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United States securities and exchange commission logo
June 17, 2024
Carlos Moreira
Chief Executive Officer
SEALSQ Corp
Craigmuir Chambers, Road Town
Tortola, British Virgin Islands 1110
Re:SEALSQ Corp
Amendment No. 1 to Registration Statement on Form F-1
Filed May 17, 2024
File No. 333-278685
Dear Carlos Moreira:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 29, 2024 letter.
Amendment No. 1 to Form F-1 filed May 17, 2024
BUSINESS
3. PROJECT SEALCOIN, page 85
1.Refer to prior comment 4 and to your revised disclosure that you plan to collaborate with
the Hashgraph Association and Hedera to leverage its Decentralized Ledger Technology
and provide certain expertise and access. Please confirm that you will disclose the
material terms of any related agreement or collaboration when known.
2.Refer to prior comment 6, your revised disclosure and your response letter, particularly
your statements that SEALCOIN is not a piece of hardware but would act as a component
of the SEALSQ semiconductor verification process distinct from the actual semiconductor
hardware and is intended to support an enhanced software layer that manages and secures
interactions between these hardware elements.  Please revise your Project SEALCOIN

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 June 17, 2024 Page 2
 FirstName LastNameCarlos Moreira
SEALSQ Corp
June 17, 2024
Page 2
disclosures on pages 85-87 to reflect this information or advise.
General
3.Refer to prior comment 1 and to your response that you are unable to provide the
requested Section 2(a)(1) analysis until you complete certain research and development.
We note your filing discusses SEALCOIN and the SEALCOIN project and your timeline
is to complete SEALCOIN proof of concept in July 2024, and to complete the design of
the associated SEALCOIN Service Platform and token in Q4 2024. We further note that
many characteristics of SEALCOIN are currently known to you, including that you plan
to have the SEALCOIN token traded on cryptocurrency trading platforms. Accordingly,
we reissue the comment.  Please respond to the comment to provide a full response and
Securities Act Section 2(a)(1) analysis.  Please note that how foreign regulators may
characterize or otherwise treat a particular crypto asset is not relevant to the analysis under
the U.S. federal securities laws.  Please also note that various monikers, such as
“cryptocurrency” or “utility token,” have no meaning under the U.S. federal securities
laws.
4.Refer to prior comment 2 and to your response letter. Although you have not finalized all
features of the SEALCOIN token, it appears the risk still exists that once you have
developed the SEALCOIN token, it could be determined to be a security for purposes of
the federal securities laws of the United States. Please revise your filing regarding the
SEALCOIN token you are developing to:

•Disclose the policies and procedures that you will use to determine whether
SEALCOIN is a security for purposes of the federal securities laws of the United
States, or is likely to be deemed a security, and specifically disclose that any
determination that you make in that regard is a risk-based judgment by the company
and not a legal standard or determination binding on any regulatory body.

•Include a risk factor related to such policies and procedures that addresses the
specific risks inherent in any policies and procedures for determining that any crypto
asset is not a security and describe the potential regulatory risks under the U.S.
federal securities laws if SEALCOIN or any other crypto assets you create or hold are
determined to be securities, such as whether the company could become subject to
regulation under the Investment Company Act or as a broker-dealer under the
Securities Exchange Act or involved in the unregistered offer and sale of securities
under the federal securities laws.
5.We note your disclosure on page 121 that your selling securityholders may sell their
securities in one or more underwritten offerings. Please confirm your understanding that
the retention by a selling stockholder of an underwriter would constitute a material change
to your plan of distribution requiring a post-effective amendment.  Refer to your
undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 June 17, 2024 Page 3
 FirstName LastName
Carlos Moreira
SEALSQ Corp
June 17, 2024
Page 3
            Please contact Bradley Ecker at 202-551-4985 or Evan Ewing at 202-551-5920 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing