are met (or waived) and that you hold the Class A Shares, Class B Shares and/or the ADSs as of the applicable record date, you will receive, for every:
| 1 Class A Share | 0.002131728 SEALSQ Ordinary Share |
| 1 Class B Share | 0.010658642 SEALSQ Ordinary Share |
| 1 ADS | 0.10658642 SEALSQ Ordinary Share |
To the extent WISeKey issues or retires any additional WISeKey shares prior to the applicable record date, the number of SEALSQ Ordinary Shares to be distributed to holders of WISeKey Class B Shares, ADSs and Class A Shares will be adjusted proportionately using the following formulae with the WISeKey share numbers being those as at the appropriate record date, adjusted to remove any treasury shares held by the Company from the Class B Share numbers:
| § | The formula to calculate the number of SEALSQ Ordinary Shares received for every 1 Class B Share is as follows: |
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| § | The formula to calculate the number of SEALSQ Ordinary Shares received for every 1 ADS is as follows: |
| § | The formula to calculate the number of SEALSQ Ordinary Shares received for every 1 Class A Share is as follows: |
WISeKey shareholders and ADS holders will not receive fractional SEALSQ Ordinary Shares but will instead receive cash upon the sale of the aggregated fractional shares in lieu of any fractional shares that they would have received after application of the distribution ratio. For further details regarding fractional shares, please refer to this Brochure, section “Procedure to Receive SEALSQ Ordinary Shares – Treatment of Fractions”, p. 20.
For more details on the distribution ratio and fractions, please refer to the Prospectus, section "Business—Mechanics of the Spin-Off Distribution", p. 83 to 86.
| 10. | Indicative Timeline |
WISeKey's board of directors expects that, subject to all applicable conditions precedent being satisfied or waived (to the extent permissible), the Special Dividend will occur on or about May 10, 2023. The date on which the Special Dividend distribution is effected and the Spin-Off is completed is subject to SEC and stock exchange approvals and could be materially delayed or not occur at all. WISeKey will provide updates as additional information becomes available.
Currently, we expect the Transaction to be completed according to the following schedule.
| Indicative Timeline for a Potential Spin-Off1 | |
| Expected Date | Event |
| April 27, 2023 | Extraordinary General Meeting |
| May 5, 2023, close of business | Class B Shares' cum-dividend date (last day of trading of the Class B Shares including the right to receive SEALSQ Ordinary Shares). |
| May 8, 2023 | Class B Shares' ex-dividend date (first date of trading of the Class B Shares, excluding the right to receive SEALSQ Ordinary Shares). |
| May 9, 2023 | Class B Shares' record date for the Special Dividend |
| May 10, 2023 | Distribution date of the Special Dividend |
| May 11, 2023 | Listing and first day of trading of the SEALSQ Ordinary Shares on the Nasdaq (9:30 am EDT) |
| Approximately 2 weeks after May 9, 2023 | Distribution of net cash proceeds from the sale of fractions of SEALSQ Ordinary Shares3 |
| 1 Indicative only; earliest possible timeline. WISeKey will provide updates as additional information becomes available. | |
| 2 Shareholders should contact their bank, broker or other nominee for further information about their account and when they will be able to begin trading their SEALSQ Ordinary Shares. | |
| 3 For details regarding the aggregation and sale of fractional shares, please refer to this Brochure, section “Procedure to Receive SEALSQ Ordinary Shares – Treatment of Fractions,” p. 20. | |
| 1 | The dates referred to above are applied mutatis mutandis to Class A Shares. |
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BNY Mellon, as depositary for the WISeKey ADS program, will distribute the SEALSQ Ordinary Shares to the WISeKey ADS holders pursuant to the terms of the deposit agreement for the WISeKey ADSs. If you hold shares of WISeKey in ADS form, you will receive a notice from BNY Mellon on the distribution procedure for the SEALSQ Ordinary Shares.
| ISIN, Ticker Symbol, Security Number of WISeKey Class B Shares / ADSs and SEALSQ Ordinary Shares | |||
| Title | ISIN | Ticker Symbol | Security Number |
| WISeKey | |||
| Class B Shares (listed on the SIX) | CH0314029270 | WIHN | 31402927 |
| ADSs (listed on the Nasdaq) | US97727L3096 | WKEY | n/a |
| SEALSQ | |||
| Ordinary Shares (to be listed on the Nasdaq) | VGG794831062 | LAES | G79483106 |
| 11. | WISeKey's Remaining Activities after Completion of the Transaction |
Following the completion of the distribution of the Special Dividend, in addition to holding a majority shareholding in SEALSQ, WISeKey’s remaining activities will include the WISeKey SA PKI technology, engaged in the provision of secure authentication and identity protection through its Public Key Infrastructure technology licensed from the OISTE Foundation, the WISe.ART platform that acts as a virtual art gallery for the display, auction and sale of Non-Fungible Tokens (NFTs), and WISeSat.Space, in conjunction with FOSSA Systems S.L. (FOSSA), a Spanish picosatellite developer, that allows for cost-effective and secure IoT connectivity anywhere on earth using the WISeSat PocketQube satellite and low-power sensors. WISeKey will retain ownership of its subsidiaries WISeKey USA and WISeKey ELA, providing sales and technical support in the North and South American markets. WISeKey will also holds a minority investment in FOSSA and options to acquire a minority interest in Tarmin Inc, a developer of data and software defined infrastructure based in the United States.
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| II. | Description of SEALSQ Following Completion of the Transaction |
| 1. | Overview |
SEALSQ's mission is to bring digital trust to the physical world.
