SEALSQ（LAES.US）6-K仅为H1 2026简明合并财务报表的例行SEC备案，核心业绩三日前已通过新闻稿公开且指引维持不变

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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
For
the month of September
2026
Commission
File Number:
001-41709
SEALSQ
CORP
(Exact
Name of Registrant as Specified in Charter)
N/A
(Translation
of Registrant’s name into English)
British
Virgin Islands
Avenue
Louis-Casaï 58
1216
Cointrin, Switzerland
Not
Applicable
(State
or other jurisdiction of
incorporation or organization)
(Address
of principal executive office)
(I.R.S.
Employer
Identification No.)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒
Form 20-F ☐ Form 40-F
The
information contained in this Report on Form 6-K is hereby incorporated by reference into the registration statement on
Form F-3
of the Company (File No. 333-290963), as amended, and the registration statement on
Form S-8
of the Company (File No. 333-287139), and
into the base prospectus and any prospectus supplement outstanding under each of the foregoing registration statements, to the extent
not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended.
Exhibit
No.
Description
99.1
Condensed Consolidated Financial Statements of SEALSQ Corp as at June 30, 2026.
1
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: September 14
,
2026
SEALSQ CORP
By:
/s/ Carlos Moreira
Name:
Carlos Moreira
Title:
Chief Executive Officer
By:
/s/ John O’Hara
Name:
John O’Hara
Title:
Chief Financial Officer
2

----- ea030513901ex99-1.htm -----
Exhibit 99.1
Condensed
Consolidated Financial Statements
of
SEALSQ Corp
(unaudited)
As
of June 30, 2026
1.
Condensed Consolidated Statements of Comprehensive Income / (Loss)
F-2
2.
Condensed Consolidated Balance Sheets
F-4
3.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
F-6
4.
Condensed Consolidated Statements of Cash Flows
F-7
5.
Notes to the Condensed Consolidated Financial Statements
F-9
F-
1
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
1. Condensed Consolidated Statements of Comprehensive Income / (Loss)
Unaudited
6 months ended June 30,
Note
USD’000, except earnings per share
2026
2025
ref.
Net sales
11,151
4,825
33
Cost of sales
(
5,486
)
(
2,956
)
Depreciation of production assets
(
257
)
(
243
)
Gross profit
5,408
1,626
Other operating income
1,432
1,662
34
Research & development expenses
(
8,718
)
(
4,724
)
Selling & marketing expenses
(
7,181
)
(
6,025
)
General & administrative expenses
(
23,103
)
(
13,776
)
Total operating expenses
(
37,570
)
(
22,863
)
Operating loss
(
32,162
)
(
21,237
)
Non-operating income
9,735
2,814
36
Interest and amortization of debt discount
(
1
)
(
88
)
Non-operating expenses
(
5,266
)
(
1,517
)
37
Loss before income tax expense
(
27,694
)
(
20,028
)
Income tax income / (expense)
302
(
2
)
Equity in earnings of unconsolidated affiliates
(
397
)
-
Net loss
(
27,789
)
(
20,030
)
Net loss attributable to noncontrolling interests
(
77
)
-
Net loss attributable to SEALSQ Corp
(
27,712
)
(
20,030
)
Earnings per Ordinary Share (USD)
39
Earnings per Ordinary Share
Basic
(
0.13
)
(
0.17
)
Diluted
(
0.13
)
(
0.17
)
Earnings per Ordinary Share attributable to SEALSQ Corp
Basic
(
0.13
)
(
0.17
)
Diluted
(
0.13
)
(
0.17
)
Earnings per F Share (USD)
39
Earnings per F Share
Basic
(
0.64
)
(
0.86
)
Diluted
(
0.64
)
(
0.86
)
Earnings per F Share attributable to SEALSQ Corp
Basic
(
0.64
)
(
0.86
)
Diluted
(
0.64
)
(
0.86
)
F-
2
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Unaudited
6 months ended June 30,
Note
USD’000
2026
2025
ref.
Other comprehensive income / (loss), net of tax:
Foreign currency translation adjustments
(
614
)
10
Unrealized gains on debt securities
Unrealized holding gains / (losses) arising during the period
(
1
)
23
Defined benefit pension plans:
Net gain arising during the period
138
75
30
Other comprehensive income / (loss)
(
477
)
108
Comprehensive loss
(
28,266
)
(
19,922
)
Other comprehensive loss attributable to noncontrolling interests
(
93
)
-
Other comprehensive income / (loss) attributable to SEALSQ Corp
(
384
)
108
Comprehensive loss attributable to noncontrolling interests
(
170
)
-
Comprehensive loss attributable to SEALSQ Corp
(
28,096
)
(
19,922
)
The accompanying notes are an integral part of
these consolidated financial statements.
F-
3
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
2. Condensed Consolidated Balance Sheets
USD’000, except par value
As of
June 30,
2026
(unaudited)
As of
December 31,
2025
Note
ref.
ASSETS
Current assets
Cash and cash equivalents
479,797
417,657
9
Restricted cash, current
6,311
-
6
Accounts receivable, net of allowance for doubtful accounts
21,706
12,944
10
Inventories
2,101
2,012
11
Prepaid expenses
1,440
880
Investment, current
2,449
10,032
12
Government assistance
6,613
4,579
13
Other current assets
1,392
1,534
14
Total current assets
521,809
449,638
Noncurrent assets
Loans receivable, noncurrent
-
31
Deferred tax credits
4,479
2,295
15
Property, plant and equipment, net of accumulated depreciation
5,014
3,770
16
Intangible and crypto assets, net of accumulated amortization
30,405
20,953
17
Operating lease right-of-use assets
5,874
6,113
18
Finance lease right-of-use assets
87
126
18
Goodwill
11,695
5,656
19
Available-for-sale debt securities, noncurrent
128
129
20
Investments in unconsolidated affiliates
836
4,259
21
Investments in unconsolidated related party affiliates
9,617
9,958
22
Other investments
24,454
1,000
23
Other noncurrent assets
243
251
24
Total noncurrent assets
92,832
54,541
TOTAL ASSETS
614,641
504,179
LIABILITIES
Current Liabilities
Accounts payable
23,850
16,818
25
Notes payable
555
689
26
Deferred revenue, current
1,010
25
Current portion of obligations under operating lease liabilities
583
668
Current portion of obligations under finance lease liabilities
35
57
Income tax payable
-
3
Other current liabilities
10,126
9,988
27
Total current liabilities
36,159
28,248
F-
4
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
USD’000, except par value
As of
June 30,
2026
(unaudited)
As of
December 31,
2025
Note
ref.
Noncurrent liabilities
Bonds, mortgages and other long-term debt
696
989
28
Deferred Revenue
1,064
-
Operating lease liabilities, noncurrent
5,216
5,523
Finance lease liabilities, noncurrent
55
72
Deferred tax liability
5,805
4,367
Employee benefit plan obligation
2,630
2,162
30
Other noncurrent liabilities
877
1,310
Total noncurrent liabilities
16,343
14,423
TOTAL LIABILITIES
52,502
42,671
Commitments and contingent liabilities
31
SHAREHOLDERS’ EQUITY
Common stock - Ordinary shares
2,234
1,915
32
Par value - USD 0.01
Authorized - 500,000,000 and 500,000,000
Issued and outstanding - 223,430,764 and 191,525,129
Common stock - F shares
75
75
32
Par value - USD 0.05
Authorized - 10,000,000 and 10,000,000
Issued and outstanding - 1,499,800 and 1,499,800
Share subscription in progress
Additional paid-in capital
655,724
534,773
Accumulated other comprehensive income / (loss)
468
852
Accumulated deficit
(
103,819
)
(
76,107
)
Total shareholders’ equity attributable to SEALSQ Corp’s shareholders
554,682
461,508
Noncontrolling interest in consolidated subsidiaries
7,457
-
Total shareholders’ equity
562,139
461,508
TOTAL LIABILITIES AND EQUITY
614,641
504,179
The accompanying notes are an integral part of
these consolidated financial statements.
F-
5
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
3. Condensed Consolidated Statements of Changes in Shareholders’ Equity
Unaudited 6 months ended June 30,
Number of common shares
Common share capital
USD’000 (except for share numbers)
Ordinary Shares
F Shares
Ordinary Shares
F Shares
Total share capital
Share subscription in progress
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive income / (loss)
Total stockholders’ equity
Noncontrolling interests
Total equity (deficit)
Note ref.
As of December 31, 2024
100,039,519
1,499,700
1,000
75
1,075
-
116,568
(
41,913
)
758
76,488
-
76,488
Options exercised
1,231,981
100
12
-
12
1
(
3,024
)
-
-
(
3,011
)
-
(
3,011
)
Stock-based compensation
-
-
-
-
-
-
8,296
-
-
8,296
-
8,296
Securities Purchase Agreements
10,000,000
-
100
-
100
-
18,122
-
-
18,222
-
18,222
Warrant exercises
4,469,382
-
45
-
45
-
7,292
-
-
7,337
-
7,337
ATM
7,509,737
-
75
-
75
-
26,749
-
-
26,824
-
26,824
Investment in Wecan Group
481,110
-
5
-
5
-
1,922
-
-
1,927
-
1,927
Comprehensive income / (loss)
-
-
-
-
-
-
-
(
20,030
)
108
(
19,922
)
-
(
19,922
)
As of June 30, 2025
123,731,729
1,499,800
1,237
75
1,312
1
175,925
(
61,943
)
866
116,161
-
116,161
As of December 31, 2025
191,525,129
1,499,800
1,915
75
1,990
-
534,773
(
76,107
)
852
461,508
-
461,508
Options exercised and acquisition of common stock for tax withholding obligations
1,492,005
-
15
-
15
-
(
303
)
-
-
(
288
)
-
(
288
)
35
Stock-based compensation
-
-
-
-
-
-
5,508
-
-
5,508
-
5,508
35
Securities Purchase Agreements
22,913,630
-
229
-
229
-
115,820
-
-
116,049
-
116,049
32
Warrant exercises
7,500,000
75
-
75
-
(
74
)
-
-
1
-
1
32
Acquisition of Wecan Group
-
-
-
-
-
-
-
-
-
-
7,627
7,627
6
Net Income
-
-
-
-
-
-
-
(
27,712
)
-
(
27,712
)
(
77
)
(
27,789
)
Other Comprehensive income / (loss)
-
-
-
-
-
-
-
-
(
384
)
(
384
)
(
93
)
(
477
)
As of June 30, 2026
223,430,764
1,499,800
2,234
75
2,309
-
655,724
(
103,819
)
468
554,682
7,457
562,139
The accompanying notes are an integral part of
these consolidated financial statements
F-
6
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
4. Condensed Consolidated Statements of Cash Flows
Unaudited
6 months ended June 30,
USD’000
2026
2025
Cash Flows from operating activities:
Net income / (loss)
(
27,789
)
(
20,030
)
Adjustments to reconcile net income to net cash provided by / (used in) operating activities:
Depreciation of property, plant & equipment
436
315
Amortization of finance lease right-of-use assets
37
-
Non-cash operating lease expense
-
21
Amortization of intangible assets
2,296
-
Impairment loss on crypto assets
323
-
Interest and amortization of debt discount
1
88
Loss on remeasurement of equity interest
320
-
Derecognition of WECAN tokens upon consolidation of Wecan
239
-
Stock-based compensation
3,970
9,935
Inventory valuation allowance
369
(
14
)
Loss from equity-method investments
397
-
Change in income tax receivable – withholding tax
(
2,184
)
(
562
)
Income tax recovery
(
302
)
-
Other non-cash expenses / (income)
Unrealized and non-cash foreign currency transactions
1,395
(
335
)
Changes in operating assets and liabilities, net of effects of businesses acquired / divested
Decrease (increase) in accounts receivables, net of balance owed to related parties and shareholders and their affiliates
(
671
)
1,068
Decrease (increase) in accounts receivable from shareholders and affiliates, excluding debt and interest on debt
(
5,956
)
(
3,218
)
Decrease (increase) in accounts receivable from to related parties, excluding debt and interest on debt
(
2,053
)
(
688
)
Decrease (increase) in inventories
(
339
)
(
772
)
Decrease (increase) in government assistance
(
2,034
)
98
Decrease (increase) in other current assets and prepaids, net
(
32
)
44
Decrease (increase) in other noncurrent assets
8
(
8
)
Increase (decrease) in accounts payable
7,068
1,950
Increase (decrease) in accounts payable owed to shareholders and affiliates, excluding debt and interest on debt
(
331
)
(
750
)
Increase (decrease) in accounts payable owed to related parties, excluding debt and interest on debt
124
150
Increase (decrease) in deferred revenue, current
679
10
Increase (decrease) in income tax payable
(
3
)
(
1
)
Increase (decrease) in other current liabilities, excluding stock-based compensation liability
(
376
)
(
144
)
Increase (decrease) in deferred revenue, noncurrent
1,064
-
Increase (decrease) in defined benefit pension liability
41
1,343
Increase (decrease) in interest on debt owed to related parties
5
(
379
)
Increase (decrease) in other noncurrent liabilities
(
433
)
-
Net cash used in operating activities
(
23,731
)
(
11,879
)
F-
7
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Unaudited
6 months ended June 30,
USD’000
2026
2025
Cash Flows from investing activities:
Acquisition of property, plant and equipment
(
1,518
)
-
Acquisition of cryptocurrencies
-
(
161
)
Acquisition of investment in SAFE
(
6,000
)
(
300
)
Acquisition of investment in Quobly SAS
(
17,454
)
-
Acquisition of investment in Miraex
(
640
)
-
Acquisition of available-for-sale debt securities
-
(
104
)
Sale / (acquisition) of investment, current
7,583
-
Acquisition of a business, net of cash and cash equivalents acquired
(
4,314
)
-
Acquisition of unconsolidated affiliates and unconsolidated related party affiliates
-
(
1,538
)
Net cash used in investing activities
(
22,343
)
(
2,103
)
Cash Flows from financing activities:
Proceeds from options and warrants exercises
16
7,398
Proceeds from issuance of Common Stock
124,999
48,263
Common Stock issuance costs
(
8,950
)
(
2,715
)
Issuance of convertible loan
(
650
)
Repayment of indebtedness to related parties
-
(
2,750
)
Repayment of debt
(
532
)
Payments of debt issue costs
-
-
Acquisition of common stock for tax withholding obligations
(
242
)
-
Net cash provided by financing activities
114,641
50,196
Effect of exchange rate changes on cash and cash equivalents
(
116
)
101
Cash and cash equivalents
Net increase (decrease) during the period
68,451
36,315
Balance, beginning of period
417,657
84,624
Cash and cash equivalents balance, end of period
486,108
120,939
Reconciliation to balance sheet
Cash and cash equivalents
479,797
120,939
Restricted cash, current
6,311
-
Balance, end of period
486,108
120,939
Supplemental cash flow information for financing and investing activities
Cash paid for income taxes
-
-
Cash paid for interest, net of amounts capitalized
4
-
ROU assets obtained from operating lease
-
70
ROU assets obtained from finance lease
34
-
Shares withheld to satisfy tax obligations
242
3,035
Issuance of shares in relation to investments in unconsolidated affiliates
-
1,948
The accompanying notes are an integral part of these
consolidated financial statements.
