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6-K 1 ea0305207-6k_sealsq.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 6-K

 

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under the

Securities Exchange Act of 1934

 

For the month of September 2026

 

Commission File Number: 001-41709

 

 

 

SEALSQ CORP

(Exact Name of Registrant as Specified in Charter)

 

 

 

N/A

(Translation of Registrant’s name into English)

 

 

 

British Virgin Islands   Avenue Louis-Casaï 58
1216 Cointrin, Switzerland
  Not Applicable
(State or other jurisdiction of incorporation
or organization)
  (Address of principal executive office)   (I.R.S. Employer
Identification No.)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F          ☐ Form 40-F

 

 

 

 

The information contained in Exhibit 99.2 to this Report on Form 6-K, except for Sections 1.1, 1.2, 2.2.11, 2.2.12, 2.3, and 3.5 is hereby incorporated by reference into the registration statement on Form F-3 of the Company (File No. 333-290963), as amended, and the registration statement on Form S-8 of the Company (File No. 333-287139), and into the base prospectus and any prospectus supplement outstanding under each of the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

Exhibit No.   Description
99.1   Press release issued on September 11, 2026.
99.2   Half Year Report of SEALSQ Corp including Management’s Discussion and Analysis of Financial Condition and Results of Operations, issued on September 11, 2026.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: September 11, 2026 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

 

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EX-99.1 2 ea030520701ex99-1.htm PRESS RELEASE ISSUED ON SEPTEMBER 11, 2026.

Exhibit 99.1

 

 

SEALSQ Reports H1 2026 Financial and Operational Results

Revenue Increases 131% to $11.2 Million; FY2026 Guidance Reaffirmed

 

Cash and Cash Equivalents of $486.1 Million at June 30, 2026, Support Continued R&D, Product Certification and Acquisition Integration

 

Conference Call to be Held on September 15 at 9:00am ET

 

Geneva, Switzerland - September 11, 2026 - SEALSQ Corp (NASDAQ: LAES) (“SEALSQ” or the “Company”), a company focused on developing and commercializing post-quantum semiconductor, PKI and trusted provisioning solutions, today announced its financial and operational results for the six-month period ended June 30, 2026.

 

H1 2026 Financial Highlights

 

Revenue increased 131% to $11.2 million, compared to revenue of $4.8 million in H1 2025.

 

Gross profit increased 233% to $5.4 million, compared to gross profit of $1.6 million in H1 2025; gross margin expanded to approximately 48%.

 

Operating loss was $32.2 million, compared to operating loss of $21.2 million in H1 2025.

 

Net loss was $27.8 million, compared to net loss of $20.0 million in H1 2025.

 

EBITDA loss was $29.5 million, compared to EBITDA loss of $20.9 million in H1 2025.

 

Cash, cash equivalents and restricted cash totaled $486.1 million at June 30, 2026; the broader liquidity measure including short-term investments was approximately $495 million.

 

FY2026 revenue guidance of $27 million to $36 million was reaffirmed.

 

The active business pipeline as of September 9, 2026, exceeded $225 million through 2029, including more than $100 million associated with the Company’s Post-Quantum projects, including the QS7001 and QVault TPM. These figures reflect management estimates and are subject to risks such as conversion risks, customer validation, and technical integration.

 

Revenue Growth and Business Drivers

 

H1 2026 revenue growth was driven primarily by renewed demand for SEALSQ’s Vault-IC secure-element product family, continued growth in PKI subscriptions and digital identity services, initial revenue from the Quantix Edge Security semiconductor design center in Murcia, Spain, and six months of consolidated revenue from IC’Alps SAS (“IC’Alps”).

 

 

 

 

IC’Alps, acquired in August 2025, contributed approximately $2.5 million of revenue during H1 2026 and expanded SEALSQ’s capabilities in custom ASIC design, secure semiconductor architecture and specialized engineering services.

 

North America generated $5.6 million, representing 50% of H1 2026 revenue. Europe, the Middle East and Africa generated $3.7 million, or 33%, while Asia Pacific generated $1.9 million, or 17%. The addition of ASIC design revenue and an improved product mix contributed to the increase in gross profit and the expansion of gross margin.

