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 June 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

 

  

 

On May 26, 2026, SEALSQ Corp (“SEALSQ” or the “Company”) entered into a Series A Investment Agreement (the “Investment Agreement”) to acquire a minority interest in Quobly SAS (“Quobly”), a French société par actions simplifiée engaged in research and development in quantum computing based on spin qubits using semiconductor technologies, along with certain other investors, founders, and existing shareholders of Quobly.

 

Under the Investment Agreement, SEALSQ subscribed for Series A preferred shares of Quobly with attached broad-based anti-dilution ratchet warrants for an aggregate investment amount of EUR 14,999,400, subject to the satisfaction of several conditions precedent. The ratchet warrants allow SEALSQ to obtain an adjustment of the subscription price of its Series A preferred shares to the average subscription price of the shares issued by Quobly (i) pursuant to the Investment Agreement and (ii) in the four (4) years following the date of issuance of the Series A preferred shares and for a price per share below the Series A price per share.

 

Closing of the transaction occurred on June 2, 2026.

 

In connection with the transaction, SEALSQ and two other investors were each granted a right to appoint one member of Quobly’s supervisory board. SEALSQ has appointed its CEO, Carlos Moreira, to fill its seat. Any two investor board members may veto certain significant decisions affecting Quobly, including, but not limited to, amendments to its bylaws or corporate purpose, mergers, demergers, material reorganizations, and any issuance of new securities.

 

This report contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Statements that are not statements of historical fact, including statements regarding the Company’s plans, objectives, expectations, intentions, and beliefs, may be identified by words such as “intend,” “accelerate,” “aim,” “designed to,” “plan,” “will,” and similar expressions. Forward-looking statements include, without limitation, statements regarding the Company’s investment in Quobly, the expected terms and timing of the transactions described herein, the anticipated strategic benefits of the investment, and the potential risks and uncertainties associated therewith. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

The information contained in this Report on Form 6-K 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.

 

 

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: June 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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