Filed Pursuant to Rule
424(b)(3)
Registration No. 333-278685
PROSPECTUS SUPPLEMENT NO. 6
(TO PROSPECTUS DATED SEPTEMBER 24, 2024)
This prospectus
supplement updates and supplements the prospectus dated September 24,
2024 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-278685). This prospectus supplement
is being filed to update and supplement the information in the Prospectus with information contained in our Current Report on Form 6-K
filed with the Securities and Exchange Commission on December 30, 2024
(the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
This Prospectus
and prospectus supplement relate to the resale, from time to time, by the selling shareholders named in the Prospectus (the “Selling
Shareholders”) of an aggregate of up to 40,000,000 of our Ordinary Shares, US$0.01 par value per Ordinary Share (the “Ordinary
Shares”), reserved for issuance (i) upon the conversion of currently outstanding 2.5% discount convertible promissory notes (the
“Notes”) held by the Selling Shareholders (the “Conversion Shares”), (ii) upon exercise of currently outstanding
warrants (the “Third Tranche Warrants”) held by the Selling Shareholders (the “Third Tranche Warrant Shares”),
and (iii) the outstanding warrants that were issued on January 9, 2024 (the “Second Tranche Warrants”, and together with the
Third Tranche Warrants, the “Warrants”) and held by the Selling Shareholders (the “Second Tranche Warrant Shares”,
and together with the Third Tranche Warrant Shares, the “Warrant Shares”). The Notes and Third Tranche Warrants were issued
to the Selling Shareholders on March 1, 2024 (the “Closing Date”). All of the Notes have been previously converted by the Selling Shareholders.
We registered the resale of up to an aggregate
of 40,000,000 Conversion Shares and Warrant Shares as required by the Registration Rights Agreement, dated as of July 11, 2023, as amended
(the “Registration Rights Agreement”), by and among us and the Selling Shareholders.
To the extent that Conversion Shares and/or Warrant
Shares are issued by the Company under the terms of the Notes and Warrants, substantial amounts of Ordinary Shares could be issued and
resold, which would cause dilution and may impact the Company’s share price. See “Risk Factors” and “Convertible
Note Financing” for additional information.
We are not selling any securities under this prospectus
and will not receive any of the proceeds from the sale of our Conversion Shares or Warrant Shares by the Selling Shareholders. However,
we may receive proceeds from the exercise of the (i) Second Tranche Warrants, which, if exercised in full for an aggregate of 3,033,159
Ordinary Shares and for cash at the current $1.65 exercise price per Ordinary Share (as repriced on December 30, 2024), would result in gross proceeds to us of approximately
$5,004,712 and (ii)Third Tranche Warrants, which, if exercised in full for an aggregate of 2,821,498 Ordinary Shares and for cash at the
current $1.65 exercise price per Ordinary Share (as repriced on December 30, 2024), would result in gross proceeds to us of approximately $4,655,471. There is no assurance
that the Selling Shareholders will elect to exercise all of the outstanding Warrants for cash and, accordingly, no assurance that we will receive
the full proceeds from the exercise of the Warrants.
We will pay the expenses of registering the Conversion
Shares and Warrant Shares offered by this prospectus, but all selling and other expenses incurred by the Selling Shareholders will be
paid by the Selling Shareholders. The Selling Shareholders may sell the Conversion Shares and the Warrant Shares offered by this prospectus
from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described
in this prospectus under “Plan of Distribution.” The prices at which the Selling Shareholders may sell the Conversion Shares
or the Warrant Shares will be determined by the prevailing market price for our Ordinary Shares or in negotiated transactions.
Our Ordinary
Shares are listed on the Nasdaq Capital Market under the ticker symbol “LAES.” The last reported sale price of our Ordinary
Shares on the Nasdaq Capital Market on December 30, 2024 was $8.57 per share.
This prospectus supplement should be read in conjunction
with, and delivered with, the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in
this prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without,
and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.
Investing in our Ordinary Shares involves risks.
See “Risk Factors” beginning on page 18 of the Prospectus for a discussion of information that should be considered in connection
with an investment in our Ordinary Shares.
Neither the U.S. Securities and Exchange Commission
(“SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy
of this Prospectus Supplement No. 6. Any representation to the contrary is a criminal offense.
The date of this Prospectus
Supplement is December 31, 2024.
