SecProbe.io

CORRESP
 1
 filename1.htm

 SEALSQ CORP

 Avenue Louis-Casai 58

 Contrin

 Switzerland

 1216

 March 31, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.W.

 Washington, D.C. 20549

 Attention:

 Ms.
 Kristin Baldwin

 Division of International Corporate Finance

 Re: SEALSQ Corp

 Registration Statement on Form F-3

 (Registration No. 333- 286098)

 Dear Ms. Baldwin:

 SEALSQ Corp hereby requests that the effectiveness
of the Registration Statement on Form F-3 (Registration No. 333-286098) to be accelerated to 4:00 P.M. on Wednesday, April 2, 2025, or
as soon thereafter as possible.

 Please call us at 011-41-22-594-3000 or our outside
legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 if you have any questions.

 Very truly yours,

 SEALSQ Corp

 By:
 /s/ Carlos Moreira

 Name: Carlos Moreira

 Title: Chief Executive Officer

 By:
 /s/ John O'Hara

 Name: John O'Hara

 Title: Chief Financial Officer

 cc:	Herman H. Raspé, Esq. (Patterson Belknap Webb & Tyler
LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2025

John O Hara
Chief Financial Officer
SEALSQ Corp
Craigmuir Chambers, Road Town
Tortola, British Virgin Islands 1110

 Re: SEALSQ Corp
 Registration Statement on Form F-3
 Filed March 25, 2025
 File No. 333-286098
Dear John O Hara:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Contrin

Switzerland

1216

November 25, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.W.

Washington, D.C. 20549

Attention:

Mr.
Patrick Fullem

Division of International Corporate Finance

Re:  SEALSQ Corp

Registration Statement on Form F-3

(Registration No. 333- 283358)

Dear Mr. Fullem:

SEALSQ Corp hereby requests that the effectiveness
of the Registration Statement on Form F-3 (Registration No. 333-283358) to be accelerated to 4:00 P.M. on Wednesday, November 27, 2024,
or as soon thereafter as possible.

Please call us at 011-41-22-594-3000 or our outside
legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 if you have any questions.

  Very truly yours,

  SEALSQ Corp

  By:
  /s/ Carlos Moreira

  Name: Carlos Moreira

  Title: Chief Executive Officer

  By:
  /s/ John O’Hara

  Name: John O’Hara

  Title: Chief Financial Officer

cc:	Herman H. Raspé, Esq. (Patterson Belknap Webb & Tyler
LLP)

November 22, 2024
Carlos Moreira
Chief Executive Officer
SEALSQ Corp
Craigmuir Chambers, Road Town
Tortola, British Virgin Islands VG1110
Re:SEALSQ Corp
Registration Statement on Form F-3
Filed November 20, 2024
File No. 333-283358
Dear Carlos Moreira:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Herman H. Raspé, Esq.

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Contrin

Switzerland

1216

September 20, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.W.

Washington, D.C. 20549

Attention:   Mr. Bradley Ecker
and Mr. Evan Ewing

Division of International Corporate Finance

Re:  SEALSQ Corp

Pre-Effective Amendment No. 4 to Registration Statement on
Form F-1

(Registration No. 333-278685)

De ar Mr. Ecker and Mr. Ewing:

SEALSQ
Corp hereby requests that the effectiveness of the Pre-Effective Amendment No. 4 to Registration Statement on Form F-1 (Registration
No. 333-278685) to be accelerated to 9:00 A.M. on Tuesday, September 24, 2024, or as soon thereafter as possible.

Please call us at 011-41-22-594-3000 or our outside
legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 if you have any questions.

  Very truly yours,

  SEALSQ Corp

  By:
  /s/ Carlos Moreira

  Name: Carlos Moreira

  Title: Chief Executive Officer

  By:
  /s/ John O’Hara

  Name: John O’Hara

  Title: Chief Financial Officer

cc:	Herman H. Raspé, Esq. (Patterson Belknap Webb & Tyler
LLP)

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Cointrin

Switzerland

DRAFT - August 23,
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 CorpAmendment No. 3 to Registration Statement on
Form F-1

Submitted July 31, 2024 (File No. 333-278685)

CIK No. 0001951222

Dear Mr. Ecker and Mr. Ewing:

This letter
responds to the letter dated August 19, 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 Amendment No. 3 to Registration Statement on Form F-1 of SEALSQ Corp (the “Company,”
or “we”) initially submitted to the Commission on July 31, 2024 (the “Initial Registration Statement”).

BUSINESS

General

Amendment No. 3 to Form F-1 filed on July 31, 2024

General

1. Refer to your disclosure on page 11 that the “expected
role of SEALSQ Corp in the SEALCOIN project is to provide research and development expertise” and to your response to prior comment
2 that you intend to enter into an agreement to be reimbursed for the time spent by research and development staff on future support of
the SEALCOIN project. We also note new disclosure on page 11 that such future support is expected to be related to the integration of
the Company’s hardware and firmware into the SEALCOIN platform under development. Please advise us in greater detail of the expected
elements of this future support of SEALCOIN to be provided by SEALSQ. Also, in light of this future SEALCOIN support, provide an updated
response to comments 1-4 of our letter dated June 17, 2024 including a current analysis supporting the assertion in your letter dated
July 2, 2024 that you did not believe at that time that it was appropriate to respond to such comments with the requested disclosures
and risk factors relating to SEALCOIN because SEALCOIN development was expected to be moved to WISeKey International Holding AG with the
only expected role of SEALSQ in the SEALCOIN project being the sale of chips to SEALCOIN AG. Lastly, please provide an update on the timing
of the incorporation of SEALCOIN AG and on the timing and terms of the related agreements.

Response:

In response to the Staff’s comments, the
Company respectfully informs the Staff that SEALCOIN AG was incorporated on August 6, 2024 in Switzerland (the date of entry in commercial
register in the Canton of Zug). SEALCOIN AG is a wholly owned subsidiary of WISeKey, and SEALSQ does not own any equity interest in SEALCOIN.

The SEALCOIN Proof of Concept (PoC) was completed
on July 26, 2024 – a Machine-to-Machine communication framework for an IoT ecosystem, transferring a payment for a service, using
a dedicated token, and executed on a third-party Decentralized Ledger Technology--HEDERA. Following the successful completion of this
initial PoC and the incorporation of SEALCOIN AG, the SEALCOIN project was moved from WISeKey to SEALCOIN AG.

SEALSQ Corp will not create, sell, commercialize
or promote the tokens that are part of the SEALCOIN project. SEALSQ Corp provided R&D support (based on its semiconductor and PKI
expertise) for the SEALCOIN PoC, for which it will be reimbursed by SEALCOIN AG (using commercial rates based upon those charged by its
design partners in other projects.) Based on this R&D, SEALSQ Corp has blockchain-enabled its chips so that these chips can be used
by potential customers on the SEALCOIN platform.

R&D reimbursement and semiconductor supply
agreements are in the process of negotiation. We currently do not consider these agreements to be material from SEALSQ Corp’s perspective.

Going forward, SEALSQ Corp’s involvement
in the SEALCOIN project is to sell the blockchain-enabled chips to SEALCOIN AG, or through SEALCOIN AG, for use by participants on the
SEALCOIN platform. Any future SEALSQ Corp R&D for SEALCOIN-initiated developments is expected to be limited to new IoT PoCs involving
SEALSQ Corp blockchain-enabled semiconductors and would be subject to R&D reimbursement by SEALCOIN AG or the purchaser(s) of the
semiconductors.

Since the SEALCOIN semiconductor blockchain enablement
PoC has been finalized, and SEALSQ Corp will not create, sell, commercialize or promote the tokens that are part of the SEALCOIN project,
we believe that SEALSQ Corp does not need to provide a Securities Act Section 2(a)(1) analysis for the tokens.