 

Investment in Growth and Explanation of Net Loss

 

SEALSQ recorded an operating loss of $32.2 million compared to operating loss of $21.2 million in H1 2025, and a net loss of $27.8 million during H1 2026 compared to net loss of $20.0 million in H1 2025. The increase primarily reflects planned investments supporting the post-quantum product roadmap, integration of acquired companies and expansion of the SEALQUANTUM Sovereign Vertical Stack.

 

R&D expenses increased to $8.7 million from $4.7 million, reflecting IC’Alps consolidation, product development, certification activities and acquisition-related amortization.

 

G&A expenses increased to $23.1 million from $13.8 million, reflecting acquired-business consolidation, expanded corporate infrastructure, intangible-asset amortization, and legal, audit, advisory and transaction costs.

 

Selling and marketing expenses increased to $7.2 million from $6.0 million as commercialization activity expanded.

 

These increases were partially offset by $3.8 million of additional gross profit and improved net non-operating income, including higher interest income on liquidity reserves.

 

Carlos Moreira, Founder, Chairman and CEO of SEALSQ noted, “The first half of 2026 was marked by a decisive transition for SEALSQ. Revenue increased by 131%, gross profit more than tripled, our gross margin expanded significantly as we integrated IC’Alps and benefited from stronger demand for our secure-element and PKI solutions. Our $27.8 million net loss reflects substantial investments in R&D, certification, acquisition integration, corporate infrastructure and our Root-to-Qubit strategy. Our priority for the remainder of the year is turning that investment into disciplined execution, production commitments and recurring revenue. With $486.1 million in cash, cash equivalents and restricted cash at June 30, 2026, we have the balance sheet to fund that transition on our own terms.”

 

John O’Hara, CFO of SEALSQ added, “H1 2026 results confirm strong top-line momentum, with revenue increasing from $4.8 million to $11.2 million and gross profit increasing from $1.6 million to $5.4 million. Higher interest and other non-operating income partially offset increased operating costs, resulting in a net loss of $27.8 million. Our liquidity position remains strong, and we intend to manage this capital carefully while prioritizing projects that support commercialization, strategic control and long-term value creation.”

 

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Condensed Unaudited Financial Results

 

US GAAP - $ thousands   H1 2026     H1 2025     Change  
Net sales     11,151       4,825       +131 %
Gross profit     5,408     1,626     +233 %
Other operating income     1,432       1,662       -14 %
Research and development expenses     (8,718 )     (4,724 )     +85 %
Selling and marketing expenses     (7,181 )     (6,025 )     +19 %
General and administrative expenses     (23,103 )     (13,776 )     +68 %
Operating loss     (32,162 )     (21,237 )     +51 %
Loss before income tax     (27,694 )     (20,028 )     +38 %
Income tax income / (expense)     302       (2 )     -  
Equity in losses of unconsolidated entities     (397 )     -       -  
Net loss     (27,789 )     (20,030 )     +39 %

 

EBITDA is defined as Operating income/(loss) for the reporting period before depreciation and amortization for the same reporting period.

 

Non-GAAP EBITDA Reconciliation

 

$ millions   H1 2026     H1 2025  
Operating loss as reported     (32.2 )     (21.2 )
Depreciation expense     0.4       0.3  
Amortization expense     2.3       -  
EBITDA     (29.5 )     (20.9 )

 

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EBITDA is a non-GAAP financial measure provided for supplemental analysis. It should not be considered a substitute for operating loss, net loss or any other measure prepared in accordance with US GAAP.

 

Post-Quantum Product and Certification Progress

 

SEALSQ continued to advance commercialization of its post-quantum semiconductor portfolio during the first half of 2026.

 

QS7001 achieved NIST SP 800-90B Entropy Source Validation under ESV Certificate #E333.

 

QS7001 completed key Common Criteria fault-injection and side-channel resistance testing.

 

30 prospective customers and partners were evaluating the QVault TPM and QS7001 products at June 30, 2026.

 

Customer sampling of the QVault Trusted Platform Module advanced, and engineering samples of QVault TPM-185 were reported as available.

