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United States securities and exchange commission logo
January 6, 2023
Carlos Moreira
Chief Executive Officer
SEALSQ Corp
Avenue Louis-Casaï 58
1216 Cointrin, Switzerland
Re:SEALSQ Corp
Draft Registration Statement on Form F-1
Submitted December 9, 2022
CIK No. 0001951222
Dear Carlos Moreira:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted December 9, 2022
Cover Page
1.Disclose whether your spin-off distribution is contingent upon final approval of your
NASDAQ listing on your cover page.
Market Data, page 3
2.We note that the prospectus includes market data based on information from third-party
sources. Please tell us if you commissioned any of the industry or other data that you
reference in the prospectus and, if so, file consents of such third parties pursuant to Rule
436 of the Securities Act as exhibits to your registration statement or advise.

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 January 6, 2023 Page 2
 FirstName LastName
Carlos Moreira
SEALSQ Corp
January 6, 2023
Page 2
3.We note your disclosure that you obtained some of the market and industry data included
in the registration statement from publicly available information and industry
publications and that you have not independently verified data this information. This
statement appears to imply a disclaimer of responsibility for this information in the
registration statement. Please either revise this section to remove such implication or
specifically state that you are liable for all information in the registration statement.
Prospectus Summary, page 10
4.Please revise your summary to present an objective description of the challenges and/or
weakness of your business and operations. For example, you highlight your growth
strategies and competitive strengths without equally prominent disclosure regarding your
weaknesses.
Risk Factors, page 29
5.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business. Discuss the measures you have taken to mitigate these risks. Please revise to
also describe the extent and nature of the role of the company's board of directors in
overseeing cybersecurity risks, including in connection with your supply
chain/suppliers/service providers.
6.If material, please include a risk factor discussing if recent inflationary pressures have
materially impacted your operations and identify the principal factors contributing to the
inflationary pressures the company has experienced and clarify the resulting impacts to
the company. Also identify actions planned or taken, if any, to mitigate inflationary
pressures.
Our supply chain depends on third-party suppliers..., page 35
7.We note your disclosure that your supply chain depends on third-party suppliers. If
material, please revise to include a description of the material terms of your agreements
with those suppliers.
We derive a significant amount of our revenues..., page 46
8.We note that for the year ended December 31, 2021, your ten largest customers accounted
for 83% of your revenue. To the extent your business is materially dependent on a
customer, please revise to disclose the material terms of any agreements you have with
such customer.

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 January 6, 2023 Page 3
 FirstName LastName
Carlos Moreira
SEALSQ Corp
January 6, 2023
Page 3
The dual class structure of our shares features..., page 47
9.We note your disclosure that certain provisions of your Amended and
Restated Memorandum and Articles of Association are novel or otherwise not common
among other corporations. Please revise to provide a more detailed discussion of these
provisions or provide a cross-reference to a more detailed discussion.
Capitalization, page 50
10.Please consider removing the Capitalization Table as you are effecting a Spin-off
Distribution and are not raising capital from this transaction or explain to us why you
believe its presentation is necessary.
Unaudited Pro Forma Condensed Combined Financial Information, page 51
11.We note the pro forma financial information has been presented to illustrate the
combination of SEALSQ and the Semiconductor Group as a reverse acquisition that
qualifies as a recapitalization. As both entities are controlled by WiseKey International
Holdings, please revise your pro forma introductory paragraph and the notes to the pro
forma financial statements to describe the recapitalization as a transaction between entities
under common control and revise your presentation accordingly.
12.You disclose that the pro forma financial information give effect to transaction accounting
adjustments that reflect the entries that are (i) directly attributable to the combination and
(ii) factually supportable. Please revise the disclosures and, if applicable, the related pro
forma adjustments to comply with the updated guidance in Article 11-02(a)(6) of
Regulation S- X and Section II.D of SEC Release 33-10786.
13.Please remove all unaudited pro forma balance sheets other the most recent interim period
ended on June 30, 2022.
14.Please revise your unaudited pro forma financial statements to include a column for
SEALSQ from date of inception to June 30, 2022.
15.Your pro forma earnings per share does not appear to reflect the Consideration Shares
issued by SEALSQ. Please revise to reflect those shares in your weighted average number
of shares used in your pro forma earnings per shares calculation, or explain why you do
you believe such revision should be made. In this regard, please also disclose how you
determined the weighted average number of shares used in your calculation.

