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March 21, 2023
Carlos Moreira
Chief Executive Officer
SEALSQ Corp
Avenue Louis-Casaï 58
1216 Cointrin, Switzerland
Re:SEALSQ Corp
Amendment No. 1 to Registration Statement on Form F-1
Filed March 10, 2023
File No. 333-269710
Dear Carlos Moreira:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 24, 2023 letter.
Amendment No. 1. to Registration Statement on Form F-1 filed March 10, 2023
Unaudited Pro Forma Condensed Combined Financial Information
Note 4. Transaction Accounting Adjustments and Autonomous Entity Adjustments
Adjustment (e), page 61
1.Your disclosures appears to indicate that losses are allocated to each class of common
stock proportionately to their dividend participation rights.  Please confirm that Class F
shareholders have contractual obligation to share in the losses that is five times greater
than those shared by Ordinary Shareholders, or explain why you believe the allocation
should be made proportionately to the dividend participation rights.

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 March 21, 2023 Page 2
 FirstName LastName
Carlos Moreira
SEALSQ Corp
March 21, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 64
2.In response to comment 6, you stated that your disclosure in the Liquidity and Capital
Resources section on page 64 differs from that disclosed in the Material Contracts section
on page 97, as amendments to the loan facility was effected after June 30, 2022.  In any
case, your discussions of liquidity and capital resource should address known events and
uncertainties that are or can be expected to reasonably likely result material changes in
your liquidity and capital resources.  Please revise your Liquidity and Capital Resources
disclosure to provide the information disclosed in the Material Contracts section,
including the maximum amount you can withdraw from the credit line, as well as any
other material changes in your liquidity and capital resources that occurred after June 30,
2022.  Refer to Rule 303(b)(1) of Regulation S-K.
            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