SEALSQ's products bridge the physical and the digital world with a unique symbiosis between tamperproof semiconductors (physical) and managed cryptography (digital). SEALSQ is an OEM supplier of cybersecurity to manufacturers of Internet of Things (IoT) devices, branded appliances and precious objects.
Current customers use SEALSQ's products to bolt trust on objects and devices ranging from pieces of art, medical consumables, and plastic access tokens to high-end appliances such as personal health monitors, industrial controllers, drones, and satellites. Brands count on SEALSQ's products to fight counterfeit, grey import, and theft. Industry and society count on SEALSQ's products to protect connected devices, which are often placed in unmanned and uncontrolled environments, against manipulation, disruption, spoofing, and data leakage.
SEALSQ's vision is to go beyond individual devices and objects, and to enable a trusted metaverse. SEALSQ uses WISeID as a Universal Communications Identifier (UCID). SEALSQ aims to build upon the UCID as a fundamental identity that transcends the metaverse and is a universal identity that encompasses physical identities as well. The UCID is based in SEALSQ's strengths as a provider of PKI certificates and well established cryptography. As a foundational identity, the UCID will enable applications that have identities on and off of the blockchain, such as IoT devices that have identities on a blockchain, and NFTs that link to physical objects. The SEALSQ technologies ensure that devices and objects in the metaverse are authentic and cannot be corrupted or duplicated.
The Metaverse will present entirely new ways, for example, to create employment, impart education, deliver healthcare, and plan urban spaces. We believe it will be the next major labor organizing platform and that new organizations, products, and services will handle everything from payment processing to identity verification, hiring, ad delivery, content generation, and security. The Metaverse is based on Web 3.0, also known as the decentralized web, is an evolution of the Internet that allows users to interact with each other in a more secure and private way. It does this by using third party blockchain technology to create a peer-to-peer network where users can transact without relying on intermediaries. This makes it ideal for developing virtual worlds as it provides a platform for users to interact without fear of censorship or data theft.
SEALSQ provides Digital Identities for Objects in the Metaverse that include an identification module that is built into the protocol, while supplementary applications will be developed. Users will have autonomy over their identity, meaning that they are in full control of their personal identification information and hence need not to rely on any central entity or third party for identity verification. With a truly NFT identity, users can create, sign, and verify claims, while parties who interact with a user will be able to prove their identity.
For more details on SEALSQ's business, please refer to the Prospectus, section "Business Overview", p. p. 86 to 90.
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| 2. | Markets SEALSQ Operates In |
SEALSQ sells into all industries and to companies of varying sizes, both vendors of appliances and end customers. We sold more than 1 billion semiconductors and we have customers that bought more than 100 million of our high-end semiconductors. In the year ended December 31, 2021, SEALSQ's top ten customers represented 83% of its revenue. As of June 30, 2022, SEALSQ has sold to over 175 customers in over 35 countries since its acquisition by WISeKey in 2016.
An increase in cyber threats targeting critical infrastructure systems is one reason ABI Research forecasts that secure hardware modules, SEALSQ's core market, will be at the center of IoT cybersecurity. ABI Research also forecasts that the global market size of secure hardware modules will grow from USD 0.8 billion in 2022 to USD 1.2 billion in 2026 at a CAGR of 10%.
For more details on SEALSQ's targeted market, please refer to the Prospectus, section "Market opportunity", p. 90 to 91.
| 3. | Research and Development |
SEALSQ's current focus on R&D extends its portfolio along the following technological evolutions:
| § | the QUASARS (QUAntum resistant Secure ARchitectureS) project, a radical innovative solution, based upon the new WISeKey Secure RISC V based platform that is paving the way for the Post Quantum Cryptography era, with hybrid solutions compliant to ANSSI (“Agence Nationale de la sécurité des systèmes d’information”, the National Cybersecurity Agency of France) recommendations; |
| § | silicon techniques to bolt SEALSQ's secure vault to general purpose processors in a certifiable tamperproof way; |
| § | software techniques to secure and automate the onboarding of a connected device with a platform in a cloud; |
| § | cryptographic techniques to combine post-quantum attack resistance with SEALSQ's side channel attack resistance in a certifiable way; |
| § | ledger and blockchain techniques to offer a transparent, immutable, and cryptographically verifiable journal of SEALSQ's lifecycle management; |
| § | countermeasure techniques to stay adead of the cyberattack evolutions; and |
| § | in partnership with FOSSA and WISeKey, the launch of the WISeSat constellation, picosatellites, manufactured by FOSSA, will enable the direct connection of satellites to IoT devices for authentication, completing the connection cycle from space to device through secure telecommunication means. This technology allows for identification in remote, low connectivity areas. |
While SEALSQ's current products serve its current markets well, the products resulting from SEALSQ's R&D will create additional opportunities in upgrade markets, in different sectors, and in new applications of its technology in innovating markets.
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If SEALSQ's efforts to attract prospective customers and to retain existing customers are not successful, SEALSQ's growth prospects and revenues may be adversely affected. Please refer to the Prospectus, section “Risk Factors—Risks Related to Our Business” for a discussion of such risks and information that should be considered before making an investment decision with respect to the SEALSQ Ordinary Shares.
| 4. | Selected Financial Data |
The selected financial data of SEALSQ's predecessor company, WISeKey Semiconductors SAS (for the purpose of this section, SEALSQ Corp Predecessor), as of and for the years ended December 31, 2020 and 2021 is a summary of, is derived from, and is qualified by reference to, the audited financial statements of SEALSQ Corp Predecessor and notes thereto. The selected financial data of SEALSQ Corp Predecessor as of June 30, 2022 and for the six months ended June 30, 2021 and 2022 is a summary of, is derived from, and is qualified by reference to, the unaudited financial statements of SEALSQ Corp Predecessor and notes thereto. The financial statements of SEALSQ Corp Predecessor have been prepared in accordance with U.S. generally accepted accounting principles, or "U.S. GAAP".