F-
8
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
5. Notes to the Condensed Consolidated Financial Statements
Note
1. The SEALSQ Group
SEALSQ Corp, together with its consolidated subsidiaries
(“SEALSQ” or the “Group” or the “SEALSQ Group”), was incorporated in April 2022 under the laws
of the British Virgin Islands (“BVI”). The SEALSQ Group’s registered office is located in Tortola, BVI. The Group’s
ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol “LAES” since May 23, 2023.
On January 1, 2023, the Group acquired
100
% of
the outstanding shares of SEALSQ France SAS (formerly WISeKey Semiconductors SAS) and its subsidiaries. Prior to this acquisition, the
Group did not have any operations.
On August 4, 2025, SEALSQ acquired
100
% of IC’Alps
SAS, thereby broadening its services to Application-Specific Integrated Circuit (“ASIC”) design. On June 1, 2026, SEALSQ acquired
100
% of Miraex SA (“Miraex”), a Swiss technology company focused on photonic integrated circuit technologies for quantum computing
and quantum communications, and a controlling interest in the Wecan Group SA (“Wecan”), a Swiss company operating a blockchain-based
digital infrastructure platform focused on secure, decentralized data exchange for the banking sector.
The Group operates in the semiconductor, quantum
technology and cybersecurity industries. It designs and markets secure semiconductor products, including post-quantum secure elements,
Trusted Platform Modules and custom ASICs, together with Public Key Infrastructure (“PKI”) and managed digital identity services,
for applications spanning Internet of Things (“IoT”), industrial, government and digital-payment markets. The Group’s
roadmap includes obtaining regulatory certifications for, and commercializing, its post-quantum secure semiconductor products. With its
latest acquisitions, the Group aims to deploy secure quantum communication solutions.
Note 2.
Future operations and going concern
The Group recorded a loss from operations in this
reporting period and the accompanying condensed consolidated financial statements have been prepared assuming that the Group will continue
as a going concern.
The Group incurred a net operating loss of USD
32.2
million in the six months ended June 30, 2026, and had positive working capital of USD
485.7
million as of June 30, 2026. Based on
the Group’s cash projections up to September 30, 2027, SEALSQ has sufficient liquidity to fund operations. We note that, historically,
the Group has been dependent on financing from its parent, WISeKey International Holding Ltd, or other investors to augment the operating
cash flow to cover its cash requirements.
Based on the foregoing, Management believes it
is correct to present these figures on a going concern basis.
Note 3.
Basis of presentation
The condensed consolidated financial statements
are prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (“
US GAAP
”)
as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). All amounts are in United
States dollars (“
USD
”) unless otherwise stated.
These unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Group’s annual
financial statements for the year ended December 31, 2025, as filed in the 20-F on March 31, 2026.
The Group’s interim period results do not
necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting
policies applied in the annual consolidated financial statements of the Group as of December 31, 2025, contained in the Group’s
Annual Report have been applied consistently in these unaudited condensed consolidated financial statements.
F-
9
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
It is management’s opinion that all adjustments
necessary for a fair statement of the results for the interim periods have been made. These unaudited condensed consolidated financial
statements include a description of the nature and amount of material adjustments other than normal recurring adjustments.
Acquisition of Miraex SA
On June 1, 2026, SEALSQ acquired
100
% of the outstanding
shares and voting rights of Miraex. The Group concluded that the acquired set did not meet the definition of a business under ASC 805
and accounted for the transaction as an asset acquisition under ASC 805-50. Miraex’ assets, liabilities and results of operations
have been included in the Group’s condensed consolidated financial statements from June 1, 2026. See Note 7 for further information.
The acquisition supports SEALSQ’s development
of secure quantum communication solutions.
Acquisition of Wecan Group SA
On June 1, 2026, SEALSQ acquired a
55.5
% controlling
interest in Wecan. The acquisition was accounted for as a business combination in accordance with ASC 805, with SEALSQ identified as the
accounting acquirer. Wecan’s assets, liabilities and results of operations have been included in the Group’s condensed consolidated
financial statements from June 1, 2026. See Note 6 for further information.
The acquisition enhances SEALSQ’s digital
security and trusted data-exchange solutions for sensitive industries.
Additional paid-in capital
During our 2025 financial reporting process, we
ascertained that, although SEALSQ is a BVI company with a direct listing on a U.S. stock exchange, its tax residency status means that
it is liable for stamp duties in Switzerland for its share issues. This resulted in the Group not accruing for stamp duties on its share
issues since inception, which affected SEALSQ’s equity presentation of capital increases in the financial statements ended June
30, 2024, and December 31, 2023. The error resulted in an overstatement of the capital increase impacts in additional paid-in capital
and an understatement of other current liabilities
.
We assessed that there was not a substantial likelihood that the error would
have been viewed by the reasonable investor as having significantly altered the “total mix” of information made available,
and as such concluded that a “little r” restatement was required. In application of ASC 250, we corrected the error in the
current year comparative financial statements by adjusting the prior period information.
The tables below show the effect of the adjustment
of the prior period information on the Condensed Consolidated Statements of Comprehensive Income / (Loss), Condensed Consolidated Statements
of Changes in Shareholders’ Equity and Condensed Consolidated Statements of Cash Flows. The related interest accrual in relation
to the late payment in prior years was deemed immaterial and was not adjusted in retained earnings, instead, a total cumulated interest
expense of $
30,138
was recorded in the income statement in the six months ended June 30, 2025 ($
4,884
arising in 2023, $
14,563
in 2024
and $
10,691
in the six months ended June 30, 2025).
F-
10
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Condensed Consolidated Statements of Comprehensive
Income / (Loss)
As reported
in the financial statements ended June 30, 2025
As adjusted in the financial statements ended June 30, 2026
6 months ended June 30,
6 months ended June 30,
USD’000
2025 (unaudited)
2025 (unaudited)
Non-operating expenses
(
1,487
)
(
1,517
)
Loss before income tax expense
(
19,998
)
(
20,028
)
Net loss
(
20,000
)
(
20,030
)
Comprehensive loss
(
19,892
)
(
19,922
)
Condensed Consolidated Statements of Changes
in Shareholders’ Equity
As reported in the financial statements ended June 30, 2025 (unaudited)
As adjusted in the financial statements ended June 30, 2026 (unaudited)
USD’000
Additional paid-in capital
Accumulated deficit
Total equity (deficit)
Additional paid-in capital
Accumulated deficit
Total equity (deficit)
As of December 31, 2024
117,944
(
41,913
)
77,864
116,568
(
41,913
)
76,488
Share Purchase Agreements (Anson SPA and L1 SPA)
18,325
-
18,426
18,122
-
18,223
Warrant exercises (Anson Warrants and L1 Warrants)
7,330
-
7,374
7,292
-
7,337
ATM
27,048
-
27,123
26,749
-
26,824
Investment in Wecan Group
1,944
-
1,949
1,922
-
1,927
Comprehensive income / (loss)
(
20,000
)
-
(
20,030
)
(
19,922
)
As of June 30, 2025
177,863
(
61,913
)
118,129
175,925
(
61,943
)
116,162
Condensed Consolidated Statements of Cash
Flows
As reported in the financial statements ended June 30, 2025
As adjusted in the financial statements ended June 30, 2026
6 months ended June 30,
6 months ended June 30,
USD’000
2025 (unaudited)
2025 (unaudited)
Cash Flows from operating activities:
Net income / (loss)
(
20,000
)
(
20,030
)
Increase / (decrease) in other current liabilities, excluding stock-based compensation liability
(
174
)
(
144
)
F-
11
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Note 4. Summary
of significant accounting policies
Asset Acquisition
The Group evaluates acquisitions under ASC 805
to determine whether the acquired set meets the definition of a business. If substantially all of the fair value of the gross assets acquired
is concentrated in a single identifiable asset or group of similar identifiable assets, the acquired set is not considered a business.
Acquisitions that do not meet the definition of
a business are accounted for as asset acquisitions under ASC 805-50. The cost of an asset acquisition includes the consideration transferred
and direct transaction costs and is allocated to the assets acquired and liabilities assumed based on their relative fair values. No goodwill
is recognized.
Investment in Equity Securities
Equity securities are any security representing
an ownership interest in an entity or the right to acquire or dispose of an ownership interest in an entity at fixed or determinable prices,
in accordance with ASC 321, i.e., investments that do not qualify for accounting as a derivative instrument, an investment in consolidated
subsidiaries, or an investment accounted for under the equity method.
The Group accounts for these investments in equity
securities at fair value at the reporting date, except for those investments without a readily determinable fair value where the Group
has elected the measurement at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly
transactions for the identical or a similar investment of the same issuer, in line with ASC 321. Changes in fair value are accounted
for in the income statement as a non-operating income/expense.
Segment Reporting
Our chief operating decision maker, who is also
our Chief Executive Officer, regularly reviews information collated into two segments for purposes of allocating resources and assessing
budgets and performance. We report our financial performance based on this segment structure described in Note 38.
Recent Accounting Pronouncements
Adoption of new FASB Accounting Standard in
the current year – Prior-Year Financial Statements not restated:
As of January 1, 2026, the Group adopted Accounting
Standards Update (ASU) 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt
Instruments, which clarifies the accounting treatment for certain settlements of convertible debt instruments that do not occur under
the instruments’ preexisting terms.
ASU 2024-04 introduces a “preexisting contract
approach” to determine whether an inducement offer should be accounted for as an induced conversion. Under this approach, an inducement
offer is considered to preserve the form and amount of consideration if it provides the debt holder with at least the same consideration
as the original conversion terms of the instrument. The assessment is based on the terms as they existed one year before the offer acceptance
date, especially if the instrument was modified within that period. Additionally, the standard clarifies that induced conversion accounting
applies to convertible debt instruments within the scope of Subtopic 470-20 that are not currently convertible, provided the instrument
contained a substantive conversion feature at both its issuance date and the inducement offer acceptance date. There was no impact on
the Group’s results upon adoption of the standard.
As of January 1, 2026, the Group adopted Accounting
Standards Update (ASU) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable
and Contract Assets, which provides targeted simplifications to the current expected credit loss (CECL) model for certain short-term financial
assets arising from revenue transactions.
ASU 2025-05 introduces a practical expedient that
allows entities to assume that current economic conditions as of the balance-sheet date remain unchanged for the remaining life of certain
current accounts receivable and current contract assets when estimating expected credit losses. This eliminates the need to develop forward-looking
macroeconomic forecasts for these short-term assets, reducing complexity and documentation burden. The standard also includes related
disclosure requirements for entities electing the practical expedient or subsequent collection approach. There was no impact on the Group’s
results upon adoption of the standard.
F-
12
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
New FASB Accounting Standard to be adopted
in the future:
In November 2024, the FASB issued ASU 2024-03,
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses, which updates mandates that public business entities provide more detailed disclosures about specific expense categories in
their financial statement notes, enhancing transparency for investors.
Summary: Entities are required to disaggregate
certain expense captions presented on the income statement into the following natural expense categories, such as purchases of Inventory,
Employee compensation, Depreciation and Intangible Asset Amortization. These disaggregated expenses must be presented in a tabular format
within the notes to the financial statements for both annual and interim reporting periods. Additionally, entities are required to disclose
the total amount of selling expenses and provide their definition.
Effective Date: ASU 2024-03 is effective for annual
reporting periods for public business entities for fiscal years beginning after December 15, 2026, and for interim reporting periods within
fiscal years beginning after December 15, 2027. Early adoption is permitted.
The Group expects to adopt the guidance when effective.
Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have
a material impact.
In September 2025, the FASB issued ASU 2025-06,
Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use
Software. This ASU makes targeted improvements to Subtopic 350-40 to increase the operability of the recognition guidance considering
different methods of software development.
Summary: This update amends Subtopic 350-40 by
removing references to prescriptive software development stages and introducing a principle-based approach for capitalizing costs. Under
this approach, capitalization begins when management has authorized and committed to funding and it is probable that the project will
be completed and used as intended. Additionally, the ASU introduces a framework for assessing significant development uncertainty, clarifies
that specific asset disclosures apply to all capitalized internal-use software costs, and consolidates guidance for website development
costs into Subtopic 350-40.
Effective Date: ASU 2025-06 is effective for all
entities for fiscal years beginning after December 15, 2027. Early adoption is permitted.
The Group expects to adopt the guidance when effective.
Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have
a material impact.
In December
2025,
the FASB issued ASU
2025-11, Interim Reporting (Topic
270):
Narrow Scope Improvements. This update clarifies and refines the guidance in ASC
270
to improve how entities prepare and disclose interim financial statements and notes in accordance with U.S. GAAP.
Summary: The update specifies that ASC
270
applies to all entities that provide a complete set of interim financial statements with notes. It clarifies the form and content of interim
financial statements and accompanying disclosures, including a consolidated list of disclosure requirements relevant for interim periods.
The ASU also codifies a disclosure principle requiring entities to report material events or changes that occur after the most recent
annual reporting period, such as significant changes in estimates, accounting policies, or contingencies. These amendments improve clarity,
consistency, and ease of application but do not change the fundamental nature of interim reporting.
Effective Date: ASU 2025-11 is effective for public
business entities for interim periods within annual periods beginning after December
15,
2027.
Early adoption is permitted. The Group expects to adopt the guidance when effective. Management is assessing the impact of the aforementioned
guidance on its interim financial statements but does not expect it to have a material impact.
In April 2026, the FASB issued ASU 2026-01, Equity
(Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock, which eliminates diversity in practice
by providing explicit guidance for instruments that previously lacked specific treatment under U.S. GAAP.