Since the SEALCOIN semiconductor blockchain enablement
PoC has been finalized, and SEALSQ Corp will not create, sell, commercialize or promote the tokens that are part of the SEALCOIN project,
we have deleted references to the SEALCOIN project as a product of SEALSQ Corp in this registration statement and therefore we do not
believe it is appropriate to add any additional disclosures relating to SEALCOIN at this time. We do plan to revise the Recent Developments
section as follows:

SEALSQ
announced that the responsibility for the development of the decentralized technology project “SEALCOIN” has been transferred
to its parent company, WISeKey, as of June 27, 2024. While the SEALCOIN project was originally under development by WISeKey and SEALSQ
as a collaborative ‘proof of concept’ (with the aim of assessing the practical potential of the concept), the parties concluded
that the SEALCOIN platform and tokens would be developed by WISeKey (capitalizing on WISeKey’s cybersecurity expertise), whereas
SEALSQ is to focus on the development of the related semiconductor technology hardware and firmware (capitalizing on SEALSQ’s semiconductor
and PKI expertise).

WISeKey
has informed us that organizationally the SEALCOIN project will behas
been housed in a Special Purpose Vehicle (SPV) to be,
named “SEALCOIN AG”, a Swiss company in the process of being
incorporated by WISeKey. We have also been informed by WISeKey that the transfer of the development
of SEALCOIN from WISeKey to SEALCOIN AG is expected to occur shortly after the incorporation of SEALCOIN AG is completed
on August 6, 2024.

The
current and expected role of SEALSQ Corp in the SEALCOIN project is
to provide research and development expertise and to sellhas
been completed and the future role is expected to be as a supplier of secure semiconductors to or
through SEALCOIN AG, with SEALCOIN AG as a distributor of those chips to B2B participants in the platform SEALCOIN AG will
be developing. We have been informed by WISeKey that the formal documentation for the
incorporation of SEALCOIN AG has been submitted towas
completed on August 6, 2024 with the Commercial Register in Zug, Switzerland, that they expect
SEALCOIN AG to be formally incorporated in early August 2024 (although this is subject to the timetable of the Commercial Register in
Zug), and that SEALCOIN AG is expected to be a subsidiary of WISeKey
(with The Hashgraph Association as a strategic investor.),
and that SEALSQ Corp is not, and does not intend to become,
a shareholder in SEALCOIN AG.

The
terms of the transfer will include SEALSQ being reimbursed at a commercial, arm’s length price for the time and materials allocated
to the technological development of the hardware and firmware involved in the SEALCOIN project. This reimbursement is anticipated to
be made oncefollowing the incorporation of
SEALCOIN AG has been completed and will be negotiated on an arm’s length basis
using commercially available rates. The Company anticipates that it will sell semiconductors to SEALCOIN AG as the preferred supplier,
with SEALCOIN AG acting as a distributor of SEALSQ chips to B2B participants in the SEALCOIN platform. The Company expects that this
will increase the demand for SEALSQ semiconductors over time and position the Company advantageously against its competitors due to the
current unique nature of this project.

Agreements
between SEALSQ Corp and SEALCOIN AG are to be entered into reflecting the transfer and ongoing
and future commercial terms upon completion of the incorporation of SEALCOIN AG. The
first such agreement will concern SEALSQ being reimbursed for the time spent by its research and development staff on the SEALCOIN project,
covering time spent in past support and future support, on the SEALCOIN
project (based upon R&D reimbursement rates in the Company’s currently existing agreements with its third-party
customers). Any future R&D support to be provided by the Company for new SEALCOIN AG – initiated
semiconductor IoT related Proofs of Concepts will be negotiated with SEALCOIN AG and is expected to be related to the integration
of the Company’ssupply by the Company of chip-related hardware and firmware
intofor use on the SEALCOIN platform under
development. The Company anticipates that this contract will be negotiated on an arm’s length basis and that the work performed
will be charged at a commercial rate for technological research and development based upon market equivalent rates. The second agreement
will cover SEALSQ securing the rights to supply to SEALCOIN AG secure semiconductors for use in the sale of SEALCOIN products and services
to the future clients of SEALCOIN AG. The Company anticipates that the terms of this contract will be negotiated on an arm’s length
basis with factors such as price, payment terms and quantity discounts being based upon the Company’s currently existing agreements
with its third-party customers and that the Company would be the preferred supplier of secure semiconductors to SEALCOIN AG.

In addition, we believe that related risks to SEALSQ
associated with the SEALCOIN project are appropriately addressed in the following existing risk factor:

We
are dependent on the successful launch of the SEALCOIN platform by WISeKey and SEALCOIN AG for us to realize the benefits from our collaboration
with them.

The
Company anticipates becoming the preferred supplier of semiconductors to SEALCOIN AG. In this role, SEALCOIN AG will distribute SEALSQ
chips to B2B participants on its SEALCOIN platform. This strategic partnership is expected to significantly boost the demand for SEALSQ
semiconductors over time. By leveraging the unique nature of this collaboration, we believe that the Company is in a position to gain
a competitive edge on its competitors in the market. However, the success of this initiative is closely tied to the successful launch
and adoption of the SEALCOIN platform. SEALSQ’s increased demand and market advantages are contingent upon SEALCOIN AG’s ability
to effectively establish and grow its platform. The Company is therefore dependent upon SEALCOIN AG’s successful market entry and
the seamless integration of SEALSQ chips within their ecosystem in order to realize the benefits of the collaboration. We believe
that this collaboration holds great potential, but there are inherent business risks associated with the dependency on SEALCOIN’s
launch.

We appreciate your comments and
welcome the opportunity to discuss with you our response provided above. Please contact us at 011-41-22-594-3000 or via e-mail at cmoreira@sealsq.com/johara@sealsq.com
or our outside legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 or via e-mail at hhraspe@pbwt.com, if you have
any questions or require additional information.

    Respectfully,

    SEALSQ Corp

    By:

    Name:
    Carlos Moreira

    Title:
    CEO

    By:

    Name:
    John O’Hara

    Title:
    CFO

cc:	Herman H. Raspé. Esq. (Patterson Belknap Webb
& Tyler LLP)

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Cointrin

Switzerland

DRAFT - August 23,
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. 4 to Registration Statement on Form F-1

Submitted July 31, 2024 (File No. 333-276877)

CIK No. 0001951222

Dear Mr. Ecker and Mr. Ewing:

This letter
responds to the letter dated August 19, 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. 4 to Registration Statement on Form F-1 of SEALSQ Corp (the “Company,”
or “we”) initially submitted to the Commission on July 31, 2024 (the “Initial Registration Statement”).

BUSINESS

General

Post Effective Amendment No. 4 to Form F-1 filed July
31, 2024

General

1. Refer to your disclosure on page 11 that the “expected
role of SEALSQ Corp in the SEALCOIN project is to provide research and development expertise” and to your response to prior comment
2 that you intend to enter into an agreement to be reimbursed for the time spent by research and development staff on future support of
the SEALCOIN project. We also note new disclosure on page 11 that such future support is expected to be related to the integration of
the Company’s hardware and firmware into the SEALCOIN platform under development. Please advise us in greater detail of the expected
elements of this future support of SEALCOIN to be provided by SEALSQ. Also, in light of this future SEALCOIN support, provide an updated
response to comments 1-4 of our letter dated June 17, 2024 including a current analysis supporting the assertion in your letter dated
July 2, 2024 that you did not believe at that time that it was appropriate to respond to such comments with the requested disclosures
and risk factors relating to SEALCOIN because SEALCOIN development was expected to be moved to WISeKey International Holding AG with the
only expected role of SEALSQ in the SEALCOIN project being the sale of chips to SEALCOIN AG. Lastly, please provide an update on the timing
of the incorporation of SEALCOIN AG and on the timing and terms of the related agreements.

Response:

In response to the Staff’s comments, the
Company respectfully informs the Staff that SEALCOIN AG was incorporated on August 6, 2024 in Switzerland (the date of entry in commercial
register in the Canton of Zug). SEALCOIN AG is a wholly owned subsidiary of WISeKey, and SEALSQ does not own any equity interest in SEALCOIN.