For the years ended December 31, 2020, and 2021, SEALSQ Corp Predecessor's revenue was USD 14.3 million, and USD 17.0 million, respectively, representing year on year growth of 19%. For the six months ended June 30, 2022, SEALSQ Corp Predecessor's revenue was USD 10.7 million, representing period-over-period growth of 45.4%. For the years ended December 31, 2020, and 2021, SEALSQ Corp Predecessor's net result was a loss of USD 9.2 million in 2020, and a loss of USD 4.8 million in 2021. For the six months ended June 30, 2022, SEALSQ Corp Predecessor's net result was a loss of USD 0.2 million.
SEALSQ Corp Predecessor
Condensed Consolidated Statement of Income / (Loss)
| ||||||||||||||||
| 6 months ended June 30, | 12 months ended December 31, | |||||||||||||||
| USD'000 | 2022 (unaudited) | 2021 (unaudited) | 2021 | 2020 | ||||||||||||
| Net sales | 10,656 | 7,328 | 16,995 | 14,317 | ||||||||||||
| Gross Profit | 4,766 | 2,851 | 7,147 | 5,434 | ||||||||||||
| Research and development expenses | (1,161 | ) | (1,647 | ) | (3,050 | ) | (3,526 | ) | ||||||||
| Total operating expenses | (5,149 | ) | (6,945 | ) | (12,188 | ) | (14,027 | ) | ||||||||
| Operating loss | (383 | ) | (4,094 | ) | (5,041 | ) | (8,585 | ) | ||||||||
| Loss before income tax expense | (182 | ) | (3,824 | ) | (4,821 | ) | (9,196 | ) | ||||||||
| Net loss | (183 | ) | (3,825 | ) | (4,827 | ) | (9,201 | ) | ||||||||
SEALSQ Corp Predecessor
Condensed Consolidated Balance Sheet
| ||||||||||||
| As at June 30, 2022 | As at December 31, | |||||||||||
| USD'000 | (unaudited) | 2021 | 2020 | |||||||||
| Cash and cash equivalents | 2,002 | 2,064 | 1,830 | |||||||||
| Total current assets | 10,971 | 8,248 | 7,551 | |||||||||
| Total noncurrent assets | 3,724 | 3,596 | 5,882 | |||||||||
| Total assets | 14,695 | 11,844 | 13,433 | |||||||||
| Total current liabilities | 8,178 | 7,759 | 7,834 | |||||||||
| Total noncurrent liabilities | 20,124 | 17,648 | 14,972 | |||||||||
| Total liabilities and equity | 14,695 | 11,844 | 13,433 | |||||||||
For more details on SEALSQ's financial information, please refer to the Prospectus, section "Summary Financial and Other Data", p. 31.
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| 5. | Management |
The following table sets forth the name, date of birth and functions of SEALSQ's non-executive and executive directors, and SEALSQ's senior management as of the date of this Brochure. The business address for each director and executive officer is the address of SEALSQ's principal executive office which is located at Avenue Louis Casaï 58, 1216 Cointrin, Switzerland.
| Name | Date of birth | Functions in SEALSQ | Date first appointed |
| Non-Executive Directors | |||
| Cristina Dolan | February 16, 1961 | Board Member | 2023 |
| David Fergusson | August 15, 1960 | Board Member | 2023 |
| Eric Pellaton | March 25, 1959 | Board Member | 2023 |
| Executive Directors | |||
| Carlos Moreira | September 1, 1958 | Chairman of the Board of Directors, Member of the Strategy Committee, and Chief Executive Officer | 2022 |
| Peter Ward | January 5, 1952 | Board Member, Member of the Strategy Committee,Chief Financial Officer | 2022 |
| Senior Management | |||
| Jean-Pierre Enguent | May 8, 1962 | Vice-President of Research & Development Systems and Solutions | 2005* |
| David Khalifa | October 28, 1961 | Vice-President of Global Sales | 2022* |
| Bernard Vian | March 22, 1967 | General Manager of WISeKey Semiconductors SAS | 2016* |
| * This represents the date of appointment with WISeKey Semiconductors SAS, which became a subsidiary of SEALSQ on January 1, 2023. | |||
For more details on SEALSQ's management, please
refer to the Prospectus, section "Management",
p. 100.
| 6. | Registered Office and Place of Effective Management |
SEALSQ was incorporated in the British Virgin Islands pursuant to the BVI Business Companies Act 2004 (the BVI Act) on April 1, 2022, with company number 2095496 and has its registered office at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. SEALSQ's principal executive offices and place of effective management are located at Avenue Louis-Casaï 58, 1216 Cointrin, Switzerland.
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| 7. | British Virgin Islands Company Considerations |
British Virgin Islands companies are governed by the BVI Act. The BVI Act is modeled on the laws of England and Wales but does not follow recent statutory enactments, and differs from laws applicable to United States corporations, Swiss corporations and their shareholders.
For a comparison of select provisions of the corporates laws of Delaware, Switzerland and the British Virgin Islands, please refer to the Prospectus, section "Certain British Virgin Islands Company Considerations", p. 113 to 122.
