LAES SEALSQ Corporation

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, DC 20549

 

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FORM 6-K

 

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Report of Foreign Private Issuer

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

Securities Exchange Act of 1934

 

Date of report: December 20, 2023

 

Commission File Number: 001-41709

    

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SEALSQ CORP

(Exact Name of Registrant as Specified in Charter)

   

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N/A

(Translation of Registrant’s name into English)

 

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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.)

 

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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

  

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Exhibit No.	Description of Exhibits
1.1	Written resolutions of the shareholders of SEALSQ Corp dated as of December 8, 2023.
1.2	Amendment to the Memorandum and Articles of Association of SEALSQ Corp. adopted by written resolution on December 8, 2023.

 

 

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 20, 2023	SEALSQ CORP
	By:	/s/ Carlos Moreira
		Name:   Carlos Moreira
		Title:     Chief Executive Officer
	By:	/s/ Peter Ward
		Name:   Peter Ward
		Title:     Chief Financial Officer

 

 

 

 

WHEREAS, the Company would like to amend its memorandum and articles of association (M&A) to allow for its first Annual General Meeting to be aligned with Nasdaq General Market requirements and the production of its annual accounts.

 

WHEREAS, the Company proposes that the text of Regulation 6.2 of the M&A be hereby amended and restated to read in its entirety as follows (the Amendment):

 

“The Directors shall call at least one meeting per year and shall designate such meeting as the Annual General Meeting. The first Annual General Meeting shall be called within 12 months of the listing of the Company, on the Nasdaq Global Market, and there after shall be called once a calendar year. All other meetings shall be regarded as General Meetings.” 

 

IT IS RESOLVED that the undersigned, representing a majority of the votes of the shares of the Company entitled to vote on such resolution, adopt the following written resolutions:

 

1. in accordance with section 12 of the BVI Business Companies Act 2004 (Act) and Clause 9 of the M&A, the First Amendment be adopted; and

 

2. in accordance with section 13 of the Act, the registered agent of the Company be and is hereby authorised and directed to file a Form R201 electronically via the BVI VIRRGIN system together with a certified extract of these resolutions with the BVI Registrar of Corporate Affairs, together with any other notices as required pursuant to the laws of the British Virgin Islands.

 

3. in accordance with Regulation 6.23 of the Company’s M&A a copy of this resolution be provided forthwith to all shareholders.

 

Executed as of the date first written above

 

/s/ Joao Carlos Creus Moreira		/s/ Peter ward
Joao Carlos Creus Moreira Acting for and on behalf of WISeKey International Holding Ltd		Peter Ward Acting for and on behalf of WISeKey International Holding Ltd

 

 

 

AMENDMENT TO THE

MEMORANDUM AND ARTICLES OF ASSOCIATION OF

SEALSQ CORP.

ADOPTED BY WRITTEN RESOLUTION ON 8 DECEMBER 2023

 

SEALSQ Corp., a BVI business company limited by shares with registration number 2095496 and listed on the Nasdaq General Market with ticker LAES (the Company), does hereby certify as follows:

 

1.	The Company’s current memorandum and articles of association were adopted on 15 March 2023 (the M&A).

 

2.	This amendment amends the M&A (the Amendment).

 

3.	This Amendment was duly adopted by written resolution of the shareholders of the Company, in the form attached, (the Resolution), being a resolution consented to in writing by a majority of the votes of the shares of the Company entitled to vote on such resolution.

 

4.	The text of Regulation 6.2 of the M&A is hereby amended and restated to read in its entirety as follows:

 

“The Directors shall call at least one meeting per year and shall designate such meeting as the Annual General Meeting. The first Annual General Meeting shall be called within 12 months of the listing of the Company, on the Nasdaq Global Market, and there after once a calendar year. All other meetings shall be regarded as General Meetings.” 

 

IN WITNESS WHEREOF, the Company has caused this First Amendment to the M&A to be duly executed in its name and on its behalf by two authorised officers.

 

	SEALSQ Corp.
	By:	/s/ Joao Carlos Creus Moreira
	Name:	Joao Carlos Creus Moreira
	Title:	CEO

 

 

	SEALSQ Corp.
	By:	/s/ Peter Ward
	Name:	Peter Ward
	Title:	Chair

 

 

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