 

Initial commercial revenue from QS7001 and QVault TPM is expected toward the end of H2 2026, with a more significant contribution anticipated as customers complete technical integration and move into production in 2027 and beyond. Timing remains subject to laboratory review, certification, customer qualification and procurement.

 

Major Strategic Developments During the First Half of 2026

 

Completed the 100% acquisition of Miraex SA, adding quantum-photonics interconnect technology.

 

Increased ownership of Wecan Group to 55.5%, obtaining control and supporting AI-powered post-quantum compliance and digital identity solutions.

 

Participated as a lead investor in Quobly’s EUR115 million Series A financing.

 

Increased the Company’s commitment to EeroQ and its electrons-on-helium quantum computing technology.

 

Advanced the Quantix Edge Security project in Murcia, Spain, a EUR40 million sovereign semiconductor design and personalization initiative that generated initial H1 2026 revenue.

 

Progressed the SEALKAYNESQ initiative in India to support localized post-quantum semiconductor capabilities.

 

Expanded commercial and technology relationships with Lattice Semiconductor, GlobalFoundries and Parrot.

 

Began the commercial phase of Miraex’s quantum-photonics technology and continued integrating acquired technologies into the Root-to-Qubit architecture.

 

Increased the SEALQuantum Sovereign Vertical Stack allocation to $200 million. This strategic initiative allocates SEALSQ’s own capital to accelerate our post-quantum and quantum capabilities through targeted acquisitions and strategic partnerships aligned with SEALSQ’s semiconductor and quantum technology roadmap. More than $60 million has been committed to date across IC’Alps, Miraex, Quobly, Quantix Edge Security, ColibriTD, EeroQ, WISeSat and the Wecan Group, each of which directly supports SEALSQ’s product development, manufacturing, or go-to-market capabilities. 

 

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Commercial Pipeline

 

At September 9, 2026, SEALSQ’s active business pipeline represented more than $225 million in potential revenue opportunities through 2029, including more than $100 million associated with our Post-Quantum projects, including the QS7001 and QVault TPM. These figures reflect management estimates and are subject to risks such as conversion risks, customer validation, and technical integration.

 

FY2026 Outlook

 

SEALSQ’s outlook statements are based on current expectations. The following statements are forward-looking and actual results could differ materially depending on market conditions and the factors set forth under “Forward Looking Statements” below.

 

SEALSQ reaffirmed FY2026 revenue guidance of $27 million to $36 million, representing expected growth of 50% to 100% compared with audited FY2025 revenue of $18.3 million. The anticipated full year growth is driven by the following factors:

 

Full-year consolidation of IC’Alps revenue.

 

Continued demand for Vault-IC secure elements.

 

Growth in recurring PKI and certificate-management revenue.

 

Initial commercialization of QS7001 and QVault TPM.

 

Revenue contributions from the Quantix Edge Security project.

 

Potential execution of custom post-quantum ASIC design programs.

 

Conference Call

 

SEALSQ will host a conference call to discuss these results on Tuesday, September 15, at 9:00 am ET (3:00 pm CET). If you wish to join the conference call, please use the dial-in information below:

 

Toll-Free Dial-In Number: 877-445-9755

 

International Dial-In Number: 201-493-6744

 

A simultaneous webcast of the call may be accessed online via the Investors section of SEALSQ’s website, https://www.sealsq.com/investors/events or click here.

 

The archived call will also be available on the Investors section of SEALSQ’s website, https://www.sealsq.com/investors/events.

 

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ADDITIONAL UNAUDITED US GAAP FINANCIAL & OPERATIONAL DATA

 

Condensed Consolidated Statements of Comprehensive Income / (Loss) [as reported]

 

 

    Unaudited
6 months ended June 30,
 
USD’000, except earnings per share   2026     2025  
             
Net sales     11,151       4,825  
Cost of sales     (5,486 )     (2,956 )
Depreciation of production assets     (257 )     (243 )
Gross profit     5,408       1,626  
                 
