Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
28 February 2025 - 8:15AM
Edgar (US Regulatory)
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 February 2025
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 |
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(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
SEALSQ Enters Into Exclusive Negotiations to Acquire
100% of IC'ALPS
SEALSQ Corp (“SEALSQ”) announced
on February 27, 2025 that it has entered into exclusive negotiations with the shareholders of IC’ALPS SAS (“IC’ALPS”),
an ASIC design and supply specialist based in Grenoble, France, to acquire 100% of the share capital and voting rights of IC’ALPS.
These exclusive negotiations result from the execution of a Letter of Intent with IC’ALPS and its shareholders. The acquisition
is subject to, amongst other items, the completion of the appropriate due diligence, execution of definitive agreements, and authorization
by French regulatory authorities. This proposed strategic acquisition will reinforce SEALSQ’s commitment to advancing its Application-Specific
Integrated Circuit (ASIC) development to meet the growing demand in the sector and add approximately 100 highly-skilled staff based out
of IC’ALPS’ current centers in Grenoble and Toulouse.
Strategic Expansion into ASIC and Post-Quantum Technology
In 2024, SEALSQ embarked on a bold initiative
aiming to capitalize on its QS7001 quantum-resistant hardware architecture in order to penetrate the ASICs segment: SEALSQ engaged major
electronics manufacturers that were seeking to develop custom quantum-resistant secure chips, tailored to meet specific use-case requirements.
This expansion into the post-quantum ASIC segment marked a pivotal milestone in SEALSQ’s industrial strategy, unveiling significant
business opportunities and revenue streams. IC’ALPS, a trusted design partner of SEALSQ that contributed to the new quantum-resistant
platform design, emerged as a natural partner to support this new ASICs strategy.
ASIC development is a highly complex process requiring
precise customization, rigorous validation, and meticulous manufacturing. SEALSQ’s acquisition of IC'ALPS would bring together IC'ALPS’
cutting-edge ASIC design expertise and footprint in both medical and automotive segments, along with SEALSQ’s extensive security
IP portfolio, sales and supply chain capabilities. This synergy will greatly accelerate development timelines, enhance scalability, and
enable SEALSQ to offer high-performance, tailored products designed using the latest and most competitive technologies for any kind of
application, thus expanding the reach into new segments. The proposed merger is set to position SEALSQ among the key players in the security
ICs industry for both European and global markets.
This proposed acquisition would mark a major step
in SEALSQ’s strategic expansion and would further strengthen its leadership in post-quantum security solutions. If completed, the
planned acquisition of IC’ALPS will enable SEALSQ to deliver highly specialized, secure ASIC solutions to a rapidly growing market.
The ASIC Market: Growth, Applications, and Trends
ASICs (Application-Specific Integrated Circuits)
are designed for specialized applications, offering superior performance, lower power consumption, and reduced cost compared to alternative
solutions like FPGAs or general-purpose microcontrollers. Key insights into the ASIC market include:
| · | Market Growth: The global ASIC market is expected to grow from $21.53 billion in 2024 to $36.80
billion by 2032, with a CAGR of 6.9% (Source: Fortune Business Insights, 2024). |
| · | Key Applications: Telecommunications, automotive, consumer electronics, industrial automation,
and healthcare. |
| · | Technology Trends: Advances in semiconductor fabrication and packaging are driving the next wave
of AI, IoT, and 5G innovation. |
| · | Security Focus: Rising cybersecurity concerns, especially in IoT and cloud computing, are driving
ASIC vendors to integrate robust security features such as encryption and authentication mechanisms. |
About Post-Quantum Microcontrollers
Post-quantum microcontrollers integrate quantum-resistant
cryptographic algorithms and enhanced security features to safeguard digital systems against future quantum computing threats. Key developments
in this sector include:
• | Research and integration of post-quantum cryptographic algorithms. |
• | Enhanced hardware-based security features for resilience against cyber threats. |
• | Standardization and adoption across critical industries, including finance, defense,
and IoT security. |
Post-Quantum Cryptography Products and Services Update
This proposed strategic expansion into the post-quantum ASIC
segment will form a part of the SEALSQ’s quantum roadmap and will allow the development of new business opportunities and
revenue streams, including the design of quantum-resistant platforms. SEALSQ currently expects to release its post-quantum
cryptography products beginning in 2026. SEALSQ expects to recognize revenue in 2025 relating to the development of
quantum-resistant platform design and implementation of the new technologies into its planned Open Semiconductor and Test centers
including the provision of professional services, and further projects to start to generate substantial returns from the full-scale
commercial deployment of the post-quantum resistant chips starting in 2026.
A press release dated February 27, 2025 announcing this
is attached to this Report of Foreign Private Issuer on Form 6-K as Exhibit 99.1 and is incorporated herein by reference.
Exhibit Index
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: February 27, 2025 |
SEALSQ CORP |
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By: |
/s/ Carlos Moreira |
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Name: Carlos Moreira |
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Title: Chief Executive Officer |
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By: |
/s/ John O’Hara |
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Name: John O’Hara |
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Title: Chief Financial Officer |
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