The SEALCOIN Proof of Concept (PoC) was completed
on July 26, 2024 – a Machine-to-Machine communication framework for an IoT ecosystem, transferring a payment for a service, using
a dedicated token, and executed on a third-party Decentralized Ledger Technology--HEDERA. Following the successful completion of this
initial PoC and the incorporation of SEALCOIN AG, the SEALCOIN project was moved from WISeKey to SEALCOIN AG.

SEALSQ Corp will not create, sell, commercialize
or promote the tokens that are part of the SEALCOIN project. SEALSQ Corp provided R&D support (based on its semiconductor and PKI
expertise) for the SEALCOIN PoC, for which it will be reimbursed by SEALCOIN AG (using commercial rates based upon those charged by its
design partners in other projects.) Based on this R&D, SEALSQ Corp has blockchain-enabled its chips so that these chips can be used
by potential customers on the SEALCOIN platform.

R&D reimbursement and semiconductor supply
agreements are in the process of negotiation. We currently do not consider these agreements to be material from SEALSQ Corp’s perspective.

Going forward, SEALSQ Corp’s involvement
in the SEALCOIN project is to sell the blockchain-enabled chips to SEALCOIN AG, or through SEALCOIN AG, for use by participants on the
SEALCOIN platform. Any future SEALSQ Corp R&D for SEALCOIN-initiated developments is expected to be limited to new IoT PoCs involving
SEALSQ Corp blockchain-enabled semiconductors and would be subject to R&D reimbursement by SEALCOIN AG or the purchaser(s) of the
semiconductors.

Since the SEALCOIN semiconductor blockchain enablement
PoC has been finalized, and SEALSQ Corp will not create, sell, commercialize or promote the tokens that are part of the SEALCOIN project,
we believe that SEALSQ Corp does not need to provide a Securities Act Section 2(a)(1) analysis for the tokens.

Since the SEALCOIN semiconductor blockchain enablement
PoC has been finalized, and SEALSQ Corp will not create, sell, commercialize or promote the tokens that are part of the SEALCOIN project,
we have deleted references to the SEALCOIN project as a product of SEALSQ Corp in this registration statement and therefore we do not
believe it is appropriate to add any additional disclosures relating to SEALCOIN at this time. We do plan to revise the Recent Developments
section as follows:

SEALSQ
announced that the responsibility for the development of the decentralized technology project “SEALCOIN” has been transferred
to its parent company, WISeKey, as of June 27, 2024. While the SEALCOIN project was originally under development by WISeKey and SEALSQ
as a collaborative ‘proof of concept’ (with the aim of assessing the practical potential of the concept), the parties concluded
that the SEALCOIN platform and tokens would be developed by WISeKey (capitalizing on WISeKey’s cybersecurity expertise), whereas
SEALSQ is to focus on the development of the related semiconductor technology hardware and firmware (capitalizing on SEALSQ’s semiconductor
and PKI expertise).

WISeKey
has informed us that organizationally the SEALCOIN project will behas
been housed in a Special Purpose Vehicle (SPV) to be,
named “SEALCOIN AG”, a Swiss company in the process of being
incorporated by WISeKey. We have also been informed by WISeKey that the transfer of the development
of SEALCOIN from WISeKey to SEALCOIN AG is expected to occur shortly after the incorporation of SEALCOIN AG is completed
on August 6, 2024.

The
current and expected role of SEALSQ Corp in the SEALCOIN project is
to provide research and development expertise and to sellhas
been completed and the future role is expected to be as a supplier of secure semiconductors to or
through SEALCOIN AG, with SEALCOIN AG as a distributor of those chips to B2B participants in the platform SEALCOIN AG will
be developing. We have been informed by WISeKey that the formal documentation for the
incorporation of SEALCOIN AG has been submitted towas
completed on August 6, 2024 with the Commercial Register in Zug, Switzerland, that they expect
SEALCOIN AG to be formally incorporated in early August 2024 (although this is subject to the timetable of the Commercial Register in
Zug), and that SEALCOIN AG is expected to be a subsidiary of WISeKey
(with The Hashgraph Association as a strategic investor.),
and that SEALSQ Corp is not, and does not intend to become,
a shareholder in SEALCOIN AG.

The
terms of the transfer will include SEALSQ being reimbursed at a commercial, arm’s length price for the time and materials allocated
to the technological development of the hardware and firmware involved in the SEALCOIN project. This reimbursement is anticipated to
be made oncefollowing the incorporation of
SEALCOIN AG has been completed and will be negotiated on an arm’s length basis
using commercially available rates. The Company anticipates that it will sell semiconductors to SEALCOIN AG as the preferred supplier,
with SEALCOIN AG acting as a distributor of SEALSQ chips to B2B participants in the SEALCOIN platform. The Company expects that this
will increase the demand for SEALSQ semiconductors over time and position the Company advantageously against its competitors due to the
current unique nature of this project.

Agreements between
SEALSQ Corp and SEALCOIN AG are to be entered into reflecting the transfer and ongoing and future commercial terms upon
completion of the incorporation of SEALCOIN AG. The first such agreement will concern SEALSQ being reimbursed for
the time spent by its research and development staff on the SEALCOIN project, covering time spent in past support and
future support, on the SEALCOIN project (based upon R&D reimbursement
rates in the Company’s currently existing agreements with its third-party customers). Any future R&D support to be
provided by the Company for new SEALCOIN AG – initiated semiconductor IoT related Proofs of
Concepts will be negotiated with SEALCOIN AG and is expected to be related to the integration
of the Company’ssupply by the Company of chip-related hardware and
firmware intofor use on the SEALCOIN
platform under development. The Company anticipates that this contract will be negotiated on an arm’s length basis and that
the work performed will be charged at a commercial rate for technological research and development based upon market equivalent
rates. The second agreement will cover SEALSQ securing the rights to supply to SEALCOIN AG secure semiconductors for use in the sale
of SEALCOIN products and services to the future clients of SEALCOIN AG. The Company anticipates that the terms of this contract will
be negotiated on an arm’s length basis with factors such as price, payment terms and quantity discounts being based upon the
Company’s currently existing agreements with its third-party customers and that the Company would be the preferred supplier of
secure semiconductors to SEALCOIN AG.

In addition, we believe that related risks to SEALSQ
associated with the SEALCOIN project are appropriately addressed in the following existing risk factor:

We
are dependent on the successful launch of the SEALCOIN platform by WISeKey and SEALCOIN AG for us to realize the benefits from our collaboration
with them.

The
Company anticipates becoming the preferred supplier of semiconductors to SEALCOIN AG. In this role, SEALCOIN AG will distribute SEALSQ
chips to B2B participants on its SEALCOIN platform. This strategic partnership is expected to significantly boost the demand for SEALSQ
semiconductors over time. By leveraging the unique nature of this collaboration, we believe that the Company is in a position to gain
a competitive edge on its competitors in the market. However, the success of this initiative is closely tied to the successful launch
and adoption of the SEALCOIN platform. SEALSQ’s increased demand and market advantages are contingent upon SEALCOIN AG’s ability
to effectively establish and grow its platform. The Company is therefore dependent upon SEALCOIN AG’s successful market entry and
the seamless integration of SEALSQ chips within their ecosystem in order to realize the benefits of the collaboration. We believe
that this collaboration holds great potential, but there are inherent business risks associated with the dependency on SEALCOIN’s
launch.

We appreciate your comments and
welcome the opportunity to discuss with you our response provided above. Please contact us at 011-41-22-594-3000 or via e-mail at cmoreira@sealsq.com/johara@sealsq.com
or our outside legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 or via e-mail at hhraspe@pbwt.com, if you have
any questions or require additional information.