F-
13
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Summary: The update clarifies that issuers must
initially measure paid-in-kind (PIK) dividends on equity-classified preferred stock using the contractually stated dividend rate rather
than the fair value of the underlying shares. It also establishes consistent presentation and disclosure requirements for the issuance
of these shares.
Effective Date: ASU 2026-01 is effective for all
entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.
Early adoption is permitted. The Group expects to adopt the guidance when effective. Management is assessing the impact of the aforementioned
guidance on its consolidated financial statements but does not expect it to have a material impact.
Note 5. Concentration
of credit risks
Financial instruments subject to credit
risk
Financial instruments that are potentially subject
to credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Our cash and cash equivalents is mostly held
with one large financial institution. Management believes that the financial institution that holds most of our cash and cash equivalents
is financially sound and, accordingly, is subject to minimal credit risk. However, to the extent that such deposits exceed the maximum
insurance levels, they are uninsured.
Customer concentration
The Group sells to large, international customers
and, as a result, may maintain individually significant trade accounts receivable balances with such customers during the year. We generally
do not require collateral on trade accounts receivable.
Summarized below are the clients whose revenue
was 10% or higher than the respective total consolidated net sales for the six months ended June 30, 2026 and 2025, and the clients whose
trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance as of June
30, 2026 and December 31, 2025. In addition, we note that some of our clients are contract manufacturers for the same companies; should
these companies reduce their operations or change contract manufacturers, this would cause a decrease in our customer orders which would
adversely affect our operating results.
Revenue concentration
Unaudited
6 months ended June 30,
(% of total net sales)
2026
2025
International computer and hardware manufacturer
15
%
9
%
International distributor of semiconductor, electronics
15
%
9
%
Receivables concentration
As of
June 30, 2026
(unaudited)
As of
December 31, 2025
(% of total accounts receivable and maximum amount of loss due to credit risk)
%
USD’000
%
USD’000
International computer and hardware manufacturer
17
%
856
28
%
1,196
International distributor of semiconductor, electronics
12
%
617
3
%
134
International cables designer and manufacturer
4
%
223
11
%
460
F-
14
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Note 6. Business
Combination
On June 1, 2026 (the “Acquisition Date”),
the Group obtained control of Wecan, a Swiss company operating a blockchain-based digital infrastructure platform focused on secure, decentralized
data exchange. The acquisition expands the Group’s secure digital identity and blockchain capabilities and is expected to provide
technology, commercial and operational synergies.
The Group initially acquired a
31.87
% equity interest
in Wecan on June 27, 2025, for total consideration of USD
3.5
million and accounted for the investment under the equity method. The carrying
amount of the investment was USD
3.4
million as of December 31, 2025. Immediately before the Acquisition Date, the Group continued to
own
31.87
% of Wecan’s outstanding ordinary shares. Through subscriptions in Wecan capital increases of CHF
5
million (USD
6.4
million at historical rate), the Group increased its ownership to
55.52
% of the outstanding ordinary shares (
51.93
% on a fully diluted
basis) and obtained control.
The acquisition was accounted for as a business
combination achieved in stages in accordance with ASC 805 with SEALSQ identified as the accounting acquirer. The assets, liabilities and
results of Wecan have been included in the Group’s condensed consolidated financial statements from June 1, 2026.
The form of consideration for the newly acquired
interest was cash subscribed through capital increase.
The preliminary acquisition-date fair value attributable to the acquisition consisted
of the following components:
USD’000
Fair value of previously held equity interest
3,097
Fair value of interest acquired through the June 2026 capital increase
6,423
Total consideration attributable to SEALSQ
9,520
Fair value of noncontrolling interests (“NCI”)
7,627
Aggregate acquisition-date fair value, including NCI
17,147
The amounts above are based on the implied Acquisition
Date equity value derived from the June 2026 capital increase. The USD
6.4
million fair value of the newly acquired interest represents
SEALSQ’s cash subscription in the capital increase at historical rate. The subscription cash was received by Wecan before the Acquisition
Date and included in restricted cash in the Acquisition Date balance sheet, and it remained in restricted cash as of June 30,2026 when
it was revalued. The acquired assets table below presents the gross acquisition-date balances recognized in consolidation. Noncontrolling
interests were measured at fair value using the implied equity value and the applicable ownership percentage.
Immediately before the Acquisition Date, the Group
remeasured its previously held equity interest in Wecan to its acquisition-date fair value of USD
3.1
million, resulting in a remeasurement
loss of USD
320
thousand. Upon obtaining control, USD
51
thousand of accumulated other comprehensive income related to the previously
held interest was reclassified to earnings, resulting in a net acquisition-date loss of USD
270
thousand. The remeasurement loss and related
AOCI reclassification are presented in non-operating expense and non-operating income, respectively.
In connection with the acquisition, SEALSQ entered
into a shareholders’ agreement that provides SEALSQ with an irrevocable call option to acquire all remaining shares of Wecan held
by the noncontrolling shareholders. The option is exercisable solely at SEALSQ’s discretion beginning on the third anniversary of
the Acquisition Date. The call option is an embedded feature of the noncontrolling interest and does not result in recognition of a separate
derivative asset or liability or classification of the noncontrolling interest as redeemable equity.
The following table summarizes the preliminary
allocation of the acquisition-date fair value as of June 1, 2026:
USD’000
Restricted cash
6,527
Technology
4,062
Trademarks
1,248
Cash and cash equivalents
455
Prepaid expenses and other current assets
286
Crypto assets
71
Accounts receivable
66
Total assets acquired, excluding goodwill
12,715
Deferred income tax liability
(
770
)
Other current liabilities
(
398
)
Deferred revenue
(
309
)
Employee benefit obligation
(
295
)
Accounts payable
(
5
)
Total liabilities assumed
(
1,777
)
Net identifiable assets acquired
10,938
Goodwill
6,209
Aggregate acquisition-date fair value, including NCI
17,147
F-
15
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
The acquisition-date amounts recognized are provisional
because the Group has not completed its assessment of certain acquired assets and liabilities, including the valuation of acquired intangible
assets, deferred revenue, employee benefit obligations, and the related deferred tax effects. The Group expects to finalize these valuations
and the resulting goodwill within the measurement period, which will not exceed one year from the Acquisition Date. Measurement-period
adjustments, if any, will be recognized retrospectively as of the Acquisition Date, with corresponding revisions to comparative information,
as applicable.
Goodwill represents the excess of the aggregate
acquisition-date fair value over the fair value of identifiable assets acquired and liabilities assumed. Goodwill is primarily attributable
to the expected benefits from Wecan’s assembled workforce, future technology development, commercial expansion and other synergies
that do not qualify for separate recognition as identifiable intangible assets. Goodwill has been allocated provisionally to the reporting
unit included within the Group’s non-reportable segment. Goodwill is recorded in Wecan’s functional currency (CHF), is translated
into USD at each reporting date in accordance with ASC 830.
Goodwill is not amortized and is tested for impairment
at least annually, or more frequently if events or changes in circumstances indicate that it may be impaired, in accordance with ASC 350.
No impairment indicators were identified as of June 30, 2026. Goodwill is not expected to be deductible for income tax purposes.
The acquired technology and trademarks are being
amortized on a straight-line basis over preliminary estimated useful lives of
15
years.
The weighted-average useful life of the acquired
identifiable intangible assets is approximately
15
years.
USD’000
Technology
4,062
Trademarks
1,248
Acquired identifiable intangible assets
5,310
For the period from June 1, 2026, through June
30, 2026, Wecan contributed revenue of USD
24,333
and net loss of USD
148,543
to the Group’s condensed consolidated results.
Supplemental Pro Forma Information (Unaudited)
The following unaudited pro forma consolidated
financial information presents the combined results of SEALSQ and Wecan as if the acquisition had occurred on January 1, 2025:
6 months ended June 30,
USD’000
2026
2025
Revenue
11,487
5,453
Net income (loss)
(
28,209
)
(
21,300
)
The unaudited pro forma financial information includes
adjustments to reflect incremental amortization of acquired identifiable intangible assets, related income tax effects, the acquisition-date
remeasurement of the previously held equity interest, acquisition-related transaction costs and elimination of intercompany transactions.
The pro forma financial information does not reflect potential synergies or integration costs and is not necessarily indicative of the
results that would have occurred or of future results.
Note 7. Asset
acquisition
On June 1, 2026, SEALSQ Corp acquired
100
% of
the outstanding shares of Miraex SA, a Swiss technology company focused on photonic integrated circuit technologies for quantum computing
and quantum communications.
The Group evaluated the acquisition under ASC
805, Business Combinations, and elected to apply the optional concentration test. Approximately
92.9
% of the fair value of the gross assets
acquired was concentrated in Miraex’ proprietary Thin Film Lithium Tantalate photonic integrated circuit technology. Accordingly,
substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar identifiable
assets, the acquired set did not meet the definition of a business, and the transaction was accounted for as an asset acquisition in line
with ASC 805.
The total acquisition cost was USD
5.8
million
(CHF
4.6
million) and consisted of the following components:
USD’000
Base purchase price
5,046
Amounts paid to third-party convertible-loan holders
724
Direct transaction costs
75
Total acquisition cost paid in cash
5,845
Direct transaction costs were capitalized as part
of the cost of the asset acquisition. The Group’s CHF
0.5
million pre-closing convertible loan entered into on March 24, 2026, with
Miraex, which was applied toward SEALSQ’s capital subscription at closing but was not included in the above base purchase price,
and a separate CHF
0.5
million capital contribution to fund Miraex’ operations and development were accounted for as separate shareholder
capital transactions and were not included in acquisition cost.
F-
16
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
The following table summarizes the allocation
of acquisition cost as of June 1, 2026:
USD’000
Acquired technology
7,524
Property, plant and equipment
261
Cash and cash equivalents
254
Inventory
118
Other receivables
81
Other assets
56
Total assets acquired
8,294
Deferred income tax liability
(
1,128
)
Financial liabilities
(
765
)
Pension liabilities
(
270
)
Accounts payable
(
161
)
Other liabilities
(
125
)
Total liabilities assumed
(
2,449
)
Net assets acquired / total acquisition cost
5,845
The acquisition cost was allocated to the assets
acquired and liabilities assumed based on their relative fair values, subject to the requirements of other applicable US GAAP. The principal
asset recognized was acquired technology with an initial carrying amount of USD
7.5
million (CHF
5.9
million). A deferred income
tax liability of USD
1.1
million (CHF
0.9
million) was recognized in connection with the acquired technology. Because the transaction
was accounted for as an asset acquisition, no goodwill was recognized.
The acquired technology is being amortized on
a straight-line basis over its estimated useful life of
14.6
years. Amortization commenced on June 1, 2026.
Note 8. Fair
value measurements
ASC 820 establishes a three-tier fair value hierarchy
for measuring financial instruments, which prioritizes the inputs used in measuring fair value. These tiers include:
●
Level 1, defined as observable inputs such as quoted prices
in active markets;
●
Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and
●
Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions.
As of June 30, 2026
As of December 31, 2025
Fair
USD’000
Carrying amount
Fair
value
Carrying amount
Fair
value
value
level
Note
ref.
Recurring fair value measurements
Available-for-sale debt securities, noncurrent
128
128
129
129
3
20
Investment, current
2,449
2,449
10,032
10,032
2
12
In addition to the methods and assumptions we
use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following
methods and assumptions to estimate the fair value of our financial instruments:
-
Available-for-sale debt securities, noncurrent - fair value remeasured as of reporting period, based on
information available.
-
Investment, current – consists of a managed investment account held with UBS Switzerland AG. Although
the account is made up of a diversified, actively managed portfolio, including publicly traded equity securities, investment funds and
exchange-traded funds, fixed-income instruments, structured products, and fiduciary call deposits and short-term cash balances, with fair
value levels ranging from Level 1 to Level 3, fair value is remeasured as of reporting period, based on the statement of assets made available
by UBS at the reporting date, which falls under Level 2.
The carrying amounts of accounts receivable, accounts
payable, notes payable, and indebtedness to related parties approximate their fair values due to the short-term nature of these instruments.
The carrying amount of bonds, mortgages and other long-term debt approximates fair value as the underlying interest rates are consistent
with current market rates. These financial instruments are not measured at fair value on a recurring or nonrecurring basis and are accordingly
not included in the fair value hierarchy table above; the fair value information above is provided solely in accordance with ASC 825-10-50-10.
Investments in SAFEs and equity securities without
a readily determinable fair value are accounted for under the measurement alternative in ASC 321 (cost minus impairment) and are therefore
not fair value measurements; see Note 23 for the related carrying amounts and impairment assessment.
F-
17
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Note 9. Cash
and cash equivalents
Cash consists of deposits held at major banks.
Note 10. Accounts
receivable
The breakdown of the accounts receivable balance
is detailed below:
USD’000
As of
June 30,
2026 (unaudited)
As of
December 31,
2025
Trade accounts receivable
5,333
4,649
Allowance for credit losses
(
369
)
(
380
)
Accounts receivable from shareholders
14,063
8,107
Accounts receivable from other related parties
2,610
549
Accounts receivable from underwriters, promoters, and employees
59
7
Other accounts receivable
10
12
Total accounts receivable, net of allowance for credit losses
21,706
12,944
As of June 30, 2026, accounts receivable from
shareholders consisted of a receivable from WISeKey International Holding Ltd (“WISeKey”), which controls a majority of the
Group’s voting rights as of June 30,2026, in relation to services provided by SEALSQ and pension liabilities due by WISeKey following
a transfer of employees from WISeKey to SEALSQ.
Accounts receivable from other related parties
consisted of balances due from WISeKey subsidiaries (WISeKey SA, SEALCOIN AG and WISeSat.Space AG) in relation to services provided by
SEALSQ, pension liabilities due by WISeKey SA following employee transfers to SEALSQ, as well as receivables from Quantix Edge Security
and Quobly. See Note 41 for details on related parties.
Note 11. Inventories
Inventories consisted of the following:
USD’000
As of
June 30,
2026 (unaudited)
As of
December 31,
2025
Raw materials
500
670
Work in progress
597
192
Finished goods
1,004
1,150
Total inventories
2,101
2,012
Note 12. Investment,
current
Managed Investment Account
In November 2025, the Group entered into a discretionary
asset management arrangement with UBS Switzerland AG (“UBS”) and opened an investment account under the UBS “Manage
Premium” mandate (the “UBS Investment Account). Under the terms of the arrangement, UBS is authorized to manage the assets
held in the UBS Investment Account on a discretionary basis within agreed investment parameters. The UBS Investment Account is maintained
for investment purposes and not for day-to-day operating cash needs.
