WISeKey International Holding Ltd ADR 2026年年度报告和过渡报告

FORM20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACTOF 1934 (Exact name of Registrant as specified in its charter) (Translation of Registrant’s name into English) (Jurisdiction of incorporation or organization)General-Guisan-Strasse 6CH-6300 Zug, Switzerland(Address of principal executive offices) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 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 toSection13 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 Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (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 Rule12b-2of 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 markif the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† provided pursuant to Section13(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 April5, 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 Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(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 this International Financial Reporting Standards as issuedby the International Accounting Standards Board☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow. Item17☐Item18☐ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☐No☐ TABLE OF CONTENTS iINTRODUCTION AND USE OF CERTAIN TERMS3SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS6Item 1.Identity of Directors, Senior Management and Advisers10Item 2.Offer Statistics and Expected Timetable10Item 3.Key Information10A.RESERVED10B.Capitalization and Indebtedness10C.Reasons for the Offer and Use of Proceeds10D.Risk Factors10Item 4.Information on the Company70A.History and Development of the Company70B.Business Overview71C.Organizational Structure116D.Property, Plants, and Equipment117Item 4A.Unresolved Staff Comments118Item 5.Operating and Financial Review and Prospects118A.Operating Results118B.Liquidity and Capital Resources129C.Research and Development, Patents and Licenses, Etc.134D.Trend Information135E.Critical Accounting Estimates140Item 6.Directors, Senior Management and Employees141A.Directors and Senior Management141B.Compensation146C.Board Practices149D.Employees152E.Share Ownership152F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation154Item 7.Major Shareholders and Related Party Transactions155A.Major Shareholders155B.Related Party Transactions157C.Interests of experts and counsel163Item 8.Financial Information163A.Consolidated Financial Statements and Other Financial Information163B.Significant Changes164Item 9.The Listing164A.Listing Detai