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| III. | Description of the Proposed Transaction |
| 1. | Rationale for the Spin-Off |
It is the opinion of WISeKey's board of directors , based in particular on an independently prepared valuation of the Semiconductor Business (as further detailed in the Prospectus), that a partial spin-off of the Semiconductor Business presents a significant market opportunity to investors in light of both the current market and the changing regulations. The board of directors of WISeKey believes that the listing of SEALSQ on the Nasdaq represents an opportunity for WISeKey to realize the true value of SEALSQ, supported by the independently prepared valuation that placed SEALSQ's valuation at around USD 217m, to reward the loyal shareholders of WISeKey through the proposed distribution of shares in SEALSQ, and to enable SEALSQ to raise further funds on the market with which to invest in its expansion and its future strategy.
For more details on the rationale for the Spin-Off, please refer to the Prospectus, section "Background and Purpose of the Spin-Off Distribution", p. 82 to 83.
| 2. | Required Steps for the Proposed Transaction |
Provided that the Special Dividend is approved at the EGM and the conditions precedent for its distribution are met, WISeKey will implement the Transaction through the following main steps:
| § | Listing of SEALSQ Ordinary Shares and registration with the U.S. Securities and Exchange Commission and satisfaction of conditions precedent: WISeKey and SEALSQ will seek to obtain the necessary approvals such that the SEALSQ Ordinary Shares will be accepted for listing on the Nasdaq, and the SEC declares effective the SEALSQ's Registration Statement on Form F-1 (Form F-1), including the prospectus contained therein, under the United States Securities Act of 1933, as amended, and no stop order suspending the effectiveness of the Form F-1 shall be in effect; |
| § | Satisfaction of All Other Conditions Precedent: All other conditions precedent to the distribution of the Special Dividend have been satisfied (or, if permissible, waived by WISeKey's board of directors) (for more details on the conditions precedent, please refer to the invitation to the EGM, dated April 4, 2023); |
| § | Distribution of SEALSQ Ordinary Shares to WISeKey shareholders and ADS holders: Distribution of the Special Dividend to WISeKey shareholders and ADS holders. |
| 3. | Key Terms of the Service Agreement |
WISeKey and SEALSQ entered into a service agreement under the terms of which certain members of staff and associated resources of WISeKey will be required to carry out certain tasks and duties on behalf of SEALSQ. In particular, the Chief Executive Officer and Chief Financial Officer of WISeKey will also carry out these roles for SEALSQ, while other tasks, such as the financial reporting and legal support of SEALSQ will be performed by officers of WISeKey and its affiliates. Under the terms of the service agreement, WISeKey agrees to provide these services to SEALSQ on a cost-plus basis and WISeKey will regularly invoice SEALSQ for the associated costs of providing these services.
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| IV. | Proposals of the WISeKey Board of Directors to the Extraordinary General Meeting of Shareholders |
For details on the agenda items and proposals for resolution and approval submitted by WISeKey's board of directors to WISeKey's shareholders, please refer to the invitation to the EGM, dated April 4, 2023.
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| V. | Procedure to Receive SEALSQ Ordinary Shares |
Provided that the Special Dividend is approved at the EGM and the conditions precedent for its distribution are met, WISeKey will distribute (or cause to be distributed) to its holders of Class A Shares, Class B Shares and ADSs, as of the applicable record date, on a pro rata basis (calculated by reference to the nominal value of the Class A Shares, the nominal value of the Class B Shares and the nominal value of the Class B Shares underlying the ADSs), a specified number of SEALSQ Ordinary Shares for every Class B Share, every Class A Share and every ADS, respectively, as a dividend in kind in accordance with the distribution ratio. For details on the distribution ratio, please refer to this Brochure, section "Distribution Ratio and Fractions", p. 9, and the Prospectus, section "Business—Mechanics of the Spin-Off Distribution", p. 83 to 86.
| 1. | Holders of Class B Shares in Book-Entry Form with a Bank or Broker |
If your Class B Shares are held in a bank or brokerage account, the SEALSQ Ordinary Shares distributed to you will initially be registered by our distribution agent in the name of your bank or broker for credit to your account. Our distribution agent will coordinate the further distribution of the SEALSQ Ordinary Shares with your bank or broker. In order to avoid back-up withholding of U.S. taxes on the distribution of SEALSQ Ordinary Shares, you will need to provide a duly completed and signed Form W-8 or Form W-9 prior to the distribution date. It is anticipated that, promptly after the applicable record date for the distribution of the Special Dividend, WISeKey (and/or the distribution agent) will send a notice of the distribution procedure for the SEALSQ Ordinary Shares to the applicable record date holders of Class B shares.
| 2. | Holders of Class B Shares in Certificated Form |
If you hold Class B Shares in certificated form, your ownership of SEALSQ Ordinary Shares will be recorded in the books of our transfer agent and a statement evidencing your ownership will be mailed to you. Certificates representing SEALSQ Ordinary Shares will not be issued in connection with the distribution of the Special Dividend, but we may elect to issue certificates in the future. In order to avoid back-up withholding of U.S. taxes on the distribution of SEALSQ Ordinary Shares, you will need to provide a duly completed and signed Form W-8 or Form W-9 prior to the distribution date. It is anticipated that, promptly after the applicable record date for the distribution of the Special Dividend, WISeKey (and/or the distribution agent) will send a notice of the distribution procedure for the SEALSQ Ordinary Shares to the applicable record date holders of Class B Shares.
| 3. | Holders of ADSs |
BNY Mellon, as depositary for the WISeKey ADS program, will distribute the SEALSQ Ordinary Shares to the WISeKey ADS holders pursuant to the terms of the deposit agreement for the WISeKey ADSs. If you hold shares of WISeKey in ADS form, you will receive a notice from BNY Mellon on the distribution procedure for the SEALSQ Ordinary Shares.