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 December 2024
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
Warrant Inducement Agreement
On December 30, 2024, SEALSQ
Corp (the “Company”) entered into a letter agreement (the “Warrant Inducement Agreement”) with the holders (the
“Investors”) of all of its outstanding warrants in order to provide the Investors with an opportunity to exercise such warrants
to purchase ordinary shares, par value $0.01 per share of the Company (the “Ordinary Shares”), at a reduced exercise price
and to receive additional Ordinary Shares upon exercise of such warrants, in each case prior to the Exercise Date (as defined below).
Under the Warrant Inducement
Agreement, the Company agreed to reduce the exercise price per Ordinary Share issuable upon exercise of a Warrant (“Warrant Share(s)”)
for (i) the July 2023 warrants (the “First Tranche Warrants”) to purchase Warrant Shares, (ii) the January 2024 warrants (the
“Second Tranche Warrants”) to purchase Warrant Shares and (iii) the January 2024 warrants (the “Third Tranche Warrants”
and collectively with the First Tranche Warrants and the Second Tranche Warrants, the “Warrants”) to purchase Warrant Shares,
in each case from $2.00 to $1.65 per Warrant Share payable in cash provided that the Investors exercise the Warrants on or prior to 5:00
p.m. (New York Time) January 3, 2025 (the “Exercise Date”). In addition, in the event that the Warrants are exercised by the
Exercise Date, the number of Warrant Shares issuable upon the exercise of the Warrants shall be increased such that the aggregate exercise
price payable upon the exercise of such Warrants after taking into account the decrease in exercise price of such Warrants shall be equal
to the aggregate exercise price of such Warrants prior to such adjustment. As a result, if the First Tranche Warrants are exercised by the Exercise Date, the number of Warrant Shares issuable will be 4,469,382;
if the Second Tranche Warrants are exercised by the Exercise Date, the number of Warrant Shares issuable will be 3,033,159; if the Third
Tranche Warrants are exercised by the Exercise Date, the number of Warrant Shares issuable will be 2,821,498.
With respect to the purchase
of the Warrant Shares underlying the First Tranche Warrants, if no effective registration statement and current prospectus is available
on or prior to 9:00 a.m. (New York Time) on January 3, 2025, the exercise price of the Warrant Shares underlying the First Tranche Warrants
shall be further reduced to $1.30 per Warrant Share and the number of Warrant Shares issuable upon the exercise of the First Tranche Warrants
shall be further increased such that the aggregate exercise price payable upon the exercise of such First Tranche Warrants after taking
into account the additional decrease in exercise price of such First Tranche Warrants shall be equal to the aggregate exercise price of
such First Tranche Warrants prior to such adjustment.
Under
the Warrant Inducement Agreement, the Company and the Investors agreed to waive the obligations of the Company and the Investors as set
forth in (i) Section 4.19 of the Securities Purchase Agreement, dated as of December 12, 2024, by and among the Company and the Investors,
to close an additional convertible note tranche in an aggregate principal amount of $10.0 million pursuant to that certain securities
purchase agreement, dated July 11, 2023, as amended, by January 16, 2025, and (ii) Section 4.15 in each of the Securities Purchase Agreements,
dated as of December 12, 2024, December 16, 2024 and December 17, 2024, by and among the Company and the Investors.
The offering of Ordinary Shares
to be issued to the Investors upon exercise of the First Tranche Warrants was made pursuant to the Company’s existing shelf registration
statement on Form F-3 (File No. 333-283358), which was declared effective on November 27, 2024 by the U.S. Securities and Exchange Commission
(the “Registration Statement”). A prospectus supplement to the Registration Statement is expected to be filed with the Commission
on or around January 3, 2025.
The Ordinary Shares issuable
upon exercise of the Second Tranche Warrants and the Third Tranche Warrants were registered for resale under the Company’s registration
statement on Form F-1/A (File No. 333-278685) filed on September 12, 2024 and declared effective on September 24, 2024.
The foregoing description
of the Warrant Inducement Agreement is qualified in its entirety by reference to the full text of the Warrant Inducement Agreement, which
is attached to this Report of Foreign Private Issuer on Form 6-K as Exhibit 10.1 and incorporated herein by reference.
The foregoing information
contained in this Report on Form 6-K (this “Report”) and Exhibit 10.1 filed herewith is hereby incorporated by reference in
the Company’s Registration Statement on Form F-3 (File No. 333- 283358) and is deemed to be a part thereof from the date on which
this Report is filed, to the extent not superseded by documents or reports subsequently filed with or furnished to the SEC.
This
Report shall not constitute an offer to sell or a solicitation of an offer to buy any Ordinary Shares, nor shall there be any sale of
Ordinary Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
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: December 30, 2024 |
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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