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CORRESP
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SEALSQ CORP

Avenue Louis-Casai 58

Cointrin

Switzerland

  May 17,
2024

Mr. Bradley
Ecker

Mr. Evan Ewing

Division of Corporation Finance

Office of Manufacturing

100 F Street, N. E.

Washington, D.C. 20549

 Re: SEALSQ Corp

Post-Effective Amendment
No. 1 to Form F-1

Submitted on March 29,
2024 (File No. 333-276877)

CIK No. 0001951222

Dear Mr. Ecker and Mr. Ewing:

This letter responds to the
letter dated April 29, 2024 (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 Post-Effective Amendment No. 1 to Form F-1 of SEALSQ Corp (the “Company,” or “we”)
initially submitted to the Commission on March 29, 2024 (the “Initial Registration Statement”).

We are filing with the Commission
via EDGAR concurrently herewith an amended Registration Statement responding to the Staff’s comment (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 Post-Effective Amendment.

General

 1. Provide us supplementally a detailed legal analysis as to whether SEALCOIN is a security as defined
by Section 2(a)(1) of the Securities Act. In responding to this comment, please include a materially complete description of the token
and the related ecosystem, as well as the manner in which the token will be offered and sold, including the following:

    1

 · The material technical characteristics of SEALCOIN including the terms of any smart contract and
any other documents governing the terms of the SEALCOINs and the rights of holders, as well as an explanation of whether and how modifications
to SEALCOIN’s smart contract can be made;

 · Transfer capabilities and restrictions including whether there are any limits on the transfer of
SEALCOIN by holders or transfer prerequisites, the material features of whitelisting procedures, including AML/KYC procedures, and whether
holders can dispose of their SEALCOINs other than by transacting with the platform;

 · The material characteristics of the network in which SEALCOIN will exist, including SEALCOIN’s
use or role such as purchasing goods or services, allocating resources, performing governance functions, and/or otherwise securing the
network or application, any fees for transacting on the network or application, including how they are assessed and who pays and receives
such fees, and a description of the various roles that exist in connection within the network, such as users, on-chain service providers,
developers, transaction validators, and governance participants; and

 · Where and how SEALCOIN private keys will be stored, and by whom. Explain whether you will provide
a digital wallet to holders, and if so, who will control the wallet.

    2

Response:

In response to the Staff’s comment, we note
the following: ‘SEALCOIN’ is a code name for an internal SEALSQ Corp R&D project that involves significant technical innovation
that could potentially lead to a future creation or adoption of a dedicated cryptocurrency in the form of a token associated to a device
that is secured with a digital certificate. For now, we are exclusively working on a technical Proof-of-Concept (PoC) and a dedicated/proprietary
Service Platform. This PoC contemplates the use of a secure token that would enable our technology to automate the settlement of a device’s
transaction against the use of a service (including the use of the SEALCOIN Service Platform). This would be achieved with a cryptocurrency
in the form of a token associated to a device that is secured with a digital certificate where the token’s smart-contract will interact
with our software to securely organize and execute transactions.

We have organized this project in two streams:

 - Our SEALCOIN PoC is at present an internal SEALSQ Corp innovation R&D project focusing on the technical
feasibility of our most advanced semi-conductor (VIC 408) validating, verifying and authenticating a transaction
while simultaneously ‘signing’ a transaction (e.g. agreeing on the terms of the transaction) on a Decentralized Ledger Technology
(DLT).

 - This PoC, once technologically validated, would then lead to the development of industrial and professional
service applications for which we are starting to craft a dedicated SEALCOIN Service Platform. The SEALCOIN Service Platform would enable
our corporate and professional clients to access enhanced services deriving from the current cybersecurity products they purchase from
us (such as devices, certificates). In turn, this would open-up new markets and use-cases globally for existing and new customers. Conceptually,
access to the SEALCOIN Service Platform would be granted via a utility token, to be named ‘SEALCOIN,’ dedicated to IoT manufacturers
and professional market participants.