    Respectfully,

    SEALSQ Corp

    By:

    Name:
    Carlos Moreira

    Title:
    CEO

    By:

    Name:
    John O’Hara

    Title:
    CFO

cc:	Herman H. Raspé. Esq. (Patterson Belknap Webb
& Tyler LLP)

August 19, 2024
Carlos Moreira
Chief Executive Officer
SEALSQ Corp
Craigmuir Chambers, Road Town
Tortola, British Virgin Islands 1110
Re:SEALSQ Corp
Post-Effective Amendment No. 4 to Form F-1
Filed on July 31, 2024
File No. 333-276877
Dear Carlos Moreira:
            We have reviewed your post-effective amendment 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.
Post Effective Amendment No. 4 to Form F-1 filed July 31, 2024
General
Refer to your disclosure on page 11 that the “expected role of SEALSQ Corp in the
SEALCOIN project is to provide research and development expertise” and to your
response to prior comment 2 that you intend to enter into an agreement to be reimbursed
for the time spent by research and development staff on future support of the SEALCOIN
project. We also note new disclosure on page 11 that such future support is expected to be
related to the integration of the Company’s hardware and firmware into the SEALCOIN
platform under development. Please advise us in greater detail of the expected elements of
this future support of SEALCOIN to be provided by SEALSQ. Also, in light of this future
SEALCOIN support, provide an updated response to comments 1-4 of our letter dated
June 17, 2024 including a current analysis supporting the assertion in your letter dated
July 2, 2024 that you did not believe at that time that it was appropriate to respond to such
comments with the requested disclosures and risk factors relating to SEALCOIN because
SEALCOIN development was expected to be moved to WISeKey International Holding 1.

August 19, 2024
Page 2
AG with the only expected role of SEALSQ in the SEALCOIN project being the sale of
chips to SEALCOIN AG. Lastly, please provide an update on the timing of the
incorporation of SEALCOIN AG and on the timing and terms of the related agreements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Cointrin

Switzerland

July 31, 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 CorpPost-Effective Amendment No. 3 to Registration
Statement on Form F-1

                                                                                                                                 Submitted July 2, 2024 (File No. 333-276877)

CIK No. 0001951222

Dear Mr. Ecker and Mr. Ewing:

This letter
responds to the letter dated July 23, 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. 3 to Registration Statement on Form F-1 of SEALSQ Corp (the “Company,”
or “we”) initially submitted to the Commission on July 2, 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 No. 4 to Registration Statement.

BUSINESS

General

 1. We note your response to prior comments 1 through 4. We do not view these matters as resolved and will continue to consider your
disclosure and responses in these regards. We also note your disclosure that SEALCOIN “is now in development under the umbrella
of WISeKey International Holding AG and will be housed in a Special Purpose Vehicle (SPV) to be named SEALCOIN AG, in the process of being
incorporated by WISeKey International Holding AG as a Swiss company.” In that regard:

 • Please revise your disclosure to identify the entity, whether you, your parent, or an affiliate, that currently houses the development
of SEALCOIN.

 · State when the transfer of the development of SEALCOIN from you to another entity occurred or is expected to occur.

 · State when the incorporation of SEALCOIN AG and the transfer of the development of SEALCOIN to SEALCOIN AG is expected to occur.

 · Disclose the terms of transferring your interests in SEALCOIN to another entity, including, but not limited to, what consideration
you received or will receive for transferring your interests in SEALCOIN.

Response:

In response to the Staff’s
comments, the Company has revised its disclosure in the Recent Developments section on page 11
and Risk Factors section on page 23.

 2. Refer to your statement in your response that SEALSQ will disclose the material terms of any related
agreement or collaboration between SEALSQ Corp and SEALCOIN AG, the Hashgraph Association and/or Hedera to the extent these agreements
are material to SEALSQ. Please advise us of any such related agreements expected to be entered and what consideration is being given to
disclosing their material terms or to filing them as exhibits to the registration statement.

Response:

The Company confirms that SEALSQ will disclose
the material terms of any related agreement or collaboration between SEALSQ Corp and SEALCOIN AG, the Hashgraph Association and/or Hedera
to the extent these agreements are material to SEALSQ. The Company respectfully informs the Staff that there are no such agreements or
collaborations currently in place between these parties and SEALSQ.

Agreements are to be entered into reflecting the
transfer of the SEALCOIN project and ongoing and future commercial terms upon completion of the incorporation of SEALCOIN AG. The first
such agreement will concern SEALSQ being reimbursed for the time spent by its research and development staff on the SEALCOIN project,
covering time spent in past support and future support on the project (based upon R&D reimbursement rates in the Company’s currently
existing agreements with its third party customers). The Company anticipates that this contract will be negotiated on an arm’s length
basis and that the work performed will be charged at a commercial rate for technological research and development based upon market equivalent
rates.

The second agreement will cover SEALSQ securing
the rights to supply to SEALCOIN AG secure semiconductors for use in the sale of SEALCOIN products and services to the anticipated clients
of SEALCOIN AG. The Company anticipates that the terms of this contract will be negotiated on an arm’s length basis with factors
such as prices, payment terms and quantity discounts being based upon the Company’s currently existing agreements with its third-party
customers and that the Company would be the preferred supplier of secure semiconductors to SEALCOIN AG.

The Company will consider disclosing the material
terms and/or filing them as exhibits to the registration statement according to its disclosure controls and procedures taking into account
the relevant SEC rules and guidance.

We appreciate your comments and
welcome the opportunity to discuss with you our response provided above. Please contact us at 011-41-22-594-3000 or via e-mail at cmoreira@sealsq.com/johara@sealsq.com
or our outside legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 or via e-mail at hhraspe@pbwt.com, if you have
any questions or require additional information.

    Respectfully,

    SEALSQ Corp

    By:
    /s/ Carlos Moreira

    Name:
    Carlos Moreira

    Title:
    CEO

    By:
    /s/ John O’Hara

    Name:
    John O’Hara

    Title:
    CFO

 cc: Herman H. Raspé. Esq. (Patterson Belknap Webb & Tyler LLP)

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Cointrin

Switzerland

July 31, 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 CorpPre-Effective Amendment No. 2 to Registration
Statement on Form F-1

                                                                                                                                Submitted July 2, 2024 (File No. 333-278685)

CIK No. 0001951222

Dear Mr. Ecker and Mr. Ewing:

This letter
responds to the letter dated July 23, 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 Pre-Effective Amendment No. 2 to Registration Statement on Form F-1 of SEALSQ Corp (the “Company,”
or “we”) initially submitted to the Commission on July 2, 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 Pre-Effective
Amendment No. 3 to Registration Statement.

BUSINESS

General

 1. We note your response to prior comments 1 through 4. We do not view these matters as resolved and will continue to consider your
disclosure and responses in these regards. We also note your disclosure that SEALCOIN “is now in development under the umbrella
of WISeKey International Holding AG and will be housed in a Special Purpose Vehicle (SPV) to be named SEALCOIN AG, in the process of being
incorporated by WISeKey International Holding AG as a Swiss company.” In that regard:

 • Please revise your disclosure to identify the entity, whether you, your parent, or an affiliate, that currently houses the development
of SEALCOIN.

 · State when the transfer of the development of SEALCOIN from you to another entity occurred or is expected to occur.

 · State when the incorporation of SEALCOIN AG and the transfer of the development of SEALCOIN to SEALCOIN AG is expected to occur.

 · Disclose the terms of transferring your interests in SEALCOIN to another entity, including, but not limited to, what consideration
you received or will receive for transferring your interests in SEALCOIN.

Response:

In response to the Staff’s
comments, the Company has revised its disclosure in the Recent Developments section on page 11
and Risk Factors section on page 23.

 2. Refer to your statement in your response that SEALSQ will disclose the material terms of any related
agreement or collaboration between SEALSQ Corp and SEALCOIN AG, the Hashgraph Association and/or Hedera to the extent these agreements
are material to SEALSQ. Please advise us of any such related agreements expected to be entered and what consideration is being given to
disclosing their material terms or to filing them as exhibits to the registration statement.

Response:

The Company confirms that SEALSQ will disclose
the material terms of any related agreement or collaboration between SEALSQ Corp and SEALCOIN AG, the Hashgraph Association and/or Hedera
to the extent these agreements are material to SEALSQ. The Company respectfully informs the Staff that there are no such agreements or
collaborations currently in place between these parties and SEALSQ.