| 4. | Treatment of Fractions |
Fractional entitlements to SEALSQ Ordinary Shares will not be distributed. Instead, the distribution agent for the WISeKey Class A Shares and Class B Shares, and the depositary bank for the WISeKey ADSs, will aggregate all fractional entitlements to SEALSQ Ordinary Shares that WISeKey shareholders and ADS holders, respectively, would be entitled to receive into whole SEALSQ Ordinary Shares and sell such whole shares into the open market at prevailing rates promptly after SEALSQ Ordinary Shares commence trading on the Nasdaq, and distribute the net cash proceeds from the sales (after deduction of applicable fees, taxes and expenses) pro rata to each holder who would have otherwise been entitled to receive fractional entitlements to SEALSQ Ordinary Shares in the distribution of the dividend in kind.2
| 2 | No interest will be paid on any cash you receive in lieu of the Special Dividend. |
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| VI. | Overview of Tax Treatment of the Special Dividend Distribution for WISeKey Shareholders and ADSs Holders |
| 1. | Switzerland |
WISeKey has obtained a ruling from the Swiss Federal Tax Administration confirming that the distribution of the Special Dividend qualifies as payment out of capital contribution reserves and no amount will be withheld by WISeKey when making the distribution of the Special Dividend. Accordingly, provided that the Company has an amount of qualifying capital contribution reserves in the amount of the fair market value of the SEALSQ Ordinary Shares, the Special Dividend made to our shareholders will not be subject to the Swiss federal withholding tax of 35%, regardless of the place of residency of the shareholder. The market value of the SEALSQ Ordinary Shares will be determined based on the first day of trading of the SEALSQ Ordinary Shares on the Nasdaq Stock Market LLC. The Company believes that it is unlikely that the amount of capital contribution reserves available to it will be exceeded. In the event that the fair market value of the distributed SEALSQ Ordinary Shares exceeds the qualifying capital contribution reserves recognized by the Swiss Federal Tax Administration and available to WISeKey, WISeKey will be responsible to levy and remit the applicable Swiss withholding tax on such excess amount to the Swiss Federal Tax Administration.
Generally, from a corporate and accounting perspective, we account for the Special Dividend at the book value of the Company's investment in SEALSQ, corresponding to CHF 1,787,096. However, in order for the Special Dividend to qualify as payment out of capital contribution reserves, the ruling requires us to book the book value of the Special Dividend against capital contribution reserves and to simultaneously release an amount equal to the difference between the market value and the book value of the Special Dividend from capital contribution reserves to other general reserves from capital contribution (distributions out of which are not exempt from Swiss federal withholding tax). The market value of the SEALSQ Ordinary Shares will be determined based on the first day of trading of the SEALSQ Ordinary Shares on the Nasdaq Stock Market LLC (see the paragraph immediately above). The reduction of capital contribution reserves in an amount equal to the difference between the market value and the book value of the SEALSQ Ordinary Shares and the reclassification of such amount from capital contribution reserves to other general reserves from capital contribution of the Company will require a separate shareholder resolution. The invitation to the EGM includes a respective proposal to this effect under agenda item no. 2. The approval of the Spin-Off is conditional on the approval of the proposal under agenda item no. 2.
| 2. | United States |
For a summary of certain U.S. tax consequences to U.S. Holders, please refer to the Prospectus, section "Material Tax Considerations", p. 124 to 129. In order to avoid back-up withholding of U.S. taxes on the distribution of SEALSQ Ordinary Shares, you will need to provide a duly completed and signed Form W-8 or Form W-9 prior to the distribution date.
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| VII. | Questions & Answers |
Why is the Spin-Off proposed to WISeKey shareholders?
It is the opinion of WISeKey's board of directors , based in particular on an independently prepared valuation of the Semiconductor Business (as further detailed in the Prospectus), that a partial spin-off of the Semiconductor Business presents a significant market opportunity to investors in light of both the current market and the changing regulations. The board of directors of WISeKey believes that the listing of SEALSQ on the Nasdaq represents an opportunity for WISeKey to realize the true value of SEALSQ, supported by the independently prepared valuation that placed SEALSQ's valuation at around USD 217m, to reward the loyal shareholders of WISeKey through the proposed distribution of shares in SEALSQ, and to enable SEALSQ to raise further funds on the market with which to invest in its expansion and its future strategy
For more details on the rationale for the Spin-Off, please refer to the Prospectus, section "Background and Purpose of the Spin-Off Distribution", p. 82 to 83.
For the proposed Special Dividend to be approved at the EGM, what is the applicable majority to the shareholder vote?
An absolute majority of the votes represented at the EGM will be required for the approval of the Special Dividend, both for the proposal under agenda item 1 (distribution of the Special Dividend) and the proposal under agenda item 2 (release of capital contribution reserves to other general reserves).
What happens if WISeKey shareholders do not approve the Special Dividend?
WISeKey's board of directors believes the Spin-Off is beneficial for WISeKey shareholders and recommends that all shareholders vote in favor of the resolution at the upcoming EGM. Should the Special Dividend not be approved, the Spin-Off would not be completed.
How will the proposed Spin-Off of SEALSQ from WISeKey work?