The UBS Investment Account consists of a diversified,
actively managed portfolio, including publicly traded equity securities, investment funds and exchange-traded funds, fixed-income instruments,
structured products, and fiduciary call deposits and short-term cash balances held to facilitate portfolio management.
The UBS Investment Account is classified as current
investments and is measured at fair value at each reporting date. Changes in fair value, including unrealized gains and losses, are recognized
in earnings. Fair value is determined based on UBS account statements reflecting observable market prices for the underlying investments.
Cash balances and call deposits held within the
UBS Investment Account are not segregated or designated for operating use and are maintained as part of the overall investment strategy.
Accordingly, such balances are not classified as cash or cash equivalents
Note 13. Government
assistance
SEALSQ France SAS and IC’Alps SAS are eligible
for research tax credits provided by the French government. As of June 30, 2026 and December 31, 2025, the receivable balances in respect
of these research tax credits owed to the Group were respectively USD
6,613,247
and USD
4,578,813
, each translated at the period-end exchange
rate.
F-
18
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
The credit is deductible from the entity’s
income tax charge for the year or payable in cash the following year, whichever event occurs first. Refundable R&D tax credits are
accounted for as government assistance in accordance with ASC 832 and are recognized in the consolidated financial statements consistent
with the Group’s accounting policy.
In addition, the Companies are also entitled to
receive other grants, including interest subvention—a government incentive that subsidizes or reduces the interest cost on eligible
borrowings (see Note 28 for further details)—as well as reimbursements for certain expenses.
Note 14. Other
current assets
Other current assets consisted of the following:
USD’000
As of
June 30,
2026 (unaudited)
As of
December 31,
2025
Value-Added Tax receivable
1,076
733
Advanced payment to suppliers
235
303
Deposits, current
32
5
Customer contract assets, current
-
451
Other current assets
49
42
Total other current assets
1,392
1,534
Note 15. Deferred
tax credits
Most of our deferred tax credits balance relates
to Swiss withholding tax charged on financial interest that is recoverable after the end of each tax year.
Note 16. Property,
plant and equipment
Property, plant and equipment, net consisted of
the following.
USD’000
As of
June 30,
2026
(unaudited)
As of
December 31,
2025
Machinery and equipment
15,711
14,554
Buildings and leasehold improvements
218
224
Office equipment and furniture
2,446
2,421
Computer equipment and licenses
1,220
698
Total property, plant and equipment, gross
19,595
17,897
Accumulated depreciation for:
Machinery and equipment
(
11,599
)
(
11,284
)
Buildings and leasehold improvements
(
27
)
(
13
)
Office equipment and furniture
(
2,351
)
(
2,334
)
Computer equipment and licenses
(
604
)
(
496
)
Total accumulated depreciation
(
14,581
)
(
14,127
)
Total property, plant and equipment, net
5,014
3,770
Depreciation charge for the 6 months ended June 30,
436
315
In the six months ended June 30, 2026, SEALSQ
did not identify any events or changes in circumstances indicating that the carrying amount of any asset may not be recoverable. As a
result, the Group did not record any impairment charge on property, plant and equipment in the six months ended June 30, 2026.
The useful economic life of property plant and
equipment is as follows:
●
Machinery, equipment and production tools
5
to
10
years
●
Office equipment and furniture
2
to
5
years
●
Production masks
5
years
●
Probe cards
5
years
●
Licenses
3
years
●
Software
1
year
F-
19
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Note 17. Intangible
and crypto assets
Intangible and crypto assets consisted of the
following:
USD’000
As of
June 30,
2026
(unaudited)
As of
December 31,
2025
Crypto assets under the cost
-
less
-
impairment model:
WECAN tokens
-
500
Crypto assets and related balances:
USDC tokens and related market-maker receivable
82
-
Total crypto assets and related balances, net
82
500
Intangible assets subject to amortization:
Trademarks
1,912
676
Patents
2,282
2,281
License agreements
5,336
5,449
Customer relationships
12,730
13,127
Technology
12,908
-
Other intangibles
3,624
5,277
Total intangible assets, gross
38,874
27,310
Accumulated amortization for:
Trademarks
(
82
)
(
31
)
Patents
(
2,281
)
(
2,281
)
License agreements
(
3,365
)
(
2,463
)
Customer relationships
(
614
)
(
288
)
Technology
(
219
)
-
Other intangibles
(
1,908
)
(
1,294
)
Total accumulated amortization
(
8,469
)
(
6,357
)
Total intangible assets subject to amortization, net
30,323
20,453
Total intangible assets, net
30,405
20,953
Amortization charge for the 6 months ended June 30,
2,296
-
Management evaluated the acquired identifiable
intangible assets and other long-lived assets under ASC 360 and concluded that the asset group was recoverable, and no impairment loss
was required as of June 30, 2026.
At December 31, 2025, the Group held
195,788,312
WECAN utility tokens received through token purchase and service arrangements with Wecan. Because Wecan was a related party, the WECAN
tokens were outside the scope of ASC 350-60 and were accounted for as indefinite-lived intangible assets under ASC 350-30 using a cost-less-impairment
model.
Immediately prior to obtaining control of Wecan
on June 1, 2026, the carrying amount of the WECAN tokens was USD
561,377
. Based on observable market pricing at May 31, 2026, the Group
recognized an impairment loss of USD
322,668
, reducing the carrying amount to USD
238,709
.Upon consolidation of Wecan on June 1,
2026, the remaining USD
238,709
carrying amount was derecognized because WECAN is issued by a consolidated subsidiary and
no
corresponding
obligation was recognized within Wecan. Accordingly, the consolidated carrying amount of WECAN tokens was
nil
at June 30, 2026.
The Group continues to track the underlying WECAN
token quantities notwithstanding the
nil
carrying amount at June 30, 2026. Any subsequent external transfer or disposal will be accounted
for based on the terms and substance of the transaction.
At June 30, 2026, the Group held
65,412
USDC tokens
through Wecan’s Uniswap liquidity arrangement. The USDC tokens were owned and withdrawable by Wecan and had a fair value of USD
65,412
at June 30, 2026. The remaining USD
16,214
included within crypto assets and related balances relates to a market-maker receivable.
As of June 30, 2026, a balance of USD
2,786,454
of license fees was outstanding in line with agreed payment terms, made up of USD
1,906,039
payable in the next 12 months recorded
in accounts payable and USD
880,415
payable in long-term recorded in other noncurrent liabilities on the consolidated balance sheet.
The useful economic life of intangible assets
is as follows:
●
Technology
15
years
●
Trademarks
9
to
15
years
●
Patents
5
to
10
years
●
License agreements
1
to
3
years
●
Customer relationships
19
years
●
Other intangibles
2
to
9
years
F-
20
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Future amortization charges are detailed below:
Future estimated aggregate amortization expense
Year
USD’000
2026
2,647
2027
3,306
2028
2,053
2029
1,786
2030 and beyond
20,531
Total intangible assets subject to amortization, net
30,323
Note 18. Leases
The Group has historically entered into a number
of lease arrangements under which it is the lessee. As of June 30, 2026, the SEALSQ Group holds six operating leases which relate to premises.
We do not sublease. All our operating leases include
multiple optional renewal periods which are not reasonably certain to be exercised.
As of June 30, 2026, the Group holds five finance
leases relating to IT equipment. During the six months ended June 30, 2026, the Group completed
one
sale and leaseback transaction relating
to IT equipment. The transaction met the criteria for a sale under ASC 606, and, accordingly, the Group derecognized the assets sold and
recognized a right-of-use asset and lease liability in accordance with ASC 842. The leaseback arrangements are classified as finance leases.
During the six months ended June 30, 2026 and
2025, we recognized rent expenses associated with our leases as follows:
Unaudited
6 months ended June 30,
USD’000
2026
2025
Finance lease cost:
Amortization of right-of-use assets
37
-
Interest on lease liabilities
2
-
Operating lease cost:
Fixed rent expense
415
178
Variable lease cost
70
-
Short-term lease cost
-
-
Net lease cost
524
178
Lease cost - Cost of sales
-
Lease cost - General & administrative expenses
524
178
Net lease cost
524
178
In the six months ended June 30, 2026 and 2025,
we had the following cash and non-cash activities associated with our leases:
Unaudited
6 months ended June 30,
USD’000
2026 (unaudited)
2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
415
178
Financing cash flows from finance leases
39
-
Non-cash investing and financing activities:
Net lease cost
524
178
Additions to ROU assets obtained from:
New operating lease liabilities
-
70
New finance lease liabilities
39
-
F-
21
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
The following table provides the details of right-of-use
assets and lease liabilities as of June 30, 2026, and as of December 31, 2025:
USD’000
As of
June 30,
2026
(unaudited)
As of
December 31,
2025
Right-of-use assets:
Operating leases
5,874
6,113
Finance leases
87
126
Total right-of-use assets
5,961
6,239
Lease liabilities:
Operating leases
5,799
6,191
Finance leases
90
129
Total lease liabilities
5,889
6,320
As of June 30, 2026, future minimum annual lease
payments were as follows.
Year (USD’000)
Operating
Finance
Total
2026
451
28
479
2027
873
52
925
2028
853
36
889
2029
853
9
862
2030 and beyond
3,586
10
3,596
Total future minimum operating and finance lease payments
6,616
135
6,751
Less effects of discounting
(
817
)
(
45
)
(
862
)
Lease liabilities recognized
5,799
90
5,889
As of June 30, 2026 the weighted-average remaining
lease term was
7.50
years for operating leases and
2.90
years for finance leases.
As leases do not provide an implicit rate, we
calculated an estimate rate based upon the estimated incremental borrowing rate of the Group. The weighted average discount rate associated
with operating lease as of June 30, 2026 was
3.71
%. The weighted average discount rate associated with finance lease as of June 30, 2026
was
2.92
%.
Note 19. Goodwill
The Group performs its annual goodwill impairment
test on October 1 of each year, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Under
the quantitative test, the fair value of each reporting unit is compared with its carrying amount, including goodwill. If the carrying
amount exceeds the reporting unit’s fair value, an impairment charge is recognized in an amount equal to the excess, limited to
the total amount of goodwill allocated to that reporting unit.
On August 4, 2025, the Group acquired
100
% of
IC’Alps SAS. In connection with the acquisition, goodwill of EUR
4,815,338
was recognized as part of the purchase price allocation
under ASC 805. On June 1, 2026, the Group acquired control of Wecan and goodwill of CHF
4,849,470
was recognized in connection with
the acquisition, as further described in Note 6. Business Combinations.
In the ASIC segment, the goodwill relates to the
acquisition of IC’Alps, which represents the reporting unit for purposes of goodwill impairment testing. During the six months ended
June 30, 2026, management reviewed IC’Alps’ performance against budget as part of its interim goodwill impairment assessment.
Based on this assessment, including current project activity and the longer-term business outlook, management concluded that a quantitative
goodwill impairment test was not required, and
no
impairment loss was recognized as of June 30, 2026. The Group’s next annual goodwill
impairment test will be performed as of October 1, 2026.
Goodwill arising from the Wecan acquisition is
included within the Group’s non-reportable segment. Management evaluated whether any events or changes in circumstances through
June 30, 2026, indicated that the goodwill may be impaired. No such indicators were identified, and no impairment loss was recognized
as of June 30, 2026.
IC’Alps’ functional currency is the
Euro (EUR) and Wecan’s functional currency is the Swiss Franc (CHF). Accordingly, goodwill recognized in connection with these acquisitions
was recorded in the respective functional currencies and is translated into the Group’s reporting currency (USD) at each reporting
date in accordance with ASC 830.
Translation adjustments are recorded in accumulated other comprehensive income and do not impact net
income.
F-
22
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
USD’000
ASIC Segment
Non-reportable Segment
Total
Goodwill balance as of December 31, 2024
-
-
Goodwill acquired during the year
5,504
-
5,504
Currency translation adjustment
152
-
152
Impairment losses
-
-
-
As of December 31, 2025
Goodwill
5,504
-
5,504
Accumulated currency translation adjustment
152
-
152
Goodwill balance as of December 31, 2025
5,656
-
5,656
Goodwill acquired during the period
-
6,209
6,209
Currency translation adjustment
(
170
)
-
(
170
)
Impairment losses
-
-
-
As of June 30, 2026
Goodwill
5,504
6,209
11,713
Accumulated currency translation adjustment
(
18
)
-
(
18
)
Goodwill balance as of June 30, 2026
5,486
6,209
11,695
The assessment of goodwill impairment requires
judgment, including the evaluation of qualitative factors such as operating performance, projected cash flows, industry and market conditions,
and other relevant events and circumstances. Changes in these factors could result in future impairment charges.
Note 20. Available-for-sale
debt securities, noncurrent
The following table summarizes the amortized cost,
gross unrealized gains and losses, and fair value of our available-for-sale debt securities. Unrealized gains and losses are recorded
in other comprehensive income under unrealized gain or loss on available-for-sale debt securities.
Type of security
Amortized cost
USD’000
Unrealized gains
USD’000
Unrealized losses
USD’000
Fair value
USD’000
Maturity
Convertible corporate bonds
129
-
1
128
1
to
5
years
Total
129
-
1
128
As of June 30,2026, the Group held one convertible
corporate bond issued by ColibriTD, a French Quantum-as-a-Service (QaaS) company.
Note 21.
Investments in unconsolidated affiliates
Quantix Edge Security S.L.
On September 11, 2025, SEALSQ made a EUR
0.75
million capital contribution to Quantix Edge Security S.L. (“Quantix”), a Spanish joint venture, and acquired a
5.0
% ownership
interest. SEALSQ determined that it does not control Quantix but has the ability to exercise significant influence. Accordingly, the investment
is accounted for under the equity method of accounting. The investment was initially recorded at cost.
No
material basis differences requiring
amortization were identified at the acquisition date.
Quantix was in a pre-operational stage as of June
30, 2026, and an equity method loss of USD
41,959
was recognized for the six months ended June 30, 2026. As of June 30, 2026, the carrying
amount of the investment was USD
835,776
and
no
impairment indicators were identified.
Management evaluated the significance of Quantix
under Rule 1-02(w) of Regulation S-X as of and for the six months ended June 30, 2026. None of the applicable thresholds exceeded
20
%.
Accordingly, summarized financial information is not required.
Note 22.