Agreements are to be entered into reflecting the
transfer of the SEALCOIN project and ongoing and future commercial terms upon completion of the incorporation of SEALCOIN AG. The first
such agreement will concern SEALSQ being reimbursed for the time spent by its research and development staff on the SEALCOIN project,
covering time spent in past support and future support on the project (based upon R&D reimbursement rates in the Company’s currently
existing agreements with its third party customers). . The Company anticipates that this contract will be negotiated on an arm’s
length basis and that the work performed will be charged at a commercial rate for technological research and development based upon market
equivalent rates.

The second agreement will cover SEALSQ securing
the rights to supply to SEALCOIN AG secure semiconductors for use in the sale of SEALCOIN products and services to the anticipated clients
of SEALCOIN AG. The Company anticipates that the terms of this contract will be negotiated on an arm’s length basis with factors
such as prices, payment terms and quantity discounts being based upon the Company’s currently existing agreements with its third-party
customers and that the Company would be the preferred supplier of secure semiconductors to SEALCOIN AG.

The Company will consider disclosing the material
terms and/or filing them as exhibits to the registration statement according to its disclosure controls and procedures taking into account
the relevant SEC rules and guidance.

We appreciate your comments and
welcome the opportunity to discuss with you our response provided above. Please contact us at 011-41-22-594-3000 or via e-mail at cmoreira@sealsq.com/johara@sealsq.com
or our outside legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 or via e-mail at hhraspe@pbwt.com, if you have
any questions or require additional information.

    Respectfully,

    SEALSQ Corp

    By:
    /s/ Carlos Moreira

    Name:
    Carlos Moreira

    Title:
    CEO

    By:
    /s/ John O’Hara

    Name:
    John O’Hara

    Title:
    CFO

 cc: Herman H. Raspé. Esq. (Patterson Belknap Webb & Tyler LLP)

July 23, 2024
Carlos Moreira
Chief Executive Officer
SEALSQ Corp
Craigmuir Chambers, Road Town
Tortola, British Virgin Islands 1110
Re:SEALSQ Corp
Post-Effective Amendment No. 3 to Form F-1
Filed on July 2, 2024
File No. 333-276877
Dear Carlos Moreira:
            We have reviewed your post-effective amendment 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.
Post Effective Amendment No. 3 to Form F-1 filed July 2, 2024
General
We note your response to prior comments 1 through 4.  We do not view these matters as
resolved and will continue to consider your disclosure and responses in these regards. We
also note your disclosure that SEALCOIN “is now in development under the umbrella of
WISeKey International Holding AG and will be housed in a Special Purpose Vehicle
(SPV) to be named SEALCOIN AG, in the process of being incorporated by WISeKey
International Holding AG as a Swiss company.” In that regard:
•Please revise your disclosure to identify the entity, whether you, your parent, or an
affiliate, that currently houses the development of SEALCOIN.
•State when the transfer of the development of SEALCOIN from you to another entity
occurred or is expected to occur.
•State when the incorporation of SEALCOIN AG and the transfer of the development
of SEALCOIN to SEALCOIN AG is expected to occur.
Disclose the terms of transferring your interests in SEALCOIN to another entity, •1.

July 23, 2024
Page 2
including, but not limited to, what consideration you received or will receive for
transferring your interests in SEALCOIN.
2.Refer to your statement in your response that SEALSQ will disclose the material terms of
any related agreement or collaboration between SEALSQ Corp and SEALCOIN AG, the
Hashgraph Association and/or Hedera to the extent these agreements are material to
SEALSQ. Please advise us of any such related agreements expected to be entered and
what consideration is being given to disclosing their material terms or to filing them as
exhibits to the registration statement.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Cointrin

Switzerland

July
2, 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

Pre-Effective Amendment No. 1 to Registration Statement
on Form F-1

Submitted May 17, 2024 (File No. 333-278685)

CIK No. 0001951222

Dear Mr. Ecker
and Mr. Ewing:

This letter responds to the
letter dated June 17, 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 Pre-Effective Amendment No. 1 to Registration Statement on Form F-1 of SEALSQ Corp (the “Company,”
or “we”) initially submitted to the Commission on May 17, 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 Pre-Effective Amendment
No. 1 to Registration Statement.

    1

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.

Response:

The Company respectfully advises the Staff that SEALCOIN is the name
for a decentralized technology project in development with Hedera and the Hashgraph Association in Switzerland. The concept for this project
started in December 2023 after Hedera suggested that SEALSQ Corp use the Hedera blockchain for secure electronic authentication via a
dedicated token. While originally under development at SEALSQ Corp as a proof of concept, the parties concluded that the platform and
tokens would be developed by WISeKey International Holding AG, whereas SEALSQ is to focus on the development of its semiconductor technology
hardware and firmware.

As a result, the SEALCOIN decentralized technology platform and token
is now in development under the umbrella of WISeKey International Holding AG and will be housed in a Special Purpose Vehicle (SPV) to
be named “SEALCOIN AG”, and is in the process of being incorporated by WISeKey International AG as a Swiss company. The incorporation
of SEALCOIN AG is expected to be completed in Switzerland in early July 2024. SEALCOIN AG is expected to be a subsidiary of WISeKey International
Holding AG with Hashgraph as a strategic investor.

SEALSQ Corp is not expected to be a shareholder in SEALCOIN AG. The
only current and expected role of SEALSQ Corp in the SEALCOIN project is to sell chips to SEALCOIN AG with SEALCOIN AG as a distributor
of those chips to B2B participants in the platform SEALCOIN AG is developing.

WISeKey International Holding AG has informed SEALSQ Corp that once
the SEALCOIN AG platform is operational, SEALCOIN AG plans to create machine-to-machine tokens for industrial participants in the SEALCOIN
AG platform, and that the issuance and offer of the tokens would be subject to completion of applicable regulatory requirements (including
in the U.S. to the extent the tokens are made available to persons in the U.S.).

We confirm that SEALSQ will disclose the material terms of any related
agreement or collaboration between SEALSQ Corp and SEALCOIN AG, the Hashgraph Association and/or Hedera to the extent these agreements
are material to SEALSQ.

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 disclosures on pages 85-87 to reflect this
information or advise.

    2

Response:

The Company respectfully advises the Staff that SEALCOIN is no longer
under development at SEALSQ Corp. We have deleted all references to the SEALCOIN project in this registration statement, and therefore
we do not believe it is appropriate to add any disclosures or risk factors relating to SEALCOIN at this time.

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.

Response:

The Company respectfully informs the Staff that since SEALCOIN is no
longer under development at SEALSQ Corp, we believe that SEALSQ Corp does not need to provide a Securities Act Section 2(a)(1) analysis
at this time.

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.

    3

 · 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.

Response:

The Company respectfully informs the Staff that since SEALCOIN is no
longer under development at SEALSQ Corp, we have deleted all references to the SEALCOIN project in this registration statement and therefore
we do not believe it is appropriate to add any disclosures or risk factors relating to SEALCOIN at this time.

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.

Response:

The Company respectfully advises the Staff that it will comply with
its disclosure on page 122: “underwriters may not sell Ordinary Shares offered under this
prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in
a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration
statement of which this prospectus is a part.”

    4

We appreciate your comments and welcome
the opportunity to discuss with you our response provided above. Please contact us at 011-41-22-594-3000 or via e-mail at cmoreira@sealsq.com/johara@sealsq.com
or our outside legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 or via e-mail at hhraspe@pbwt.com, if you have
any questions or require additional information.

    Respectfully,

    SEALSQ Corp

    By:
    /s/ Carlos Moreira

    Name:
    Carlos Moreira

    Title:
    CEO

    By:
    /s/ John O’Hara

    Name:
    John O’Hara

    Title:
    CFO

 cc: Herman H. Raspé. Esq. (Patterson Belknap Webb & Tyler LLP)

5

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Cointrin

Switzerland

July 2, 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. 2 to Form F-1

Submitted on May 17, 2024 (File No. 333-276877)

CIK No. 0001951222

Dear Mr. Ecker
and Mr. Ewing:

This letter responds to the
letter dated June 17, 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. 2 to Form F-1 of SEALSQ Corp (the “Company,” or “we”)
initially submitted to the Commission on May 17, 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
No. 2 to Form F-1.

    1

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.