Other operating income     1,432       1,662  
Research & development expenses     (8,718 )     (4,724 )
Selling & marketing expenses     (7,181 )     (6,025 )
General & administrative expenses     (23,103 )     (13,776 )
Total operating expenses     (37,570 )     (22,863 )
Operating loss     (32,162 )     (21,237 )
                 
Non-operating income     9,735       2,814  
Interest and amortization of debt discount     (1 )     (88 )
Non-operating expenses     (5,266 )     (1,517 )
Loss before income tax expense     (27,694 )     (20,028 )
                 
Income tax income / (expense)     302       (2 )
Equity in earnings of unconsolidated affiliates     (397 )     -  
Net loss     (27,789 )     (20,030 )
                 
Net loss attributable to noncontrolling interests     (77 )     -  
Net loss attributable to SEALSQ Corp     (27,712 )     (20,030 )
                 
Earnings per Ordinary Share (USD)                
Earnings per Ordinary Share                
Basic     (0.13 )     (0.17 )
Diluted     (0.13 )     (0.17 )
                 
Earnings per Ordinary Share attributable to SEALSQ Corp                
Basic     (0.13 )     (0.17 )
Diluted     (0.13 )     (0.17 )
                 
Earnings per F Share (USD)                
Earnings per F Share                
Basic     (0.64 )     (0.86 )
Diluted     (0.64 )     (0.86 )
                 
Earnings per F Share attributable to SEALSQ Corp                
Basic     (0.64 )     (0.86 )
Diluted     (0.64 )     (0.86 )
                 
Other comprehensive income / (loss), net of tax:                
Foreign currency translation adjustments     (614 )     10  
Unrealized gains on debt securities                
Unrealized holding gains / (losses) arising during the period     (1 )     23  
Defined benefit pension plans:                
Net gain arising during the period     138       75  
Other comprehensive income / (loss)     (477 )     108  
Comprehensive loss     (28,266 )     (19,922 )
                 
Other comprehensive loss attributable to noncontrolling interests     (93 )     -  
Other comprehensive income / (loss) attributable to SEALSQ Corp     (384 )     108  
                 
Comprehensive loss attributable to noncontrolling interests     (170 )     -  
Comprehensive loss attributable to SEALSQ Corp     (28,096 )     (19,922 )

 

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Condensed Consolidated Balance Sheets [as reported]

 

USD’000, except par value   As of
June 30,
2026 (unaudited)
    As of
December 31,
2025
 
ASSETS            
Current assets            
Cash and cash equivalents     479,797       417,657  
Restricted cash, current     6,311       -  
Accounts receivable, net of allowance for doubtful accounts     21,706       12,944  
Inventories     2,101       2,012  
Prepaid expenses     1,440       880  
Investment, current     2,449       10,032  
Government assistance     6,613       4,579  
Other current assets     1,392       1,534  
Total current assets     521,809       449,638  
                 
Noncurrent assets                
Loans receivable, noncurrent     -       31  
Deferred tax credits     4,479       2,295  
Property, plant and equipment, net of accumulated depreciation     5,014       3,770  
Intangible and crypto assets, net of accumulated amortization     30,405       20,953  
Operating lease right-of-use assets     5,874       6,113  
Finance lease right-of-use assets     87       126  
Goodwill     11,695       5,656  
Available-for-sale debt securities, noncurrent     128       129  
Investments in unconsolidated affiliates     836       4,259  
Investments in unconsolidated related party affiliates     9,617       9,958  
Other investments     24,454       1,000  
Other noncurrent assets     243       251  
Total noncurrent assets     92,832       54,541  
TOTAL ASSETS     614,641       504,179  
                 
LIABILITIES                
Current Liabilities                
Accounts payable     23,850       16,818  
Notes payable     555       689  
Deferred revenue, current     1,010       25  
Current portion of obligations under operating lease liabilities     583       668  
Current portion of obligations under finance lease liabilities     35       57  
Income tax payable     -       3  
Other current liabilities     10,126       9,988  
Total current liabilities     36,159       28,248  
                 