Only upon completion of the above internal technical feasibility research
(at the semiconductor level) and of the development efforts of a proprietary Service Platform would SEALSQ Corp be able to delineate and
clarify the technical characteristics of the applicable SEALCOIN token. Our innovation department is currently documenting the technical
findings and potential applications that will then lead to a detailed description of terms, limitations and governance of the applicable
smart contract and the related platform. In other words, the technology PoC must be completed before the application in the form of a
Service Platform can be dimensioned, and only after those two steps are completed can SEALSQ Corp delineate the nature of the token that
would give access to the Service Platform to our industrial and professional client base.

At present, we are not planning any fundraising involving investors
to participate in our costs of developments as this is an exclusive SEALSQ project, self-funded and intended to position our company at
the forefront of innovation in cybersecurity practices. Our service applications of the SEALCOIN platform and token would be crafted for
existing and prospective corporate and professional entities, as we do not plan to directly serve private individuals at this stage.

    3

The completion of our SEALCOIN PoC is planned for July 2024 and completion
of the design of the associated Service Platform (and related token) is planned for Q4 2024. Any roll-out of the Service Platform (and
the related token) to customers would be conditioned on the satisfactory completion of significant legal and regulatory due diligence
for the jurisdictions where the services (and the related tokens) would be marketed and where the customers and end users are located,
as more fully described below.

 2. Regarding the SEALCOIN you are developing:

 · Please disclose the policies and procedures that you will use to determine whether SEALCOIN is a
security for purposes of the federal securities laws, 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.

    4

Response:

In response to the Staff’s comment, we note
the following:

The SEALCOIN token features cannot yet be finalized for the reasons mentioned above (that is, completion of the technological PoC and
development of service applications).

Our R&D efforts involve an evolving PoC, leading to a proprietary
Service Platform with ultimately a platform-dedicated cryptocurrency having the following potential attributes:

 - A utility feature intended to provide access digitally to an application or service provided
on the proprietary platform by means of a blockchain-based infrastructure.

 - A payment feature intended to enable a means of payment for acquiring goods or services, as well
as a means for transferring money or value.

Based on the above R&D attributes of SEALCOIN cryptocurrency,
we are studying the following Swiss FINMA guidelines
https://www.finma.ch/en/~/media/finma/dokumente/dokumentencenter/myfinma/1bewilligung/fintech/wegleitung-ico.pdf:

 - “3.2.1 Payment tokens / cryptocurrencies: There are various legal opinions as to whether tokens
of this kind constitute securities. Some assert that all types of tokens should be considered as securities; others disagree. Given that
payment tokens are designed to act as a means of payment and are not analogous in their function to traditional securities, FINMA will
not treat payment tokens as securities. This is consistent with FINMA's current practice (e.g. in relation to Bitcoin and Ether). If payment
tokens were to be classified as securities through new case law or legislation, FINMA would accordingly revise its practice.”

 - “3.2.2 Utility tokens: Utility tokens will not be treated as securities if their sole purpose
is to confer digital access rights to an application or service and if the utility token can actually be used in this way at the point
of issue. In these cases, the underlying function is to grant the access rights and the connection with capital markets, which is a typical
feature of securities, is missing. If a utility token additionally or only has an investment purpose at the point of issue, FINMA will
treat such tokens as securities (i.e. in the same way as asset tokens).”

It is of the utmost importance for our company that, prior to any dedicated
token issuance to allow the access of an up and running associated Service Platform that is currently in R&D phase, the following
be completed:

 - Jurisdictional due diligence analysis, based on our existing and targeted geographical activities and
operations, to identify the most appropriate legal and regulatory parameters and the level of acceptance by applicable regulators, including
without limitation, the Commission and its Staff should the roll-out include the United States of America

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 - Once validated by our current R&D efforts, identify which of our group companies will be best suited
to issue the SEALCOIN, or establish a new entity and other potential JV with third parties to carry such activities

 - Once chosen, establish a thorough set of guidelines to ensure that the dedicated SEALCOIN cryptocurrency
would not, at any point in time, be issued in breach of applicable securities regulations