Response:

The Company respectfully advises the Staff that SEALCOIN is the name
for a decentralized technology project in development with Hedera and the Hashgraph Association in Switzerland. The concept for this project
started in December 2023 after Hedera suggested that SEALSQ Corp use the Hedera blockchain for secure electronic authentication via a
dedicated token. While originally under development at SEALSQ Corp as a proof of concept, the parties concluded that the platform and
tokens would be developed by WISeKey International Holding AG, whereas SEALSQ is to focus on the development of its semiconductor technology
hardware and firmware.

As a result, the SEALCOIN decentralized technology platform and token
is now in development under the umbrella of WISeKey International Holding AG and will be housed in a Special Purpose Vehicle (SPV) to
be named “SEALCOIN AG”, and is in the process of being incorporated by WISeKey International AG as a Swiss company. The incorporation
of SEALCOIN AG is expected to be completed in Switzerland in early July 2024. SEALCOIN AG is expected to be a subsidiary of WISeKey International
Holding AG with Hashgraph as a strategic investor.

SEALSQ Corp is not expected to be a shareholder in SEALCOIN AG. The
only current and expected role of SEALSQ Corp in the SEALCOIN project is to sell chips to SEALCOIN AG with SEALCOIN AG as a distributor
of those chips to B2B participants in the platform SEALCOIN AG is developing.

WISeKey International Holding AG has informed SEALSQ Corp that once
the SEALCOIN AG platform is operational, SEALCOIN AG plans to create machine-to-machine tokens for industrial participants in the SEALCOIN
AG platform, and that the issuance and offer of the tokens would be subject to completion of applicable regulatory requirements (including
in the U.S. to the extent the tokens are made available to persons in the U.S.).

We confirm that SEALSQ will disclose the material terms of any related
agreement or collaboration between SEALSQ Corp and SEALCOIN AG, the Hashgraph Association and/or Hedera to the extent these agreements
are material to SEALSQ.

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 disclosures on pages 85-87 to reflect this
information or advise.

    2

Response:

The Company respectfully advises the Staff that SEALCOIN is no longer
under development at SEALSQ Corp. We have deleted all references to the SEALCOIN project in this registration statement, and therefore
we do not believe it is appropriate to add any disclosures or risk factors relating to SEALCOIN at this time.

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.

Response:

The Company respectfully informs the Staff that since SEALCOIN is no
longer under development at SEALSQ Corp, we believe that SEALSQ Corp does not need to provide a Securities Act Section 2(a)(1) analysis
at this time.

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.

    3

·  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.

Response:

The Company respectfully informs the Staff that since SEALCOIN is no
longer under development at SEALSQ Corp, we have deleted all references to the SEALCOIN project in this registration statement and therefore
we do not believe it is appropriate to add any disclosures or risk factors relating to SEALCOIN at this time.

    4

We appreciate your comments and welcome
the opportunity to discuss with you our response provided above. Please contact us at 011-41-22-594-3000 or via e-mail at cmoreira@sealsq.com/johara@sealsq.com
or our outside legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 or via e-mail at hhraspe@pbwt.com, if you have
any questions or require additional information.

    Respectfully,

    SEALSQ Corp

    By:
    /s/ Carlos Moreira

    Name:
    Carlos Moreira

    Title:
    CEO

    By:
    /s/ John O’Hara

    Name:
    John O’Hara

    Title:
    CFO

 cc: Herman H. Raspé. Esq. (Patterson Belknap Webb & Tyler LLP)

5

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

CORRESP
1
filename1.htm

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

    5

 - 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.

    7

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

CORRESP
1
filename1.htm

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

Registration Statement on Form F-1

Submitted April 15, 2024 (File No. 333-278685)

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 Registration Statement on Form F-1 of SEALSQ Corp (the “Company,” or “we”)
initially submitted to the Commission on April 15, 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 Registration Statement.

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

    5

 - 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.

    7

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 SEALCOIN platform launch;
a

United States securities and exchange commission logo
April 29, 2024
Carlos Moreira
Chief Executive Officer
SEALSQ Corp
Craigmuir Chambers, Road Town
Tortola, British Virgin Islands 1110
Re:SEALSQ Corp
Registration Statement on Form F-1
Filed April 15, 2024
File No. 333-278685
Dear Carlos Moreira:
            We have conducted a limited review of your registration statement and have the
following comments.
            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.
Form F-1 filed April 15, 2024
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:
•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;

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 April 29, 2024 Page 2
 FirstName LastName
Carlos Moreira
SEALSQ Corp
April 29, 2024
Page 2
•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.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.

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 April 29, 2024 Page 3
 FirstName LastName
Carlos Moreira
SEALSQ Corp
April 29, 2024
Page 3
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.
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 SEALCOIN
platform launch; and
•The role of Hedera, the Hedera network and the material terms of any related
agreements.
5.Please address the following regarding specific disclosures in this section:
•Refer to your statement at the top of age 85 that “SEALCOIN is currently in its pre-
registration stage….” Please revise to explain what you mean by “registration” and
also tell us what the “Pre-Registration Invitation for SEALCOINS” portion of the
website entails.
•We note your statement on page 85 that SEALCOIN “is expected to be available on
various exchanges by the end of Q2 2024.” Clarify exactly what you mean by
“exchanges” and explain whether there will be any geographic or other limitations on
sales of the token. Also advise us of the status of that process.
•Disclose exactly what you mean by “individual trading” on page 86.
6.Explain how SEALCOIN relates to the semiconductor/chip products that you discuss.
Also clarify whether such hardware is part of SEALCOIN, or a separate but related
product. As a related matter please revise the first three numbered paragraphs on page 86
to clarify how the matters discussed relate to SEALCOIN.
7.Please refer to your statement on page 86 that "it addresses and mitigates vulnerabilities
inherent in current blockchain systems." Clarify whether you are referring to SEALCOIN
or a separate product or technology here. Also clarify whether the product you are

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 April 29, 2024 Page 4
 FirstName LastName
Carlos Moreira
SEALSQ Corp
April 29, 2024
Page 4
discussing here will have its own blockchain that addresses and mitigates these
vulnerabilities, or whether you are saying that the product will make other existing
blockchains less vulnerable. Additionally, explain in further detail how it will reduce such
vulnerabilities.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Contrin

Switzerland

1216

February 8, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.W.

Washington, D.C. 20549

Attention:

Bradley Ecker

Division of Corporate Finance, Office of Manufacturing

Re:

SEALSQ Corp

Registration Statement on Form F-1 (Registration No. 333-276877)

Dear Mr. Ecker:

SEALSQ Corp hereby requests that the effectiveness
of the Registration Statement on Form F-1 (Registration No. 333-276877) be accelerated to 4:00 P.M. on February 12, 2024, or as soon thereafter
as possible.

Please call us at 011-41-22-594-3000 or our outside
legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 if you have any questions.

    Very truly yours,

    SEALSQ Corp

    By:
    /s/ Carlos Moreira

    Name:  Carlos Moreira

    Title:  Chief Executive Officer

    By:
    /s/ John O’Hara

    Name:  John O’Hara

    Title:  Chief Financial Officer

cc:	Herman H. Raspé, Esq. (Patterson Belknap Webb & Tyler
LLP)

United States securities and exchange commission logo
February 7, 2024
Carlos Moreira
Chief Executive Officer
SEALSQ Corp
Avenue Louis-Casaï 58
1216 Cointrin, Switzerland
Re:SEALSQ Corp
Registration Statement on Form F-1
Filed on February 5, 2024
File No. 333-276877
Dear Carlos Moreira:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
August 16, 2023
Peter Ward
Chief Financial Officer
SEALSQ Corp
Avenue Louis-Casaï 58
1216 Cointrin, Switzerland
Re:SEALSQ Corp
Registration Statement on Form F-1
Filed August 8, 2023
File No. 333-273793
Dear Peter Ward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Herman H. Raspé, Esq.

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Contrin

Switzerland

1216

August 16, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.W.