Investments in unconsolidated related party affiliates
WISeSat.Space Corp
On November 6, 2025, the Group invested USD
10.0
million in WISeSat.Space Corp (“WISeSat Corp”) and acquired
870
shares, representing an
8.08
% ownership interest; the remaining
ownership interest is held by WISeKey. The Group determined that it does not control WISeSat Corp but has the ability to exercise significant
influence. Accordingly, the investment is accounted for under the equity method. Because the Group and WISeSat Corp are under the common
control of WISeKey, the investment is presented as an investment in an unconsolidated related-party affiliate. The investment was initially
recorded at cost, and no material basis differences requiring amortization were identified.
F-
23
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
For the six months ended June 30, 2026, the Group
recognized an equity method loss of USD
340,817
. As of June 30, 2026, the carrying amount of the investment was USD
9,617,266
and
no
impairment
indicators were identified.
Management evaluated the significance of WISeSat
Corp under Rule 1-02(w) of Regulation S-X as of and for the six months ended June 30, 2026. None of the applicable thresholds
exceeded 20%. Accordingly, summarized financial information is not required.
Note 23.
Other investments
Investment in SAFE
On December 4, 2025, February 16, 2026, and May
25, 2026, the Group entered into Simple Agreements for Future Equity (“SAFEs”, and individually, “SAFE”) with EeroQ
Corporation (“EeroQ”), a privately held U.S.-based quantum computing company. The investments do not convey equity ownership,
voting rights, or significant influence at inception.
The Group invested an aggregate of USD
7.0
million
under the SAFEs, consisting of an initial investment of USD
1.0
million in December 2025, USD
1.0
million in February 2026, and a
further investment of USD
5.0
million in May 2026.
The SAFEs provide the Group with contractual rights
to receive equity interests or cash upon the occurrence of specified future events, including qualifying equity financing, liquidity events,
or dissolution events.
The investments are measured at cost less impairment
as they do not have a readily determinable fair value. The Group evaluates the investments for impairment and observable price changes
in orderly transactions for identical or similar investments of the same issuer at each reporting date.
As of June 30, 2026, the carrying amount of the
SAFE investments was USD
7.0
million. Management concluded that no impairment indicators or observable price changes requiring adjustment
were identified during the period.
Investment in equity securities
On May 26, 2026, SEALSQ acquired
16,666
Series
A preferred shares of Quobly SAS (“Quobly”), a French quantum computing company developing silicon-based quantum processors,
together with attached anti-dilution warrants, for an aggregate consideration of EUR
14,999,400
. The investment represents approximately
7.4
% ownership of Quobly on a non-diluted basis and is accounted for as an investment in equity securities under ASC 321. As Quobly is
a privately held company and the investment does not have a readily determinable fair value, the investment is measured using the measurement
alternative and is recorded at cost, less impairment, and adjusted for observable price changes in orderly transactions for identical
or similar investments of the same issuer.
As of June 30, 2026, the carrying amount of the
investment was USD
17,453,872
(EUR
14,999,400
) and management concluded that no impairment indicators or observable price changes requiring
adjustment existed.
In connection with the investment, SEALSQ entered
into a five-year Joint Cooperation Agreement with Quobly to provide EUR
5.0
million of future orders and annual prepayments of EUR
1.0
million. The initial prepayment for the first year was recognized under accounts receivable from other related parties and customer contract
liability, current, as of June 30, 2026. Refer to Note 41 for the related-party disclosure.
Note 24.
Other noncurrent assets
Other noncurrent assets consisted of noncurrent
deposits. Deposits are primarily made up of rental deposits on the premises rented by the Group.
Note 25.
Accounts payable
The accounts payable balance consisted of the
following:
USD’000
As of
June 30,
2026
(unaudited)
As of
December 31,
2025
Trade creditors
5,437
4,893
Accounts payable to shareholders
1,232
1,563
Accounts payable to board members
5
632
Accounts payable to other related parties
740
617
Accounts payable to underwriters, promoters, and employees
11,252
2,856
Other accounts payable
5,184
6,257
Total accounts payable
23,850
16,818
As of June 30, 2026, accounts payable to Board
Members are made up of a balance of USD
4,680
payable to John O’Hara in relation to a tax refund (see Note 41 for detail).
F-
24
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Accounts payable to other related parties are
made up of the following (see Note 41 for detail):
-
a balance of USD
340,097
payable to WISeCoin AG in relation to accumulated interest on a loan repaid in
2025,
-
a balance of USD
256,178
payable to WISeKey SA in relation to recharge of employee costs,
-
a balance of USD
139,051
payable to related parties of Carlos Moreira in relation to accrued bonus and
social charges thereon, and
-
a balance of USD
5,158
payable to Antoine Kohler, member of the board of the Wecan Group, in relation
to his board fee.
Accounts payable to shareholders consist of short-term
payables due to WISeKey International Holding Ltd in relation to interest owed on the recharge of management services (see Note 41).
Accounts payable to underwriters, promoters and
employees consist primarily of payable balances to employees in relation to holidays, bonus and 13th month accruals across the Group.
Other accounts payable are mostly accruals of
social charges in relation to the accrued liability to employees as well as accruals in relation to non-trade creditors such as various
professional fees.
Note 26.
Notes payable
As of June 30, 2026, notes payable consisted of
short-term borrowings and the current portion of long-term borrowings. For further information regarding repayment terms and interest
rates, refer to Note 28.
Note 27.
Other current liabilities
Other current liabilities consisted of the following:
USD’000
As of
June 30,
2026
(unaudited)
As of
December 31,
2025
Customer contract liability, current
1,512
1,600
Supplier contract liability
328
-
Stamp duty liability
6,776
5,659
Other tax payable
1,323
1,191
Stock-based compensation liability, current
-
1,538
Other current liabilities
187
-
Total other current liabilities
10,126
9,988
Note 28.
Bonds, mortgages and other long-term debt
Borrowings as of June 30, 2026, primarily relate
to financing arrangements held by IC’Alps. The Group also assumed certain borrowings in connection with the acquisition of Miraex
on June 1, 2026. Debt is classified as current or noncurrent based on the contractual terms of the respective arrangements and the Group’s
right to defer settlement as of June 30, 2026. Interest expense is recognized using the effective interest method in accordance with ASC
835-30, as applicable.
Debt consisted of the following:
USD’000
Bpifrance Innovation R&D Loan
425
Bpifrance Innovation Loan
364
PGE loans (CIC, Bpifrance and BNP)
178
Recoverable advances – Bpifrance (Innovation and BELICIM)
175
Miraex borrowings
109
Total debt
1,251
Less: current portion
(
555
)
Noncurrent portion
696
F-
25
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
The aggregate contractual principal maturities
of debt as of June 30, 2026, are presented below. Amounts represent contractual principal repayments, translated using June 30, 2026,
exchange rates, and exclude interest and unamortized discounts.
Year
USD’000
2026
378
2027
440
2028
285
2029
199
2030 and thereafter
28
Total contractual principal
1,330
Bpifrance Innovation – Research &
Development Loan Agreement
On June 30, 2022, Bpifrance Financement granted
IC’Alps an Innovation – Research & Development Loan in the amount of EUR
500,000
to support an R&D program focused
on optimizing the energy consumption of integrated circuits. The loan is repayable in quarterly installments through
March 31, 2030
, and
bears a fixed interest rate of
2.06
% per annum. A processing fee was withheld from the proceeds at issuance. As the loan was granted at
market terms and transaction costs were immaterial, interest expense is recognized at the stated contractual rate.
As of June 30, 2026, the carrying amount of the
loan was EUR
372,940
(USD
424,835
), of which EUR
98,260
(USD
111,933
) was classified as current and EUR
274,680
(USD
312,903
) was classified
as noncurrent.
Bpifrance Innovation Loan
On June 30, 2022, Bpifrance Financement granted
IC’Alps a business loan in the amount of EUR
500,000
to finance intangible expenditures related to the industrial and commercial
launch of an innovation. The loan is repayable through
June 30, 2029
, and bears a fixed contractual interest rate of
4.29
% per annum.
A processing fee was withheld from the proceeds at issuance. The loan was initially measured at fair value, and interest expense is recognized
subsequently using the effective interest method at an effective interest rate of
5.25
% per annum.
As of June 30, 2026, the carrying amount of the
loan was EUR
319,880
(USD
364,392
), of which EUR
97,455
(USD
111,016
) was classified as current and EUR
222,425
(USD
253,376
) was classified
as noncurrent.
PGE loan – CIC Lyonnaise de Banque
On May 12, 2020, CIC Lyonnaise de Banque granted
IC’Alps a state-guaranteed cash-flow loan (“PGE”) in the amount of EUR
600,000
as part of the French government’s
COVID-19 economic support measures. Following an amendment effective May 15, 2021, repayment was rescheduled over a
60
-month period and
interest accrues at a fixed rate of
0.70
% per annum on the outstanding principal, together with guarantee fees. The facility was substantially
repaid by June 30, 2026.
PGE Soutien Innovation loan – Bpifrance
On June 15, 2020, Bpifrance Financement granted
IC’Alps a state-guaranteed cash-flow loan in the amount of EUR
600,000
. Following an amendment effective June 15, 2021, principal
and interest were rescheduled over
20
quarterly installments, and interest accrues at a fixed rate of
3.35
% per annum. The facility was
substantially repaid by June 30, 2026.
PGE loan – BNP Paribas
On June 14, 2022, BNP Paribas granted IC’Alps
a state-guaranteed business loan in the amount of EUR
300,000
. Following an amendment effective June 13, 2023, repayment of principal,
interest and guarantee fees was rescheduled over a
60
-month period, and interest accrues at a fixed rate of
3.75
% per annum.
As of June 30, 2026, the aggregate carrying amount
of the CIC, Bpifrance and BNP PGE loan population was EUR
156,585
(USD
178,374
), of which EUR
75,940
(USD
86,507
) was classified as current
and EUR
80,645
(USD
91,867
) was classified as noncurrent. The balance principally relates to the BNP Paribas facility.
Recoverable advance from Bpifrance (“Avance
Innovation”)
On July 3, 2018, Bpifrance Financement granted
IC’Alps an interest-free repayable advance (“Avance Innovation”) in the amount of EUR
652,000
to support the development
of analog and digital components for ultrasonic solutions. The advance was disbursed in
three
installments and is repayable in
20
equal
quarterly installments ending September 30, 2026. The advance was initially measured at fair value, and interest expense is recognized
subsequently using the effective interest method at an effective interest rate of
4.18
% per annum. The difference between the fair value
at initial recognition and the proceeds received was recognized as deferred grant income and is recognized in income over the related
period.
As of June 30, 2026, the carrying amount of the
advance was EUR
30,922
(USD
35,225
), all of which was classified as current.
F-
26
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
BELICIM project – Bpifrance grant
and recoverable advance agreement
On February 28, 2020, IC’Alps entered into
a multi-party aid agreement with Bpifrance Financement under the PSPC-Régions Call for Projects (BELICIM). The aid available to
IC’Alps was structured as a recoverable advance and a grant component. The recoverable advance is repayable in
four
annual installments
commencing December 31, 2024, unless the project is declared a technico-economic failure. The advance was initially measured at fair value,
and interest expense is recognized subsequently using the effective interest method at an effective interest rate of
0.94
% per annum.
As of June 30, 2026, the carrying amount of the
recoverable advance was EUR
122,492
(USD
139,537
), of which EUR
80,491
(USD
91,692
) was classified as current and EUR
42,000
(USD
47,845
)
was classified as noncurrent.
Miraex borrowings
In connection with the acquisition of Miraex SA
on June 1, 2026, the Group assumed a CHF
50,000
loan from Bühler AG and an interest-free loan from the Foundation for Technological
Innovation (“FIT”). The Bühler loan bears interest at
4
% per annum and matures on December 31, 2026. The FIT loan was
originally issued for CHF
100,000
and is measured at amortized cost using a
4
% effective interest rate. The difference between the proceeds
received and the initial fair value of the FIT loan was recognized as deferred grant income and is recognized in income over the financing
period.
As of June 30, 2026, the aggregate carrying amount
of the Miraex borrowings was CHF
87,824
(USD
108,719
), consisting of CHF
50,000
related to the Bühler loan and CHF
37,824
related
to the FIT loan. The full amount was classified as current at June 30, 2026.
Note 29.
Indebtedness to related parties
On April 1 and October 1, 2019, the SEALSQ Group
entered into loan agreements with WISeCoin AG, an affiliate of WISeKey, for, respectively. EUR
250,000
(the “WISeCoin Euro
Loan”) and USD
2,750,000
(the “WISeCoin USD Loan”) (together, the “WISeCoin Loans”). The WISeCoin Loans
bear interest at
3
% per annum, amended to
2.5
% on November 3, 2022, and have no maturity date.
On April 1, 2021, the Group entered into a Debt
Remission Agreement (the “Debt Remission”) with WISeKey pursuant to which EUR
5
million (USD
5,871,714
at historical rate)
of outstanding indebtedness was remitted without compensation. Under the terms of the Debt Remission, WISeKey retained the right to reinstate
the debt and require repayment in fiscal years in which SEALSQ France SAS achieves positive income before income tax expense. Accordingly,
the amount subject to the Debt Remission continued to be recognized as a noncurrent related-party liability and was revalued at each period
end at the applicable closing rate. On December 20, 2023, WISeKey agreed to write off EUR
2
million (USD
2,191,282
at historical rate),
leaving EUR
3
million (USD
3,105,300
) outstanding.
In 2025, the Group repaid in full the outstanding
EUR
3
million Debt Remission as well as the WISeCoin USD Loan principal in an amount of USD
2,750,000
and interest thereon
of USD
403,420
. The WISeCoin Euro Loan and interest thereon remained outstanding for a total amount of USD
305,700
as of December 31, 2025.
As of December 31, 2025, the Group owed WISeKey
and its affiliates USD
2,180,054
in current payables corresponding to the WISeCoin Euro Loan, unpaid interest and management fees,
and had a current receivable of USD
8,656,171
from WISeKey corresponding to management fees and advances.
As of June 30, 2026, the Group owed WISeKey and
its affiliates USD
1,967,370
in current payables corresponding to the WISeCoin Euro Loan, unpaid interest and management fees. The
WISeCoin Euro Loan and interest thereon remain outstanding and classified as current, for a total amount of USD
340,097
as of June
30, 2026.
As of June 30, 2026, the Group also had a current
receivable of USD
16,672,411
from WISeKey and its affiliates corresponding to management fees and advances.