 - Assess all related legal and regulatory risks related to the SEALCOIN Service Platform and related token,
and establish such policies and procedures as are appropriate to address the specific risks inherent with a crypto asset

We acknowledge that the Commission is concerned
about any offer and/or sale of a cryptocurrency that may constitute an offer and/or sale of a ‘security’ in violation of the
registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), if such offer and/or sale
involves regulated activity in the United States and/or persons in the United States. Consistent with our responses above, we endeavor
to complete rigorous legal and regulatory due diligence (including, without limitation, seeking advice from reputable U.S. counsel) before
we offer and/or sell any SEALCOIN token within the United States or to any ‘U.S. person’ (as defined in Regulation S under
the Securities Act) to ensure such actions do not constitute an offer and/or sale of a ‘security’ (as defined by the Securities
Act) in violation of the registration requirements of the Securities Act (specifically reserving for the right to rely on applicable exemptions
from registration under Securities Act, including (without limitation) transactional exemptions under Section 4 of the Securities Act
and under Regulation D and/or Regulation S under the Securities Act, exemptions for instruments and interests not constituting ‘securities’
within the meaning of the Securities Act, and exemptions for ‘securities’ exempt from the Securities Act under Section 3 of
the Securities Act).

Risk Factors, page 18

 3. To the extent material, please address the following risks as related to SEALCOIN:

 · Risks relating to your planned SEALCOIN business operations, such as risks relating to implementation, technology, cybersecurity
and adoption, as well as any reliance on another network, application, or off-network code or entity;

 · Risks relating to the unique characteristics of SEALCOIN including digital form, the rights of holders
or their lack of rights, liquidity, supply, and custody;

 · Regulatory challenges of securities, tax, and AML/KYC regulations; and

 · Impact of technological developments on the value and functionality of SEALCOIN over time.

    6

Response:

In response to the Staff’s comment, we note
the following:

The SEALCOIN project is currently in the R&D
stage – that is, as noted above, research of the technical feasibility and analysis of the development of potential service applications.
As such, we are not in a position to meaningfully assess the risks that would be associated with the SEALCOIN project once implemented,
and the materiality of some or all of such risks from the perspective of our shareholders. For example, at the present time we do not
know if we will choose to issue a new cryptocurrency or build out the project implementation with pre-existing cryptocurrency to tokenize
access to the SEALCOIN Service Platform, or if we will decide to create a new entity to issue the tokens, or line up a third party to
issue the tokens. It is only when the SEALCOIN project is further along in its development that the assessment of risks and their materiality
will be meaningful. At present, we anticipate that our future analysis of the risks associated with the implementation of the SEALCOIN
project will include an assessment (and applicable disclosure in securities filings) of, inter alia, the following risk-related
factors:

 · Development delays and cost overruns

 · Regulatory compliance including delays in securing regulatory approvals and engagement with regulatory
bodies in multiple jurisdictions

 · Scalability and interoperability challenges, and technological obsolescence that could limit the SEALCOIN
platform’s functionality and longevity

 · Cybersecurity affecting user data and trust, such as data breaches, smart contract vulnerabilities, and network attacks

 · Adoption obstacles hindering growth and market acceptance including difficulties in achieving market
penetration, building user trust, and reliance on third-party platforms

 · Reliance on external entities – e.g. dependency on Hedera can introduce additional vulnerabilities
related to external changes and regulatory shifts.

Accordingly, we have revised our disclosure in the Risk Factors section
on page 20.

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Business Strategic Outlook for 2024

3. SEALCOIN, page 85

 4. Please revise so that your disclosure is consistent with your public statements and promotional materials, including in any white
paper, relating to material aspects of SEALCOIN. For example only and without limitation, please clarify and describe the use cases for
SEALCOIN and the items referenced in your recent news releases, including:

 · The SEALCOIN ecosystem and platform;

 · The purchasing and tokenization of certificates to be introduced with the SEALCO