Washington, D.C. 20549

Attention:

   Gregory
Herbers

Division of International Corporate Finance

Re:

SEALSQ Corp

Registration Statement on Form F-1 (Registration No. 333-273793)

Dear Mr. Herbers:

SEALSQ Corp hereby requests that the effectiveness
of the Registration Statement on Form F-1 (Registration No. 333-273793) be accelerated to 4:00 P.M. on Friday, August 18, 2023, or as
soon thereafter as possible.

Please call us at 011-41-22-594-3000 or our outside
legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 if you have any questions.

    Very truly yours,

    SEALSQ Corp

    By:
    /s/ Carlos Moreira

    Name:  Carlos Moreira

    Title:  Chief Executive Officer

    By:
    /s/ Peter Ward

    Name:  Peter Ward

    Title:  Chief Financial Officer

cc:	Herman H. Raspé, Esq. (Patterson Belknap Webb & Tyler
LLP)

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Contrin

Switzerland

1216

March 27, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.W.

Washington, D.C. 20549

Attention:

   Mr. Patrick
Fullem

Mr. Evan Ewing

Division of International Corporate Finance

Re:

SEALSQ Corp

Registration Statement on
Form F-1, as amended (Registration

No. 333-269710)

Dear Mr. Fullem and Mr. Ewing:

SEALSQ Corp hereby requests that the effectiveness
of the Registration Statement on Form F-1 (Registration No. 333-269710) be accelerated to 9:00 A.M. on Wednesday, March 29, 2023, or as
soon thereafter as possible.

Please call us at 011-41-22-594-3000 or our outside
legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 if you have any questions.

    Very truly yours,

    SEALSQ Corp

    By:
    /s/ Carlos Moreira

    Name:  Carlos Moreira

    Title:  Chief Executive Officer

    By:
    /s/ Peter Ward

    Name:  Peter Ward

    Title:  Chief Financial Officer

cc:	Herman H. Raspé, Esq. (Patterson Belknap Webb & Tyler
LLP)

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Contrin

Switzerland

1216

March 23, 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

Amendment No. 1 to Registration
Statement on Form F-1

Submitted March 10, 2023

CIK No. 0001951222

Dear Mr. Fullem and Mr. Ewing:

This letter responds to the letter dated March
21, 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 Amendment No. 1 to the Registration Statement on Form F-1 of SEALSQ Corp (the “Company,” or “we”)
submitted to the Commission on March 10, 2023 (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 Registration Statement.

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.

     1

Response:

In response to the Staff’s comment, the Company
notes that it has reviewed the requirements under ASC 260-10-45. In relation to ASC 260-10-45-67, we assessed the nature of the Class
F Shares and, in line with ASC 260-10-45-59A, concluded that the Class F shares were a different class of common stock as opposed to participating
securities. The Memorandum of Association and Articles of Association of SEALSQ Corp clearly determine the right to dividends and the
right to distribution of the “surplus assets” of the Company for each class of common stock. The right to dividends and the
right to distribution of the surplus assets of Class F shareholders are five times greater than those of ordinary shareholders. However,
the Memorandum of Association and Articles of Association of SEALSQ Corp do not, in any section, refer to the allocation of losses to
either class of common stock, nor is this allocation determined in any other legal document. Therefore, there is no contractual obligation
per se for either Class F shareholders or ordinary shareholders to share in the losses of the Company and fund such losses. The Company
believes, however, that the allocation of losses to each class of common shares for the earnings per share calculation should follow the
allocation of other rights attributable to each class of shares, being that Class F shareholders’ rights are five times greater
than those of ordinary shareholders.

Moreover, Class F shares have a nominal value of
US$ 0.05 in comparison to the nominal value ordinary shares of US$0.01, hence the same ratio of capital ownership per share of 5 to 1.
In addition, per the Memorandum of Association and Articles of Association of SEALSQ Corp, under certain circumstances, Class F Shares
held by a corporate entity may “be redeemed and cancelled by the Company in exchange for the issuance of ordinary shares at a ratio
of five ordinary shares for each Class F Share redeemed”. The Company believes that this further supports the assessment that Class
F shareholders should have a five times greater share of the net income or loss of the Company than that of ordinary shareholders.

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.

Response:

In response to the Staff’s comment, the Company
has revised its disclosure in the Liquidity and Capital Resources section on page 64.

     2

We appreciate your comments and welcome
the opportunity to discuss with you our response provided above. Please contact us at 011-41-22-594-3000 or via e-mail at cmoreira@wisekey.com/pward@wisekey.com
or our outside legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 or via e-mail at hhraspe@pbwt.com, if you have
any questions or require additional information.

    Respectfully,

SEALSQ Corp

    By:
    /s/ Carlos Moreira, CEO

    By:
    /s/ Peter Ward, CFO

 cc: Herman H. Raspé. Esq. (Patterson Belknap Webb & Tyler LLP)

3

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

SEALSQ CORP

Avenue Louis-Casai 58

Contrin

Switzerland

1216

March 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

Registration Statement
on Form F-1 Submitted

February 10, 2023

CIK No. 0001951222

Dear Mr. Fullem and Mr. Ewing:

This letter responds to the letter dated February
10, 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 Registration Statement on Form F-1 of SEALSQ Corp (the “Company,” or “we”) initially
submitted to the Commission on February 10, 2023 (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 Registration Statement.

General

 1. We note your response to prior comment 27. Based on your response, it is not clear why you believe
the transaction does not constitute a secondary offering of SEALSQ securities by WISeKey International Holding AG. In this instance, because
WISeKey is deemed to be the reseller of 100% of SEALSQ securities, we believe WISeKey is serving as a conduit for the public distribution
of SEALSQ securities and should therefore be identified as a statutory underwriter under Section 2(a)(11) of the Securities Act. Please
revise the registration statement or tell us why WISeKey should not be identified as a selling shareholder and as an underwriter.

    1

Response:

In response to the Staff’s comment, we have
revised its disclosure on the cover page and page 111 of the Registration Statement to identify WISeKey as a statutory underwriter and
as a selling shareholder.

Unaudited Pro Forma Condensed Combined Financial Information,
page 53

 2. We note your presentation of the capitalization tables on pages 60 and 61 which set forth SEALSQ's
consolidated capitalization as of June 30, 2022, and after the recapitalization under common control. In this regard, please tell us the
purpose of the capitalization tables in Note 4 and how the presentation differs from the amounts presented in the shareholders' equity
section on your unaudited pro forma condensed combined consolidated balance sheet as of June 30, 2022 on page 55. Please consider removing
as the presentation is confusing and duplicative.

Response:

In response to the Staff’s comment, the
Company has revised the Registration Statement to remove the capitalization tables in Note 4 of the unaudited pro forma condensed
combined financial information.

Introduction, page 54

 3. We note the revised disclosure in response to prior comment 12. Please further revise to remove the
references to “directly attributable” and “factually supportable” as they are no longer included in Article 11.

	Response:

In response to the Staff’s comment,
the Company has revised the Registration Statement to remove the references to “directly attributable” and “factually
supportable” in the introduction of the unaudited pro forma condensed combined financial information.

Note 4. Transaction Accounting Adjustments and Autonomous
Entity Adjustments Adjustment (a), page 59

 4. The disclosures on page 60 do not appear to agree with the information presented in SEALSQ Corp’s
historical balance sheet as of June 30, 2022 on page 55. Please revise to resolve these inconsistencies or provide a reconciliation in
the disclosure.

    2

	Response:

In response to the Staff’s
comment, the Company has revised the Registration Statement to provide the exact debit and credit accounting entries of the transaction
accounting adjustments (a) and (b) in Note 4 of the unaudited pro forma condensed combined financial information.

Adjustment (e), page 61

 5. We note from your disclosure on page 133 that Class F Shareholders have dividend right and will be
paid five times greater than the amount paid to Ordinary Shareholders. Please explain why you did not reflect the Class F Shares in your
pro forma earnings per share calculation. In this regard, please tell us your consideration for applying the two-class method in your
calculation. Refer to ASC 260-10-45.