Note 30.
Employee benefit plans
Defined benefit post-retirement plan
The Group maintains five pension plans: one maintained
by each of SEALSQ Corp, Wecan and Miraex covering their employees in Switzerland, one maintained by SEALSQ France SAS and one maintained
by IC’Alps SAS, both covering their employees in France.
All plans are considered defined benefit plans
and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the service
period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore, the
income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference
between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding
adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference
or unfunded status represents the pension liability.
F-
27
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
The Group records net service cost as an operating
expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss.
The liabilities and annual income or expense of
the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the
discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined
based on prevailing market prices.
The defined benefit pension plan maintained by
SEALSQ France SAS and IC’Alps SAS, and their obligations to employees in terms of retirement benefits, is limited to a lump sum
payment based on remuneration and length of service, determined for each employee. The plan is not funded, which means that there are
no plan assets.
The pension liability calculated as of June 30,
2026 for SEALSQ Corp, SEALSQ France SAS and IC’Alps SAS is based on annual personnel costs and assumptions as of December 31, 2025.
The pension liability calculated as of June 30, 2026 for Wecan and Miraex is based on annual personnel costs and assumptions as of May
31, 2026.
The expected future cash flows to be paid by the
Group for employer contribution for the year ended December 31, 2026 are approximately USD
211,000
.
Movement in Funded Status
6 months ended June 30,
USD’000
2026
2025
Net service cost
250
90
Interest cost / (credit)
74
41
Expected return on Assets
(
152
)
(
85
)
Amortization on net (gain) / loss
49
36
Amortization on prior service cost / (credit)
66
39
Foreign currency translation adjustments
3
-
Total net periodic benefit cost / (credit)
290
121
Employer contributions paid in the period
(
211
)
(
96
)
Total Cash flow
(
211
)
(
96
)
Note 31.
Commitments and contingencies
Lease commitments
The future payments due under leases are shown
in Note 18.
Warranties and indemnifications
The Group’s product and service sales agreements
are evaluated under ASC 606 and ASC 460 to determine whether a warranty is an assurance-type warranty (accounted for under ASC 460) or
a service-type warranty that represents a separate performance obligation under ASC 606. All of the warranties described below are assurance-type:
none provide the customer with a service beyond assurance that the related product or service will perform in accordance with its agreed-upon
specifications, and none give rise to a separate performance obligation.
Certain of the Group’s sales agreements also include
provisions indemnifying customers against liabilities arising from an infringement of a third party’s intellectual property rights, or
from a breach of confidentiality or service-level requirements. It is not possible to determine the maximum potential amount payable under
these indemnification agreements, given the Group’s lack of history of indemnification claims and the unique facts and circumstances of
each agreement. To date, the Group has not incurred any costs, and has not recognized any liability, related to these indemnification
obligations.
The Group also provides assurance-type warranties
on its ASIC products, with the warranty period and remedy varying by the stage of the product life cycle at which the circuit is delivered.
During the development phase (prototypes and pre-series chips), the warranty period is
three
to
six
months
from the date of delivery.
Once a circuit has reached volume production (delivered as a processed, unpackaged semiconductor chip or as a processed wafer), the warranty
period is
24
months from the date of delivery, and available remedies include replacement of the product, a credit note, or a rebate on
the purchase price.
In both cases, the customer may request that the
Group initiate a diagnostic process to assess a potential defect. If the process determines the circuit conforms to specifications —
excluding third-party IP or sub-blocks, and except where the customer has modified the product — or if the customer cancels the
process before completion, the customer bears the cost of that process. The cost of any redesign outside the scope of the warranty, or
of support requested after the warranty period has expired, is chargeable to the customer at cost or at agreed rates. The warranty excludes
damage not attributable to the Group, such as damage resulting from improper storage or use by the customer.
In accordance with ASC 460, the Group has classified
all of the warranties described above as assurance-type warranties, because each covers only the relevant product’s or service’s compliance
with its agreed-upon specifications.
No
liability has been recognized for potential warranty claims under any of these warranties, as
the Group cannot reasonably estimate the likelihood or amount of future payments. It is not possible to determine the maximum potential
amount under these indemnification agreements due to our lack of history of prior indemnification claims and the unique facts and circumstances
involved in each particular agreement. To date, we have not incurred any costs as a result of such indemnifications and have not accrued
any liabilities related to such obligations in our consolidated financial statements.
F-
28
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Note 32.
Stockholders’ equity
Stockholders’ equity consisted of the following:
As of June 30, 2026
As of December 31, 2025
Share Capital
Ordinary Shares
F Shares
Ordinary Shares
F Shares
Par value per share
USD
0.01
USD
0.05
USD
0.01
USD
0.05
Share capital (in USD)
2,234,308
74,990
1,915,251
74,990
Total number of authorized shares
500,000,000
10,000,000
500,000,000
10,000,000
Total number of fully paid-in issued shares
223,430,764
1,499,800
191,525,129
1,499,800
Total number of fully paid-in outstanding shares
223,430,764
1,499,800
191,525,129
1,499,800
Total share capital (in USD)
2,309,298
1,990,241
Ordinary Shares
Each ordinary share confers upon the shareholder
the following rights: the right to attend any meeting of shareholders; the right to
one
vote per ordinary share on any resolution of shareholders
as against each other ordinary share but, as a class, the ordinary shares shall retain
50.01
% of SEALSQ’s voting power; the right
to an equal share in any dividend paid by the Company against each other ordinary share, which shall be one fifth of any amount paid by
SEALSQ against each F share but shall not rank in preference or be subordinate to any other share; the right to an equal share in the
distribution of the surplus assets of SEALSQ against each other ordinary share, which shall be
one fifth
of any amount paid by SEALSQ
against each F share but shall not rank in preference to any other share; and such other rights and entitlements as may be specified in
the articles of association.
F Shares
Each F share confers upon the shareholder the
following rights: the right to attend any meeting of shareholders; a number of votes per F share, on any matter that is submitted
to a vote of shareholders, that would cause the total votes of all 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);
the right to an equal share in any dividend paid by SEALSQ against each other F share, 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; and the right to an equal share
in the distribution of the surplus assets of SEALSQ against each other F share, 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.
The F shares are subject to mandatory and automatic
redemption, 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 F shareholder which is a corporate entity), as determined by SEALSQ’s board of directors, in exchange for
the issuance of new ordinary shares at a ratio of five (
5
) ordinary shares for each one (
1
) F share redeemed. The F shares are non-transferable
Equity transactions
At-the-Market Facility
On May 19, 2025, SEALSQ entered into an at-the-market
(“ATM”) equity offering program pursuant to which it may offer and sell ordinary shares having an aggregate offering price
of up to USD
100
million from time to time through a designated sales agent.
During the six months ended June 30, 2026, the
Group did not sell any ordinary shares under the ATM program. As of June 30, 2026, approximately USD
28.9
million remained available for
future sales under the ATM facility.
Share Purchase Agreement with Several Institutional
Investors signed in March 2026
On March 15, 2026, the Group entered into a Securities
Purchase Agreement (the “March 2026 SPA”) with several institutional investors in connection with a registered direct offering
led by Maxim Group LLC. Pursuant to the March 2026 SPA, the Group agreed to sell and issue
22,913,630
ordinary shares and pre-funded ordinary
share purchase warrants to purchase up to
7,500,000
ordinary shares (the “Pre-funded Warrants”), together with Class E ordinary
share purchase warrants to purchase up to
60,827,260
ordinary shares (the “Class E Warrants”), for aggregate gross proceeds
of USD
124,999,269
.
Each Pre-funded Warrant is exercisable for
one
ordinary share at an exercise price of USD
0.0001
per share and is immediately exercisable until exercised in full. The Class E Warrants
are immediately exercisable, have an exercise price of USD
5.50
per ordinary share, and expire
seven years
from the date of issuance.
Each Class E Warrant is exercisable for
one
ordinary share.
F-
29
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
The ordinary shares, Pre-funded Warrants, and
Class E Warrants issued in connection with the March 2026 SPA were assessed as equity instruments and recorded within stockholders’
equity in accordance with ASC 480 and ASC 815. The gross proceeds from the transaction were allocated among the ordinary shares and the
Pre-Funded Warrants and Class E Warrants based on their relative fair values at the issuance date, with the amounts allocated to ordinary
shares recorded in the Common stock - Ordinary shares at par value and the excess credited to APIC, and the amounts allocated to the Pre-Funded
Warrants and Class E Warrants recorded in APIC. The fair value of the ordinary shares was determined based on the quoted market price
on the issuance date and the fair value of the Pre-Funded Warrants and Class E Warrants was estimated using a Black-Scholes option pricing
model.
Issuance costs directly attributable to the transaction
of USD
7,775,329
were recorded as a reduction of stockholders’ equity and allocated to the ordinary shares and the Pre-Funded Warrants
and Class E Warrants on the same relative fair value basis. All pre-funded warrants were exercised as of June 30, 2026, resulting in the
issuance of
7,500,000
ordinary shares.
Note 33.
Revenue
Nature of goods and services
The Group generates revenues from the sale of
semiconductors secure chips and from Digital Certificates, Software as a Service, Software license and Post-Contract Customer Support
(PCS) for cybersecurity applications. Products and services are sold principally separately but may also be sold in bundled packages.
The Group also generates revenues by delivering
custom ASIC (Application-Specific Integrated Circuit) design and development services during the pre-production phase, and by supplying
manufactured ASIC chips during the production phase. These services and products are typically contracted separately but may also be bundled
across multiple phases of the ASIC lifecycle.
For bundled packages, the Group accounts for individual
products and services separately if they are distinct – i.e. if a product or service is separately identified from other items in
the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a
bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available
or estimated based on the Adjusted Market Assessment approach (e.g. licenses), or the Expected Cost-Plus Margin approach (e.g., PCS).
The following is a description of the principal activities
from which the Group generates its revenue across all reportable segments.
Product and services
Nature, timing of satisfaction of performance obligations and significant payment terms
Semiconductors secure chips
Although they may be sold in connection with other services of the Group, they always represent distinct performance obligations.
The Group recognizes revenue when a customer takes possession of the chips, which usually occurs when the goods are delivered. Customers typically pay once goods are delivered.
SaaS
The Group’s SaaS arrangements cover the provision of cloud-based certificates for authentication purposes such as Device Attestation Certificates (DACs) for MATTER Protocol, IoT Device-to-Cloud Authentication, or Device-to-Device Authentication. The Group recognizes revenue on a straight-line basis over the service period which is usually yearly renewable.
Where lifelong certificates are issued, the Group recognizes revenue when the certificate is delivered and usable by the customer.
Customers usually pay ahead of the service period; the paid amounts which have not yet been recognized as revenue are shown as deferred revenue on the balance sheet.
Software and INeS Certificate Management Platform
The Group provides software for certificates life-cycle management and signing and authentication solutions through its INeS Certificate Management Platform. The Group recognizes revenue when the software has been delivered or the platform has been set up, and PCS revenue over the service period which is usually one-year renewable.
Customers pay upon delivery of the software or over the PCS.
Implementation, integration and other services
The Group provides services to implement and integrate multi-element cybersecurity solutions. Most of the time the solution elements are off-the-shelve non-customized components which represent distinct performance obligations. Implementation and integration services are payable when rendered, while other revenue elements are payable and recognized as per their specific description in this section.
ASIC Design
The services provided are structured into Work Packages (WPs), each representing a separate performance obligation. These could include services associated with the specification/ pre-study, design, prototyping or industrialization. Revenue is recognized over time using the cost-incurred method, as customers control the asset during development and the Group has a right to payment for performance to date. Payments are made progressively based on milestones and deliverables.
ASIC Production
Each purchase order for ASIC chips represents a distinct performance obligation to provide the specified quantity and type of chips. Revenue is recognized at a point in time, specifically, when control of the chip transfers to the customer upon delivery. The Company acts as principal, managing the full production process including subcontractor coordination, quality assurance, and logistics. Customers typically pay once goods are delivered.
F-
30
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Disaggregation of revenue
The following table shows the Group’s revenues
disaggregated by product or service type:
Disaggregation of revenue
Typical payment
At a point in time
Over time
Total
Unaudited 6 months ended June 30,
USD’000
2026
2025
2026
2025
2026
2025
Semiconductors Segment
Secure chips
Upon delivery
8,436
4,710
-
8,436
4,710
Certificates
Upon issuance
140
108
27
7
167
115
Total Semiconductors Segment
8,576
4,818
27
7
8,603
4,825
ASIC Segment
ASIC Design
Milestone based
-
-
2,500
-
2,500
-
ASIC Production
Upon delivery
4
-
-
-
4
-
Total ASIC Segment
4
-
2,500
-
2,504
-
Total Non-reportable Segment
20
-
24
-
44
-
Total Revenue
8,600
4,818
2,551
7
11,151
4,825
For the six months ended June 30, 2026 and 2025,
the Group recorded
no
revenues related to performance obligations satisfied in prior periods.
The following table shows the Group’s revenues
disaggregated by geography, based on our customers’ billing addresses:
Net sales by region
Unaudited
6 months ended
June 30,
USD’000
2026
2025
Semiconductors Segment
Europe, Middle East and Africa
1,768
852
North America
4,953
3,083
Asia Pacific
1,882
795
Latin America
-
95
Total Semiconductors Segment revenue
8,603
4,825
ASIC Segment
Europe, Middle East and Africa
1,893
-
North America
607
-
Asia Pacific
4
-
Total ASIC Segment revenue
2,504
-
Total Non-reportable Segment revenue
44
-
Total net sales
11,151
4,825
F-
31
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Contract assets, deferred revenue
and contract liability
Our contract assets, deferred revenue and contract
liability consist of:
USD’000
As of
June 30,
2026
(unaudited)
As of
December 31,
2025
Trade accounts receivable
Trade accounts receivable – Semiconductors Segment
3,518
3,283
Trade accounts receivable – ASIC Segment
1,405
986
Trade accounts receivable – Non reportable Segment
42
Total trade accounts receivable, net of allowance for credit losses
4,965
4,269
Contract assets – ASIC Segment
-
451
Total contract assets
-
451
Customer contract liabilities – Semiconductors Segment
1,184
4
Customer contract liabilities – ASIC Segment
328
1,596
Total customer contract liabilities - current
1,512
1,600
Deferred revenue
Deferred revenue – Semiconductors Segment
36
21
Deferred revenue – ASIC Segment
1,756
4
Deferred revenue – Non reportable Segment
281
Total deferred revenue
2,073
25
Revenue recognized in the period from amounts included in the deferred revenue at the beginning of the period
4
5
Increases or decreases in trade accounts receivable,
contract assets, deferred revenue and contract liabilities are primarily due to normal timing differences between our performance and
customer payments.
