SEALSQ Corp 美国股票招股说明书（2025-05-19 版）

SEALSQ Corp Up to $100,000,000 of Ordinary Shares We have entered into a Controlled Equity OfferingSM (“Cantor”) and Maxim Group LLC (“Maxim”) (each, a “Sales Agent” and together, the “Sales Agents”), dated May 19, 2025, relatingto the sale of our Ordinary Shares, par value US$0.01 per share (our “Ordinary Shares”), offered by this prospectus supplement andthe accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell our Ordinary Shares havingan aggregate offering price of up to $100,000,000 from time to time through or to Cantor, acting as the sole designated sales agentand/or principal. Sales of our Ordinary Shares, if any, under this prospectus supplement and the accompanying prospectus will be made by any methodthat is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the“Securities Act”). Cantor is not required to sell any specific number or amount of our Ordinary Shares but will act as our sales agent We will pay the Sales Agents a commission, in cash, at a rate of 3.0% of the gross sales price per share sold through the SalesAgreement. In connection with the sale of the Ordinary Shares on our behalf, each Sales Agent will be deemed to be an “underwriter”within the meaning of the Securities Act, and the compensation paid to either Sales Agent will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to each Sales Agent with respect to certain Our Ordinary Shares are listed on Nasdaq Capital Market under the symbol “LAES.” The last reported sale price of our OrdinaryShares on the Nasdaq Capital Market on May 16, 2025 was $2.58 per share. Investing in our Ordinary Shares involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page S-8 ofthis prospectus supplement, on page 4 of the accompanying base prospectus and in the documents incorporated by reference We are an “emerging growth company” and a “foreign private issuer” under applicable federal securities laws and are subject toreduced public company reporting requirements. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or accompanying prospectus is truthful or complete. Any representation Cantor Maxim Group LLC The date of this prospectus supplement is May 19, 2025. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement on Form F-3(Registration No. 333-286098) that we filed with the United States Securities and Exchange Commission (“SEC”) using a “shelf”registration process. Under this “shelf” registration process, we may, from time to time, sell our Ordinary Shares having an aggregateoffering price of up to $100,000,000 pursuant to this prospectus supplement and the accompanying prospectus at prices and on termsto be determined by market conditions at the time of the offering. The accompanying base prospectus provides you with a general This prospectus supplement relates to the offering of our Ordinary Shares. To the extent there is a conflict between theinformation contained in this prospectus supplement and the accompanying base prospectus, you should rely on the information in thisprospectus supplement. This prospectus supplement, the accompanying base prospectus, and the documents we incorporate byreference herein and therein include important information about us and our Ordinary Shares and other information you should knowbefore investing. You should read both this prospectus supplement and the accompanying base prospectus, together with the additionalinformation described below under the heading “Where You Can Find Additional Information.” This prospectus supplement contains You should rely only on the information contained in or incorporated by reference in this prospectus supplement or theaccompanying base prospectus. We have not authorized anyone to provide you with different information. If anyone provides you withdifferent or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted or in which the person making that offer or solicitation is not qualified to do so or to anyone towhom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this prospectus supplement,the accompanying base prospectus, and the documents incorporated by reference herein and therein is accurate only as of the date of We prepare our financial statements in United States dollars and in accordance with United States generally acceptedaccounting principles. All references in this prospectus to “$,” “US$,” “U.S. Dollars” and “dollars” are to United States dollars. Unless otherwise indicated, references