Response:

In response to the Staff’s comment, the
Company has revised the Registration Statement to disclose the split of earnings per share between our ordinary shares and Class F shares
in the unaudited pro forma condensed combined statement of comprehensive loss of each period presented. The Company also revised Note
4(e) of the unaudited pro forma condensed combined financial information to reflect the two-class method applied.

Management's Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and Capital Resources, page 64

 6. We note the revised disclosure in the Material Contracts section in response to prior comment 19.
Please also revise to include this information in the Liquidity and Capital Resources section of the Management’s Discussion and
Analysis of Financial Condition and Results of Operations.

Response:

In response to the Staff’s comment,
the Company has revised the Registration Statement to disclose in the Liquidity and Capital Resources section of the Management’s
Discussion and Analysis of Financial Condition and Results of Operations that the credit line with WISeKey as at June 30, 2022 “does
not cap the amount of loans allowed under the agreement”. The Company notes that the disclosure in the Liquidity and Capital Resources
section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 64 differs from the
disclosure in the Material Contracts section due to amendments to the loan facility with WISeKey International Holding Ltd effected after
June 30, 2022.

    3

Business Overview, page 86

 7. We note your response to prior comment 20. Please revise the description of your business throughout
the registration statement to clarify, if true, that the NFTs and blockchain technology used by your customers has not been developed
by you and that you only provide your customers the ability to create and maintain a secure link between an object and its NFT. For example,
you state that “our semiconductors, when placed on any object, securely issue NFTs,” “SEALSQ uses a unique method to
secure semiconductors designed by the Company through cutting-edge authentication processes combined with identity blockchain and post-quantum
technology” and make multiple references to the Casper blockchain. Please also provide a detailed explanation of how your products
function, the process by which a customer that purchases SEALSQ semiconductors issues a NFT and creates and maintains a secure link between
an object and its NFT. Provide illustrative examples as appropriate. Furthermore, revise your disclosure to describe the blockchain technology
supported by your products and the risks and challenges related to your customers' reliance on blockchain technology that you did not
develop.

Response:

In response to the Staff’s comment,
we have revised its disclosure on pages 86, 88, 89 and 90 of the Registration Statement.

Index to Consolidated Financial Statements, page F-1

 8. We note your response to prior comment 25 regarding the application of the business combination related
shell company definition to SEALSQ Corp. Your response indicates SEALSQ Corp was formed solely for the purpose of completing a business
combination transaction among one or more entities other than the shell company and that one of the entities is Wisekey Semiconductors
SAS. Please clarify the entities that are combining in the business combination transaction, as it appears Wisekey Semiconductors KK and
Wisekey Semiconductors are already subsidiaries of Wisekey Semiconductors SAS. If SEALSQ Corp is not a business combination related shell
company, then file audited financial statements of SEALSQ Corp.

	Response:

In response to the Staff’s comment, we have filed the audited
balance sheet of SEALSQ Corp.

    4

We appreciate your comments and welcome
the opportunity to discuss with you our response provided above. Please contact us at 011-41-22-594-3000 or via e-mail at cmoreira@wisekey.com/pward@wisekey.com
or our outside legal counsel from Patterson Belknap Webb & Tyler LLP at 212-336-2301 or via e-mail at hhraspe@pbwt.com, if you have
any questions or require additional information.

    Respectfully,

SEALSQ Corp

    By:
    /s/ Carlos Moreira, CEO

    By:
    /s/ Peter Ward, CFO

 cc: Herman H. Raspé. Esq. (Patterson Belknap Webb & Tyler LLP)

United States securities and exchange commission logo
February 24, 2023
Carlos Moreira
Chief Executive Officer
SEALSQ Corp
Avenue Louis-Casaï 58
1216 Cointrin, Switzerland
Re:SEALSQ Corp
Registration Statement on Form F-1
Filed February 10, 2023
File No. 333-269710
Dear Carlos Moreira:
            We have reviewed your 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.
Registration Statement on Form F-1 filed February 10, 2023
General
1.We note your response to prior comment 27. Based on your response, it is not clear why
you believe the transaction does not constitute a secondary offering of SEALSQ securities
by WISeKey International Holding AG.  In this instance, because WISeKey is deemed to
be the reseller of 100% of SEALSQ securities, we believe WISeKey is serving as a
conduit for the public distribution of SEALSQ securities and should therefore be
identified as a statutory underwriter under Section 2(a)(11) of the Securities Act. Please
revise the registration statement or tell us why WISeKey should not be identified as a
selling shareholder and as an underwriter.

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 February 24, 2023 Page 2
 FirstName LastName
Carlos Moreira
SEALSQ Corp
February 24, 2023
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 53
2.We note your presentation of the capitalization tables on pages 60 and 61 which set
forth SEALSQ's consolidated capitalization as of June 30, 2022, and after the
recapitalization under common control. In this regard, please tell us the purpose of the
capitalization tables in Note 4 and how the presentation differs from the amounts
presented in the shareholders' equity section on your unaudited pro forma condensed
combined consolidated balance sheet as of June 30, 2022 on page 55. Please consider
removing as the presentation is confusing and duplicative.
Introduction, page 54
3.We note the revised disclosure in response to prior comment 12. Please further revise to
remove the references to “directly attributable” and “factually supportable” as they are no
longer included in Article 11.
Note 4. Transaction Accounting Adjustments and Autonomous Entity Adjustments
Adjustment (a), page 59
4.The disclosures on page 60 do not appear to agree with the information presented in
SEALSQ Corp’s historical balance sheet as of June 30, 2022 on page 55. Please revise to
resolve these inconsistencies or provide a reconciliation in the disclosure.
Adjustment (e), page 61
5.We note from your disclosure on page 133 that Class F Shareholders have dividend right
and will be paid five times greater than the amount paid to Ordinary Shareholders. Please
explain why you did not reflect the Class F Shares in your pro forma earnings per share
calculation. In this regard, please tell us your consideration for applying the two-class
method in your calculation. Refer to ASC 260-10-45.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 64
6.We note the revised disclosure in the Material Contracts section in response to prior
comment 19. Please also revise to include this information in the Liquidity and Capital
Resources section of the Management’s Discussion and Analysis of Financial Condition
and Results of Operations.

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 February 24, 2023 Page 3
 FirstName LastName
Carlos Moreira
SEALSQ Corp
February 24, 2023
Page 3
Business Overview, page 86
7.We note your response to prior comment 20. Please revise the description of your business
throughout the registration statement to clarify, if true, that the NFTs and blockchain
technology used by your customers has not been developed by you and that you only
provide your customers the ability to create and maintain a secure link between an object
and its NFT. For example, you state that “our semiconductors, when placed on any object,
securely issue NFTs,” “SEALSQ uses a unique method to secure semiconductors
designed by the Company through cutting-edge authentication processes combined with
identity blockchain and post-quantum technology” and make multiple references to the
Casper blockchain. Please also provide a detailed explanation of how your products
function, the process by which a customer that purchases SEALSQ semiconductors issues
a NFT and creates and maintains a secure link between an object and its NFT. Provide
illustrative examples as appropriate. Furthermore, revise your disclosure to describe the
blockchain technology supported by your products and the risks and challenges related to
your customers' reliance on blockchain technology that you did not develop.
Index to Consolidated Financial Statements, page F-1
8.We note your response to prior comment 25 regarding the application of the business
combination related shell company definition to SEALSQ Corp. Your response indicates
SEALSQ Corp was formed solely for the purpose of completing a business combination
transaction among one or more entities other than the shell company and that one of the
entities is Wisekey Semiconductors SAS. Please clarify the entities that are combining in
the business combination transaction, as it appears Wisekey Semiconductors KK and
Wisekey Semiconductors are already subsidiaries of Wisekey Semiconductors SAS. If
SEALSQ Corp is not a business combination related shell company, then file audited
financial statements of SEALSQ Corp.

 FirstName LastNameCarlos Moreira
 Comapany NameSEALSQ Corp
 February 24, 2023 Page 4
 FirstName LastName
Carlos Moreira
SEALSQ Corp
February 24, 2023
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

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.

    2

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.

    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.

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.

    4

 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.

    5

 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.

    6

 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

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