Remaining performance obligations
As of June 30, 2026, approximately USD
3,585,000
is expected to be recognized from remaining performance obligations for contracts.
We expect to recognize revenue for these remaining
performance obligations in 2026, 2027 and 2028 as detailed below.
USD’000
Total
2026
2,527
2027
230
2028
828
Total remaining performance obligation
3,585
Note 34.
Other operating income
Other operating income relates to:
-
services provided to WISeKey in an amount of USD
1,326,386
(see Note 41 for detail), and
-
services provided to SEALCOIN AG in an amount of USD
105,909
(see Note 41 for detail).
Note 35.
Stock-based compensation
Employee stock option plans
The F Share Option Plan (“
FSOP
”)
and the Ordinary Share Option Plan (“
OSOP
”) were approved respectively on January 19, 2023, and September 15, 2023,
by the Board of directors of SEALSQ.
Grants
In the six months ended June 30, 2026, the Group
granted a total of
1,230,670
options exercisable in Ordinary Shares. Each option is exercisable into
one
Ordinary Share.
The options granted consisted of:
-
1,179,670
options with immediate vesting granted to employees and Board members, all of which had been
exercised as of June 30, 2026.
-
45,000
options with immediate vesting granted to employees and Board members, which had not been exercised
as of June 30, 2026.
-
6,000
options with immediate vesting granted to external advisors, which had not been exercised as of
June 30, 2026.
F-
32
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
The options granted were valued at grant date
using the Black-Scholes model.
There was
no
grant of options on F Shares in the
six months ended June 30, 2026.
Stock option charge to the income statement
The Group calculates the fair value of options
granted by applying the Black-Scholes option pricing model, using the market price of an Ordinary Share of SEALSQ. Expected volatility
is based on historical volatility of SEALSQ’s Ordinary Shares.
In the six months ended June 30, 2026, a total
charge of USD
3,969,010
for options granted to Board members, employees and external advisors was recognized in the consolidated
income statement calculated by applying the Black-Scholes model at grant, in relation to options.
An amount of USD
4,247,067
was in relation
to equity classified options whilst the remaining USD (
278,057
) related to liability classified stock options.
The following assumptions were used to calculate
the compensation expense and the calculated fair value of stock options granted:
Assumption
June 30,
2026
June 30,
2025
Dividend yield
None
None
Risk-free interest rate used (average)
1.00
%
1.00
%
Expected market price volatility
172.11
% -
179.04
%
175.40
%
Average remaining expected life of stock options on F Shares (years)
-
-
Average remaining expected life of stock options on Ordinary Shares (years)
6.10
6.40
The following table illustrates the development
of the Group’s non-vested options for the six months ended June 30, 2026 and for the year 2025.
Options on Ordinary shares
Non-vested options
Number of shares
under options
Weighted-average
grant date
fair value
(USD)
Non-vested options as of December 31, 2024
-
-
Granted
3,042,652
2.94
Vested
3,041,165
2.93
Non-vested forfeited or cancelled
-
-
Non-vested options as of December 31, 2025
1,200
4.29
Granted
1,230,670
3.45
Vested
1,230,670
3.45
Non-vested forfeited or cancelled
-
-
Non-vested options as of June 30, 2026
1,200
4.29
Options on F shares
Non-vested options
Number of shares
under options
Weighted-average
grant date
fair value
(USD)
Non-vested options as of December 31, 2024
-
-
Granted
-
-
Vested
-
-
Non-vested forfeited or cancelled
-
-
Non-vested options as of December 31, 2025
-
-
Granted
-
-
Vested
-
-
Non-vested forfeited or cancelled
-
-
Non-vested options as of June 30, 2026
-
-
F-
33
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
The following tables summarize the Group’s
stock option activity for the six months ended June 30, 2026 and the year ended December 31, 2025.
Options on Ordinary shares
SEAL Ordinary
Shares under
options
Weighted-average
exercise price
(USD)
Weighted average
remaining contractual term
(in years)
Aggregate
intrinsic value
(USD)
Outstanding as of December 31, 2024
245,165
0.01
6.65
1,505,313
Of which vested
245,165
0.01
6.65
1,505,313
Granted
3,042,652
0.01
-
-
Exercised or converted
(
2,647,019
)
0.01
-
9,471,366
Forfeited or cancelled
(
65,774
)
0.01
-
-
Outstanding as of December 31, 2025
575,024
0.04
6.14
2,152,900
Of which vested
573,824
0.04
6.14
2,148,376
Granted
1,230,670
0.02
-
-
Exercised or converted
(
1,588,536
)
0.01
-
5,203,593
Forfeited or cancelled
(
6,000
)
2.50
-
-
Outstanding as of June 30, 2026
211,158
0.08
5.38
648,096
Of which vested
209,958
0.08
5.38
644,328
Options on F shares
F shares
under options
Weighted-average
exercise price
(USD)
Weighted average
remaining contractual term
(in years)
Aggregate
intrinsic value
(USD)
Outstanding as of December 31, 2024
-
-
-
-
Of which vested
-
-
-
-
Granted
-
-
-
-
Exercised or converted
-
-
-
-
Outstanding as of December 31, 2025
-
-
-
-
Of which vested
-
-
-
-
Granted
-
-
-
-
Exercised or converted
-
-
-
-
Outstanding as of June 30, 2026
-
-
-
-
Of which vested
-
-
-
-
We note that
1,588,536
options on Ordinary Shares
were exercised in the six months ended June 30, 2026 but SEALSQ withheld
96,531
Ordinary Shares as a means of meeting some grantees’
tax obligation in relation to their option exercise, which resulted in the creation and delivery of
1,492,005
Ordinary Shares.
Summary of stock-based compensation
expenses
Stock-based compensation expenses
Unaudited
6 months ended June 30,
USD’000
2026
2025
In relation to the Ordinary Share Option Plan
3,970
9,935
In relation to the F Share Option Plan
-
-
Total
3,970
9,935
Stock-based compensation expenses are recorded under
the following expense categories in the income statement.
Stock-based compensation expenses
Unaudited
6 months ended June 30,
USD’000
2026
2025
Research & development expenses
676
1,834
Selling & marketing expenses
502
3,134
General & administrative expenses
2,792
4,967
Total
3,970
9,935
F-
34
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Note 36. Non-operating
income
Non-operating income consisted of the following:
Unaudited
6 months ended June 30,
USD’000
2026
2025
Foreign exchange gain
2,535
1,203
Gain on remeasurement of previously held equity interest
51
-
Realized gains on Investment
755
-
Unrealized gains on Investment
73
-
Financial income
19
-
Interest income
6,240
1,611
Other
62
-
Total non-operating income
9,735
2,814
Note 37. Non-operating
expenses
Non-operating expenses consisted of the following:
Unaudited
6 months ended June 30,
USD’000
2026
2025
Foreign exchange losses
4,041
1,279
Impairment loss on crypto assets
323
-
Loss on remeasurement of previously held equity interest
320
-
Derecognition of WECAN tokens upon consolidation of Wecan
239
-
Unrealized loss on investment
91
-
Financial charges
189
198
Interest expense
14
40
Other components of defined benefit plans
25
-
Other
24
-
Total non-operating expenses
5,266
1,517
Note 38. Segment
reporting
The Group has
two
operating and reportable segments
that meet the criteria set forth in ASC 280-10-50: Semiconductors and ASIC.
Following the acquisition of IC’Alps on
August 4, 2025, the Group updated its reportable segments to reflect changes in its internal management reporting structure. Prior to
the acquisition of IC’Alps, the Group’s operations were primarily composed of the Semiconductors business and corporate activities.
Corporate activities are now included within “Other profit or loss.” Prior period segment information has been recast to conform
to the current year presentation.
The Group’s Chief Executive Officer, who
is the Chief Operating Decision Maker, evaluates segment performance and allocates resources based on net sales, gross profit (where applicable),
and operating income or loss. In making these decisions, the Chief Operating Decision Maker considers budgets, budget-to-actual variances,
and key operating metrics, and allocates resources, including employees, property, plant and equipment, and financial resources, across
the reportable segments.
Both the Semiconductors and ASIC reportable segments
are strategic business units that offer distinct products and services and are managed separately because they require dedicated resources
and targeted marketing strategies. The Semiconductors segment encompasses the design, manufacturing, sales and distribution of high-end,
Common Criteria EAL5+ & FIPS 140-3-certified secure microprocessors. The ASIC segment’s operations include a complete offering
for Application Specific Integrated Circuits (ASIC) and Systems on Chip (SoC) development from circuit specification, mastering design
in-house, up to qualification and the management of the entire production supply chain. The ASIC reportable segment did not exist prior
to August 4, 2025, when SEALSQ acquired IC’Alps.
The accounting policies of the segments are consistent
with those described in the summary of significant accounting policies of the Group. Segment operating income includes directly attributable
revenues and expenses. “Other segment items” include corporate expenses and other non-operating items that are not allocated
to the reportable segments.
The Group accounts for intersegment sales and
transfers as if the sales or transfers were to third parties, that is, at current market prices.
F-
35
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Unaudited 6 months ended June 30,
2026
2025
USD’000
Semiconductors
ASIC
Total
Semiconductors
ASIC
Total
Revenues from external customers
8,603
2,504
11,107
4,825
-
4,825
Intersegment revenues
1,302
1,302
-
-
-
8,603
3,806
12,409
4,825
-
4,825
Reconciliation of revenue
Elimination of intersegment revenue
(
1,302
)
(
1,302
)
-
Other revenue
2
44
Total consolidated revenue
11,151
4,825
Less:
1
Cost of revenue
4,910
821
5,731
3,199
-
3,199
Segment gross profit
3,693
1,683
5,376
1,626
-
1,626
Less:
1
Total operating expenses
11,113
6,612
17,725
7,328
-
7,328
Other segment items (gain) / loss
(
129
)
517
388
691
-
691
Segment profit / (loss) before income taxes
(
7,291
)
(
5,446
)
(
12,737
)
(
6,393
)
-
(
6,393
)
Reconciliation of profit or loss (segment profit/(loss))
Other profit or loss
2
(
14,895
)
(
13,635
)
Elimination of intersegment profits
(
62
)
-
Income / (loss) before income taxes
(
27,694
)
(
20,028
)
Other segment disclosures
Interest revenue
-
-
-
7
-
7
Interest expense
358
35
393
7
-
7
Depreciation and amortization
421
2,238
2,659
313
-
313
Profit / (loss) from intersegment sales
-
62
62
-
-
-
Income tax recovery / (expense)
-
295
295
-
-
-
Segment assets
21,418
29,399
50,817
13,233
13,233
(1)
The significant expense categories and amounts align with the
segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within
the amounts shown.
(2)
Profit or loss from segments below the quantitative thresholds
are attributable to four operating segments that include the sales and distribution of semiconductors, and the newly acquired Wecan and
Miraex. None of those segments has ever met any of the quantitative thresholds for determining reportable segments. It also includes
the holding company SEALSQ Corp, that does not meet the definitions of a reportable segment.
F-
36
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Other segment items for each reportable segment
are made up of non-operating expenses, including management expenses, foreign exchanges gains and losses, debt discount amortization and
financing costs.
Asset reconciliation
Unaudited
6 months ended June 30,
USD’000
2026
2025
Total assets from reportable segments
50,817
13,233
Other assets
1
654,619
162,549
Elimination of intersegment receivables
(
45,798
)
(
14,430
)
Elimination of intersegment investment and goodwill
(
44,997
)
(
19,332
)
Consolidated total assets
614,641
142,020
(1)
Assets from segments below the quantitative thresholds are attributable
to operating activities including semiconductor sales and distribution, as well as the newly acquired Wecan and Miraex. None of these
individual segments met the quantitative thresholds for reportable segments during the period. Most of Other assets refers to SEALSQ
Corp, as the holding is currently excluded from the reportable segments and consists mostly of cash.
Revenue and property, plant and equipment
by geography
The following tables summarize geographic information
for net sales based on the billing address of the customer, and for property, plant and equipment.
Net sales by region
Unaudited
6 months ended June 30,
USD’000
2026
2025
North America
5,560
3,083
Europe, Middle East & Africa
3,705
852
Asia Pacific
1,886
795
Latin America
-
95
Total net sales
11,151
4,825
Property, plant and equipment, net of depreciation, by region
USD’000
As of
June 30,
2026
(unaudited)
As of
December 31,
2025
Europe, Middle East & Africa
5,014
3,770
Total Property, plant and equipment, net of depreciation
5,014
3,770
F-
37
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Note 39.
Earnings / (loss) per share
The computation of basic and diluted net earnings
/ (loss) per share for the Group is as follows:
Unaudited
6 months ended June 30,
Earnings / (loss) per share
2026
2025
Net loss attributable to SEALSQ Corp (USD’000)
(
27,712
)
(
20,030
)
Effect of potentially dilutive instruments on net earnings (USD’000)
n/a
n/a
Net loss after effect of potentially dilutive instruments attributable to SEALSQ Corp (USD’000)
(
27,712
)
(
20,030
)
Ordinary Shares used in net earnings / (loss) per share computation:
Weighted average shares outstanding - basic
209,809,568
108,980,395
Effect of potentially dilutive equivalent shares
n/a
n/a
Weighted average shares outstanding - diluted
209,809,568
108,980,395
Net loss per Ordinary Share
Basic weighted average loss per share attributable to SEALSQ Corp (USD)
(
0.13
)
(
0.17
)
Diluted weighted average loss per share attributable to SEALSQ Corp (USD)
(
0.13
)
(
0.17
)
F Shares used in net earnings / (loss) per share computation:
Weighted average shares outstanding - basic
1,499,800
1,499,800
Effect of potentially dilutive equivalent shares
n/a
n/a
Weighted average shares outstanding - diluted
1,499,800
1,499,800
Net loss per F Share
Basic weighted average loss per share attributable to SEALSQ Corp (USD)
(
0.64
)
(
0.86
)
Diluted weighted average loss per share attributable to SEALSQ Corp (USD)
(
0.64
)
(
0.86
)
Note 40. Legal
proceedings
We are currently not party to any legal proceedings
and claims that are not provided for in our financial statements.
