WISeKey International Holding Ltd ADR 2025年年度报告和过渡报告

Securities registered or to be registered pursuant to Section 12(b) of the Act. *Not for trading, but only in connection with the registration of the American Depositary Shares. 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 period covered by the annual report:1,600,880Class A Shares and 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 to Section 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 the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant 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 an emerging growth company. See definition of “accelerated filer,” “largeaccelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Accelerated Filer☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards† 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 Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court. Yes☐No☐ TABLE OF CONTENTS INTRODUCTION AND USE OF CERTAIN TERMS3SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS5Item 1.Identity of Directors, Senior Management and Advisers9Item 2.Offer Statistics and Expected Timetable9Item 3.Key Information9A.RESERVED9B.Capitalization and Indebtedness9C.Reasons for the Offer and Use of Proceeds9D.Risk Factors9Item 4.Information on the Company48A.History and Development of the Company48B.Business Overview49C.Organizational Structure79D.Property, Plants, and Equipment80Item 4A.Unresolved Staff Comments80Item 5.Operating and Financial Review and Prospects80A.Operating Results80B.Liquidity and Capital Resources94C.Research and Development, Patents and Licenses, Etc.105D.Trend Information106E.Critical Accounting Estimates107Item 6.Directors, Senior Management and Employees108A.Directors and Senior Management108B.Compensation112C.Board Practices114D.Employees118E.Share Ownership119F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation122Item 7.Major Shareholders and Related Party Transactions122A.Major Shareholders122B.Related Party Transactions124C.Interests of experts and counsel134Item 8.Financial Information134A.Consolidated Financial Statements and Other Financial Information134B.Significant Changes135Item 9.The Listing135A.Listing Details135B.Plan of Distribution135C.Markets135D.Selling Shareholders135E.Dilution135F.Expenses of the Issue136Item 10.Additional Information136A.Share Capital136B.Memorandum and Articles of Association136C.Material Contracts156D.Exchange Controls161E.Taxation161F.Dividends and Paying Agents167G.Statement by Experts167H.Documents on Display167I.Subsidiary Information167J.Annual report to security holders167Item 11.Quantitative and Qualitative Disclosures about Market Risk168Item 12.Description of Securities Other than Equity Securities169A.Debt Securities169B.Warrants and Rights169C.Other Securities169D.American Depositary Shares169i Item 13.Defaults, Dividend Arrearages and Delinquencies171Item 14.Material Modifications to The Rights of Security Holders and Use of Proceeds171Item 15.Controls and Procedures171Item 16.[RESERVED]171Item 16A.Audit Committee Financial Expert171Item 16B.Code of Ethics171Item 16C.Principal Accounting Fees and Services171Item 16D.Exemptions from the Listing Standards for Audit Committees172Item 16E.Purch