The Spin-Off proposed by WISeKey will be effected by way of the distribution of the Special Dividend to holders of Class A Shares, Class B Shares and ADSs. WISeKey will distribute 20% of the SEALSQ Ordinary Shares held by WISeKey, and the remainder of the SEALSQ Ordinary Shares as well as all Class F Shares will be retained by WISeKey (subject to the grant and exercise of Class F Share options according to the F Share Option Plan) (for more details, please refer to this Brochure, section “Overview of Proposed Transaction”, p. 6 to 11 and the Prospectus, section "Business – Mechanics of the Spin-Off Distribution", p. 83 to 86). After completion of the Spin-off, WISeKey will continue to control SEALSQ through a majority of the voting rights attached to the SEALSQ Ordinary Share and the Class F Shares (i.e., approx. 90% of all voting rights attached to all shares in SEALSQ) and fully consolidate SEALSQ in its financial statements. You will not receive fractional SEALSQ Ordinary Shares but will instead receive cash upon the sale of the aggregated fractional shares. For more information, please refer to this Brochure, section “Procedure to Receive SEALSQ Ordinary Shares – Treatment of Fractions”, p. 20 and the Prospectus, section "Business—Mechanics of the Spin-Off Distribution", p. 83 to 86. Following the Spin-off, the SEALSQ Ordinary Shares will be publicly traded on the Nasdaq.
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What are the relevant dates for my entitlement to receive SEALSQ Ordinary Shares?
Please refer to this Brochure, section “Indicative Timeline” on p. 10.
When will I receive the SEALSQ Ordinary Shares?
Please refer to this Brochure, section “Indicative Timeline” on p. 10.
What do I have to do to receive SEALSQ Ordinary Shares?
If your WISeKey shares are held in a bank or brokerage account, the SEALSQ Ordinary Shares distributed to you will initially be registered by our distribution agent in the name of your bank or broker for credit to your account. Our distribution agent will coordinate the further distribution of the SEALSQ Ordinary Shares with your bank or broker. If you hold shares of WISeKey in certificated form, your ownership of SEALSQ Ordinary Shares will be recorded in the books of our transfer agent and a statement evidencing your ownership will be mailed to you. Certificates representing SEALSQ Ordinary Shares will not be issued in connection with the distribution of the Special Dividend, but we may elect to issue certificates in the future. In order to avoid back-up withholding of U.S. taxes on the distribution of SEALSQ Ordinary Shares, you will need to provide a duly completed and signed Form W-8 or Form W-9 prior to the distribution date. It is anticipated that, promptly after the applicable record date for the distribution of the Special Dividend, WISeKey (and/or the distribution agent) will send a notice of the distribution procedure for the SEALSQ Ordinary Shares to the applicable record date holders of WISeKey shares.
If you hold shares of WISeKey in ADS form, you will receive a notice from BNY Mellon on the distribution procedure for the SEALSQ Ordinary Shares.
Do I have to pay any consideration in order to receive SEALSQ Ordinary Shares as Special Dividend? Will there be any transaction costs to me?
No consideration will have to be paid to WISeKey or SEALSQ in order to receive SEALSQ Ordinary Shares.
Generally, the distribution of the SEALSQ Ordinary Shares in the form of the Special Dividend is free of charge, subject to any fees charged by the depository banks or custodians. To learn more about such fees, please contact your custodian bank or broker. Holders of WISeKey ADSs will be responsible to pay applicable depositary fees pursuant to the terms of the WISeKey ADS deposit agreement.
If I currently hold WISeKey ADSs, will I receive SEALSQ ADSs?
No. All holders of WISeKey shares and ADSs will receive SEALSQ Ordinary Shares. For further information, ADS holders should refer to the additional information included in the Prospectus, section "Business – Mechanics of the Spin-Off Distribution", p. 83 to 86.
What happens if the number of Class B shares or ADSs held by me leads to an entitlement to fractional SEALSQ Ordinary Shares?
Fractional entitlements to SEALSQ Ordinary Shares will not be distributed. Instead, the distribution agent for the WISeKey Class A Shares and Class B Shares, and the depositary bank for the WISeKey ADSs, will aggregate all fractional entitlements to SEALSQ Ordinary Shares that WISeKey shareholders and ADS holders, respectively, would be entitled to receive into whole SEALSQ Ordinary Shares and sell such whole shares into the open market at prevailing rates promptly after SEALSQ Ordinary Shares commence trading on the Nasdaq, and distribute the net cash proceeds from the sales (after deduction of applicable fees, taxes and expenses) pro rata to each holder who would have otherwise been entitled to receive fractional entitlements to SEALSQ Ordinary Shares in the distribution of the dividend in kind.
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What are the tax consequences of the Special Dividend for Swiss resident WISeKey shareholders?
For a summary of certain tax consequences in Switzerland, please refer to this Brochure, section "Overview of Tax Treatment of the Special Dividend Distribution for WISeKey Shareholders and ADSs Holders" on p. 22 and the Prospectus, section "Material Tax Considerations", p. 130 to 131.
WISeKey shareholders who are in doubt as to their tax position should consult their own tax advisor regarding the specific federal and local tax consequences applicable to them in connection with the distribution of SEALSQ Ordinary Shares as Special Dividend.
What are the U.S. federal income tax consequences of the Special Dividend for U.S. resident WISeKey shareholders and ADSs holders?
For a summary of certain U.S. federal income tax consequences to U.S. Holders, please refer to the Prospectus, section "Material Tax Considerations", p. 124 to 129.
U.S. Holders should consult their own tax advisors regarding the specific consequences applicable to them in connection with their receipt of SEALSQ Ordinary Shares in the Spin-Off.
When will trading in the SEALSQ Ordinary Shares commence?
Please refer to the “Indicative Timeline” on p. 9.
Will the number of WISeKey shares or ADSs I own change as a result of the Special Dividend?
No, the number of WISeKey shares or ADSs you own will not change as a result of the Special Dividend.
What will happen to the price of WISeKey shares or ADSs following the Spin-off?
