SEALSQ Corp 2025年年度报告和过渡报告

FORM20-F (Mark One) ☐REGISTRATIONSTATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THE SECURITIESEXCHANGE ACT OF 1934or☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year endedDecember 31, 2024or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934or☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from_____________________to_____________________. Commission file number:001-39115____________________________________________________________________________________________________ (Exact name of Registrant as specified in its charter)____________________________________________________________________________________________________ SEALSQ Corp(Translation of Registrant's name into English)____________________________________________________________________________________________________ British Virgin Islands(Jurisdiction of incorporation or organization) Avenue Louis-Casaï 58CH-1216Cointrin,Switzerland(Address of principal executive offices)____________________________________________________________________________________________________ John O’HaraChief Financial OfficerSEALSQ CorpCraigmuir Chambers, Road TownTortola,British Virgin Islands1110Tel: 011-41-22-594-3000Fax: 011-41-22-594-3001(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Copies to: Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each classTrading SymbolsName of each exchange and on which registeredOrdinary Shares, par value USD 0.01 per shareLAESThe Nasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report:100,039,519Ordinary Shares and 1,499,700 Class F Shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or (15)(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. See definition of "accelerated filer," "large accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Emerging Growth Company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† provided pursuant to Section 13(a) of the Exchange Act☒ † The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling: U.S. GAAP☒International Financial Reporting Standards as issuedby the Internation