Note 41.
Related parties disclosure
Subsidiaries
As of June 30, 2026, the condensed consolidated
financial statements of the Group include the entities listed in the following table:
Group Company Name
Country of incorporation
Year of incorporation
Share Capital
% ownership
as of
June 30,
2026
% ownership
as of
December 31,
2025
Nature of business
SEALSQ France SAS
France
2010
EUR
1,473,162
100
%
100
%
Chip manufacturing, sales & distribution
SEALSQ Japan KK
Japan
2017
JPY
1,000,000
100
%
100
%
Sales & distribution
SEALSQ France Taiwan Branch
Taiwan
2017
TWD
100,000
100
%
100
%
Sales & distribution
SEALSQ USA Ltd
U.S.A.
2024
Nil
100
%
100
%
Sales & distribution
IC’Alps SAS
France
2018
EUR
1,100,000
100
%
100
%
Custom ASIC design services
Miraex SA
Switzerland
2019
CHF
904,536
100
%
-
Photonic integrated circuit (PIC) platform
Wecan Group SA
Switzerland
2017
CHF
304,911
55.52
%
31.87
%
Blockchain solutions for data quality and compliance in the financial sector
F-
38
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Unconsolidated affiliates
As per the table below, as of June 30, 2026, the
Group holds two equity investments in an unconsolidated affiliate over which it exercises significant influence, but which are not consolidated
because the Group does not control the entities.
As detailed in Notes 21 and 22, these investments are accounted for under the equity
method of accounting in accordance with ASC 323.
Company Name
% ownership
as of
June 30,
2026
% ownership
as of
December 31,
2025
Nature of relationship
Quantix Edge Security S.L.
5.00
%
5.00
%
Equity method investment
WISeSat.Space Corp
8.08
%
8.08
%
Equity method investment
Related party transactions and balances
Receivables as of
Payables as of
Net expenses to
Net income from
June 30,
December 31,
June 30,
December 31,
in the six months ended June 30,
in the six months ended June 30,
Related Parties
(in USD’000)
2026 (unaudited)
2025
2026 (unaudited)
2025
2026 (unaudited)
2025 (unaudited)
2026 (unaudited)
2025 (unaudited)
1
Carlos Moreira
-
-
-
614
-
-
-
-
2
John O’Hara
-
-
5
4
-
-
-
-
3
Ruma Bose
-
-
-
-
47
125
-
-
4
Cristina Dolan
-
-
-
-
47
136
-
-
5
David Fergusson
-
-
-
14
47
108
-
-
6
Eric Pellaton
-
-
-
-
47
124
-
-
7
Peter Ward
-
-
-
-
-
1,472
-
-
8
Danil Kerimi
-
-
-
27
-
-
9
Hossein Rahnama
-
-
-
-
-
12
-
-
10
Antoine Kohler
-
-
5
-
5
-
-
-
11
WISeKey International Holding AG
14,063
8,107
1,232
1,563
1,136
500
1,326
1,662
12
WISeKey SA
132
81
256
270
191
495
-
-
13
WISeSat. Space AG
4
-
-
-
-
-
-
-
14
WISeCoin AG
-
-
340
347
4
10
-
-
15
Wecan Group SA
-
-
-
-
-
-
63
-
16
SEALCOIN AG
557
468
-
-
-
-
106
80
17
Quantix Edge Security SL
752
-
-
-
-
-
753
-
18
Quobly SAS
1,164
-
-
-
-
-
-
-
19
Related parties of Carlos Moreira
-
-
139
-
401
-
-
-
Total
16,672
8,656
1,977
2,812
1,925
3,009
2,248
1,742
1.
Carlos Moreira is a member of the Board and the CEO of SEALSQ
Corp.
2.
John O’Hara is a member of the Board and the CFO of SEALSQ
Corp. A short-term payable to John O’Hara in an amount of USD
4,680
was outstanding as of June 30, 2026, in relation to a tax refund.
3.
Ruma Bose is a member of the board of directors of SEALSQ Corp.
The expenses recorded in the income statement in the six months ended June 30, 2026, relate to her Board fee.
F-
39
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
4.
Cristina Dolan is a member of the board of directors of SEALSQ
Corp. The expenses recorded in the income statement in the six months ended June 30, 2026, relate to her Board fee.
5.
David Fergusson is a member of the board of directors of SEALSQ
Corp. The expenses recorded in the income statement in the six months ended June 30, 2026, relate to his Board fee.
6.
Eric Pellaton is a member of the board of directors of SEALSQ
Corp. The expenses recorded in the income statement in the six months ended relate to his Board fee.
7.
Peter Ward is a member of the board of directors of SEALSQ Corp
and was the CFO of the Group until January 2024.
8.
Danil Kerimi is a former member of the board of directors of
SEALSQ Corp.
9.
Hossein Rahnama is a member of the board of directors of SEALSQ
Corp.
10.
Antoine Kohler is a member of the board of directors of Wecan
Group SA, subsidiary of the SEALSQ Group. The expenses recorded in the income statement in the six months ended, and the payable balance
as of June 30, 2026, relate to his Board fee.
11.
WISeKey International Holding AG has a controlling interest
in the SEALSQ Group. WISeKey and its affiliates provide financing and management services, including, but not limited to, sales and marketing,
accounting, taxation, business and strategy consulting, marketing, risk management and information technology. These services are centrally
recharged by WISeKey International Holding AG. The expenses in relation to WISeKey International Holding AG recorded in the income
statement in the six months to June 30, 2026, and the payable balance as of June 30, 2026, relate to interest and the recharge of management
services.
SEALSQ provides financing and management services,
including, but not limited to, sales and marketing, accounting, finance, legal, taxation, business and strategy consulting, public relations,
marketing, risk management and information technology and general management. The income in relation to WISeKey International Holding
AG recorded in the income statement in the six months to June 30, 2026, relates to the recharge of management services and the receivable
balance as of June 30, 2026, relates to the transfer of the pension liability for employees transferred from WISeKey to SEALSQ, the recharge
of management services and advances.
12.
WISeKey SA is part of the group headed by WISeKey International
Holding AG (the
“
WISeKey Group”) and employs supporting staff who work for the SEALSQ Group. The expenses in relation
to WISeKey SA recorded in the income statement in the six months to June 30, 2026, and the payable balance as of June 30, 2026,
relates to the recharge of employee costs and management services. The payable balance as of June 30, 2026, relates to the transfer of
the pension liability for employees transferred from WISeKey SA to SEALSQ, the recharge of management services.
13.
WISeSat.Space AG is part of the WISeKey Group. The receivable
balance in relation to WISeSat.Space AG as of June 30, 2026, relate to the transfer of electronic equipment.
14.
WISeCoin AG is part of the WISeKey Group. The expenses in relation
to WISeCoin AG recorded in the income statement in the six months ended June 30, 2026, and the payable balance as of, June 30, 2026,
relates to the outstanding loan and accrued interest.
15.
Wecan Group SA became a consolidated subsidiary of SEALSQ Corp
on June 1, 2026. The income recognized during the five months ended May 31, 2026 relates to services provided to SEALSQ under the token
services agreement dated June 28, 2025, which was satisfied on May 31, 2026.
16.
SEALCOIN AG is part of the WISeKey Group. The income in relation
to SEALCOIN AG recorded in the income statement in the six months ended, and the receivable balance as of June 30, 2026, relates to services
provided by SEALSQ.
17.
Quantix Edge Security S.L. is an equity method investee of the
SEALSQ Group. The income recognized during the six months ended June 30, 2026, and the receivable balance as of June 30, 2026, relate
to services provided by SEALSQ to Quantix under a statement of work.
18.
Quobly is an unconsolidated related party affiliate of the SEALSQ
Group. The receivable balance as of June 30, 2026, relates to a EUR
1.0
million contractual prepayment due under the Joint Cooperation
Agreement for future services. The corresponding credit amount was recorded as a contract liability and will be recognized as revenue
as the related services are provided under applicable statements of work. See Note 23 for details.
19.
Three immediate family members of Carlos Moreira were employed
by SEALSQ Corp in 2026. In line with ASC 850-10-50-5, transactions involving related parties cannot be presumed to be carried out
on an arm’s length basis. The aggregate employment remuneration of these three immediate family members amounted to CHF
315,049
(USD
400,780
) recorded in the income statement in the six months ended June 30, 2026. As of June 30, 2026, the payable balance
due to these related parties was CHF
112,582
(USD
139,051
) mostly related to a bonus accrual.
F-
40
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Note 42.
Subsequent events
OSOP Exercise
After June 30, 2026, under the Rule 10b5-1 trading
plan set up by the SEALSQ Group,
45,000
options on ordinary shares were exercised.
WISeSat.Space Subscription Agreement and
De-SPAC Timeline Extension
On August 6, 2026, the Group entered into a Subscription
Agreement with WISeSat.Space Holdings Corp., the entity that will become the publicly listed parent of WISeSat.Space Corp. upon completion
of its previously announced business combination with Columbus Acquisition Corp. (Nasdaq: COLA), under which the Group committed to purchase
USD
10
million of WISeSat.Space Holdings Corp. ordinary shares in a private placement. The purchase price per share will equal the redemption
price paid to Columbus Acquisition Corp.’s public shareholders who elect to redeem their shares in connection with the business combination.
Based on an assumed redemption price of approximately USD
10.66
as of June 30, 2026, the commitment would result in the issuance of approximately
938,086
shares. The subscription is conditioned on, and will close concurrently with, the closing of the business combination. As of the
date of this report, the Group has not advanced any funds or recognized any asset in connection with this commitment. The date for completion
of the business combination is expected to be on or before October 31, 2026.
Note 43.
Impacts of ongoing conflicts and regulatory changes
Impacts of the war in Ukraine
Following the outbreak of the war in Ukraine in
late February 2022, several countries imposed sanctions on Russia, Belarus and certain regions in Ukraine. There has been an abrupt change
in the geopolitical situation, with significant uncertainty about the duration of the conflict, changing scope of sanctions and retaliation
actions including new laws.
The SEALSQ group does not have any operation or
customer in Russia, Belarus or Ukraine, and, as such, does not foresee any direct impact of the war on its operations. However, the war
has also contributed to an increase in volatility in currency markets, energy prices, raw materials and other input costs, which may impact
the Group’s supply chain in the future.
As of June 30, 2026, SEALSQ assessed the consequences
of the war for its financial disclosures, including impacts on key judgments and significant estimates, and concluded that no changes
were required. SEALSQ will continue to monitor these areas of increased risk for material changes.
Impacts of the Israel–Hamas and U.S./Israel–Iran
conflicts
Israel’s declaration of war on Hamas in
October 2023 has degraded the geopolitical environment in the region and created uncertainty. On February 28, 2026, the U.S. and Israel
launched coordinated strikes against Iran: Iran’s retaliation attacks expanded the conflict beyond just Iran and Israel and have
threatened some commercial routes, especially traffic through the Strait of Hormuz.
The SEALSQ group does not have any operation or
customer in that region, and, as such, does not foresee any direct impact of these conflicts on its operations. SEALSQ’s supply
chain is not dependent on commercial routes through and around the Strait of Hormuz. However, depending on their duration and intensity,
these conflicts may adversely affect the global economy, financial markets and the Group’s supply chain in the future.
As of June 30, 2026, and as of the filing date,
SEALSQ assessed the consequences of the war for its financial disclosures and considered the impacts on key judgments and significant
estimates, and concluded that no changes were required. SEALSQ will continue to monitor these areas of increased risk for material changes.
F-
41
SEALSQ Corp
Consolidated Financial Statements as of June 30, 2026
Our business could suffer as a result of
tariffs and trade sanctions or similar actions
The imposition by the United States of tariffs,
sanctions or other restrictions on goods exported from the United States or imported into the United States, or countermeasures imposed
in response to such government actions, could adversely affect our operations or our ability to sell our products globally, which could
adversely affect our operating results and financial condition. Over the course of 2025 and 2026, U.S. tariff policy has continued to
escalate and has proven highly volatile: the U.S. government has imposed a series of new tariffs on goods imported into the United States,
courts have invalidated several of them, the administration has responded with successive replacement measures, and non-U.S. governments
have responded with their own countermeasures, export controls, and legal challenges.
For example, in January 2026, the United States
imposed a 25% tariff under Section 232 of the Trade Expansion Act of 1962 on imports of certain high-performance semiconductor products
and derivative parts meeting specified computing-performance and memory-bandwidth thresholds (a category most associated with advanced
graphics processing units and AI accelerators), subject to a number of end-use exemptions, including for U.S. data center, research and
development, startup, consumer-electronics, industrial, and public-sector uses. This tariff is narrower in scope than the tariff on “all
semiconductor chips” the administration had initially proposed in February 2025, but the U.S. Department of Commerce has reserved
the right to broaden its scope to additional semiconductor categories following a mid-2026 review. Separately, in February 2026, the U.S.
Supreme Court held that the International Emergency Economic Powers Act does not authorize the broad “reciprocal” tariffs the
administration had imposed on imports from most U.S. trading partners, and those tariffs have since been invalidated. The administration
responded by imposing a new 10% tariff under Section 122 of the Trade Act of 1974 on substantially all imports, which a U.S. trade court
likewise found to exceed the government’s statutory authority in May 2026; that tariff expired by its own statutory time limit in July
2026 and has since been followed by new Section 301 tariff actions tied to separate manufacturing-overcapacity and forced-labor investigations
covering dozens of countries. As a result of this rapid succession of new tariffs, court rulings, and replacement measures, the future
of U.S. tariff policy, and the possibility of further new tariffs and countermeasures, remains highly uncertain.
Although a large amount of our supply chain does
not currently directly import products to the United States as we supply to contract manufacturers outside the United States, there is
a possibility that any future tariffs may still impact upon our ability to sell our products and to remain competitive in the market.
Such escalations in these trade measures may directly impair our business by increasing trade-related costs or disrupting established
supply chains and may indirectly impair our business by causing a negative effect on global economic conditions and financial markets.
The ultimate impact of these trade measures is uncertain and may be affected by various factors, including whether and when such trade
measures are implemented, the timing when such measures may become effective, and the amount, scope, or nature of such trade measures.
As of June 30, 2026, SEALSQ assessed the impact
of these uncertainties for its financial disclosures and considered the impacts on key judgments and significant estimates, and concluded
that no changes were required. SEALSQ will continue to monitor these areas of increased risk for material changes.
F-
42