Following the Spin-off, WISeKey's Class B Shares and its ADSs will continue to be listed and traded on the SIX Swiss Exchange Ltd and the Nasdaq, respectively. We cannot provide any assurance to shareholders as to what the market price of the Class B Shares or its ADSs may be after the Spin-off.
Can I buy SEALSQ Ordinary Shares now?
No, currently there is no public market for the SEALSQ Ordinary Shares, and there will be no such market prior to the distribution of the Special Dividend (for more details, please refer to this Brochure, section “Listing and Trading of SEALSQ Ordinary Shares” p. 8).
24/27
What happens if I sell my WISeKey shares prior to the record date for the Special Dividend?
If you sell your WISeKey shares prior to the record date for the Special Dividend, you will not be eligible to receive the Special Dividend or cash payments for fractional shares.
Can I elect not to receive SEALSQ Ordinary Shares?
No. Provided that the Special Dividend is approved at the EGM and the conditions precedent for its distribution are met (or waived), each WISeKey shareholder and ADSs holder that holds WISeKey shares or ADSs on the applicable record date for the Special Dividend will receive SEALSQ Ordinary Shares. If you do not wish to hold any SEALSQ Ordinary Shares, you will be able to sell all or part of your SEALSQ Ordinary Shares received as a dividend in kind on the Nasdaq after start of the trading of the SEALSQ Ordinary Shares.
For more details on the distribution of the Special Dividend, please refer to the Prospectus, section "Business – Mechanics of the Spin-Off Distribution", p. 83 to 86.
I am registered in the WISeKey share register. What do I have to do in order to be registered on the SEALSQ share register?
WISeKey shareholders registered in the WISeKey share register will not be automatically registered in the SEALSQ share register, but to facilitate prompt registration following the Spin-Off, SEALSQ will receive data from the WISeKey share register. Please contact your bank or broker if you wish to register your SEALSQ Ordinary Shares following the distribution of the Special Dividend. In case you do not want SEALSQ to receive your data from the WISeKey share register, please contact Computershare Schweiz AG during regular Swiss business hours by email at Share.Register@computershare.ch.
Are there risks associated with owning SEALSQ Ordinary Shares?
Ownership of SEALSQ Ordinary Shares is subject to both general and specific risks relating to the business of SEALSQ, the industry in which SEALSQ operates, its ongoing contractual relationships with WISeKey and its status as a separate, publicly traded company. Ownership of SEALSQ Ordinary Shares is also subject to risks relating to the Spin-Off. For more details on the material risks associated with the SEALSQ Ordinary Shares, please refer to the Prospectus, section "Risk Factors", p. 32 to 52.
For more questions and answers on the Transaction, please refer to the Prospectus, section "Questions and Answers About the Spin-off Distribution", p. 6 to 12.
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| VIII. | Further Information |
For further information about the Spin-Off, WISeKey or SEALSQ, please refer to:
| General information on WISeKey for Investors | https://www.wisekey.com/company/investors/ |
| General information on SEALSQ |
https://www.wisekey.com/company/investors/
Prospectus, section "Business", p. 80 to 82
|
| Information regarding the Spin-Off in particular |
https://www.wisekey.com/company/investors/
Prospectus, section "Background and Purpose of the Spin-Off Distribution", p. 82 to 86
|
| WISeKey e-mail distribution list | https://www.wisekey.com/company/investors/mailing-registration/ |
| WISeKey financial reports | https://www.wisekey.com/company/investors/financial-reports/ |
| SEALSQ financial information |
https://www.wisekey.com/company/investors/
Prospectus, section "Unaudited Pro Forma Condensed Combined Financial Information", p. 54 to 62
|
| WISeKey corporate calendar | https://www.wisekey.com/company/investors/investors-corporate-calendar/ |
26/27
Contact
Copies of this Brochure, any amendments thereto, and copies of the invitation to the EGM are available free of charge by contacting our Corporate Secretary at our registered office, General-Guisan-Strasse 6, 6030 Zug, Switzerland. This Brochure and any amendments thereto are made available on the website of WISeKey International Holdings Ltd (https://www.wisekey.com/investors).
Alternatively, contact your custodian bank or broker for further information.
WISeKey International Holding Ltd
For the Board of Directors
The Chairman
Carlos Moreira
27/27
Registration and Authorization Form Extraordinary General Meeting of WISeKey International Holding Ltd |
 |
Mr Mrs SAMPLE ADD 1 ADD 2 | |
Thursday, April 27, 2023 at 2:00 pm CEST SIX ConventionPoint Pfingstweidstrasse 110 8005 Zürich Admittance: 1:30 p.m. CEST |
|
Number of shares: *NUMBER* |
 |
NAME ADD 1 |
Registration (admission cards will be sent starting from April 21, 2023)
☐ I hereby register to attend the Extraordinary General Meeting and ask you to issue an admission card, together with the voting material, in my name.
I hereby authorize that, at the Extraordinary General Meeting, my shares (as well as any further shares registered in my name before the closing of the share register) be represented at the Extraordinary General Meeting and the voting rights attached to my shares be exercised by:
☐ the Independent Proxy, Anwaltskanzlei Keller AG, Splügenstrasse 8, CH-8002 Zürich, Switzerland.
To the extent that I do not mark boxes (see overleaf), thereby giving specific instructions, I instruct the Independent Proxy, by signing this form, to exercise my voting rights in favor of the proposals of the Board of Directors for all agenda items as well as any modified agenda items, proposals or other matters on which voting is permissible under Swiss law and which are properly presented at the Extraordinary General Meeting.
