WISeKey plans to redomicile from Switzerland to British Virgin Islands

WISeKey International Holding Ltd (NASDAQ: WKEY) announced plans to move its place of incorporation from Switzerland to the British Virgin Islands through a cross-border merger with a wholly owned BVI subsidiary.

The cybersecurity and IoT company said the redomiciliation would be implemented through a merger with WISeKey Corp, its BVI subsidiary. The proposal requires regulatory and shareholder approvals, which WISeKey expects to seek in the first quarter of 2026.

Following completion, WISeKey BVI expects to maintain a primary listing on NASDAQ and a secondary listing on SIX Swiss Exchange, continuing the current SIX listing arrangement. The company will maintain its effective management and tax residence in Geneva, Switzerland.

Each outstanding share of WISeKey International Holding Ltd will be exchanged for corresponding shares of WISeKey BVI according to an exchange ratio in the merger agreement. The current American Depositary Share program will terminate, with ADS holders receiving WISeKey BVI ordinary shares.

"The change of our jurisdiction of incorporation from Switzerland to the British Virgin Islands strengthens WISeKey's foundation for future expansion," said Carlos Moreira, Chairman and CEO. "The BVI's modern corporate framework, widely used by international technology companies listed on Nasdaq, provides an efficient and flexible platform to support our next phase of strategic growth."

WISeKey stated the BVI jurisdiction would enhance comparability with industry peers and provide greater strategic flexibility for accessing equity capital markets and supporting future acquisitions. The company said detailed exchange procedures will be communicated before the extraordinary general meeting where shareholder approval will be sought.

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