Noncurrent liabilities                
Bonds, mortgages and other long-term debt     696       989  
Deferred Revenue     1,064       -  
Operating lease liabilities, noncurrent     5,216       5,523  
Finance lease liabilities, noncurrent     55       72  
Deferred tax liability     5,805       4,367  
Employee benefit plan obligation     2,630       2,162  
Other noncurrent liabilities     877       1,310  
Total noncurrent liabilities     16,343       14,423  
TOTAL LIABILITIES     52,502       42,671  
                 
Commitments and contingent liabilities                
                 
SHAREHOLDERS’ EQUITY                
Common stock - Ordinary shares     2,234       1,915  
Par value - USD 0.01                
Authorized - 500,000,000 and 500,000,000                
Issued and outstanding - 223,430,764 and 191,525,129                
Common stock - F shares     75       75  
Par value - USD 0.05                
Authorized - 10,000,000 and 10,000,000                
Issued and outstanding - 1,499,800 and 1,499,800                
Share subscription in progress                
Additional paid-in capital     655,724       534,773  
Accumulated other comprehensive income / (loss)     468       852  
Accumulated deficit     (103,819 )     (76,107 )
Total shareholders’ equity attributable to SEALSQ Corp’s shareholders     554,682       461,508  
Noncontrolling interest in consolidated subsidiaries     7,457       -  
Total shareholders’ equity     562,139       461,508  
TOTAL LIABILITIES AND EQUITY     614,641       504,179  

 

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About SEALSQ:

 

SEALSQ is a leading innovator in Post-Quantum Technology hardware and software solutions. Our technology seamlessly integrates Semiconductors, PKI (Public Key Infrastructure), and Provisioning Services, with a strategic emphasis on developing state-of-the-art Quantum Resistant Cryptography and Semiconductors designed to address the urgent security challenges posed by quantum computing. As quantum computers advance, traditional cryptographic methods like RSA and Elliptic Curve Cryptography (ECC) are increasingly vulnerable.

 

SEALSQ is pioneering the development of Post-Quantum Semiconductors that provide robust, future-proof protection for sensitive data across a wide range of applications, including Multi-Factor Authentication tokens, Smart Energy, Medical and Healthcare Systems, Defense, IT Network Infrastructure, Automotive, and Industrial Automation and Control Systems. By embedding Post-Quantum Cryptography into our semiconductor solutions, SEALSQ ensures that organizations stay protected against quantum threats. Our products are engineered to safeguard critical systems, enhancing resilience and security across diverse industries.

 

For more information on our Post-Quantum Semiconductors and security solutions, please visit www.sealsq.com.

 

Forward-Looking Statements

 

This communication expressly or implicitly contains certain forward-looking statements concerning SEALSQ Corp and its businesses. These statements may be identified by words such as “may”, “could”, “expects”, “hopes”, “intends”, “anticipates”, “plans”, “believes”, “scheduled”, “estimates”, “demonstrates” or words of similar meaning. Forward-looking statements include statements regarding our business strategy, financial performance, results of operations, market data, events or developments that we expect or anticipate will occur in the future, including statements regarding revenue guidance, business pipeline opportunities, expected commercialization timing for the QS7001 and QVault TPM products, anticipated customer integration and production timelines, the SEALQUANTUM Sovereign Vertical Stack capital allocation targets, the expected benefits of acquisitions and strategic investments, growth drivers for FY2026, and the ability to realize returns from SEALSQ’s investments, as well as any other statements which are not historical facts. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include SEALSQ’s ability to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor industry conditions; the adoption of post-quantum semiconductors and the development of quantum computers; the timing and success of product certifications, including laboratory review and NIST certification processes; customer qualification and procurement timelines; pipeline conversion risks and customer validation; the ability to successfully integrate acquired businesses, including IC’Alps, Miraex and Wecan Group; and the risks discussed in SEALSQ’s filings with the SEC. Risks and uncertainties are further described in reports filed by SEALSQ with the SEC.

 

SEALSQ Corp is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.

 

Contacts

 

SEALSQ Corp
Carlos Moreira
Founder, Chairman and CEO
+41 22 594 3000
info@sealsq.com
SEALSQ Investor Relations (U.S.)
The Equity Group Inc.
Lena Cati
+1 212 836 9611
Lena.cati@theequitygroup.com

 

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