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 January 6, 2023 Page 4
 FirstName LastName
Carlos Moreira
SEALSQ Corp
January 6, 2023
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
60
16.We note your $44 million backlog of customer orders. Please discuss whether supply
chain disruptions materially affect your outlook or business goals.  Specify whether these
challenges have materially impacted your results of operations or capital resources and
quantify, to the extent possible, how your sales, profits, and/or liquidity have been
impacted. Discuss known trends or uncertainties resulting from mitigation efforts
undertaken, if any.  Explain whether any mitigation efforts introduce new material risks,
including those related to product quality, reliability, or regulatory approval of products.
17.We note your disclosure on page 69 that you have undertaken several initiatives to
increase revenue, including entering into new strategic partnerships. To the extent
material, please disclose the terms of those strategic partnerships and any
related agreements.
Liquidity and Capital Resources, page 61
18.Update the Liquidity and Capital Resources section in MD&A to disclose all current
material debt of the company. Additionally, update the material contracts section on page
94 to disclose the current status of your material contracts, including your revolving credit
agreement and other debt agreements.
19.We note that the SEALSQ Group holds a credit line with WISeKey that undertakes to
provide support for its future cash requirements to enable it to meet its commitments for
the foreseeable future. Please revise to disclose the maximum amount you can withdraw
from the credit line. If the maximum amount has not been established, please state as such
in your disclosure.
Business, page 77
20.Please revise the description of your business to further discuss your
cryptography business. Discuss whether your business is or will be dependent on a
blockchain that you did not develop. If so, please revise to describe those blockchains and
the risks and challenges related to such reliance; if not, please describe the risks related to
developing and maintaining your own blockchain, if applicable. Please also disclose (i)
the material terms and characteristics of your non-fungible tokens ("NFTs") and any other
digital asset that you issue or use, including the process by which the NFTs and any other
digital assets will be distributed to users and the risks to your users of holding the digital
assets (e.g., any risks and challenges related to the storage or custody of the private key(s)
granting access to the digital assets, such as the threat of a cybersecurity breach).
21.Please revise your business section to provide a discussion of the sources and availability
of raw materials. Refer to Item 4.B.4 of Form 20-F.

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 January 6, 2023 Page 5
 FirstName LastName
Carlos Moreira
SEALSQ Corp
January 6, 2023
Page 5
Business
Background and Purpose of the Spin-Off Distribution, page 79
22.We note that you engaged an independent third-party to assist with the
valuation services. Revise to disclose the name of the expert and file a consent as an
exhibit to the registration statement. Refer to Question 233.02 of the Securities Act Rules
Compliance and Disclosure Interpretations.
23.Please substantially revise this section to describe the independent valuation report and the
projections included therein. Disclose the material assumptions underlying the valuation
report and projections in addition to the limitations of the projections, including, as
applicable, assumptions with respect to general business, economic, regulatory, market
and financial conditions and other factors. Please revise to describe such assumptions with
specificity and quantify where practicable. Ensure your revisions adequately explain (i)
why the basis of the projections is reasonable (ii) the basis of the projections beyond year
three and (iii) the reasonableness of the assumptions underlying your projected long-term
growth rates.  Please disclose any other information to facilitate investor understanding of
the basis for, and limitations of, the valuation report and projections.
Service of Process and Enforcement of Civil Liabilities, page 134
24.We note your disclosure here and on page 2 regarding service of process and enforcement
of civil liabilities. Please disclose these risks in a separate risk factor.

Index to Consolidated Financial Statements, page F-1
25.We note audited financial statements of the registrant, SEALSQ Corp have been omitted.
A foreign private issuer that has been in existence less than a year must include an audited
balance sheet that is no more than nine months old. If the foreign private issuer has
commenced operations, audited statements of comprehensive income, stockholders’
equity and cash flows for the period from the date of inception to the date of the audited
balance sheet also are required. Please provide audited financial statements of the
registrant.
Exhibits
26.Please file the following agreements or explain why you are not required to do so:
•Employee Share Option Plan;
•Debt Remission Agreement; and
•Separation Agreements.

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 January 6, 2023 Page 6
 FirstName LastName
Carlos Moreira
SEALSQ Corp
January 6, 2023
Page 6
General
27.Please tell us why WISeKey International Holding AG is not named as a selling
shareholder and a statutory underwriter under Section 2(a)(11) of the Securities Act.
 Refer to the Commission’s guidance in Staff Legal Bulletin No. 4 (CF) dated September
16, 1997.
28.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia’s invasion of Ukraine or in light of the effectiveness of the UFLPA. For
example, discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; reduced headcount; or
delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine or cotton, polysilicon,
lithium, nickel, manganese, beryllium, copper, gold or other raw material sourced
from Western China);
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export
restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among
countries; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine, the
effectiveness of the UFLPA and/or related geopolitical tension or have sought to “de-
globalize” your supply chain.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
            You may contact Eiko Yaoita Pyles at (202) 551-3587 or Jean Yu at (202) 551-3305 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Patrick Fullem at (202) 551-8337 or Evan Ewing at (202) 551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Herman H. Raspé