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SEALSQ CORP

Avenue Louis-Casai 58

Contrin

Switzerland

1216

February 10, 2023

Mr. Patrick Fullem

Mr. Evan Ewing

Division of Corporation Finance

Office of Manufacturing

100 F Street, N. E.

Washington, D.C. 20549

Re:  SEALSQ Corp

                                                                                Draft Registration Statement on Form F-1

                                                                                Submitted December 9, 2022

                                                                                CIK No. 0001951222

Dear Mr. Fullem and Mr. Ewing:

This letter responds to the letter dated January
6, 2023 (the “Comment Letter”) containing comments from the staff (the “Staff”) of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) resulting from the Staff’s
review of the Draft Registration Statement on Form F-1 of SEALSQ Corp (the “Company,” or “we”) initially
submitted to the Commission on December 9, 2022 (the “Initial Registration Statement”).

We are filing with the Commission via EDGAR concurrently
herewith a Registration Statement responding to the Staff’s comments (as amended, the “Registration Statement”).

For your convenience, your original comments appear
in bold text, followed by our responses. Page references in our responses are to the Registration Statement.

Cover Page

 1. Disclose whether your spin-off distribution is contingent upon final approval of your NASDAQ listing
on your cover page.

Response:

In response to the Staff’s comment, the Company
has revised the Registration Statement on the Cover Page to state that the spin-off distribution is contingent upon the listing of the
Ordinary Shares on NASDAQ.

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.

Response:

The Company respectfully advises the Staff that
it did not commission any of the industry or other data that we reference in the prospectus.

 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.

Response:

In response to the Staff’s comment, the Company has revised
its disclosure on page 6 of 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.

Response:

In response to the Staff’s comment, the Company
has revised its disclosure on page 15 of the Registration Statement to add a summary of its key challenges.

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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.

Response:

In response to the Staff’s comment, the Company has
revised its disclosure on page 39 of the Registration Statement to add a risk factor related to material cybersecurity risks in our supply
chain.

 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.

Response:

In response to the Staff’s comment, the Company has revised
its disclosure on page 41 of the Registration Statement to add a risk factor that discusses 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.

Response:

The Company respectfully informs the Staff that the Company
has four major suppliers. The Company only has a contract with one supplier, PRESTO Engineering, the material terms of which are now described
in the risk factor on page 38 and has been filed as Exhibits 10.24, 10.25 and 10.26 to the Registration Statement. With respect to the
other three suppliers, the Company provides them with purchase orders on a quarterly basis which triggers the launch of manufacturing
of the Company’s products. The Company has weekly discussions and provides the suppliers with 12 month rolling forecasts to allow
them to anticipate equipment allocations and raw material supplies.

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.

Response:

In response to the Staff’s comments, the Company has revised
its disclosure on page 36 to disclose the material terms of its agreement with CISCO and has filed such agreement as Exhibit 10.27 to
the Registration Statement.

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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.

Response:

In response to the Staff’s comment, the Company has revised
its disclosure on page 47 of the Registration Statement.

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.

Response:

In response to the Staff’s comment, the Company has removed
the Capitalization Table.

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.

Response:

In response to the Staff’s comment, the Company
has revised its disclosure in the pro forma introductory paragraph and the notes starting on page 54 to describe the recapitalization
as a transaction between entities under common control and confirm compliance with ASC 805-50 in the treatment of the reverse acquisition.

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 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.

Response:

In response to the Staff’s comment, the Company has
reviewed the updated guidance in Article 11-02(a)(6) of Regulation S-X and Section II.D of SEC Release 33-10786, and has the following
comments:

 • In relation to Article 11-02(a)(6)(i)(A) of Regulation S-X, the Company can confirm that all Transaction Accounting Adjustments recorded
and disclosed in our pro forma condensed combined financial information are required by US GAAP. Our transaction qualifies as probable
and, as such, the Company has calculated the pro forma adjustments using the most recent practicable date prior to the effective date,
which is June 30, 2022 corresponding to the most recently published unaudited consolidated financial statements of WISeKey Semiconductors
SAS as available in our prospectus.

 • In relation to Article 11-02(a)(6)(i)(B) of Regulation S-X, the Company can confirm that all Transaction Accounting Adjustments recorded
were made as of the beginning of the fiscal period presented, i.e. January 1, 2020.

 • In relation to Article 11-02(a)(6)(ii) of Regulation S-X, the Company believes that incremental amounts relating to general and administrative
expenses expected to be incurred to reflect operations and financial position of SEALSQ as an autonomous entity were required. The Company
has therefore amended its pro forma financial information and notes to disclose the autonomous entity adjustment.

 13. Please remove all unaudited pro forma balance sheets other the most recent interim period ended on
June 30, 2022.

Response:

In response to the Staff’s comment, the Company has
removed all unaudited pro forma balance sheets other the most recent interim period ended on June 30, 2022.

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 14. Please revise your unaudited pro forma financial statements to include a column for SEALSQ from date
of inception to June 30, 2022.

Response:

In response to the Staff’s comment, the Company has
revised its unaudited pro forma financial statements to include a column for SEALSQ from April 1, 2022 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.

Response:

In response to the Staff’s comment, the Company has
revised its pro forma earnings per share calculations and added a disclosure (note e) in the pro forma notes to disclose how the Company
determined the weighted average number of shares used in the calculations.

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.

Response:

The Company respectfully informs the Staff that it
has risk factors on pages 34, 37 and 38 of the Registration Statement, and has added additional risk factors on pages 37, 38 and 40 of
the Registration Statement, that address how the Company is impacted by supply chain disruptions in response to the Staff’s comment.

The Company also respectfully informs the Staff that
it has addressed how supply chain disruptions have and will impact our business, and our efforts to mitigate the impact, in the MD&A
section on pages 64, 65 and 66 of the Registration Statement, and has added additional disclosure on pages 65 and 66 of the Registration
Statement in response to the Staff’s comment.

 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.

Response:

The Company respectfully informs the Staff that while these
new strategic partnerships should help further the business growth strategy of the Company, it does not consider any of such partnerships
to be material to the Company.

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.

Response:

In response to the Staff’s comment, the
Company has revised its in Liquidity and Capital Resources disclosure on page 64 to indicate the amount of the debt owed to WISeKey
and WISeKey’s affiliates at the most recent financial period, i.e., June 30, 2022. Furthermore, the Company has revised the
Material Contracts section starting on page 97 of the Registration Statement to disclose the current status of the material
contracts, including the revolving credit agreement and other debt agreements.

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 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.

Response:

In response to the Staff’s comment, the Company has revised
its disclosure in the Material Contracts section on page 97 of the Registration Statement to indicate that the Revolving Credit Agreement
between the Company and WISeKey has a maximum credit limit of USD 5 Million, of which approximately $1.4 Million has already been drawn
down.

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).

Response:

The Company respectfully informs the