☐ a third party as representative.
If you tick this box, you will be provided with the admission card and a proxy. To authorize the third party as a representative, you are asked to fill in the admission card and the proxy, to sign both documents and to hand them over to the third party representative.
Instead of using this form you may authorize and give your instructions to the Independent Proxy until April 24, 2023 electronically, by accessing the website www.gvote.ch and then following the guidance displayed on your computer screen. Your personal access data for registration are:
| Electronic issuance of power of attorney | |||
| Internet: | www.gvote.ch | ||
| Username: | xxxxxx | ||
| Password: | xxxxxxxxxxxx | ||
Please send this form to Computershare Switzerland Ltd, WISeKey International Holding Ltd, Postfach, 4601 Olten, Switzerland, using the enclosed envelope. The completed form must be received no later than on April 24, 2023.
Date: __________________________ Signature: __________________________
Voting Instructions to the Independent Proxy
Agenda items as listed in the invitation to the Extraordinary General Meeting
| In favor | Against | Abstention | ||
| Item 1 | ||||
| Distribution of an Extraordinary Dividend in Kind in the Form of Shares in SEALSQ | ☐ | ☐ | ☐ | |
| Item 2 | ||||
| Release of Capital Contribution Reserves to Other General Reserves in an Amount Equal to the Difference Between the Market Value and the Book Value of the Special Dividend | ☐ | ☐ | ☐ | |
| Item 3 | ||||
| Amendment to the Articles of Association | ☐ | ☐ | ☐ |
The Board of Directors recommends a vote in favor of all agenda items and proposals listed above.
With regard to any modified agenda items, proposals or other matters for which voting is permissible under Swiss law and which are properly presented at the Extraordinary General Meeting, I hereby authorize the Independent Proxy to proceed as follows:
| ☐ | to vote in favor of any proposal of the Board of Directors |
| ☐ | to vote against any proposal |
| ☐ | to abstain |
Please mark the appropriate box.
| | |
Shareholder: *00000000* Card Owner: SAMPLE ADD 1 |
Mr Mrs SAMPLE ADD 1 ADD 2 |
Admission card
for the Extraordinary General Meeting of WISeKey International Holding Ltd
Thursday, April 27, 2023, 2:00 p.m. CEST, SIX ConventionPoint, Pfingstweidstrasse 110, 8005 Zürich, Admittance: 01:30 p.m. CEST
| *000000* | *00* | ||
| card number | number of votes |
Authorization
I will not attend the Extraordinary General Meeting and hereby authorize that my shares are represented at the Extraordinary General Meeting and the voting rights attached to my shares are exercised by:
| ☐ | the Independent Proxy, Anwaltskanzlei Keller AG, Splügenstrasse 8, CH-8002 Zürich, Switzerland. |
| ☐ | a third party representative. |
To authorize the third party, you are asked to fill in the voting instructions (see overleaf), to sign the document and to hand it over to such third party.
Name / First name: __________________________________________________________
Address: __________________________________________________________
If you return a signed admission card without marking any of the boxes, you authorize the Independent Proxy to exercise your voting rights in favor of the proposals of the Board of Directors for all agenda items as well as any modified agenda items, proposals or other matters on which voting is permissible under Swiss law and which are properly presented at the Extraordinary General Meeting.
Please send this admission card to Computershare Switzerland Ltd, WISeKey International Holding Ltd, Postfach, 4601 Olten, Switzerland. The completed card must be received no later than on April 24, 2023.
Date: __________________________ Signature: __________________________
WISeKey International Holding Ltd, General-Guisan-Strasse 6, 6300 Zug, Switzerland
T +41 (0) 22 594 30 00, F +41 (0) 22 22 594 30 01
Voting Instructions to the Independent Proxy
Agenda items as listed in the invitation to the Extraordinary General Meeting
| In favor | Against | Abstention | ||
| Item 1 | ||||
Distribution of an Extraordinary Dividend in Kind in the Form of Shares in SEALSQ |
☐ | ☐ | ☐ | |
| Item 2 | ||||
| Release of Capital Contribution Reserves to Other General Reserves in an Amount Equal to the Difference Between the Market Value and the Book Value of the Special Dividend | ☐ | ☐ | ☐ | |
| Item 3 | ||||
| Amendment to the Articles of Association | ☐ | ☐ | ☐ |
The Board of Directors recommends a vote in favor of all agenda items and proposals listed above.
With regard to any modified agenda items, proposals or other matters for which voting is permissible under Swiss law and which are properly presented at the Extraordinary General Meeting, I hereby authorize the Independent Proxy to proceed as follows:
| ☐ | to vote in favor of any proposal of the Board of Directors |
| ☐ | to vote against any proposal |
| ☐ | to abstain |
Please mark the appropriate box and make sure, that you have signed this form on the reverse page.
Dear valued ADR holder,
We herewith inform you that the Extraordinary General Meeting (the “EGM”) of the Shareholders of WISeKey International Holding Ltd (the “Company”) will be held on April 27, 2023, and that all holders as of the close of business on March 20, 2023 will be entitled to vote.
For environmental reasons, the Company has decided to reduce the amount of paper used for this mailing to the extent possible. As a result, you are only receiving this brief Notice accompanied by the voting instruction card.
The invitation which includes the agenda with the explanatory notes is available at the Company’s website at URL: https://www.wisekey.com/company/investors/
If you would like to obtain a printed copy of the invitation which includes the agenda with explanatory notes to the EGM, please write to:
Proxy Services Corporation
10 Drew Court – Suite #3
Ronkonkoma, NY 11779
or please call the following number: 1-800-555-2470.